Waking Night

by CrowMagnon

Rating: teen
Tags: Adventure, Princess Celestia, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Princess Luna, Thriller, Drama, Original Character
Length: 56196

AU: 1,000 years after the demonic Eclipse cursed Princess Luna to eternal slumber, six mares must find her resting place to save Equestria from eternal shadow.

1,000 years ago, the shadow demon Eclipse possessed Princess Luna in a bid to seize control of both the sun and the moon. Eclipse was banished when Princess Celestia wielded the Elements of Harmony, but Luna fell into an eternal coma.

Waking Night, the festival of dreams, is held in honor of Princess Luna and the anniversary of Eclipse's banishment. In the dark corners of Equestria, though, sinister forces conspire to make their move and free Eclipse from its prison.

When the forces of evil strike, six mares from vastly different walks of life find themselves thrown into a quest to retrieve the Elements of Harmony, the only magic strong enough to end the threat of Eclipse and its followers once and for all. In order to find the Elements, they will have to venture deep into the secret resting place of Princess Luna, but Eclipse also seeks the sleeping Princess of the Night.

Chronologically, this is the series premier of the Eclipse-verse series.

Cover art by My Little Sheepy

Published 2015-12-01 01:30:02 UTC
Last updated 2018-07-30 05:43:34 UTC

Part 0 - The Legend of Waking Night

Long, long ago, in the magical kingdom of Equestria, the land was ruled by two immortal and ageless alicorn sisters.

The elder sister, Celestia, was beloved across the land for her kindness and wisdom. As radiant as the dawn, she raised and lowered the sun each day, blessing her little ponies with its life-giving warmth.

The younger sister, Luna, was shy and mysterious. Rather than bask in the light of day, she raised and lowered the moon each night. She placed the stars in the sky to guide those who journeyed in darkness, and while she rarely held court, Luna guarded the dreams of her little ponies as they slumbered.

Alas, while the royal pony sisters were revered by their subjects, there were others who sought their destruction. Eclipse, a sinister fiend that could only dwell in shadow, sought to bring an end to both the day and the night that the sisters watched over.

In the shadow of moonlight and the flickering of torches, it crept upon Luna one night while the rest of the castle slept. It whispered in her ear, telling her that she was not as beloved as her sister. That her nightly labors went unappreciated by her little ponies. This awoke a spark of envy inside her, casting a shadow within her heart which Eclipse seized upon.

Eclipse burrowed its way into Princess Luna's heart, seizing control of her body and magic. With this stolen power, it commanded the moon to rise in the middle of Celestia's day, placing it between the elder sister's sun and the realm of Harmonia, casting the land into a shadowy fugue state, neither day nor night.

When Celestia discovered what had befallen her sister, her fury knew no bounds. Wielding the most powerful magic known to ponykind, the Elements of Harmony, she faced Eclipse and turned their power upon her possessed sister, hoping to cleanse Luna of the fiend's tainted presence.

But Eclipse was as cunning as it was vile. It could not withstand the power of the Elements, so it struck at the heart of their wielder. Speaking in Luna's voice, Eclipse screamed in agony, begging to Celestia to make the pain stop.

No matter how boundless Celestia's wrath toward Eclipse might have been, it was but a pale shadow compared to the love and compassion that she felt for her sister. Her will faltered, and in a single moment, rather than risk harming Luna, she severed her connection to the Elements of Harmony just as they succeeded in separating Luna from Eclipse. Their work incomplete, both Luna and the Elements fell, inert, to the earth.

And so it was that Eclipse escaped. Still possessing Luna's hold over the moon, Eclipse continued to hold all of Harmonia in its shadow for months on end. Celestia's forces pursued the fiend from one end of Equestria to the other, but with the land cast in shadow, it was free to travel as it wished. Free to stalk and possess other creatures in order to hide from sight, then abandon its stolen bodies, leaving a trail of hollow, barely-alive husks in its wake.

In the end, Eclipse was not caught by its pursuers, but through a desperate ploy. Princess Celestia, mourning the sister who was trapped in unending slumber, offered up her stewardship of the sun in exchange for a chance to be reunited with Luna.

For Eclipse, the opportunity to command both the sun and the moon at once proved itself an irresistible lure. And so the power-hungry shadow appeared before Celestia, though it had no intention of dealing in good faith with the princess. No, Eclipse intended to steal Celestia's power for itself through the shadows of grief and anguish which festered in her heart.

But Celestia was wise, and knew that with no reason to fear the Elements of Harmony, Eclipse would seek to simply take that which it desired. Therefore, using herself as the lure, she set a trap for the shadow. The moment that it attempted to enter her heart, Dame Sungleam the knight and Nyx the thestral, heroes steadfastly loyal to Celestia and Luna, swooped in to stand against Eclipse.

Eclipse raged at the chance for absolute power that it had been denied, but with the bait dangling so close at hoof, it chose to do battle rather than flee. The fight was hard for the ponies who stood against Eclipse, but they met the shadow blow for blow. In the end, the day was won when Celestia, summoning every bit of strength that she could muster, banished Eclipse to the moon's shadow before moving the celestial bodies apart from one another.

But although the battle was won, it was not without grave cost. Sungleam was struck down by Eclipse, and laid to rest in a manner befitting a royal knight. Princess Luna failed to awaken despite Eclipse's defeat and remained trapped in an eternal slumber, neither dead nor truly alive. To ensure that she was kept safe, her body was secreted away to a hidden resting place in the hopes that she would one day return to the waking world.

As for Princess Celestia, she was grievously wounded in the battle, struck by a blow which shattered her immortality. As the centuries have passed, she has ruled over Equestria with kindness and wisdom, growing older and older with the passage of time, however slowly.

Despite this, the princess has not given up hope of seeing her sister again. As time passed, ponies far and wide have spoken of meeting the princess of the night as they slumbered, a phantom wandering adrift through the land of dreams. And so it was that Princess Celestia decreed that each year, on the anniversary of Eclipse's banishment, the ponies of Equestria decorate themselves and their homes in the guise of dreams and join in celebration of Luna's nights.

It is hoped that by doing so, the border between the dreaming and waking realms will thin, their revelries guiding the fallen princess back from her endless slumber.

Perhaps, if all of the ponies of Equestria try very, very hard to reach her, the next Waking Night will bring Princess Luna back to us.

Prologue

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Part 1 - Hearth & Home

Waking Night
by Crowmagnon

More value for the family business, because family values are our business.

-- Slogan of Apple Orchard Farm & Loan

Despite the best efforts of Carrot Top and herself, Rarity didn't feel much better about her situation. After spending some time walking and talking around Ponyville, they made their way to the outskirts where shops and heavily-traveled streets gave way to wagon tracks trailing their way outward to the surrounding farmsteads.

They chatted and gossiped as Rarity led the way, making the smallest of small talk. Every topic, though, from potential future husbands to the exorbitant price of cherries at the farmer's market, was merely to maintain conversational momentum. They passed by the vast expanse of Sweet Apple Acres, and Rarity gushed enviously over her friend's ability to maintain such a beautiful mane while working her carrot fields. Carrot Top countered that she adored her unicorn friend's hoof- (or rather horn-)made overalls, and her request for Rarity to make a similar ensemble for her carried them beyond the orchards.

"I suppose I could always get a second job at the Best Pony Boutique," Rarity replied with a bitter, self-deprecating laugh. "And if I start rummaging around in other ponies' garbage for food, I'd only need to go without sleep for the next ten years or so before I can afford my own farm." When the dirt beneath her hooves became harder and dustier, Rarity lifted her head. "Ah, speaking of which..."

Carrot Top joined Rarity in looking out across the stretch of bare earth. To most ponies, it would have seemed nothing more than a useless patch of dry dirt, but Rarity's eyes glistened with emotion as she approached a large boulder near the center. Placing her hoof against it, she struggled to keep her voice from quavering as she spoke to the rock.

"Hello, Tom. I came by, just like I promised! I... I wish I had better news. It's going to take a while longer before I can afford to build a house here and be here all the time to take care of you. But I... I'll still come by to visit as much as I can... make sure to take you for walks and let you soak up enough magic that you grow up big and strong. Before you know it, you'll be cracking out of your shell and everypony will be able to see how beautiful you really are!"

Rarity embraced the large boulder, and when her cooing and fussing over the rock started to cross the line from endearing into creepy, Carrot Top loudly cleared her throat a few times.

Looking embarrassed, Rarity coughed and took a step back, though not without giving "Tom" a reassuring pat of her hoof before her horn lit up. "Of course. Just let me help you move over there..."

Rarity's magic wasn't strong enough to lift the heavy rock outright. Not by a long shot. Nevertheless, her years of apprenticeship and rock farming for the Quarry family had helped her develop her telekinesis to the point that she could compensate for her relative lack of physical strength. By creating a thin magical buffer between Tom and the ground, she was able to slide it along until she found a spot to set the boulder down again.

Carrot Top watched Rarity pick up some smaller stones and arrange them around Tom in a pattern that was far beyond her ability figure, even when she pitched in to help her unicorn friend move the rocks into place when Rarity's magic started to run low.

"You know, I've watched you do this for years, and rock farming still doesn't make any sense to me," she mused when they were done and looked upon their work. "Does it really help, talking to them like that?"

"Well... it helps me," Rarity replied as she took a moment to catch her breath. When she felt ready to move again, she stood up and stroked Tom fondly before turning back the way they came. "Besides, you sing to your carrots."

"Hey, it's a proven fact that plants respond well to music," Carrot Top replied with a huff of faux indignance. "And carrots know how to behave. They grow in nice, neat little rows. How do you even know how to set the rocks up like that, anyway?"

Rarity looked downcast at the road directly in front of her as she walked. "I... don't. I don't have the 'right hooves' for it, remember? It's all based on what I've done on the Quarry farm." She then looked back over her shoulder and mused, "But all the signs are there. The magic is there, in the land, feeding the rocks. I just know that if I could settle here and tend to it properly... care for it... nurture it... I could make a home here. A place of my own. Maybe then I could find a good stallion..."

Seeing Rarity slump again, Carrot Top nudged her in the ribs while they walked. "Are you sure you just don't need a pet?"

"Hmph! I already have Opal, you know!"

"I said a pet, not whatever that fuzzy death machine is," Carrot Top retorted as they walked back toward greener pastures.

"Apple Blooom! Apple Blooooom! Please come out! It's starting to get dark!"

Sweetie Belle knocked a few more times on the door of their "headquarters," as Scootaloo liked to call it. In actuality, it was a small clubhouse that had been built over the ruins of a decrepit, long-neglected little shack that the trio of friends had stumbled across while exploring the far reaches of Sweet Apple Acres.

It had been a proud moment when they had looked upon the renovated hideaway, but as she banged her little hooves against it, Sweetie Belle rued the fact that Apple Bloom had built it with such sturdy construction.

"Apple Bloom, please! I'm worried about you, and it's getting cold, and... and I don't know if I can find my way back through the dark by myself!"

"Sweetie Belle? What's going on?"

The little filly's ears flicked to the side when she heard somepony else approaching. Two someponies, in fact, and one with a very familiar voice. "Rarity!" She ran over to her big sister and Carrot Top as the mares approached, and gave Rarity a worried hug. "What're you doing out here?"

Rarity wrapped a foreleg around Sweetie Belle and replied, "We were just walking by, and we heard you shouting. Is everything alright?"

Sweetie Belle looked up into Rarity's eyes, her lower lip trembling. "No, it's not! We were trying to find Scootaloo, and then the mailmare flew down and said she had a telegram from Apple Bloom's sister. She started reading it, and the next thing I knew, she was running here. She locked herself up in the clubhouse and won't talk to me!"

Rarity and Carrot Top shared a concerned glance before turning their attention to the little clubhouse. Using a minor light spell to brighten the increasingly dim orchard around them, she approached the door. "Apple Bloom? Honey? Can you please come out? Sweetie Belle is really worried about you, and I'm sure the rest of your family will be, too, soon."

"Rarity...?" Apple Bloom's voice was quiet and muffled, but those outside heard her shuffle toward the door. "Go 'way... it ain't any o' yer business..."

Ordinarily, Rarity would have been more than a little miffed to be told that by a filly, but the hurt in Apple Bloom's voice gave her pause. "Sorry, Apple Bloom, but you're one of my little sister's best friends, so it's my job to be concerned. I could go get your big brother if you'd rather talk to him, though."

The filly inside the clubhouse sniffled and asked, "What's th' point? He'd jus' make excuses for her..."

"For who? Your sister? What happened, Apple Bloom?"

Apple Bloom didn't say anything after that, but while Rarity watched the door, she noticed a slip of parchment as it got pushed out beneath it. Rarity carefully picked it up in her magic and used the light from her horn to read it.

DEAR APPLE FAMILY STOP
MISS APPLEJACK MUST ATTEND BALL IN CANTERLOT STOP
WILL BE UNABLE TO VISIT FOR WAKING NIGHT STOP
SINCEREST APOLOGIES STOP

After reading it once, Rarity's eyes widened in disbelief and scanned each line a second, then a third time. After the third read, her eyes flashed with anger as she crumpled the telegram in her magic. "What, did she have her assistant write this for her? That's just...! Carrot Top? Please watch after the girls until Apple Bloom is ready to go home. I need to go."

"Go? Where?" Carrot Top asked.

"To go give that 'Miss Applejack' a much-needed refresher on Ponyville values," Rarity snapped before she turned and ran off through the orchard.

Moments later, she came walking back with a sheepish expression. "Ah... I don't suppose I could borrow a few bits for a train ticket?"

"Well, I have to say, it's been a pleasure, Ms. Applejack. I'll be sure that the members of the MSBA know what Apple Orchard has to offer them," said Entrée Paneur, a rather large unicorn restauranteur who bore a mustache that would have driven a walrus to envy, and also acted as head of the Manehattan Small Business Association. "I'm looking forward to seeing how well you can golf, too!"

"Be careful what you wish for, Entrée," Applejack replied with a confident smirk. "I'm very competitive. And please give my regards to your lovely wife," she added as she saw him out the door.

"I certainly will, and the same to your Fleur. Speaking of which, is there any chance she might join us next week?"

Like a schoolfilly with a crush, Applejack felt her cheeks warm at the mention of her marefriend. "Unfortunately, she's visiting family in Prance, and won't be back for a while. Just so you know, I get even more competitive when she's there to cheer me on."

Entrée let out a jolly laugh at that. "Don't we all! Well, I'm looking forward to it." He waved as he trundled down the hall toward the elevator.

As soon as he was gone, Applejack groaned and rubbed her sore cheeks. Under normal situations, she was very comfortable with schmoozing, but the tension caused by the unexpected changes to her Waking Night plans had made it very difficult to maintain a genuine smile throughout her meetings.

She made her way back to her desk and sat down, taking a moment to look at the framed photograph of her siblings and grandmother. The three of them were huddling close and smiling into the camera. Slowly, she reached out to touch the glass of the frame until she heard a knock on her door.

"Ms. Applejack? About your schedule for tomorrow night..."

Applejack sat up straight in her chair and let out a sigh. "Please tell me you have good news, Check List."

The unicorn swallowed and stepped inside. "Yes. Well. I just got back from the telegraph office, and according to the message the prince's office sent..."

Check List hesitated, and in that moment of pause, Applejack could feel her stomach plummet straight down to the building's basement. "What. Did. He. Say?"

"Prince Blueblood is... under the impression that you will be escorting him to the Waking Night Ball. A very insistent impression..."

Silence filled the office. A very tense, unsettling silence that swallowed all sound. Even when Check List spoke up again, his voice sounded muted and distant to Applejack. "I swear, I tried to fix it, but they were about to close the office for the holiday, so all I could do was have them send a message to Ponyville to let your family know you'll be rather late..."

"... You can go now, Check List."

The unicorn gulped nervously. "Go?"

Applejack waved toward the door before letting her hoof fall heavily to the desk. When she spoke, her voice was dull and thicker with a rural twang than what he was accustomed to from his employer. "Go home. Go drinkin'. Go on a date. Go visit family. I don't care, just go, and stop helpin' me."

"Ms. Applejack, I--"

"Ah said GET OUT!" Applejack slammed her hoof down on her desk hard enough that the bang could be heard three floors down. "Get out right now, or Ah'll make ya stay here just long enough ta clean out yer desk!"

Check List bolted out of her sight so quickly that she almost fired the after-image that he left behind. When she realized that she had indeed been left alone, though, she glanced around and saw that her outburst had caused her photograph of Apple Bloom to fall to the floor. The glass frame protecting the image of her smiling sister was cracked and broken.

Applejack got out of her chair to pick the photograph up and brush some of the loose bits of glass into her wastebin. Her body began convulsing and trembling before she could finish, but nopony was around to hear her sob as tears streamed down her face.

Author's Note

I made myself sad here. :fluttercry:

I was rather unsure about including mentions of the relationship between Applejack and Fleur Dis Lee (otherwise known as the mare who was with Fancypants when he was first introduced; in this continuity, she's his cousin). In the end, I decided that while it's a bit superfluous to this particular story, it sets up for potential slice-of-life episodes down the line that focus on Applejack trying to bring her Ponyville family and ponies from her time in Manehattan closer together. And hey, if anybody wants to take a stab at that (or any other story ideas in this setting) themselves, feel free to send me a PM.

Also, those who remember ye olde blog posts already know that Fleur will have a second career aside from fashion modeling.

Part 2 - Fear & Surprise

Waking Night
by Crowmagnon

We ponies, as a whole, are creatures who derive security and comfort from the familiar. For that very reason, we must strive to expand the boundaries of what is known and familiar to us. I say this not merely so that we may enrich ourselves with new ideas and experiences, but to give context to that which is already known. It may well be that the comfortingly familiar hides unimaginable secrets that we have not even begun to explore.

-- From the journals of Moonshine, protegè of Princess Celestia circa 97AE (After Eclipse)

Twilight Sparkle, no longer in uniform, wandered down the streets of her home city and struggled to decide what she would do with her holiday.

At present, her course took her from the "Noble Quarter", the quite literal upper strata of Canterlot which housed captains of industry and the political elite, into "Lower Canterlot". If the Noble Quarter represented the shining crown of the city, then Lower Canterlot was its heart, lungs, and other necessary organs.

Lower Canterlot was where the vast majority of the city's ponies lived and worked. While virtually everypony in Equestria's capital enjoyed a high standard of living, the tower-like manors and mini-palaces of the truly elite gave way to the more crowded metropolitan structures housing those ponies whose labors gave Canterlot life.

Up above, the opulent mansions and high-end businesses which catered exclusively to ponies for whom price was no object all carried themselves with the same stuffy dignity that they held to year-round. Oh, sure, you would find imagery of the night sky everywhere in honor of the lost Princess Luna, but the buildings and ponies themselves preferred to be adorned in little, if any, public decoration associated with the holiday.

In actuality, the true celebrations would be held in private masquerades with just enough exposure to the public that everypony would know who the ponies everypony should know were. It was widely rumored that bizarre happenings occurred behind those closed doors, ranging from night-long orgies to eldritch rituals intended to summon demonic horrors of primal chaos.

It was Twilight's personal belief that most of these rumors were fabricated by the hosts of these parties themselves, in order to make their soirées seem more exciting and taboo than they actually were. Granted, as the daughter of a mere bureaucrat and a novelist, she had never actually attended one of these parties, but her first year in the Guard had given her the "opportunity" to provide security at the Grand Galloping Gala. The only interesting thing to happen all that night was when an inebriated Trixie had accidentally melted half of a massive ice sculpture depicting Princess Celestia in the prime of her youth.

The end result was a ballroom ankle-deep in frigid water, a herd of wealthy snobs complaining about their wet hooves and dresses, and Princess Celestia gently lecturing her student on the value of moderation while struggling to keep a straight face in the shadow of her own disembodied hindquarters.

By comparison, Lower Canterlot grew more open with their celebration the farther down the mountain one went. Shops and homes gradually transitioned from minimalist decoration in an attempt to imitate their neighbors in the Noble Quarter to streets that were decorated so ostentatiously that it was as if everypony was in a competition to see who could create the most gaudily eye-catching display. In fact, the houses along Bedazzle Boulevard were doing exactly that, according to a large banner hanging between two street lamps.

Most years, Twilight would have taken a moment to appreciate the differences in festive philosophies between the have-somes and have-lots found within the same city. Perhaps she would have paid a visit to the Canterlot Library during her free hours to explore the historical, cultural and psychological basis behind the contrasts. After all, "to protect the city, you must know the city as you know your self" was a saying that her favorite instructor had been fond of.

This year, though, rather than take an interest in the celebration, Twilight's mind was occupied with thinking of ways to keep her self away from such parties. Well, one in particular.

"Maybe I should just go," she muttered to herself as she walked down the street, paying no heed to the occasional odd look that she drew by talking to herself in public. "I mean, yeah, they're really more friends-of-a-friend, but Moondancer still went to the trouble of inviting me. What's the worst that could happen?"

Moondancer takes my arrival as a sign that I've changed my mind about going on a date, and it gets so awkward that I can't say no. We try it out, we have a good time, and things start to seem like they're working out. Then I end up getting killed in action while on a mission. Moondancer swears vengeance upon an unfair universe and secretly develops megaspells so destructive that the entire realm of Harmonia is reduced to a smoldering wasteland where the few survivors are either mutated abominations or murderous bandits.

"Okay, that is not likely, and... and really conceited." With a roll of her eyes, Twilight bitterly asked herself, "Why do you hate me, brain?"

I make awkward small talk all night, pretending that I remember anything about them besides their names even though the only reason I was ever part of their group at all was because we were classmates who all gravitated around Trixie, and I haven't said more than five sentences to any of them since I enlisted because I thought it was more important to focus on my training than to be a good friend.

Twilight's ears drooped. "Yeah... that one's a lot more realistic." Finding herself at one of the many lookout spots scattered throughout the city, she decided to stop for a bit and walk over to lean on the guard rail.

From this viewpoint, she looked over toward the palace. In a quirk of city planning which could only occur on the side of a mountain, the royal palace was situated at the edge of the Noble Quarter, allowing it to hang out over Lower Canterlot. As a result, while the wealthiest citizens had the most direct access to the palace itself, Princess Celestia could easily observe or address the capital's working class ponies who dwelt directly beneath.

Twilight propped her head up with a hoof and looked down at the open square beneath the palace. The elite could have their private masquerades, but the biggest party in the whole city would be taking place directly under the princess's nose. Even the Royal Hedge Maze, located beneath the palace to make it more accessible to the citizens and tourists visiting Lower Canterlot, was covered in tarps while the parties that had rented it out for the holiday converted it into a Waking Night attraction placed right next to the throngs of reveling ponies that would soon be filling the square.

There are a lot of possibilities for mischief down there, her brain told her. So many anonymous costumed ponies with Princess Celestia directly above them, and only a hoof-ful of Guards protecting her. It probably wouldn't hurt if I mingled with the crowd, just to keep an eye on things. Yeah, just enjoying the party with everypony else, and making sure nothing-- Wait, who's that?

"That" was a pony creeping around behind the Hedge Maze, looking around furtively to ensure nopony followed them. They wore a hooded cloak, making it impossible for Twilight to make out their tribe or cutie mark from such a distance, but she had the impression that they were a mare based on their build.

Suspicions aroused, Twilight climbed up over the railing and carefully made her way to the edge for a better look. The hooded mare opened up a loose flap in the tarps, and slipped into the Hedge Maze while she watched, so Twilight started to gather the magic she would need to teleport down to the level below.

"Don'tDoItThere'sSoMuchToLiveFor!" That was what Twilight heard, right before a yellow and pink cannonball struck her from behind, knocking the wind out of her lungs as she was sent tumbling over the edge. Careening end over end with another pony's legs clinging to her, Twilight saw a bright flash before everything went dark.

Two minutes prior...

At the same time that Twilight was making her way down to Lower Canterlot, drawing dubious glances from ponies who were very careful to avoid eye contact, another pony cheerfully pranced upward with a dance in her heart, a song in her step, and a pair of goats helping her carry a large crate full of Waking Night decorations up the incline leading to the Noble Quarter.

When one of the goats bleated at her, Fluttershy looked back over her shoulder and replied, "Because they're so high up the mountain, silly Billy! Once we bring all these decorations up for them, they'll say, 'Good show, Fluttershy! It's just such a bother bringing the appropriate decor all the way up here! Now we can get into the Waking Night spirit!'"

Fluttershy looked ahead again and began humming to herself as she skipped along, using her wings to give her a little bit of extra bounce with each step. The goats rolled their eyes, but continued pulling without complaint until their employer suddenly gasped and stopped short, causing them to bump into her from behind. When the second goat bleated in annoyance, Fluttershy pointed up the road to a purple unicorn mare with a short-cropped mane was climbing over the guard rail.

"That doesn't look safe! Does that look safe? Oh dear, what's she doing?"

Ignorant of Fluttershy's concern over her actions, the unicorn stepped right up to the edge and looked down to the ground below with what looked, To Fluttershy, like growing determination.

The next thing she knew, Fluttershy was flapping her wings as hard as she could, shooting up the road, shouting, "Don'tDoItThere'sSoMuchToLiveFor!" She tackled the other mare, forgetting for the moment that Neighton's Third Law still applied. As an object in motion, she continued to be in motion, and the direction of that inertia happened to send both her and the unicorn tumbling over the edge of the cliff.

There was a bright flash. Then darkness.

Fluttershy slowly opened her eyes, though she had to blink a few times when all she saw at first was a dark gloom. Her vision very gradually adjusted to the dim light, though, allowing her to see that she was surrounded by shadowy creatures with glowing eyes!

Feeling the unicorn held in her forelegs, she reflexively let out an "eep" and clung more tightly, causing said unicorn to wheeze and gasp when the air was pushed out of her lungs.

"Will you let go?" The unicorn gruffly pushed her back with her elbow to make her let go. Once she was out of Fluttershy's grip, she brushed herself off and started to look around. That was when she, too, saw the eyes glaring at her from the gloom and reflexively reared back into the pegasus. "Wha...? Where are we?!"

"Oh no," Fluttershy whimpered when she realized. "We're in the hedge maze! No, I don't want to look!" She clenched her eyes shut tightly and clung to the unicorn, who used a light spell to illuminate their surroundings with the glow of her horn. Sure enough, the "eyes" were simply firefly lanterns with patterns cut out of the coverings placed over them.

"Okay. I was able to teleport us down safely before we hit terminal velocity, but now I have no idea where I am in the maze, let alone which way that hooded mare went." The unicorn looked this way and that before taking a look at Fluttershy with her horn light illuminating her. "Wait... you're Fluttershy Will, aren't you? The motivational speaker?"

Fluttershy cracked one eye open and smiled up at the other mare. "Oh? You've heard of me?"

The confused unicorn replied, "Well... yeah, you and your husband have ads pasted up all over Lower Canterlot. I've seen some of your books at the store, too... but what the hay are you scared of? You're the ones who've been setting this whole thing up, so you know it's all fake, right?"

Fluttershy pouted at that and moaned, "I dooooo, that's the problem! Will and the goats worked so hard to set everything up, I want to be surprised like everypony else is going to be when they go through it. How will I know we did a good job if my head is full of spoilers?"

The unicorn raised an eyebrow at that before shaking her head so that she could get back on track. "Okay... forget I asked. Look, my name is Twilight Sparkle, and I'm an officer in the Royal Guard. Before you tackled me, I spotted a hooded pony acting suspiciously and sneaking into the maze here. Does that sound like one of your workers?"

Fluttershy shook her head. "No... no, not at all! Our goat friends have been doing all of the work, and the pony we have playing Princess Luna isn't supposed to come by until later."

"Then you have a trespasser, and I have no way of knowing how to get to them," Twilight somberly replied. "If I could just get out of here and find my way to the west corner, maybe I can try to track them, but there's no telling how long it'll take to--"

"Oh, you want to start at the west corner?" In an instant, Fluttershy sprang to her hooves and fluttered her wings to hover above the ground as she pointed a hoof down the way. "It's just that way, two lefts, a right, a left, a straightaway, and another left! Does that help?"

Twilight blinked. Several times. "Wait. How...?"

"Oh, I just like mazes," Fluttershy replied modestly. "My husband's a minotaur. It's kind of their 'thing'. Besides, I had to study the layout when I was planning everything out, so I know where we are."

Twilight's left eye twitched as she scrunched her face up, trying to reconcile several thoughts that had begun chasing each other in circles in her brain. "Wait, you designed all of this? So... but... spoilers?"

Fluttershy gasped and brought her hooves up to her mouth in horror. "Oh my gosh, you're right! That must be why the hooded pony's here! To get a sneak peek at the maze and ruin it for everypony!" With a flap of her wings, she started flying down the twisty arboreal paths.

"That... doesn't even make sense," Twilight muttered to herself.

No, her brain agreed, but the farther ahead the crazy mare gets, the higher the chance that she'll fly straight into the path of a suspicious pony of unknown motives and capabilities.

"Horseapples," she grumbled before taking to her hooves and chasing after the pegasus.

After two lefts, a right, a reflexive blasting of a mechanical cockatrice that had popped out and startled Twilight, followed by a sheepishly whispered apology and another left, Twilight had caught up to Fluttershy and was keeping an eye out for signs of the intruder.

And to be honest, somepony trying to sneak a free preview before Waking Night kicks off is the most likely explanation, Twilight thought to herself. Probably a teenage dare. Maybe some petty theft or vandalism, but thanks to that cockatrice, there's a good chance I've already done more damage than the mystery pony will.

Still, as a member of the Royal Guard, it was her duty to investigate. It was difficult to look for a trail when their very surroundings were designed to draw attention, though. After leaving the stretch of glowing eyes, their course had led them through a section which was set up to look as though they were walking down the street of a town as drawn by a foal. Now the walls and floor of the hedge maze had been covered and made to look like an ancient temple straight out of a Daring Doo novel.

Suddenly, Fluttershy dropped down to the ground and threw out a hoof to stop Twilight. "Hold it... a trail," she whispered excitedly.

Twilight leaned down to inspect the ground alongside Fluttershy. After a moment's inspection, she groaned and brought a hoof up to rub between her eyes. "Fluttershy... that's part of the floor covering. It's painted on," she whispered, regarding the "drag marks" leading off to the right.

"Oh, I know. I came up with it. It's supposed to be a clue to help lead ponies through the maze to Princess Luna's secret resting place," Fluttershy whispered with pride in her voice before clapping her hooves over her mouth. "Oh no! Forget I said that!"

"That's... that's just... not the worst reasoning I've heard, actually," Twilight admitted. Whatever the hooded pony is up to, it would make sense for them to navigate using visual cues, and I don't have any better ideas.

With the unicorn taking the lead, they continued onward until Twilight's ears pricked up, catching the sound of voices around a corner where the narrow labyrinth opened up into a circular area staged to look like an open-air temple, the tarp above painted a deep blue with stars and moons hanging overhead. She immediately shut off the glow of her horn so that she could creep up and peer around the corner to eavesdrop.

"--thinks I'm in Prance, so this'd bettah not be a false alarm."

Fluttershy started to gasp at the sight of not one, but two ponies standing in the center of the maze, but Twilight quickly put a hoof over her mouth to muffle her. Both of the ponies were mares, from what she could see, with one being of average height and build while the other was quite noticably taller and more long-legged. Both hid their identities under hooded cloaks.

After getting a quick look at them, Twilight slowly released Fluttershy's muzzle and told her, "Be very quiet, and don't do anything unless I say so, okay?" When the pegasus nodded in understanding, she turned to watch the intruders again. To her chagrin, Fluttershy elected to join her, practically laying on top of her as they both peered around the corner.

The less-leggy of the two mares looked up at her taller companion and replied, "I wish it was. Celestia's sake, I wish it was, but the signs are all here, and that stupid Shining Armor won't... Never mind. Did you bring it or not?!"

The taller mare bent down until she was eye-to-eye with the other. "Have you been cryin'? Okay, yeah, I got it." Something moved beneath the tall mare's cloak, and when it came into view, Twilight stopped breathing for several seconds at the sight of a golden dagger wrapped in a pink aura of magic.

"Moonshadow's Fang! That's Moonshadow's Fang," Twilight hissed into Fluttershy's ear once she started breathing again.

Feeling Twilight's body tense up in horror, Fluttershy whispered, "What's a Moonshadow?"

Twilight narrowed her eyes as she watched the aura holding the dagger shift in hue as it was passed from one to the other. "A vampony. The vampony! She had the Fang forged to use as a weapon against Princess Celestia two hundred years ago, but she got beaten for good before she could use it. It should be locked up in the most secure vault in Equestria!"

Fluttershy gasped. "Oh my gosh, that's horrible! What are we going to do?"

"You stay out of sight," Twilight replied authoritatively. "This is my job, and I can handle it."

"Are you su--" Fluttershy started to ask, but with a flash of magic, Twilight vanished out from under her. This left the pegasus hanging in the air, and she fell to the floor before she could think to use her wings. When she landed, she let out a noise like a squeaky stress ball, which got the attention of the two unicorns.

"What was that?! A mouse?" The mare who had just taken the Fang clutched it close in her magic.

In reply, the taller one snapped, "Ain't no mice that heavy, ya mook! Somepony followed ya! Cheese it!" Both of them sprang to life and started to run in the opposite direction from the noise, only to smack against the wall of lavender magic that formed in front of them the instant that they were going too quickly to stop themselves.

While they were dazed, the "wall" wrapped around and over them, forming a dome to entrap the pair of criminals. Once they were secure within the force field, Twilight stepped out into view from a path across the way from Fluttershy, who could only watch with starry-eyed wonder at how quickly and efficiently the trespassers had been dealt with.

Focusing on the hooded duo, Twilight approached them with a stern glare. "My name is Lt. Sparkle of the Royal Guard, and by the authority vested in me, you two are under arrest for the theft of an extremely dangerous magical artifact! Now who are you, and what were you planning to do with Moonshadow's Fang?"

The taller of the two mares said nothing at all, but the other one one asked in a distraught, panicked voice, "Twilight, what are you doing here?! Y-you don't know what's going on!"

Twilight suddenly stopped in her tracks. "Did you just call me Twilight?" Her eyes widened in surprise as realized, to her shock, that not only did the mare recognize her, but Twilight recognized the hooded pony's voice. The conspirators had been speaking in hushed tones before, but Twilight quickly realized that the other mare sounded exactly like somepony very, very familiar to her. "Wait... Tri--?!"

Before she could even finish the name, the hooded mare started focusing magic into Moonshadow's Fang. The golden dagger instantly began to glow with a bright, hot light which grew to blinding levels while Twilight's mind was still reeling.

There was a flash of eyeball-searing solar energy, and Twilight could feel her force field vanish like a soap bubble in a fireplace moments before a solid buck struck her in the side, knocking the wind out of her lungs and robbing her of her balance. She could hear two sets of hooves galloping away, but couldn't make out which direction they were going.

While she lay there gasping on the ground, slowly getting her breath back and waiting for the spots to fade from her vision, she heard Fluttershy call out, "Twilight! Lt. Sparkle! Are you okay?!"

She groaned out something weak and unintelligible in response, but her mind silently asked, No, I'm not okay. My best friend just sucker-bucked me and made off with a weapon designed to kill the princess. Trixie... what the hay are you doing?!

Author's Note

FINALLY. I am so, so sorry for taking so long. I could make a lot of excuses, and most of them would be true, but they all basically boil down to losing my momentum for a while, and having some troubles getting this to play out in a satisfactory manner. For some reason, my Twilight-focused chapters always seem to end up being more wordy and complex than others. Much like Twilight herself, I suppose.

The next one will be coming much more promptly, I promise.

Part 3 - Rhyme & Reason

Waking Night
by Crowmagnon

In all of Harmonia, it is the equine races who most commonly possess the ability to perceive the flow of destiny. Whether it is the cutie marks of ponies, the ritual trances of zebra shamans, or the foresight sometimes granted to the horses of Saddle Arabia by their djinn, all have some small ability to perceive future events. For most, this ability is so passive and subtle that they never consciously realize that they have it at all. It is when clarity overrides subtlety that things get complicated.

-- Tesla Bolt Lulamoon, "A Treatise on Destiny (And How it Both is And is Not a Load of Horseapples)"

Nopony ever ventured into the Everfree, the ponies of Ponyville said. It was an evil den of pony-eating monsters and dark spirits, but worst of them all were the witches.

Deep in the dark, dark depths of the Everfree Forest, where the leafy canopy above was so thick that it all but blocked out the sun, and the tracks of huge predators were gouged into the dirt, a single hut stood carved out of the hollowed carcass of a gnarled tree. Gruesome, leering masks and jars of foul-smelling fluids hung from its branches, but it was inside the hut where the rainbow-maned witch of the Everfree performed her sinister work.

In front of her sat a small cauldron, its contents boiling over the fire. Her cloak hung from one of the hooks beside the door, so anypony who would have dared to venture into the evil forest and peer in through the witch's window would have seen the cyan pegasus's mangled and deformed wing. In the tight space of the tree hut, though, her lack of flight proved no handicap at all as she went back and forth between the cauldron and the shelves of herbs and ingredients, chanting to herself all the while.

"Drop some Boombloom petals in it, then you stir for half a minute. When the mixture turns bright green, add five pods of Silverbean. Now, to add some mischief to the smoke, let's put in some pollen of Poison Joke!" With a wicked smirk, she reached down to her side, where a little white bunny carefully placed a vial of the blue powder into her hoof. Being very, very cautious not to get any of it on her, the witch tilted the vial's contents into the brew and quickly recoiled from the puff of smoke which erupted from it.

"Then we take our hollowed gourd into which it should be poured." Careful not to breathe in the pungent fumes coming out of the cauldron, the witch pulled it from the flame and slowly emptied it out into the top of a hollowed-out pumpkin. "Now place the fuse and seal up the top. Be very careful not to drop! Ponyville is safe, I gave my word, but Waking Night without pranks is just absurd. Hehe, too bad during our conversation, the squirt didn't say anything about the Ranger's station."

With the pumpkin sealed shut with some hoof-made adhesive, the witch practically cackled to herself and caressed her newest creation. "Muhuahahaha! This baby'll have them fuming for weeks! Now, I just need to--" Before she could finish her thought, the bunny's ears twitched toward the door and he interrupted her by hoppping up and down, pointing at it. Turning her own attention that direction, she gasped when she heard hoofsteps approaching and quickly shoved the pumpkin bomb into one of the lower shelves, hiding it behind a collection of jarred preserves.

Moments later, the door opened. In walked a zebra mare wearing a hooded cloak identical to the pegasus's own. As soon as she was fully inside, the zebra lifted her muzzle and sniffed the air several times before asking, "Phew! Rainbow Dash, what reeks?"

With a painfully forced laugh, Rainbow replied, "Haha, what? Oh, that? Right, I was trying to see if I could make secret sauce like they have at Burger Princess! As, uh... as you can tell, I didn't have much success."

The zebra pulled back her hood, freeing her stiff, bristly mohawk, and gave the younger mare a skeptical look. "So... would you be sharing your 'sauce' with your friends at the Ranger's station?"

"Ehehe... what? That's crazy, I... I don't know what you... What Ranger station are you talking about, Zecora?"

Zecora rolled her eyes. "Well, I've brought incense for our meditation." With that, she set down her bags and removed her cloak, hanging it up on the peg next to Rainbow's. While she took a selection of herbs from her bags and placed them in a bowl, she smirked slightly and added, "If you are determined to be so errant, my student should at least be able to make her intentions less apparent."

Rainbow didn't have anything to say to that, and instead silently slipped into practiced routine and cleared things away to make room while Zecora prepared the incense.

Pinkamena finished wiping down a recently-abandoned table and looked out the window. It was almost time for Princess Celestia to set the sun, which meant that when the bell over the door jingled...

"Yo, Pinkie! I'll have--"

"--one 'jumbo triple-strength choco-loaded Heart Exploder 5000.' With whipped cream," Pinkamena recited alongside the approaching customer. "And a thermos of espresso for later."

Vinyl Scratch, Ponyville's most popular (and only) DJ grinned widely and took a seat. "You know what I like, Pinkie. How's it hangin'?"

"Pretty good. I'm very excited for tomorrow," she blandly replied as she walked over toward the counter alongside Vinyl. Cuppa Joe finished topping the DJ's drink off with a dangerously tall tower of whipped cream, and passed it across the counter while Vinyl levitated some bits to her. "I just finished a Waking Night poem that I'm pretty happy with. I was about to recite it if you want to stick around for that."

"Oooooh." Vinyl carefully took the cup and thermos in her magic, then practically inhaled most of the whipped cream, giving herself a mustache that would have blended in with her white coat if not for the droplets of hypercoffee before she licked it off her face. "Sweet! Sure, I can hang a few minutes."

"Okay. I'll set up the drums."

Rainbow Dash and Zecora both took slow, deep breaths, inhaling the fumes of the burning herbs between them. Each of them sat perched atop a sturdy wooden staff, keeping their balance as part of their meditative ritual.

For her part, Rainbow found it easy enough to keep her balance, but more difficult than usual to clear her mind. She couldn't help but feel a smirk form on her face as she thought about her plans for Waking Night. But that would have to wait. For now, she just had to breathe in and out, in and out, matching her teacher's pace.

On the other side of the room, though, Rainbow heard Zecora's breath catch in her lungs, then rapidly accelerate. Rainbow cracked one eye open to see what had startled the zebra, and the sight of Zecora's face when she did so caused her to yelp in surprise and reflexively try to flap away with her good wing, causing her to tumble off her staff and land on her back.

By contrast, Zecora still maintained her balance, but her eyes were wide open and rolled so far back that they looked blank white. Cold sweat practically poured down the zebra's face as she hyperventilated, her mouth hanging slack.

"Z-zecora? Zecora!"

After setting down her drums on the tiny open stage that the coffee house used for performances like hers, Pinkamena pulled a sheaf of parchment out of her turtleneck and placed them on a stand in front of her. Once everything was set up, she reared up onto her hind legs behind the drums and cleared her throat.

"Good evening, fillies and gentlecolts. We at the Bean There, Done That would like to invite you all to listen to a poem that I wrote in honor of tomorrow's holiday. I hope that you enjoy it." She spared a glance in Vinyl's direction, then focused on the sheets in front of her and let her hooves start to dance across the drums and fill the room with a somber rhythm.

Vinyl took a slurp of her drink as she sat back and listened. It was a good beat. Add in a bone-rattling bass line and some melody from her keyboards, and she could get ponies to dance to it. Pinkamena slowly opened her mouth to begin, and Vinyl's ears perked up in anticipation.

Instead of a poem, though, Pinkamena's breath caught in her lungs. The noises that next came out of her were not words so much as a rasping, pained moan as the beat of her hooves upon the drums changed into something more... "sinister" was the only word that sprang to Vinyl's mind. The DJ set her drink down and raised her eyebrows as she looked at Pinkamena's eyes.

The pink barrista was no longer paying attention to the parchment, nor was she looking at the audience, her drums, or even anything in the room. Her eyes were glazed over, staring sightlessly into the void while her hooves moved of their own accord to bang out a rhythm that made Vinyl's hackles rise.

Then, and only then, did Pinkamena begin to speak. And when she did, it was in a voice that was barely recognizable as hers.

"Daima nyuma, dunia mbele

Kuna njia nyingi ya kukanyaga

Kupitia kivuli makali ya usiku

Mpaka nyota wote ni kushuka"

"Zecora! Snap out of it!" Rainbow Dash shouted up at her mentor as she tried to pull Zecora back down. The zebra stubbornly refused to come down, and Rainbow had to duck to avoid one of her hooves as she started thrashing about in retaliation, yet somehow stayed balanced atop her staff. All while her voice droned in her native Zebrican.

"Ukungu na kivuli

Wingu na kivuli

Wote lake litanyauka

Wote lake litanyauka!"

Zecora's voice deteriorated into a thin, whistling gasp as her body suddenly stiffened, and she slowly began to tip over. Rainbow Dash was quick to get beneath her, though, and help her to lay down gently on the floor.

"Come on, Teach, wake up," Rainbow pleaded. She took a moment to check her mentor's pulse and breathing. "Oh, thank Celestia," she murmured as she saw both begin to stablize.

It wasn't much longer before Zecora clenched her eyes shut, then slowly opened them again to look around the room before focusing on her student. "Rainbow Dash... you must be wary... I just..." She began coughing suddenly, but took a few deep breaths to get it back under control before continuing, "I was given a vision of something that truly frightened me..."

Rainbow fluttered her one good wing nervously. "A vision? You mean like something that's yet to be? What happened, Zecora? What'd you see?"

Zecora beckoned for Rainbow Dash to lean in as she replied, "Come closer, child, and listen carefully... Darkness... and fangs... do not let the ponies..."

"What are you talking about? Zecora? Zecora!" Rainbow Dash shook her mentor as Zecora's eyes drooped shut again, and her body went limp. Only the steady rise and fall of her chest provided any comfort.

Eventually, when she realized that Zecora wasn't going to wake, Rainbow Dash did her best to carry her across the hut. "I-it'll be okay, I'll just... put you to bed. But dangit, Zecora, you know I don't speak Zebrican! You've gotta wake up and tell me what you said!"

"Always behind, the world ahead

There are many paths to tread

Through shadow to the edge of night

Until the stars are all alight

Mist and shadow

Cloud and shade

All shall fade

All shall--"

The various patrons who were sitting and listening to Pinkamena's poem glanced among themselves, wondering if the sense of unease that had filled the room since she started was intentional or not.

"F...fade," she stammered, her voice cracking as one last beat against the drum echoed throughout the Bean There, Done That. Then, like a marionette whose strings had all been severed at once, her body went limp and slumped over against her drums before tumbling to the ground.

A few very uneasy ponies tentatively stomped a few times in nervous applause, but this died out quickly when Cuppa Joe rushed over the instant Pinkamena started to fall, getting there before Vinyl by less than a second.

"Pinkamena! Pinkamena, come back, dearie. Focus on my voice," Cuppa said, gently cradling her.

"Is she... hey, is she okay? What's goin' on?" Vinyl asked, practically dancing on the tips of her hooves with worry. And enough caffeine to wake a dead dragon, but mostly worry.

"It's okay, dearie... She... she's just having one of her 'episodes', but be ready to call--"

Pinkamena let out a little moan and fidgeted while Cuppa fretfully stroked her hair. A moment later, she murmured, "As I was walking up the stair, I met someone who wasn't there... As I was walking up the stair, I met someone who wasn't there... As I was walking up the stair..."

Slowly, very slowly, Pinkamena opened her big blue eyes. They were dull and unfocused at first, but soon brightened when she turned them to Cuppa and Vinyl. She carefully smacked her lips, her mouth feeling very dry, and lifted a hoof to touch Cuppa's face. "Oh... sorry. How long was I out?"

Cuppa smiled warmly and replied, "It was just a moment, dear, but are you okay?"

"Yeah... you need any help there, Pinks?" Vinyl asked.

Pinkamena shook her head at that. She gently pushed herself up out of Cuppa's grip and checked her balance, then brushed some dust off of her turtleneck. "It's okay. I'm feeling fine, now," she said, though she looked down at her fallen drums while she said it. "Um... Mrs. Joe?"

"Yes, dear?"

"I know this is short notice, but... I need to take a personal day tomorrow."

With that, she picked up her drums and started to walk into the back of the shop. The whole time, Vinyl stared in confusion. "Hey... Mrs. J, what just happened?" She saw that, in the crash, Pinkamena's parchments had been scattered, so she picked the pages up with her magic and glanced over the lines. None of them looked anything like the poem Pinkamena had just spoken.

Cuppa smiled and took the pages between her teeth. "Oh, don't you worry about it, Vinyl," she said around the parchment. "It's happened before, and she's always bounced right back. I'll just go see about changing the schedule a little... something important must be happening tomorrow if she asked for the whole day off."

No less confused than when she asked, Vinyl nevertheless let it go. Something told her that even if she chose to press the issue, the answer wouldn't do her any good.

Pinkamena stood on the mountainside. Canterlot above her, Ponyville visible miles away. Beside Ponyville was the vast expanse of the Everfree Forest.

From up above, she could hear the sounds of revelry. The sun was still up, but the Waking Night festivities were underway.

That was when she saw the cloud. Not above, but below. A cloud of thick, inky blackness that rose up from the Everfree and oozed through the sky toward Canterlot.

Pinkamena stood in the streets. Screams of terror rang in her ears as the black cloud swallowed up the streets. Ponies screamed within the darkness.

In the sky above, directly overhead, Pinkamena saw the sun and moon at the same time. The two celestial bodies shook in the sky, as if struggling against each other, but slowly, inexorably, they drew closer and closer together until the moon placed itself in front of the sun and cast its shadow upon the land.

The cloud rushed over Pinkamena, and she saw a glimpse of fangs gnashing in the blackness while a sickening laughter erupted all around her.

Pinkamena stood within the cloud, seeing only darkness without end. There was nothing else at all until suddenly she realized that there was.

Off in the distance, a light flickered into being. Then another appeared next to it, and another after that, and so it went until there were six sparks perfectly positioned like the six points of a hexagon. In the center between them, the darkness was pushed away, allowing a seventh light to shine. For a moment, the light was blinding to Pinkamena, but as her eyes adjusted, she realized that the light orbited by the six sparks was the moon.

Pinkamena stood in an open field, looking up at the moon. All around her, leaves hung in the air, held aloft by a breeze that no longer moved.

Nothing moved. Not the moon, nor the leaves, nor the grass beneath her hooves. Nothing except for a shadow glimpsed out of the corner of her eye.

Pinkamena slowly lowered her head to get a better look. The one thing that moved throughout the frozen landscape was a small figure wrapped in shadow like a cloak. It shuffled along, furtively turning what she assumed to be its head this way and that. "Princess... must find... the princess..." it muttered to itself in a tired, raspy voice as it moved past her.

Suddenly, it stopped.

It turned.

A single eye peered out of the cloak of shadows and fixed its gaze upon Pinkamena.

"You. You are... here? But no, not here. You are then," it said, drawing closer.

Pinkamena said nothing.

"As I was walking up the stair, I met someone who wasn't there," it said to her, quietly as if sharing a secret. "He was not there again today. Oh, how I wish he'd go away."

From out of the shadows, a gnarled, claw-like limb slowly reached out to touch her face. "Have to find the princess... before what might be becomes what is."

Pinkamena stood in her room in the story above the coffee shop where she worked. Gummy, the little toothless alligator who shared the room with her, slowly blinked one eye. Then the other.

The poet herself rested her chin on the edge of the table Gummy was standing on and replied, "It'll be alright, Gummy. I should just be going to Canterlot for a day. I'll be sure to feed you in the morning before the train, and if anything... keeps me held up... Mr. and Mrs. Joe will take care of you."

Gummy stared blankly at her.

Pinkamena let out a slow sigh. "I wish I knew, Gummy. I wish I knew."

Part 4 - Need to Know

Waking Night
by Crowmagnon

"We all wear masks, Mare-Do-Well. We all keep secrets, even from ourselves. You made me want to believe that I'm a good pony who's done bad things, but the truth is... half the time, it's the other way around."

--Sweet & Sour, from Mysteries of Mare-Do-Well #79

In the dark, dark depths of the vampony stronghold, Lady Moonshadow stood before a large full-length mirror. Rather than casting an accurate reflection, however, the mirror's face was subtly warped, making everything in it appear just slightly wrong.

Staring unblinkingly at the twisted reflection in front of her, the vampiric pegasus allowed her crimson eyes to lose focus and look beyond the surface. In this unfocused state, it was not the green blur that she saw, but the warps themselves which began to move and ripple beneath her gaze.

Slowly, sensuously, Moonshadow licked her lips before speaking the words, "Wake, Eclipse. I would speak with you."

With a sluggish, writhing pace, the phantom image began to twist itself into an amorphous shape with the vague form of a face, insofar as it seemed to have two eyes and a mouth that, when opened, let out an eldritch hiss that crawled in her ears.

"Mooonshadooow," it hissed. "Is it yet time to free me?"

Moonshadow grinned, revealing her fangs to the phantom in the mirror. "Very nearly. Tomorrow will mark the thousandth Waking Night. My forces are ready to ensure that it is the last."

"One thousand years," Eclipse groaned. "A millennium imprisoned, watching, yearning for my chance to repay Celestia for what she did to me..."

"Oh, my 'beloved mentor' is all yours, as long as you honor your end of our deal. And for added irony, it will be one of her latest apprentices who delivers her to you on a golden platter."

"An apprentice? How can you trust this 'apprentice' to aid us? Or have you returned to the good graces of your former master while I slept?"

"That was nine centuries and many, many lifetimes ago," Moonshadow replied with a dismissive wave of her hoof. "Any trace of affection I might have once felt for Celestia died along with Moonshine. As for Celestia's more recent student, though, she is very motivated to help us." With a wicked smirk, she added, "She simply doesn't know it yet. Savor this anticipation, Eclipse. Tomorrow night, Equestria will once again be ruled by shadow."

Eclipse's voice eagerly hissed, "Yessss. Free me, Moonshadow! Give me Celestia, and I will give you Dream Valley! You will have everything that you desire."

Moonshadow smirked at that and replied, "Well, let's not get too far ahead of ourselves. There are so many realms to explore and conquer, I don't want to limit myself when we're just getting started."

"Lt. Sparkle? Twilight?"

"Mm?"

"We're almost to the exit now. Are your eyes okay?"

"Oh. Yeah, yeah, I'm better," Twilight muttered. In truth, the spots in her eyes after that blinding flash had faded away to nothing about halfway through their trek to the exit, but she had continued to rely on Fluttershy for guidance and support to get out of the labyrinth. When they stepped out into the open, she finally let go of the pegasus and wobbled unsteadily on knees that felt too weak to hold her up.

"So, what do we do now? Find another Guard so we can give our statements, or...?"

Instantly, Twilight's body stiffened up, and she barked out, "No! No, you don't have to, because I was there, and... and this is classified. Top secret!"

Fluttershy's gasped and hopped up into the air, hovering as she brought her hooves to her mouth. "Really?!"

Twilight quickly pulled the pegasus toward her with her magic and shushed her. "Shhhh! Yes. Yes really. Listen, these are... these are some very dangerous ponies. They could have eyes and ears anywhere, so for your own safety, you need to just stay quiet about the whole thing until I get in touch with you again. Understand?"

Fluttershy thought about it for a moment and replied, "Well... not really. Wouldn't my husband and I be safer if we got some extra protection from the Guard while we're--"

"Top secret! Don't tell anypony, not even your husband or employees. This is strictly need-to-know," Twilight desperately hissed at her.

"Umm... or I could do what you said. Okay," Fluttershy conceded.

Twilight nodded slowly. "I'll be back after I get this all worked out. Until then... not anypony." She made a zipping motion across her mouth with her hoof. When Fluttershy nodded and echoed the gesture, she teleported away in a flash of magic.

When Twilight reappeared, it was into the familiar space of her quarters. She took a moment to check her surroundings before she levitated the pillow from her bed over to herself and began screaming into it as loudly as she could.

When she paused to catch her breath, she took several deep breaths. "Oh, Celestia... what did I just do? What did I just do?"

I saw what could very well be a serious threat to national security, and told the only other witness not to inform the proper authorities. And now my best friend is skulking around Canterlot with an alicorn-level magic weapon and some kind of secret agenda I don't know anything about!

"Okay... okay, don't panic, Twilight. Do not panic. You get stupid when you panic! DON'T! PANIC!" she said aloud in a desperate attempt to calm her fraying nerves. Her hooves clopped against the hardwood flooring as she paced in circles. "Trixie must have her reasons for getting mixed up in something like this without telling me. Think it through. What is it about Moonshadow's Fang that she might need it for?"

Moonshadow's Fang. Forged two hundred years ago at the behest of the vampony Lady Moonshadow. Known abilities: Absorption and focused release of solar energy. Able to draw out Princess Celestia's magic, it was used to weaken her considerably for a time. Lady Moonshadow herself was destroyed, and Celestia's magic was returned to her before she could do anything worse with it. The Fang was then secured in the most top-secret vault in Canterlot.

Twilight raised a hoof to rub her forehead. "I don't get it... what would Trixie want with the Fang? How did her contact get their hooves on it in the first place? I just don't understand..."

Suddenly, she jolted upright as if hit with a zap of lightning. "Maybe Shining Armor does, though! She was at his office earlier, so he might know what she wanted it for!"

Although it wasn't much to go on, Twilight bolted out of her quarters and ran as hard as she could across the Royal Guard compound without a care for what her subordinates or fellow officers might think if they saw her in such a state.

A few minutes later, she found herself racing down the corridor toward her big brother's office, and it was only the training and decorum that had been drilled into her throughout her service on an almost molecular level that kept her from simply barging through.

Instead, she skidded to a stop in front of the door, took a few seconds to catch her breath and gather her thoughts, then lifted a hoof to knock.

There was no sound.

That was not to say that there was merely no sound coming from the other side of the door. There was no sound coming from the door itself when she tapped her hoof against it.

Silencing spells were commonly used by unicorn officers to discuss matters of importance without being overheard. Even earth pony and pegasus officers would often keep enchanted items around to produce the same effect. That the Captain of the Guard would do so came as no surprise to Twilight, but her sense of urgency compelled her to employ a trick that Shining himself had taught her early in her training.

By focusing her magic on a smaller, weaker version of the force field bubbles that her brother was so famous for, she carefully crafted it into a magenta sphere no bigger than her hoof. One that was designed to subtly repel other magics.

Once it was formed to her specifications, Twilight moved the anti-magic bubble and pressed it against the enchanted door. There was some resistance where the two spells met, but as she pushed it further, the silence parted and flowed around it like a stone in the middle of a river. This granted her a small spot to strike in order to get Shining's attention.

Just as she was about to knock, however, Twilight heard her brother angrily ask, "No! I am not hoofing the Fang over to Trixie, not even for you! When I took this office, I swore an oath!"

In response to that, a quieter female voice replied, "And your service has been exemplary, Captain Armor, but your oath was to serve the interests of Equestria above all else. You cannot stop what is coming, but you can lead our little ponies through the aftermath. That is your destiny."

Twilight furrowed her brow and hesitantly lowered her hoof. Instead of knocking, she allowed curiosity to overcome her and pressed her ear against the door where her counterspell was active. From the other side, she could hear Shining angrily pacing in his office. "Unless my cutie mark washed off in the shower, my destiny is to protect ponies!"

"No, Captain Armor, this is inevitable," the other voice replied. Twilight frowned and did her best to focus. It seemed familiar, but was muffled enough by the door that she couldn't quite identify it. "When it happens, there will be confusion. Panic. Chaos. They will look to you and Cadance to provide calm in the storm. That is where you should devote your energies. Not toward prolonging the life of one little princess who is not long for this realm anyway."

"Shut up! I can't believe you, of all ponies, are telling me to just... just sit back and watch my sister's best friend commit treason! You can call it 'destiny' or 'the greater good' all you want, but if Trixie Lulamoon ever gets her hooves on the Fang, I will track her down to the ends of Harmonia and buck her straight through the gates of Tartaros myself!"

Twilight gasped in shock at what she was hearing. Her mind started racing, trying to make sense of it, but before she could even come close to formulating an answer, she heard Shining ask, "Wait... did you hear something?"

As a pinkish aura of magic formed around the door handle, Twilight immediately started to panic. With no time to think, she acted purely on reflex, and disappeared in a flash the same instant that the door swung open through the space which she had inhabited a mere split second ago.

Author's Note

Well, this one ended up being a bit shorter than expected. I'd been having a little trouble deciding which elements to use here and which to hold onto for later, but I think it worked out well enough in the final version. This is also the last of the "day before" chapters, so the next ones will start going into Waking Night proper. Hope you enjoy, and feel free to comment.

Part 5 - Ponyville Mares in Canterlot

Waking Night
by Crowmagnon

if what I see is only truth

and truth is only what I see

then what is hope but a phantom

that has never appeared before me?

--From the private notebook of Pinkamena Diane Pie

Rarity sighed softly and fidgeted in her seat for the thousandth time, her breath fogging the window as she looked out upon the passing scenery. The Friendship Express was almost to the mountain on which Canterlot was built, but it would take a while longer for it to wind its way around the mountainside and reach the city proper.

Butterflies began to awaken and stretch their wings inside her stomach at the thought of her destination. Canterlot wasn't just the political capital of Equestria, but the epicenter of high-class culture for the entire nation. She could only imagine, as she had in her fillyhood, what it would be like to be surrounded by such opulence and refinement.

The difference from those dreams of her youth and the reality of the present was that, rather than serving as an ideal to aspire to, her imagination only reminded her of how far away she was from the damsel who would charm the elites of high society with her grace and poise that she had once imagined herself to be.

She tried to calm her nerves as she shifted in her seat again, but couldn't help but look down at her working clothes. As tempted as she had been to go without them, the Autumn chill had been provided entirely too good an argument against doing so, no matter how out-of-place it would surely make her look.

As if reading her thoughts, a disturbingly familiar voice said, "That's not a good place for you."

Letting out a short shriek of surprise, Rarity jumped in her seat and whipped her head around to see Pinkamena staring in her direction from the seat next to her. "Pinkamena?! Where did you come from?!"

"I was sitting a few rows back," Pinkamena replied, pointing back over her shoulder to a bench where a family decked out in Waking Night costumes were holding each other. "I tried to start a conversation. Then they asked me to move, and this was the only other open seat on this car."

Rarity looked over and saw the children clinging to their parents with tears running down their little faces.

Turning back to Pinkamena, she whispered, "Celestia's mane, Pinkamena, what did you say to them?!"

Rather than answer, Pinkamena found a spot on the floor to focus her attention on.

Rarity shifted in her seat again and frowned slightly. When the other mare continued to keep her silence, she tried to turn her attention back to the scenery. As she looked up at the shining city on the mountain, though, Pinkamena once again said, "That's not a good place for you."

With an exasperated grunt, Rarity turned back and snapped, "Do you think that I don't know that?! I'm not some starry-eyed little filly who's going to Canterlot for the first time, thinking she's going to be swept away by a handsome prince! I'm going up there because there's something I have to do, and it's not any of your business what I do with my life!"

She glared straight into Pinkamena's eyes, and the barrista shrank back, her ears flattening meekly as she immediately looked downward. "... I meant the seat..." she murmured, pointing a hoof at the bench. "... The boards... they're warped a bit on the window end. That's why you can't get comfortable sitting there."

Rarity blinked a few times and shifted her weight, feeling the bench beneath her. When she confirmed that Pinkamena was correct, she raised a hoof to her face and sighed. "Of course. Ugh... I'm sorry, Pinkamena. I've been on edge since yesterday."

Pinkamena nodded slightly. After a quiet pause, she asked, "Rarity? Do you want to switch seats?"

Raising a quizzical eyebrow at that, Rarity asked, "You want to sit in the uncomfortable spot?"

"No. But I would be willing to," Pinkamena flatly replied. "I upset you, and I didn't want to."

Rarity studied Pinkamena's expressionless face for a bit, then asked, "Is this about yesterday?"

Pinkamena nodded once. "I'm sorry. I usually choose my words better. I just don't understand you, and it makes me nervous."

"Clearly," Rarity replied with a roll of her eyes. "How in Harmonia do I make you nervous? Is this about a unicorn trying to horn in on an earth pony profession?"

"'Horn in'. That's kind of funny," Pinkamena replied without a trace of amusement. "Wait, no. I mean... sort of. I've heard of unicorns trying to manage rock farms before, but they always fail without earth ponies to nurture the soil. So when I hear that you want to start your own farm all by yourself... I just don't understand."

Rarity frowned and turned back to look out the window. "I get it. You don't think that I can do it, either."

"That's... I'm sorry. I'll stop talking," Pinkamena replied. She pursed her lips and kept them closed for the remainder of the trip.

Eventually, the train rolled in to a stop at Canterlot Station, and Rarity joined the massive herd of ponies flowing out into the streets of Lower Canterlot. Despite herself, as soon as she saw the extravagant decorations down on her level and the majestic marble towers above shining in the noontime sun, her body locked up and her eyes widened in a stunned attempt to take everything in.

As a result, her moment of sensory overload was quickly interrupted by a trio of stallions dressed as Neighponese schoolfillies bumping her out of the way. After ricocheting off of a rather big-boned and fake-winged Princess Luna and very narrowly avoiding a sextet of foal-sized Power Ponies, she barely managed to get her hooves back under her and stumble along in the tide of ponies until the herd began to disperse.

As soon as she could, Rarity moved off to the side so that other ponies could pass by without her getting in the way. This gave her a chance to breathe and to take in the sights.

One could have easily mistaken Lower Canterlot for a newly-opened theme park, as gaudy and busy as it was, yet the austere beauty of the upper levels still captivated Rarity's attention. As she looked up at the elegant towers from so far below, she felt the yearnings of her fillyhood rising up to the surface.

"Ugh... there's no time for that, Rarity," she muttered to herself with a sigh. "I have a job to do, and I can't afford to waste time on foalish daydreaming."

"Well, it is beautiful," Pinkamena's dull voice replied from right next to her, causing her to jump. "If your schedule is flexible enough, you should enjoy it while you can."

Once she landed, Rarity gasped and thumped her chest a few times. "Gah! Pinkamena, are you following me?!"

"Yes."

"Why?!"

Pinkamena stepped back, pushing herself up against the wall of the nearest building in order to make room for passers-by. "... Crowds intimidate me, and you're the only pony I know here."

"So, in order to avoid being in a situation that makes you nervous, you decided to stay close to me, after saying to my face that I make you nervous."

"... Pretty much."

Rarity let out a tired laugh and shook her head before turning her attention back to the streets. "Well, then I guess we have something in common, because I don't understand you either." As she looked over the crowd, her gaze swept across what she could see of the city, tracing the roads which would lead her to her destination.

"So, where are we going?"

"Well, I'm going to find the Canterlot Orange Hotel. I intend to have some words with Ms. Applejack, and since she's related to the owners, if she is staying anywhere in this city, it would almost certainly be there. What about you? Don't you have your own business to attend to?"

"Yes," Pinkamena replied. "But I can't yet. Can I stay with you until then?"

No, just let me do this myself, were the first words that came to mind, but as she turned back toward Pinkamena to voice them, she saw the pink mare quickly tilt her head down to avoid eye contact. At the same time, though, Rarity saw her glancing up furtively from behind her mane before looking away again.

After a few awkardly quiet seconds, Pinkamena muttered, "... Never mind. I'm sorry, that was too much to ask. I'll just leave you alone."

Pinkamena started to turn and walk away, but a tug at her tail stopped her before she could go more than a step. She glanced back to see a pale blue aura gripping her tail, matching the glow around Rarity's horn as the rock farmer said, "Now hold on, I didn't say that."

"Isn't that what you were thinking, though?"

"Don't put words in my mouth, Pinkamena. Or in my brain," Rarity replied. She mulled over her words for a moment, then said, "Honestly, I don't know this city either, so having somepony from Ponyville by my side wouldn't be the worst thing in Harmonia if you don't mind tagging along."

When Pinkamena nodded in agreement, Rarity smiled a bit and released her tail. "Alright, I think the Orange is this way," she mused as she stepped back into the herd. Pinkamena followed right behind her and pushed through the tide of ponies until she caught up to walk side-by-side with the unicorn.

"I'm sorry, ma'am, but there's nopony by that name in the registry, and even if she were here, it's against hotel policy to divulge guests' room information."

"No... no, she has to be here," Rarity protested. "Please check it again. She might be in the penthouse suite?"

With the patience of a saint, the clerk replied, "I did check, ma'am. Twice. Miss Applejack doesn't have a room or a reservation here at this time. And since all our rooms are taken for the holiday, I wouldn't expect her to have one in the next few days at least."

"I see... well... thank you for your time," Rarity said as she turned away and left the reception desk. Pinkamena, who had been waiting off to the side, walked up to join her.

"What did she say?"

"The same thing they told me at the Orange," Rarity dully replied as her hooves carried her out the front door and into the afternoon sunshine. "And all of the hotels after that. Applejack isn't staying here, or they aren't admitting it."

"I see. Well, we've already skipped lunch. Maybe we should get something to eat?"

Rarity shook her head. "I just need to keep going. I'm not even hun--" she started to say, only to be interrupted by what sounded like the growl of an irate hydra. She stopped in her tracks and looked down at her stomach, then blushed and bashfully told Pinkamena, "Well... maybe we can grab a little snack. As long as it isn't too expensive..."

She reached into her saddlebags with her magic and counted up the small number of bits that she had brought with her. There were many outdoor cafes in this part of Canterlot, and while the amount that she had brought with her could have gotten her a full-course meal with enough left over to nibble on for at least two days afterward back in Ponyville, the prices she saw posted on the menus told her that she barely had enough for an appetizer.

"Let's head down there," Pinkamena suggested, pointing a hoof toward the markets of Lower Canterlot where the celebrations were already in full swing. The narrow metropolitan streets were filled to capacity with costumed ponies and street vendors. "I'm sure we'll find something we can both afford that way."

"I suppose you're right," Rarity replied. Turning to Pinkamena, she raised an eyebrow and asked, "Will you be alright with the crowds, though?"

"..."

Rarity had to wonder how her situation had come to this, with Pinkamena, a mare with whom she was used to communicating solely through beverage orders, clinging to her side as if their clothes were stitched together. A necessary measure, apparently, as Pinkamena stubbornly refused to lift her head up while they pushed their way through the herd.

So, paving the way for both of them, Rarity ordered a pair of pirogi from a vendor with a thick Stalliongrad accent, then found a table where they could sit down and eat. Despite her earlier determination to seek her target out without rest, Rarity's hooves and stomach were both grateful for the chance to relax and refuel.

While they ate, Pinkamena watched Rarity, quickly looking away whenever the unicorn glanced in her direction. Not quickly enough to avoid being caught at it, however, which annoyed Rarity more and more until she set her food down and bluntly asked, "Alright, Pinkamena, will you please tell me what this is all about?"

"What is what about?" Pinkamena asked, barely audible over the ambient chatter surrounding them.

"The way you've been acting this whole time! Back in Ponyville, we've never even really talked to each other, but you've been following me around on this whole mad quest. Now you're staring at me when I'm not looking like a schoolfilly with a crush or... oh. Wait... do you...?"

"No!" Pinkamena's cheeks reddened at the unfinished question, and Rarity saw her look up, eyes widen in genuine surprise. She then looked down at the tabletop and traced her hoof along the loops and whorls in the wood grain. "Sorry. You are pretty, but I'm not attracted to you like that. I just don't understand how you can expect things to go your way. You're a unicorn who wants to work a rock farm all by yourself. Even if you find Applejack and convince her to give you the loan, there's every reason to believe that it'll fail, so why...?"

Rarity leaned back a bit in her seat. "Ah. Well." She looked across the table at Pinkamena and saw the way that she would furtively glance up at her from behind her mane before looking away in shame, never letting herself make eye contact for more than an instant. She thought over her words for a moment, then asked, "Did you know that before I discovered my special talent, I wanted to be a fashion designer?"

Pinkamena again looked mildly surprised and shook her head, so Rarity continued. "It's true. I dreamed of being a pony who could create clothing that would transform other ponies into their most beautiful selves. But as time passed, I came to realize that what I really wanted, more than anything, was to find that inner beauty and bring it to the surface. When I'm working in the fields, nurturing the rocks and placing them where the minerals inside can best feed off of the magic in the earth, I feel this sense of connection to everything around me. Like... what I used to want to do for ponies is something that I can do for Equestria itself."

Pinkamena's hoof stopped fussing over the tabletop as she listened, and while her expression was perfectly neutral, she said softly, "... Go on..."

Rarity smiled a little. "Well, you might think it's grandiose of me, but I truly believe that Harmonia is a beautiful realm, and that maybe, if I work hard, I can make it a little moreso. You're an artist yourself, so I'm sure you can understand the feeling, right?"

Rarity's smile widened hopefully, thinking that she had finally found a point which would help her understand the strange mare. Instead, her smile faded quickly when Pinkamena slowly shook her head. "Not really, no. I use poetry as a way to describe the world as I see it... not to change it. I've never been able to make myself believe that what I do actually matters. But Mrs. Joe found the notebook I'd been writing my poems in a few years ago and talked me into reciting some of them, so..." She trailed off and shrugged her shoulders.

Then she blinked and started rubbing her chin in thought. "Wait... doesn't Applejack have friends who live here in Canterlot? I just remembered seeing a story about that from one of Mrs. Joe's gossip magazines."

Rarity's eyes widened, followed by a gasp of realization. "My goodness... you're right! I read the same magazine, why didn't I think of that?" She quickly finished off the last of her pirogi in two bites, then got up out of her seat and looked upward toward the Noble Quarter. "Alright, let's see... if I remember that article properly, Applejack has a tight-knit friendship with a philanthropic venture capitalist by the name of... oh, what was it?"

"Fancypants."

"Right, Fancypants! Now, he'll be up in the Noble Quarter, so it's a matter of finding out which mansion is his. Even then, I doubt that we'll be able to simply go in and ask him..."

"He won't be there anyway," Pinkamena replied.

"What? How do you know that?"

"Because he's buying a fritter."

Rarity's head whipped toward the food court so quickly that a bit of food caught in the back of her throat, forcing her into a coughing fit. After dislodging the errant bite from her windpipe, she wheezed, "Pinkamena, don't try to trick me like that! As if Canterlot's most eligible bacherlor would be down here buying fritters like a... a..."

While she attempted to chastise the poet, Pinkamena simply reached out and placed a hoof against her cheek, then turned Rarity's head in the proper direction to see a tall, impeccably-attired unicorn stallion with a white coat and blue mane. A monocle over his left eye further added to the air of refinement that seemed to surround him. While she watched, he left a stack of bits on the vendor's counter that was easily worth twice the cost of the actual donut, which he carried with him in a navy blue aura.

Somehow, despite the distance, she could see a coltish twinkle in his eyes as he took a deep sniff of the warm pastry. Time seemed to slow for her as he leaned in to take a bite, and the deliciousness of the treat caused his face to melt into an expression of nearly sinful bliss.

"... Like an Adonis..." Rarity eventually concluded in a dreamy voice as the last small piece of her own food slipped out of her aura and fell to the ground. Then she started fussing with her braid as she mused out loud, "Okay... okay, how do we approach him? He's so... regal. We can't just go up and start a conversation, a couple of poor mares from Ponyville. He'd think we were a couple of gold-digging hicks, Pinkamena! Do you have any ideas? ... Pinkamena?"

Rarity glanced over to her side, only to find an empty seat where Pinkamena had been sitting a moment ago. Then she looked back and let out a yelp of surprise as she nearly fell out of her seat when, in the mere moment that she had been facing away, Pinkamena and Fancypants both seemed to teleport right next to her.

"Good afternoon," the stallion said in a smooth, pleasant voice, completely disregarding Rarity's shocked reaction. "Miss Rarity, was it? Your friend here said that you were both from Ponyville, and needed to discuss something important about Applejack?"

"We're not actually friends," Pinkamena replied while Rarity struggled to pull her jaw back up into place.

"You... you're... you're really... real?" Rarity stammered, looking Fancypants over. It had to be a hoax, after all. An ordinary pony dressed up as a member of high society. The stallion simply smiled in understanding at her doubt.

"Well, I certainly strive to be, even when Canterlot society is not always the best venue to be so," he joked. Holding the fritter out in his magic, he mused, "My peers would probably have a good joke at my expense if they saw me coming down here to buy one of these, for instance. Truth be told, though, ever since Applejack introduced me to them, it's been a struggle to avoid glutting myself. Or perhaps you were asking if I am really me?" He turned his body to present his flank to Rarity. "Does this help?"

If Rarity had felt too cold before, that was swiftly remedied when her cheeks started burning like the sun on a summer day. "It certainly does..." she breathily replied before her eyes focused on the actual point of interest; his cutie mark of three golden crowns.

"Well, now that we've established that, how do you charming young ladies know Applejack?" He took a bite out of his fritter, then levitated a kerchief out of an inner pocket in his suit to wipe the crumbs from his neatly-trimmed mustache.

Rarity's eyes widened, and she immediately reached out to pull Pinkamena close. In a voice approaching a pitch that was just shy of only being audible to dogs, she whisper-squealed, "He said I'm charming! What do I do?!"

Pinkamena, by contrast, seemed less enthusiastic as she bluntly replied, "You should probably start by answering his question."

"Right! Question!" With more force than she probably intended, Rarity shoved Pinkamena back to foreleg's length and started nervously fidgeting with her braid. "Well, you see, I don't really know Applejack personally, but my sister is best friends with her sister, Apple Bloom."

Fancypants nodded and took a seat across from the mares. "Ah yes. It was so horribly disappointing when Applejack came and told me about how her plans had been changed. I couldn't even get her to join me on my trip down here, she was so upset."

Rarity blinked as the pieces started to fall into place. "Wait, you're saying she was upset? And she's at your house right now?"

"Oh, yes, she often stays with me when she is in Canterlot. She's only going to be there long enough to prepare for the ball, though." With a shake of his head, Fancypants sighed. "Honestly, I don't know what Prince Blueblood is doing, pushing so hard for her to be his escort. The stallion is prone to his flights of fancy, but it's rare for him to be that inconsiderate. If it were up to her, she would have taken the first train to Ponyville."

Rarity removed her hooves from her braid and planted them on the table with a heavy thump. She felt a brief wave of vertigo as her assumptions were so abruptly turned upside-down, but that wave of disorientation soon gave way to teeth-grinding anger. "So it's true... there really are no more real princes in Equestria. Well that... that... cad is not going to have his way if I have anything to say about it!"

"Rarity? What are you going to do?" Pinkamena asked.

"Go up there and make sure that Apple Bloom gets to see her sister before the night is out, that's what I'm going to do," Rarity replied with fierce determination. "And if this Prince Blueblood tries to stop me, I'll tie him up like a hog!"

Upon hearing her declaration, Fancypants's eyebrows shot up so high, they seemed to rise above his hairline. His monocle also fell out of place, but was quickly grabbed by his magic and returned to its position before it could hit the ground. "Miss Rarity, you are talking about Prince Blueblood, a descendant of the last queen of Equestria! And accosting him on my property? You must realize that I can not just let you go off on your own to do that."

Rarity's ears flattened, but she held firm and turned away as she got out of her seat. "I'm sorry, Fancypants... but a young filly is crying her little eyes out because she thinks that she's been abandoned. I can't be talked out of it!"

"Oh, I don't intend to," the stallion replied. He quickly ate the rest of his fritter in three large bites, then daintily wiped his face clean before getting up to join her. "What I meant to say is that it is almost time for the prince to come pick her up. If you want to get there in time, I will have to lead the way." With a wink, he added, "I also know where the rope is kept, if need be."

Rarity, momentarily stunned by the stallion's offer of assistance, felt the blush return to her cheeks as Fancypants took off up the road at a brisk jog.

"If you want to keep ogling him, you're going to have to keep up," Pinkamena's voice whispered into Rarity's ear. The young rock farmer stiffened up, her mouth babbling out some sort of incoherent denial before realizing that she did, in fact, need to take off running up the mountain to catch up.

Soon, the trio of ponies had run their way up the mountain into the Noble Quarter. With Fancypants guiding them, they quickly found the street leading to his mansion. Rarity was close behind him while Pinkamena trotted along in the back of the line, watching Rarity with blank-faced curiosity.

As the tall house came into view, Fancypants looked back over his shoulder and assured the mares, "Here we are, and with time to spare."

Rarity, slightly distracted, replied, "Flanks... I mean 'thanks'! Thank you, Fancypants, you didn't need to go to all this trouble."

Fancypants grinned and replied, "Nonsense, Miss Rarity. To be honest, you simply said what I had been thinking back there, but was too indecisive to act upon. But Applejack is my friend, and she deserves whatever help I can give her to get out of this dreadful situation. Perhaps it wasn't coincidence that caused us to cross paths so that you could remind me of that?"

Rarity's eyes lit up, and she quickly looked down at the path in front of her to try in vain to mask the silly smile spreading across her face. "Oh, no... You're such a gentlecolt, taking the time to talk to a small-town mare, I'm sure that you would have come to that conclusion on your own."

From behind, Pinkamena added, "Yeah, you might not be a prince, but you seem like the next best thing."

"What was that?" Fancypants asked, glancing over his shoulder.

"She didn't say anything," a red-faced Rarity quickly blurted out in response as they set foot on the cobblestone walkway leading up to the manor.

When they arrived, a heavyset female donkey dressed as a maid was waiting for them on the front stoop. When she saw them coming, she walked up to them with a fretful expression. "Mr. Fancypants? I need to tell you something."

"Oh dear. Alright, I'll listen to whatever you have to say, Mildred, but can you fetch Applejack for me first? There are some ponies here that she'll want to talk to, and it won't be long before Prince Blueblood arrives."

Mildred glanced at the mares following Fancypants before replying, "Well, that's the thing, Mr. Fancypants. The prince came early... I'm afraid Miss Applejack's already gone."

Rarity gasped. "What?! But... no... We spent all day trying to find her. How long ago did they leave? Maybe we can catch up!"

The maid shook her head. "I'm sorry, miss, but they left fifteen minutes ago. Unless you can sprout wings or teleport there, they'll already be at the palace before you catch up to them."

Pinkamena watched as Rarity's ears flattened, and she stomped the cobblestones in frustration. She watched Fancypants bow his head slightly in thought for a moment before saying, "Well, it may be a bit more difficult, but perhaps not all hope is lost. I happen to have an invitation to the very same ball they will be attending. I would be happy to go see if there is a way to extricate her."

He then turned toward Rarity and asked, "Miss Rarity, the invitation is a 'plus one'. Would you be willing to assist me?"

Pinkamena watched Rarity gasp and perk up instantly, her eyes glittering like sapphires. "What? You... you would want to go with me?" she asked, obviously struggling not to squeal again. But then Pinkamena saw her look down at herself.

"If you're concerned about your attire, it's no trouble," Fancypants replied, seeing her reticence. "My cousin Fleur has a wide array of formal dresses that she leaves here when she is abroad. I'm sure she wouldn't mind if you borrowed one for a worthy cause."

Rarity bit her lip at that, her knees trembling unsteadily at the offer. "Oh... Fancypants, that would be a dream come true... I have to decline, though." She looked up at the sun, which slowly arcing its way down toward the horizon. "My own sister is waiting back home with her little friends... including Apple Bloom. I can't add to her woes by failing to show up."

With a weak smile, Rarity struggled to say, "I'll have to get to the train station soon if I'm going to make it back in time... Besides, you're her friend. You shouldn't need my help. Perhaps Pinkamena?"

Both unicorns looked toward Pinkamena, who shook her head. "Sorry... crowds intimidate me. Besides, I wouldn't be much help talking to ponies."

Pinkamena watched the subtle disappointment settle into Fancypants' face as he replied to Rarity, "Well... I'm sorry to hear that, but it does sound like that filly needs your support more than I do." Taking his hoof with his, he vowed, "I promise I will do whatever is in my power to help Applejack reach you before the night is out, so you and your friend should hurry to make that train."

"We aren't actually friends," Pinkamena quietly corrected again, only to be ignored while Fancypants bent his head down to kiss Rarity's hoof.

"Good night, Miss Rarity. Miss Pinkamena. I hope that we have a chance to meet again," he told them before heading inside with Mildred following behind to close the door.

After he was gone, Pinkamena tilted her head and asked the stunned and blushing Rarity, who was staring down at her hoof, "Are you sure you don't want to go with him? Even if you can't get Applejack to go with you, you can still talk to her about your loan."

Rarity grunted and re-focused on Pinkamena, then cast a longing look at the manor before forcing herself to turn away and start walking on three legs. "No... no, if I can't help those sisters re-unite, then I shouldn't try to manipulate the situation for my own benefit. Right now, the best thing for me to do is exactly what I said, and do my best to give those girls an enjoyable Waking Night."

Pinkamena watched her limp down the street a bit before following after her. "You're a good mare, Rarity," she said in her dull monotone.

After a few more steps, she asked, "Umm... why are you walking like--"

"After everything we went through, I am not letting this hoof touch dirt ever again," Rarity interjected before Pinkamena could finish her question.

"But you push rocks around all day for a living."

"I'll find a way!"

The sun was considerably lower in the sky by the time they approached the train station, and the colors of sunset were beginning to spread out across the horizon. The two mares silently made their way to the building when Rarity suddenly realized...

"Oh no! Pinkamena, we were so wrapped up in what I was trying to do, we never got around to doing what you needed! I am so sorry that I wasted both our time... I--"

"It's okay," Pinkamena interrupted without looking Rarity's way. "I already took care of it."

"You did? When did you have the chance? This whole time, you've just been following me around."

Pinkamena shrugged. "It's okay. You were focused on your own goal. I was just supposed to find somepony. I think I have."

"You think you have? Who were you looking for, Pinkamena?"

The poet pursed her lips, hesitant to answer. She furtively glanced at Rarity from behind her bangs, but after a stretch of awkward silence, she opened her mouth to respond.

The instant her lips parted, however, another pony collided with her, knocking her off her hooves. The other pony, a mare covered head-to-tail in a Mare-Do-Well costume, also went sprawling. One of her props, a golden dagger, also went tumbling out onto the ground.

"My goodness! Don't run around if you can't see where you're going," Rarity exclaimed, chastising the 'superhero'. "Especially if you're carrying around something that could hurt somepony." She immediately went to help Pinkamena up, but also reached out with her magic to pick up the dagger.

"Don't touch that!" Mare-Do-Well snapped, rolling back up onto her hooves in an instant. Her voice distorted by the mask she wore, she nevertheless proved able to grab the knife with her mouth and yank it out of Rarity's aura with enough force that it felt like it had been smacked out of her hooves. Without another word, 'Mare-Do-Well' took off running up the road.

"You could at least apologize," Rarity shouted after the masked mare as she got Pinkamena standing again. "Honestly, can you believe some ponies?"

Whatever reply that Pinkamena might have given was interrupted by a piercing scream. One that quickly became a chorus as a shadow passed over them.

Rarity and Pinkamena both looked upward and felt the blood in their veins freeze into ice at the sight. A cloud hung overhead, but not an ordinary cloud. A mass of pitch blackness hovered above them like a lake of ink suspended in the sky as it flowed purposefully through the air toward the upper levels of Canterlot.

"What in Harmonia is that?!" Rarity shrieked. Already, armored pegasi were flying to ward off the black cloud, but even from such a distance, she could see the sinister mass flow around the flying contingent of the Royal Guard. This was soon followed by the horrifying sight of numerous golden armored bodies plummeting straight down out of the cloud.

"Never mind that... Why's that happening?" Pinkamena asked, and it shocked Rarity to hear that the poet's voice was uncharacteristically filled with emotion; terror. Rarity turned her head to see that Pinkamena was pointing off in the direction of the setting sun, revealing a sight that neither of them had seen in their entire lifetimes, or even heard about except in ancient horror stories.

Off in the distance, while the sun still hung in the sky, the moon was slowly, reluctantly rising above the horizon to meet it.

Pinkamena and Rarity clutched each other tightly at the sight of the two celestial bodies slowly drawing closer and closer together. In all of Equestrian history, there had only ever been one time when the sun and moon had met in the sky.

"Eclipse..." Pinkamena and Rarity both whimpered, unified in dread.

Author's Note

You ever have a chapter that is giving you grief until that one element that ties everything together pops into your head? For me, Fancypants was that element for putting Rarity and Pinkamena on Applejack's trail. He was a last-minute addition, but as soon as I thought about bringing him in, I realized how much he should be there, given that I already established that he and Applejack have been long-time friends in The Cutie-Marky Tales. It also helps provide an "AU or not, Rarity is still Rarity" moment. She might say that she doesn't think of herself as a romance novel heroine, but that doesn't stop her from being attracted to classy, gentlemanly stallion.

So, once again, I apologize for the lateness in producing this chapter. I've pretty much been only writing one day a week for entirely too long now, and I need to put more effort into it.

Part 6 - Returning Generosity

Waking Night
by Crowmagnon

"I promise, there is a very good explanation for all of this... and as soon as I know what it is, I'll tell you."

-- Agent Dashing Doo, circa 798AE, regarding "The Noodle Incident"

It was Waking Night morning, and Applejack scowled at the sight before her. She was staring into a full-length mirror, and was thoroughly displeased with what she saw.

Off to the side, Fancypants offered a genteel smile. "Well, if nothing else, you look ravishing. Green is most certainly your color."

"I know. I hate it," Applejack replied sourly. In all honesty, she truly wished that she could argue with her dear friend's appraisal. In her day-to-day life, she favored a certain level of androgyny in her appearance; mostly because, as Apple Orchard's founder, she insisted on working at least as hard as her employees so long as the company was still getting off the ground. Long hours in the office day after day while needing to present a respectable image at all times made a short, easily-managed manecut and straightforward business suit far more practical than if she favored a more high-maintenance, "frou-frou" ensemble.

The mare looking back at her from the mirror's reflection, by contrast, was one who was ready for a night out on the town. The cut of her dress created an alluring illusion, making her legs look longer and slimmer than they actually were. Makeup carefully applied by Silk Sheets, the head maid, further enhanced her femininity, drawing attention to her lips and eyelashes. Her somewhat coltish blond mane had barely been touched, but with the addition of the cosmetics and a professional styling, she looked more like a sophisticated fashion model.

"It's just a shame that Fleur isn't here to see this. I'm sure she would be delighted," Fancypants offered. His optimism was rewarded ever so slightly as the flicker of a smile graced Applejack's lips.

"If Fleur were here, she would suggest some insane caper to smuggle me to Ponyville."

"And, as retribution for putting you in such a position in the first place, plot to embarrass the prince while somehow securing his endorsement for Apple Orchard at the same time."

Applejack laughed and looked toward her friend. "Why Fancypants, you almost sound approving of such delinquency."

Fancypants gasped in mock indignation. "My dear, I would never approve of my sweet cousin engaging in such scandalous behavior." He stepped forward to place a hoof around her back and added, "Your beau proving her love by running circles around your enemies, no matter how powerful or influential, though... well, I would certainly enjoy seeing that."

Applejack smiled, but her eyes began to water as she leaned in to embrace Fancypants. "I... I really wish that she was here right now," she whispered, her voice breaking as she sniffled against his neck. "I don't know how I'm going to get through the night."

Hugging her back, her friend assured her, "You are a good mare, Miss Applejack, and you aren't alone. We're all doing our best to find a way to fix this."

"There's no way I'm going to be able to fix this," Check List groaned. After running around the city on his employer's behalf the entire day, struggling in vain to catch the prince and talk him into re-scheduling, the unicorn's path ended in a Lower Canterlot tavern with nothing to show for it but a mug of hard cider.

"Must've been somepony special."

"Hmm?" Check List looked over and saw an older, cherry-red unicorn mare nursing a cocktail a few seats down the bar.

Despite the heavy makeup and wrinkles around her eyes, the mare was still quite attractive, bringing a blush to his cheeks when she gave him a drunken, flirty smile. "Whoever you're moping over, cutie. In my experience, a pony doesn't look that sad on Waking Night unless some mare broke their heart. Or stallion."

"She's a mare," Check List quickly clarified. "B-but it's not like that! She's my boss. I let her down."

The older mare lifted her drink in her aura and skeptically replied, "Really? A young fellow like you getting all worked up over his boss? And you aren't carrying a torch?"

Check List shook his head. "Really, it's not like that. I owe her... everything." He took a sip of his own drink, then asked, "You ever heard of Flim Flam Incorporated?"

The mare tapped her chin in thought. "I think I read about that in the papers a while back. Wasn't that some kind of scam?"

Check List nodded. "Tricking inventors out of their work and patenting it for themselves, shady investment deals, fraud... and I worked for them. I-I didn't know what they were doing, at first. I mean, I was fresh out of college and I just needed to get my hooves wet, and whenever something seemed crooked, they had this way of making it sound like everything they wanted me to do was just how things worked in the business world. So I did whatever they said until one day, it was just too much to handle.

"So I blew the whistle on them. I took the records that had all their dirty dealings and turned them in to the authorities. It was a big scandal for a while, but they made some deals. The company was dissolved and almost all their assets got seized to pay back the ponies they'd scammed... and I was out of a job."

The stallion sighed and rested his chin down on the bar. "I tried to find another job somewhere else. Somewhere better. But wherever I went, as soon as they found out I was a whistleblower, they turned me away. Even honest businesses don't want to keep somepony around if they think he might snoop around and steal their secrets.

"So there I am, barely out of school, desperate for work, and every place I apply at treats me like I've got pony pox."

"It's a rough world," the mare sympathetically replied. "At least your boss said 'yes', right?"

Check List chuckled and lifted himself up to shake his head. "That's the thing. She wasn't the one who had to. I'd already given up by then, and was about to go beg for a job at Burger Princess just to make rent when I heard a knock at the door. I open it up and there's this mare standing there. She looks me over, then asks, 'Check List? My name's Applejack. I heard you're looking for a job, and I need some good ponies on my team.'"

The older mare raised an eyebrow. "A white horse come to your rescue, just like that? That sounds a little too good to be true."

Check List couldn't help but laugh. "Tell me about it. After all those rejections, half of me wanted to throw myself to the ground and kiss her hooves, the other half figured it had to be a trick. Like maybe she wanted to hold the fact that nopony else would take me on over my head, to keep me loyal. But I started working with her and... and she was everything those con artists at Flim Flam Inc. weren't. She said she wanted me to work for her because she wanted ponies who'd do the right thing, even when it was hard.

"And it sure wasn't easy, starting out. Still isn't, but she never let the fact that it was tough stop her from putting everything she had into it, and that made the rest of us want to do the same." His ears drooped as he admitted, "That's probably where I screwed up. I was trying so hard to impress her with what I could do to help the business that I forget sometimes that she's a pony like the rest of us."

"Sounds rough," the mare replied, swirling her drink around in her glass. "But there's no point beating yourself up over it now, is there? Sounds like you did everything you could."

Check List hung his head, but then jolted upright again when he felt a hoof slowly running up and down his back.

Leaning in, the older unicorn whispered, "You seem sweet, and you're not doing anything else right now. How about you just stop thinking about your boss for a while and come on up to my place? I'll put on something nice, and we can have our own Waking Night ball."

Check List's face turned beet red as the mare leaned in closer. Despite the age difference, she really was attractive, and her perfume smelled like apple blossoms...

All of a sudden, he gasped. "That's it!" He quickly chugged the rest of his cider and hopped down off the barstool before turning to the mare and taking her hooves in his own. "I'm really, really sorry, but there is still something I can do. Umm... but maybe later...?"

The mare's flirty demeanor evaporated into a bemused frown.

"Right... sorry. Thanks for the talk, I've just gotta go. My boss... she's special," he stammered as he put enough bits on the bar to cover both his drinks and the older mare's. He then ran off out into the crowded streets.

Once he was gone, the mare's frown turned upward into a wistful smile. In a thick, lower-class Manehattan accent, she mused, "Well, can't argue wit' dat. At least I don't gotta use Plan B." Her horn began to glow with a pink aura which spread down over her entire body. As the crow's feet around her eyes faded to nothing, her mane and coat changed color to pink and a creamy white, respectively. She then picked up her drink again and took a long sip. "Ugh... between Trixie an' Blueblood, I'm gonna need ta actually take a trip ta Prance after this..."

Applejack sighed softly as she looked out the window. The afternoon sun shone down on Equestria, and from her vantage point in Fancypants's tower mansion, she could see the township and farms of Ponyville off in the distance. Within sight, but so far away.

After the initial fitting, she had taken the dress back off. Ostensibly, this was to keep it from getting dirty or damaged before the ball, but the truth was that wearing it felt like being wrapped in chains, and she intended to remain out of it for as long as absolutely possible.

"Why does Prince Blueblood even want me to accompany him, anyway? I'm not even on the market, let alone for some stuck-up, antiquated, useless know-nothing who doesn't have anything better to do than demand a date with a mare who doesn't even want to be here, and ride around in his gaudy sky carriage. Just look at that thing..." she grumpily muttered, catching sight of a team of pegasi in platinum armor, carrying along a blindingly white and gold carriage.

The Blueblood family crest was clearly visible on the doors, set in glittering blue sapphires. While she watched it circle around, she realized, to her horror, that it was descending toward the street in front of Fancypants's tower.

"He's here? Already?! I thought I would have more time!" Applejack began to panic, and rushed back to the guest room.

When she arrived, she immediately went to the wardrobe, only to find nothing but air where the party dress had been. Her green eyes went wide in shock as she pulled open the lower drawers and started frantically searching through them, discovering in the process that even the clothes she had brought from Manehattan were missing.

"Ms. Applejack?" Silk Sheets poked her head into the room. Her voice cut through the blind panic that Applejack was in.

Turning toward Silk, Applejack rushed to her and started shaking the unicorn maid. "My clothes! Where are my clothes?!"

"I-I-I pa-a-acked them awa-a-a-ay fo-o-or your tr-i-i-ip ba-a-ack to Po-onyvi-i-ille!" Silk explained through the shaking. Applejack stopped and stared in disbelief at her, and once Silk's eyes stopped spinning, she gave Applejack a smile. Her horn glowed, and a train ticket rose up from the neckline of her uniform to hover in front of the businessmare. "You have to hurry, though. The train departs soon."

Applejack's eyes started watering, and she let go of Silk in order to wipe them dry. "You... Please don't tease me like that. It's a sweet thought, but the prince...! Apple Orchard's future..."

"Don't worry about Prince Blueblood," a familiar male voice told her. "I started this whole mess, so I'll help you get out of it."

"Check List?" Applejack looked up to see her assistant, and the tears that had been welling up in her eyes instantly evaporated as her jaw dropped to the floor. She placed a hoof beneath her chin and lifted it up so that she could ask, "... What are you doing in my dress...?"

"I know, it's a rush job, but it's the best I could do," Check List said, looking himself over. Dyed orange and blond, he fidgeted to make the party dress fit better. Applejack stared in silence, unsure if she should be impressed or chagrined that the illusion was actually fairly effective. The features that had enhanced her own femininity when she had tried it on earlier now did an equally good job of masking her assistant's masculinity, and the addition of a hat with a light veil hanging down over his face covered up his horn.

Applejack stood poleaxed at the sight for a few seconds, then shook her head to clear it. "I... have no words. You helped him with this?" she asked Silk, who proudly nodded. "This is insane! What if he wants you to dance?"

"I'm prepared to make that sacrifice," Check List replied resolutely.

"What if he wants to kiss?"

"... I'm prepared to make that sacrifice."

"What if he wants to-mmmph?"

Check List quickly interrupted her by placing a hoof over her muzzle. "Please... don't ask how far I'm willing to go," he pleaded before lowering his hoof. "Look, you've spent years thinking of the company, your employees, your customers... so tonight there's only one pony you should have to think about, and she's waiting for you down in Ponyville. I'll take care of things up here."

Applejack seriously considered arguing against it. As much as she wanted to simply take the tickets and run, the risks were so great... but as soon as she heard a loud, insistent knock at the front door, she wrapped her forelegs around him.

"This is the most insane thing I've ever given somepony a bonus for," she told him, "but if Apple Orchard is still in business when this is over, you'll have more than earned it."

"All part of the job, boss," Check List replied.

With that said, Applejack let go of her assistant and grabbed the levitating ticket in her mouth so that she could tuck it away in one of the pockets of her suit.

The run to the train station was a hard one. As a veteran runner of charity marathons back in Manehattan, Applejack was no stranger to staying fit or pushing herself, but the massive herds that she had to weave her way through as she hurried down the mountain kept her from going all out.

A particularly dense throng of ponies had gathered in the square beneath the palace as they waited for Princess Celestia to make her annual appearance. She did her best to avoid running into anypony, but as she hurried along, she felt the urge to check her pocket to ensure that the ticket was still securely in place. Applejack lifted one hoof to verify it, and as she loped along in a three-legged gait, several young ponies came running, screaming and giggling, out of the hedge maze exit and right into her path.

With a startled yelp, Applejack did her best to swerve out of the way. Her unstable footing caused her to lose her balance, though, and as she felt her hooves slip out from beneath her, the cobblestone streets swiftly rose up toward her.

Before her face could have an intimate encounter with the street, however, Applejack felt four legs wrap around her, and she was yanked up above the crowd! She gasped in surprise, unsure if her eyes were deceiving her, but when she glanced over her shoulder, she found herself looking into the fang-filled grin of a vampony holding her aloft on leathery wings.

"Careful, there," the yellow, pink-maned "vampony" giggled, her voice slurring from the effort of talking with false teeth in her mouth. Fortunately, the wing coverings designed to mimic a thestral's bat-like appearance were designed with pegasi in mind, so she had no trouble keeping Applejack aloft. "That'd be one trip you wouldn't want to take a souvenir from!"

Applejack let out a sigh of relief. "Thank you! I was just in a rush, and--"

"What's the rush?" the pegasus asked, cheerfully interrupting her. "Did you want to try the hedge maze before Princess Celestia shows up? You might just have what it takes to save Princess Luna from eternal slumber!"

Applejack shook her head. "No, no... I need to get down to the train station, so I can get back to my family!"

Fluttershy pouted as she carried Applejack over the crowd. "Awww, no time for a thrilling maze adventure, huh? Well, I guess I can give you a drop."

"Give me a drop? What does that mean?"

"It's like giving somepony a lift, but the other direction," Fluttershy replied as she released Applejack from her grip. The businessmare's eyes opened wide, and she let out a scream as she tumbled down, finding that the pegasus had carried her out beyond the edge of the level she had been on moments ago!

Instead of crashing against the rocks below, or the roof of somepony's house, though, Applejack's short fall ended with her landing safely (if roughly) into the back of a moving wagon, the impact cushioned by piles of empty sacks. After reminding herself to breathe, she picked herself up and looked around. The two goats pulling the wagon also looked right back at her, and let out a questioning bleat.

"No hard feelings, I hope? It's just not Waking Night without some surprises," Fluttershy called down to her with a giggle. To the goats, she waved and told them, "Just drop her off at the train station before you come back with the candy! We can hold out a while longer with what we've got up here!"

Applejack blinked a few times and wheezed to catch her breath before calling back up, "Th-thank you! I really appreciate this!" Though in the back of her mind, she desperately hoped that it would be the last Waking Night surprise she would have to deal with.

Author's Note

[Note: 7/30/17] Made some slight edits to resolve continuity issues with future chapters.

Part 7 - Celestia's Students

Waking Night
by Crowmagnon

The merchant lord asked of Celestia, "My princess, why do you take on protegès, knowing that you are destined to outlive them? Whatever they accomplish with your teachings will be lost in time while you continue on."

Celestia afforded the merchant lord an accomodating smile and replied, "My little pony, when I take on a student, there are at least two ponies who grow wiser from the experience."

Formulae. Geometry. The flow of mana, shaped and given form with the aid of a linguistic key. All unicorns... all ponies had their own unique magic which they could harness instinctively, but spellcraft was different. As much art as science, it was a long, complex process which required the spellcrafter to devote a great deal of time, attention, and in some cases their very essence, to give magic a shape which could be grasped by other ponies.

It was a skill which Princess Celestia taught to all of her personal students over the centuries, and while the majority of those had been unicorns, the earth ponies and pegasi that she had taken under her majestic wing had also benefited from a deeper understanding of magic.

Celestia's student carefully looked over her work one more time, despite the ache throbbing in the center of her skull or the dry craving in her throat. The formulae were laid out before her on a massive scroll, proofed and carefully condensed into spell form. So focused was she on checking her work and ignoring her discomfort that she neither heard the door opening behind her, nor the hoofsteps walking toward her until her visitor announced her presence by clearing her throat.

Turning away from her scroll, the student turned to find her teacher standing over her. "Princess! I thought you'd be resting."

Celestia smiled, accentuating the wrinkles in her face. Despite her height, the elderly alicorn was gaunt and emaciated from centuries of slow aging. Her mane and wingfeathers were likewise thin and brittle, though her hair still possessed traces of the ethereal vibrance that was spoken of in old writings. "I should say the same. It isn't like you to be so nervous about your magic. You and I have already looked it over many times. The spell is sound. You're the one who needs to be prepared."

"I'm not nervous, and I'm perfectly fine," she protested, but a sudden, powerful spike of pain caused her to wince and bring a hoof to her head.

"Oh, you poor dear," Celestia cooed warmly, her voice giving way to a dry, wheezing cough. "Perhaps... we should both sit down..." she whispered between coughs, and she settled down. She then lifted a wing, beckoning for her student to join her. An invitation that was accepted after the most perfunctory of refusals.

While Celestia wrapped an aged wing around her student, an open bottle came floating into the room, held aloft by a green... no, a golden aura. It floated in front of the student's muzzle, and one whiff of its aroma made her throat burn with thirst.

Despite that, she pushed it aside with her own magic. "No! No, I'm... I'm good. I just need some water," she replied, placing a hoof against her heart. Why was it beating so fast?

"It will help you relax. Are you sure?" When the student nodded, Celestia set the bottle down on a nearby table. "That's alright, as long as you're rested for your big debut. This is all for you, my little pony. A thousand years of history are going to change because of your hard work."

"... One thousand years ago, Eclipse attacked your sister and sowed discord between the races of Harmonia. You exiled Eclipse into the moon's shadow, but suffered a wound that's been killing you slowly ever since. Every single pony in Equestria knows that story, and... and it's all..."

"A lie. A necessary lie... or at least, it seemed that way at the time. I couldn't tell my little ponies that their princess of the night had gone mad. That she had nearly killed me and plunged all of Harmonia into chaos. So, to preserve the memory of the sister I loved, I created a phantom villain to be her scapegoat. But that lie has long since run its course. My time is coming to its end. Before I go, I want to see you bring it to a close and prove to all of Equestria that you, my greatest and most powerful student, are worthy of taking my place."

The student smiled, but not without a hint of regret as she nuzzled into her mentor's chest. "I won't let you down. Thanks for believing in me, Princess. For a while there, I didn't think you did..."

"Of course I do," Celestia replied. "None of this would be possible without you." She leaned down to kiss her student on her forehead, then ran a hoof through her mane and waited for the unicorn to drift off to sleep.

Once she was sure that she was resting soundly, "Celestia" carefully picked herself up and make her way out the door to the dimly lit corridor where a unicorn stallion was waiting for her, his horn glowing a sickly green. As soon as the door was shut, his magic dissipated along with the illusion of alicornhood which had been wrapped around Lady Moonshadow.

"She's still putting up some resistance. She could end up causing trouble for us," Mesmer Eyes said with a sneer. "This would be much easier if you just made her drink the blood."

Moonshadow brushed some dust off of her body and replied, "Forcing the issue would only harden her will, and probably cause her to shatter the illusion. Then we would have an angry unicorn on our hooves who also happens to be a magical prodigy with ten times your strength on your best night. And don't pout, my little pony. We both know it's true," she added, smirking at Mesmer as he scowled at the assessment.

Turning to strut away, she continued, "Ultimately, we don't need her completely turned. She's one of Celestia's students, and if there is one thing that my fellow alumni tend to share, it is an obsessive need to impress 'mommy', even if the only way to win her heart is to carve it out of her chest. For a mare of her ego, the idea that she's being groomed to rule Equestria is more than enough to make her ignore whatever warning signs her subconscious is trying to send her."

Mesmer grumbled under his breath, "So that's why you've been fixated on killing her for the last nine hundred years..."

Moonshadow's nostrils flared. Mesmer Eyes didn't even have time to realize that the pegasus had stopped in her tracks until his mistress had already spun around and pinned him against the cold stone walls, holding him up off the ground with a single hoof.

"You might want to remember that you're undead, Mesmer. There is so little of you that I actually need in order to make use of you. How would you like to spend the next five hundred years as a head, heart and stomach stuffed in a burlap sack?"

Mesmer gulped and nervously licked his lips. "I... I don't believe that will be necessary... Lady Moonshadow..."

"Then prove it," Moonshadow replied, cocking her head toward the door behind her. "Make sure she's ready to play her role when the time comes, and keep your amateur psychoanalysis to yourself."

Mesmer Eyes rubbed his throat while Moonshadow left, glaring at the vampony pegasus's back until she was out of sight. "Whatever you say. You're the boss... for now."

The Grand Canterlot Theater. Once a magnificent hub of entertainment for the Equestrian capital, there wasn't a pony over the age of twelve in the entire city that hadn't seen at least one show there at some point in their lives. Urban legends claimed that, while the name and building might have changed every once in a while, there had been a theater on that spot since even before the founding of Equestria.

While that was almost certainly a considerable exaggeration, what was undeniable was that it had been there for generations, providing a venue for just about every type of performance known to ponykind. From opera to vaudeville, all of it had graced that hallowed stage, but only the very best examples of each. No matter what the genre might have been, for a pony to perform in the Grand Canterlot was to be recognized as a master of their art.

As a Canterlot native, Twilight herself had many fond memories of going with her parents and older brother to see the latest play or musical act. But as she grew up, scandal and mismanagement on the part of the owners had led the legendary theater into bankruptcy.

As Twilight looked up at the once-venerable facade, now boarded up and weathered with disrepair, she thought back to the day when she had first heard of its closure. She had been sad, of course, but Trixie...

~~~~~

"They can't shut it down! That theater's a landmark! A national treasure! I won't allow it!" They were fourteen, and all of Trixie's closest friends from school, Twilight included, had gathered together to hang out at Donut Joe's. Twilight couldn't even remember what the others had been talking about, but whatever it was, it was interrupted when Trixie barged in late and slammed the daily newspaper onto the table.

Minuette asked, "What're you going to do, though? You can't just get them to keep it open because you're Celestia's student."

"Or can she?" It was Lyra who asked that, looking hopefully at Trixie. "I've wanted to play there since I was five!"

"No... of course I can't. That's silly," Trixie grumped, but the way that her ears turned red told Twilight that Lyra wasn't the only one who had thought of playing the 'personal protegè' card. "This isn't about you. Or me. This is about culture! This is about history!"

"Aren't you getting a D in History?"

"Not the point, Moon Dancer!" At that point, Trixie's eyes had started to tear up. "How many ponies have performed there? How many ponies do you think have sat in those seats and seen magic unfold in front of them? My grand-père performed for the princess herself on that stage, right up until..."

Sensing that her friend might start crying, Twilight levitated a napkin over toward Trixie, but it was ignored as the blue unicorn hopped up onto the table and reared up so that everypony in the restaurant turned to look. Raising a front hoof up to the sky, Trixie loudly proclaimed, "Mark my words, Canterlot! As Celestia is my witness, I, the Great and Powerful Trrrrixie Lulamoon, will save the Grand Canterlot Theater!"

One could have clearly heard a fly cough in the silence that followed as the echoes of Trixie's voice faded away. Right up until a couple of high school students a few years older than them jeered, "What's the big deal? That place is, like, older than Celestia. And about twice as lame, am I right?"

~~~~~

Twilight actually didn't remember much about what happened next. It was all sort of a blur of righteous screaming and magical pyrotechnics after that point. While she reminisced, though, she also went around the back of the building and tried to see if she could get the service entrances open. Not only were they securely locked, though, but they were also boarded up, and it didn't look as though they had been disturbed in a very long time.

Not finding any means of entry on the ground level, Twilight looked up, scanning the building until... a-ha! Up on the third floor, there was a window where the boards had fallen away, giving her just enough of a view inside to see that she had a clear shot. With a flash of magic, she teleported up into the theater.

The instant that she appeared on the other side, Twilight sputtered and choked back the scream that wanted to come out when she felt spiderwebs all over her body. She couldn't keep herself from reflexively bucking and scraping the webs from her body with her hooves, though, until she was finally able to force herself to calm down.

"Just spiders... just small, harmless, creepy little spiders that were minding their own business... not tripwires or traps," she told herself as she caught her breath.

In another part of the theater, small bells tinkled, and the pony who was there lifted her head. "So, she's finally here," Trixie muttered. "If anypony could track me down, it would be my 'best friend'. Time to give Twilight Sparkle a show she'll remember for the rest of her very short life!" With that, she withdrew Moonshadow's Fang from the breast of an effigy of the princess and--

Twilight shook her head. "No... no! Trixie is not like that," she grumbled at the treacherous brain that would feed her such an idea.

~~~~~

"Happy birthday, Princess!" They were all sixteen years old. Twilight and the others approached the throne, carrying an enormous multi-layered cake in a shared magical field. Trixie was leading the way, strutting proudly toward her wizened mentor and ruler.

As they walked, Trixie flicked her ear back at Twilight, and right on cue she 'tripped' on the carpet. She tumbled to the floor, pulling the gigantic confection down upon herself while she did.

"Oh, dear! Is everypony alright?" Twilight heard the princess ask, muffled as her ears were with frosting.

Trixie's voice, by comparison, rang out clearly. "Never fear! Your student, the Great and Powerful Trrrrixie, has studied long and hard to master the greatest power of all... the magic to turn back time itself! Behold!"

The whole thing was an elaborate trick, of course. While Trixie made a show of her supposed mastery over the fabric of space and time, Twilight took advantage of the frosting covering her horn to teleport away without giving away the glow of her own magic. All so that Trixie could use the flash as cover while she replaced the vanished cake and mare with a pile of raw ingredients and Twinkleshine's baby sister, who happened to have a coat very similar to Twilight's own.

From the room that she had teleported into, Twilight couldn't see or hear Trixie's performance. All she could do was wait beside the second cake that they had prepared ahead of time--the first being a mostly-hollow prop--and gather her magic while watching a small, enchanted gem. After a few minutes of recuperation, Twilight saw the gem flash with light once... twice... and on the third flash, she cast her spell to teleport herself and the second cake back to the throne room.

While she and Trixie had done everything they could ahead of time to lighten the strain of back-to-back teleportation, Twilight felt her legs give out as soon as she reappeared in the throne room. Fortunately, before she could hit the floor, a pair of azure forelegs wrapped around her waist to prop her up.

"And she's back, everypony, exactly as she was before! Or... well, close enough," Trixie proclaimed, eliciting a crashing wave of applause and laughter.

Twilight groggily waved and asked, "Why's errybony laughin'...?"

"No reason," Trixie quickly exclaimed, drawing another surge of laughter from the audience when she started whistling innocently.

Twilight then realized that her muzzle felt a little itchy, so she brought a hoof up to scratch it. That was when she realized that, unlike rehearsal, she had grown an enormous and finely groomed handlebar mustache! The genuinely surprised shriek that erupted from her at this revelation had the entire room stomping and rolling with laughter. Even Princess Celestia, renowned throughout history for her calm, gentle humor, was in mirthful tears as she applauded until her laughter was cut off by a sudden fit of coughing which instantly brought an end to the joy of everypony in the room.

In a flash, Trixie let go of Twilight and zoomed to the princess's side so quickly that one could have assumed that she really was the one who had pulled off the teleportations. Twilight also staggered over as quickly as she could, bringing her close enough to hear Trixie whispering frantic encouragement to the princess and allowing Celestia to lean on her until she could catch her breath.

Once the princess was done and began breathing steadily again, Twilight overheard Trixie mutter, "I don't care how hard it is, or how long it takes... I'll find a way to turn back time for you too, Princess."

"But then wouldn't I lose the years I've spent as your teacher?" Celestia replied with a grandmotherly smile. "I wouldn't consider that a fair trade, my faithful student."

~~~~~

"Right. She loves the princess. I'm sure, once I find her, there'll be a good explanation for all of this."

If only she could think of one.

Once she'd gotten herself calmed down, Twilight started moving. The room she had teleported herself into was an old storage room filled with cloth-covered furniture and boxes full of props and costumes. And more cobwebs than in her grandmother's attic, so she stepped carefully to avoid as many as she could on her way to the door.

Taking a deep breath to steady herself, Twilight kept going deeper into the theater. Focusing light through her horn allowed her to see in the dark, musty corridors while she swiveled her ears about to try to catch even the faintest of hoofsteps other than her own.

Heading downstairs to the ground floor of the theater brought her to more familiar ground as her fillyhood memories came back to her. To see the once-lively halls and concession stands so empty brought a sad nostalgia to her heart, though.

I kind of hope Trixie isn't here, Twilight thought to herself. I loved coming here, but she practically lived and breathed this place when it was still open. And the reason for that was hung up on display in a position of prominence.

Old posters were hung up on the walls as a remembrance of ponies who had performed there over the years, and simply to be seen there was to be known as a master one's art, but the ones on display in the lobby were the brightest luminaries. They were the ones who weren't honored to be granted an opportunity to perform at the Grand Canterlot, but the ones who brought fame to the theater by agreeing to perform there.

Among them, second from the right, once illuminated by bulbs filled with magic, but now only visible by the light of Twilight's horn, a large poster advertised for all to see that Trixie's grandfather, Quartermoon the Magnificent, had shared his vast repertoire of illusions and impeccable showmanship with the audiences of the Grand Canterlot for over three decades. An earth pony with no spells of his own, but who had performed feats of "magic" that his surviving peers were still trying to duplicate.

If his grand-daughter was in trouble and needed a place to hide where she would feel some measure of comfort and safety, Twilight could only think of one place, so she dimmed her horn's light and crept her way toward the stage.

And just as she had both hoped and feared, she saw her fillyhood friend on the stage where her grandfather had performed countless times. But instead of bright stage lights, several firefly lanterns illuminated Trixie and a quintet of ponnequins, four of which were clad in ratty old Royal Guard costumes.

It was the fifth that held Twilight's attention and unease. The regalia was cheap costume jewelry, the hair a ratty old wig with faded colors, and the horn and wings were blatantly tacked on, but there was no mistaking the pony that it was intended to emulate. Nor was there any missing the shallow cuts scarring its breast.

While Twilight stared, her mind racing to take in every detail and make some sort of sense of it, Trixie turned her head to look over her shoulder. "Twilight. I knew you'd be showing up sooner or later."

"Trixie..." Twilight braced herself, her magical aura forming around her horn as she gathered her magic, preparing it to form a spell the instant she might need one. "What in Celestia's name is going on here?!"

Trixie let out a bitter laugh as she turned to face her childhood friend. "Destiny, Twilight."

"Destiny...?"

"What else is there? You still remember how we met, don't you? When we were both trying to get into Celestia's School for Gifted Unicorns? You got so frustrated trying to solve an unsolvable problem that you teleported. All I had to offer back then was a corny fireworks spell," Trixie scoffed, shooting a spark up into the air above her head, where it exploded into a multi-colored burst of light that briefly illuminated the entire theater.

While Twilight brought up a hoof to shield her eyes from the bright glare, Trixie continued her rant. "We were both offered a place at her side. I took it and you didn't, because that was our destiny."

"I... I didn't take the offer because I didn't deserve it. It was my choice," Twilight protested.

"Exactly! 'Destiny is the sum of our choices, when seen unshackled by linear time.' That's what the princess always says," Trixie countered. "The point is, I'm here because I'm supposed to be! It's not a mistake, and if I know without a doubt that there's something I have to do, that means that I'm going to have a good reason for it. Even if I don't know what that reason is yet..."

Twilight glanced at the scarred ponnequin again and felt a cold chill run up her spine. "Trixie, whatever you think you need to do with Moonshadow's Fang... tell me about it. What are your sources? What exactly were you told? I've read a lot of stories about prophecies, and there's always a loophole! You want that too, right? I can't believe that you'd ever want to hurt the princess," she said, stepping toward Trixie with hope in her eyes.

Trixie winced, but smiled weakly as Twilight drew closer. "Heh... you really are a good friend, Twilight. But that's exactly why I didn't want you anywhere near this. It's bad enough your brother won't listen... As it is, it'd take about a week to explain everything, and time's running out. I have to go before the moon rises. I'm sorry, Twilight..."

Twilight reflexively stopped and braced herself when she saw Trixie's horn light up. The stage magician hat and cape that she was so fond of lifted up from her body and turned themselves inside out. Even the cape, which seemed to be nothing more than a star-spangled piece of fabric, opened up along a hidden seam to allow a bodysuit of thin purple material to spill out.

The surprised young guard found herself too stunned to do much but watch as, the bodysuit wrapped itself around Trixie, including a mask which covered her every feature completely. Her formerly pointed hat, now wide-brimmed and dark purple, settled down on the magician's head to hide her horn. For all appearances, the mare standing in front of Twilight Sparkle was no longer her friend, Trixie Lulamoon, but a figure out of folk legend and comic books.

"This is the way it's got to be, Twilight," Trixie said, her voice distorted by an enchantment in the mask. "I don't have time to explain, and I can't let you stop me, so please, just trust me. I've got to go, for the good of Equestria, and if you don't get out of the way... I'll have to go through you."

Twilight felt her body shake. Confusion, uncertainty, betrayal, all swirled around in her head and clouded her thoughts. "Trixie... I..." She shook her head and braced herself, taking a stand in front of her costumed friend. "I won't. When I joined the Guard, I swore to protect the princess... but more than that, you're my best friend! You have been ever since the day I got my cutie mark! Whatever your reasons are, whatever you think is going to happen, I can't just step back and let you do something you'll regret for the rest of your life! So if you won't tell me why, then I'm going to keep you here. You know I'm strong enough to do it."

Twilight couldn't see Trixie's expression through the mask, but heard her friend sigh. "I was afraid you'd say that. Sorry, Twilight, but this is one magic duel I can't lose. Yeah, you've always been stronger than me, but we're on a stage. And you know what a stage magician's greatest weapon is..."

A surprise blast from behind sent Twilight reeling, knocking her to the floor before she could get off a spell. As the Trixie she had been talking to faded into nothingness, the real Trixie behind her proclaimed, "Misdirection!"

Several minutes later, the purple-clad Mare-Do-Well raced up the mountain as fast as her hooves could take her with Moonshadow's Fang strapped to her side. She glanced over her shoulder as she ran, and in her haste she ended up running straight into a pink beatnik, knocking both of them to the ground. Her eyes went wide behind her mask when she saw the dagger slip loose and go skittering across the stones.

"My goodness! Don't run around if you can't see where you're going," the beatnik's friend said. A white unicorn in a farmer costume, who started to pick up the Fang with her magic while helping her friend back to her hooves. "Especially if you're carrying around something that could hurt somepony."

"Don't touch that!" Mare-Do-Well snapped, rolling back up onto her hooves in an instant. She grabbed it by the handle with her mouth and yanked it out of the other unicorn's pale blue aura before running up the street again.

She could vaguely hear the "farmer" complaining about her rudeness as she ran, but that was swiftly drowned out when she heard somepony in the crowd start screaming. This time, Mare-Do-Well stopped before looking over her shoulder, and the Fang nearly dropped out of her mouth when she saw the moon begin to creep up across the sky toward the sun.

Wasting no more time, she turned and ran up the street once more, in the direction of the palace.

A short while earlier, Celestia's student beamed as the mare she saw as her mentor showered her with praise.

"Very well done. Now, all that's left is the activation phase," Lady Moonshadow said, wearing the elderly princess's guise as she looked over the arcane symbols drawn on every flat surface in the room, turning the very floor, walls and ceiling into a giant spellbook dedicated to one single spell. One that had been lost to ponykind since the days before Celestia's and Luna's rise to prominence.

That power would belong to a mortal pony once more, if only briefly. The student smiled up at her "teacher" and leaned in to nuzzle her chest. "Do you want me to go with you? Somepony else can power the spell. You'd only need two or three average unicorns to take my place," she said with no small bit of pride. A trait which brought an amused smirk to the vampony's face.

"True, but there is nopony that I trust more to ensure that it is done properly," Moonshadow replied, running a hoof through the unicorn's fiery mane. "I just need to reassure my little ponies that there is nothing to fear from the shadows while you cast the spell. Once I've done that, I'll call for you. Then I will reintroduce you to the populace... not as my student, but as my successor. How does that sound to you, Sunset?"

The unicorn grinned. "Princess Sunset Shimmer... I could get used to that. I won't let you down."

"No, my little pony... no, you most certainly won't." Moonshadow wrapped her wings around Sunset, giving one final embrace before leaving the room. Once outside, her bat-winged thralls shut the door behind her and latched it shut.

"Make sure she stays in there until Eclipse is freed," Moonshadow ordered the guards. "I don't care what happens to her after that, but until then, don't let her stray off-task." She then turned and grinned to Mesmer and Blue Rose, who were waiting farther down the hall. "Tell the thralls that it's time to fly. Finally, after all these centuries, the day will belong to us!"

Author's Note

Wow. Three months to the day since the last update, but I come with multiple chapters. This one in particular had a large part in that. Whenever I put in more detail to explain things, it felt like it was getting bogged down and getting in the way. Eventually, I decided to trim the fat so that the story could move along, and I can reveal the details in more depth when they become relevant later. Rest assured, you will be seeing more of what happened.

Right now, we've gotten into a part that I've been looking forward to for a long while, so I'll work at being better about putting out new chapters in a more timely manner. I feel like it would be dangerous to make promises, but I really want to tell this story, so whatever happens, I'll keep going forward with it.

Part 8 - The Setting of the Sun

Waking Night
by Crowmagnon

Canterlot is falling down

Falling down

Falling down

Canterlot is falling down

My fair princess

Princess Celestia slowly lifted and turned her head as she looked herself over in the mirror. She had counted carefully, and there were indeed even more wrinkles in her face than last year. Her mane, which she could still remember waving lustrously in the breeze, regardless of the presence or absence of any actual wind, was now in the hooves of a mare whose sole job was to keep the faded pastel strands from hanging limply down her face and neck. Somehow, miraculously, the manestylist managed to work her brittle hair into what she was assured was a fashionable style without any of it simply falling off of her frail, ancient head.

Ancient... Yes, what other word could describe Equestria's ruler? A mare who had been elderly longer than any other pony in Equestria had been alive, and only grew moreso every time she pulled the sun up from its place of respite beyond the horizon.

And yet, despite that, she could still remember the strength and vitality of her youth so vividly that it almost came as a surprise each morning when she struggled to lift herself out of bed and bring the dawn, or the resistance she had to fight through each night when it came time to raise the moon and stars in her sister's stead.

As she looked at her reflection, a memory of the beautiful mare she had once been briefly superimposed itself over the withered reality. She shut her eyes and shook her head slightly to clear it of the image. Whether it was her mind attempting to see herself as the immortal being that she had been intended to be, or simple nostalgic yearning for days long ago when her body didn't ache every waking moment and she had so much more possibility before her, neither would change the reality of what was.

Princess Celestia was very, very old. The brilliant flame of her life had dwindled to a candle's last dying flickers, but she could still spend Waking Night with her subjects until the time came to pass the torch.

She thanked her manestylist for her work, then allowed her hoofmaidens to clothe her in a loose dress and shawl which did go some way toward obscuring just how frail she truly appeared. This was not her day, after all, and she had no desire to distract her little ponies by worrying them with concerns for her health.

Once she was dressed, Celestia's personal guard arrived for the evening arrived and escorted her to the balcony she used for public addresses. So many of her beloved subjects were milling about in the streets below, though there were pegasi and balloonists hovering closer to her level as well. Pirates and witches, robots and zombies, she took a moment to simply watch them enjoy their holiday before members of her honor guard down below blew trumpets to draw everypony's attention toward them while a crier gestured up toward the palace.

"Fillies and gentlecolts! Here to open tonight's Waking Night festivities, is the ruler of Equestria! Warden of the day and regent of the night! The protector of harmony and imprisoner of Eclipse! I give you... Princess Celestia!"

Raucous cheers broke out as the ponies looked upward to their princess. Celestia smiled and lifted a hoof to wave down to them. After about half a minute, things settled down enough that Celestia softly cleared her throat, then took in a deep breath. As she spoke to the crowd below, a minor spell amplified and projected her voice so that all could hear her.

"My little ponies, I thank you all for coming this Waking Night to honor my beloved sister."

She paused for a moment as thousands of ponies once again stomped in applause. She took the opportunity to close her eyes and let her mind briefly drift back to better nights, spent watching her dark, beautiful sister dance between the stars and cavort with the creatures of the night. Too quickly, the applause died down and she returned to the present to address the crowd.

"One thousand years ago, Princess Luna was taken from us by the fiend, Eclipse. Though she is lost to us, trapped in an eternal dream, tonight we celebrate the banishment of Eclipse. We clothe ourselves in the image of dreams and nightmares. We raise our voices in revelry in the hopes that she will hear us, and be drawn back into the waking realm."

This drew even louder cheers and applause from the costumed ponies below. A sea of different times, cultures and identities, all gathered together. Most were just there for the party, really, but Celestia didn't blame any of them for it. How could she, when she was the only pony alive who had actually known her sister outside of ancient legends and bedtime stories?

No, as long as Luna's memory would live on in some form or fashion, Celestia felt no regrets.

"No regrets! No hesitation! No mercy," Moonshadow told the assembled vamponies. She stood at the mouth of the cavern which was the only way in or out of her subterranean lair, standing just shy of the edge where the evening sun's light shone. "Centuries of struggle against the sun's oppression end tonight! These past two hundred years, we've allowed the ponies of Equestria to walk around with stupid grins on their sun-loving faces, thinking that they were rid of us!

"Well, I say 'no more!' Now is our time! We have a plan, we have the forces, and we have allies to bring us the victory we've fought and died for! Tonight, the moon's shadow falls upon Equestria, and Celestia's withered corpse will soon follow suit! Now, on this night, while they cavort like idiots and worship their precious 'princess of the night', we fly and seize our kingdom of night eternal! Now... are you with me?!"

"Like we have a choice?" one of the bat-winged thralls retorted, even as he and the rest of Moonshadow's army stomped in applause.

The ancient pegasus's crimson eyes narrowed into a glare at the one who had spoken, and she pointed a hoof at him. "You... Once this is over, you're in charge of cleaning up after the prey for the next fifty years. Until then, you're my personal meatshield. Understood?"

"Yes, Lady Moonshadow," the thrall replied immediately, grimacing at the prospect.

Moonshadow gave a fang-filled grin and pointed to two of the larger thralls. "Good! Now then, you and you, you'll be carrying Mesmer and Blue Rose. Now... we fly!"

With that, she spread her wings dramatically, but it was not simply for effect. Wisps of cloud began forming around her wings, swiftly growing thicker and thicker until it looked as though she were clad in darkness itself. Moments later, she gave a powerful flap of her wings, releasing the cloud to billow forth into a rapidly expanding mass of deepest blackness which spilled out into the light.

With Moonshadow's sinister laughter leading the way, shielded from the sun's rays by the inky cloud, the batponies spread their own wings and took flight.

Sunset Shimmer took a deep breath and slowly let it out. She was thirsty. She was always thirsty, but no matter how parched her throat felt, she just couldn't bring herself to open that bottle that the princess had left behind.

She would save it until afterward, she told herself. What she was about to do was too important to do with any distractions or intoxications whatsoever. The princess was depending on her. Everypony was depending on her. She had to tell Celestia...

Wait, tell her what? Celestia had just been there, wishing her success. All that was left was to activate her spell, and then everything would be fine.

Sunset shook her head and pushed away the nagging feeling that there was something she was supposed to do. She had everything she needed right there. All around her, the spell was scrawled out on every flat surface in the room. A three-dimensional magical array that would harness a power greater than any mortal pony ever had in Equestria's history. In front of her, a long parchment scroll full of notes and transcription spells which would compress the magical formulae and bind them into the blank tome set up to her right.

Once that was done, she would have a spellbook which would allow her to repeat the spell whenever she desired. But, as she could only do that after first activating the array step by step, she pooled her magic and carefully focused it into several focal points on the walls and ceiling.

As much as spellcraft was a science, with its equations and geometries, it was just as much an art. As her magic flowed through the array, becoming shaped and amplified by the spell, it opened up senses that could hardly be described, even by a mare of her considerable education. Transcending thought or language, Sunset's consciousness opened itself to the magic. She became one with the magic.

The world of matter and physical law seemed to fall away as her very concept of self threatened to be overwhelmed by the sheer magnitude of the magic she sought to grasp hold of. There was no reality but pure sensation and possibility, and if not for the array that was burned into her memory and painted on the room around her, the entity that was Sunset Shimmer might well have ceased to exist.

Instead, she held onto the array. Formula gave shape to intention, imagination gave context to power, and when the magic ran its course through the spell that she had created, her senses blossomed far, far beyond the walls of the small stone room holding her physical body.

She was the magic. Something far greater and more real than any mere pony, but the spell allowed her to control that power without being annihilated by it. All she had to do was reach out with her magic, and she could feel beyond the earthen bonds of Harmonia's soil. Her very self brushed against the burning ball of fire and magic that was the sun, then traced along the mystical roads which the celestial bodies followed in their course across the sky.

Like her namesake, Sunset's magic moved over the horizon, over the edge of Harmonia to the place where night laid down to rest during the day. With her spell, she could feel the moon waiting there. Her magic was drawn to it. She felt that, if she wanted to, she could even grasp it.

And that is exactly what she did.

Celestia's eyes widened. She gasped for air and brought a hoof up to her chest, placing it over the thousand-year old scar over her heart. Two of her guards, Body Tackle and Flash Sentry, immediately stepped forward, asking if she was alright. Celestia could barely hear them, though. Their voices were dulled to her ears.

For a moment... just a moment... it had felt like somepony's hoof had touched her heart. No, not her heart, but the sun that she was bonded to. Somepony other than her had touched her sun, and then just slipped away. What shocked her even more than that, though, was the frightfully nostalgic feeling that brief touch had left her with.

Sunset...? Could it really be...? That was the thought that came to mind before realizing that her guards were fretting over her.

Celestia shook her head and pulled herself back into the present, but her unease only deepened along with that of the crowd below when she looked out across the city and saw a sight that chilled the very blood in her veins.

Arcing up from its resting place beyond the horizon, the moon was rising up toward her sun. Confused murmurs rose up from the ponies below, but for Celestia to see her sister's moon seemingly rising of its own accord until the very edge of it began to pass in front of the sun, it filled her with nothing less than utter horror.

"No... no! Everypony, leave the streets! Evacuate immediately," she called out, her amplified voice booming down to everypony. Cries of panic began to rise up. First from individual ponies here and there, but the fear spread like a virus.

Were she in a more stable frame of mind, herself, Celestia would have done more to calm her subjects and guide them to safety. Instead, she clenched her teeth and reached out with her magic to push the celestial bodies apart. When her magic touched the moon, always stubborn without Luna, she felt another power already holding onto it and pushing it into the path of her sun.

"No... stop... you don't know what you're doing..." she groaned, regardless of whether or not the weilder of that magic could hear her. Focusing all of her strength and will into her magic, Celestia pushed back. She pushed and strained against the moon's current course, forcing it to slow to a stop before more than a sliver of it could overlap her sun. And then, with a might that belied her aged appearance, she gradually began to overpower the opposing spell and separate them once again.

She could feel the spell that had taken hold of the moon react like a living thing. Surprised at first, the magic swiftly renewed its efforts against the force that she was exerting. But while the spellcaster was powerful, and had constructed a miraculous spell, Celestia had guided the moon for a thousand years, and been bonded to the sun itself for centuries before that. She seized upon her momentary advantage and used that momentum to slowly--agonizingly slowly--increase the distance between them.

But her success was built upon the focus of her will, and could only continue for as long as she maintained it. While she struggled, perspiration dripping down her face, she hoped to hear her subjects calm. Instead, screams of terror swelled in the distance and only drew closer.

The instant that she saw why, the light of her horn died, and she lost her grip on the moon.

Moonshadow's cloud filled the streets of Canterlot like a flood of darkness. Those that weren't frozen in terror screamed and did their best to flee. Some attempted to carry their friends or children away from the swiftly encroaching wall of doom, but many of these were the first to be swallowed up by the black vapors.

Lady Moonshadow smirked as she and her forces flew along the streets of Equestria's capital. It had been centuries since she had last seen the city up close, but while many details were different, the general layout was much the same as it had been back then. The guardsponies who had flown up to intercept them certainly hadn't seen much improvement over the centuries, either. No matter how well trained, there was little that armored pegasi could do when plunged into absolute darkness. Especially when that very darkness was no hindrance for a small army of vamponies trained to use their hooves and fangs to their fullest advantage.

She glanced up through her cloud as she flew. While her underlings struck and bit at every pony who got caught up in the darkness, feeding the panic with their screams, she could see the sun attempting to shine its baleful light down on her.

She could just as easily see the moon beside it, as could Mesmer Eyes and Blue Rose. The unicorn grimaced as he was held aloft by the thestral assigned to carry him and called out to her, "I thought Sunset was supposed to have summoned Eclipse by now! In case you haven't noticed, they're moving away from each other! When Celestia sees us coming, she'll cut through us like butter!"

Moonshadow smirked at her subordinate. Casually, as if she were out for a relaxing morning fly instead of spearheading an attack on Equestria's capital, she explained, "All accounted for in the plan, Mesmer. As brilliant and motivated as Sunset may be, Celestia's been juggling the sun and moon for a thousand years now. Of course she'll be able to push back."

Off to the side, Blue Rose giggled as Mesmer's eyes bugged out in fear. "That's not what you said earlier!"

"Because I knew you would whine about it. But it's because she's pushing back that we have to press the attack. As long as she's struggling against Sunset, she's defenseless against us! And if she lets go to deal with us..."

As if on cue, the moon shuddered in the sky and swiftly resumed its course toward the sun. This time, instead of merely overlapping slightly, it placed itself entirely between Equestria and the sun, casting its shadow like a vast curtain being drawn across the entire realm. Soon after, this was followed by a loud crack of thunder from the clear sky, and a deep, menacing laughter that seemed to echo from everywhere at once.

Moonshadow's lips curled back into a sinister fanged grin as she allowed her cloud of darkness to disperse. Despite the sun overhead, Eclipse's shadow continued to shield her and her forces from its rays. She let out a laugh of her own and mused, "Speak of the devil."

A moment.

That was all it took.

Just one moment of weakness could shatter the world.

For Celestia, this was her second.

It was the laughter that froze the blood in her veins. That same dark laughter that slithered into her ears, mocking her for her failures, just as it had a thousand years ago. It drowned out all other sounds and dragged her back to the sight of a formless shadow hovering over her sister's limp body. The moment that fear had overwhelmed determination, and severed her from Kindness.

Not like this...! Not like this, her mind shrieked, but even her own thoughts were all but drowned out by the pounding of her heart. As a result, she was only barely aware of the shouting of her guards, but as they surrounded her and began to usher her back inside, she knew that she had to warn them. To order them to do what had to be done for the sake of all Harmonia.

Gathering herself, she tried to tell them, "No... Guards, to arms! Eclipse is coming! You must be prepared to--"

But before she could finish, a shadow was cast upon her. She and her guards immediately turned to face it and found a purple-clad pony balanced upon the railing of her balcony.

The pony didn't say anything. She just glanced over the guards before focusing on Celestia herself.

A moment.

That was all it took.

Just one moment where the mysterious masked pony stood there, her cape fluttering in the wind while shadowed sun sillhouetted her. A moment where the light glinted off of the golden blade of Moonshadow's Fang, its handle held tightly in her mouth.

That was all she needed to take the measure of the guards before leaping toward them.

Mare-Do-Well rushed straight toward the princess, hooves clopping against the carpeted marble floor as she seemed to completely disregard her security. As the guards got into formation around her, though, they swiftly discovered that nothing could be further from the truth.

Taking note of the powerfully-built unicorn stallion taking point, she thought, Body Tackle. He'll be the first to act, using his magic to intercept me. Signature spell... He lowered his horn at her and charged his magic into it. Then, in the blink of an eye, his body was completely surrounded by a magical aura as he shot toward her like a cannonball!

... A personal shield combined with a powerful burst of kinetic energy! Even as she was thinking it, her body was in motion. The very instant that Body Tackle activated his spell, she was leaping up into the air to flip over him. Nigh-invulnerable while he's charging, but his shield drops for a few seconds between charges.

Indeed, after passing under the evasive mare, Body Tackle stopped himself immediately so that he wouldn't be pitched over the edge of the balcony. Before he could turn to face Mare-Do-Well again, he felt a sharp, debilitating impact against the backs of his knees that sent him halfway to the floor.

Ice Arrow will be next to react, Mare-Do-Well thought as she rolled to the side just in time to avoid getting hit by a projectile of the same name. The arrow struck the ground where her hooves had been, and the floor surrounding the point of impact was swiftly coated in ice. Three-time Friendship Games medalist. Quick on the draw, and mobile.

Once she finished her roll, Mare-Do-Well glanced up to see the frosty blue pegasus hovering above her and aiming another arrow straight down. Very mobile, she thought as she grabbed the edge of her cape and threw it up to snag the end of Ice Arrow's bow. She managed to yank it just before Ice Arrow let her shot fly, which caused it to fly wide and straight toward the only earth pony in the room.

Instead of trying to dodge the shot, the earth pony reared back and pulled back his hoof, then sent it swinging to intercept the arrow. Hoof and arrow collided perfectly, but rather than the guard having to deal with a frozen leg, the arrow shattered and fell inertly to the floor.

While Ice Arrow started sputtering an apology and readied another shot, Mare-Do-Well was already on the move toward the other two guards. Steel Hoof. Close-combat specialist. Skilled in channeling earth pony magic into his hooves for powerful strikes. Strong magic resistance, too. Don't bother trying to shield yourself, he'll just smash right through it.

Nevertheless, she kept running straight toward him until she was forced to duck under another powerful swing. Again and again he tried to strike her, but she dodged as if she could anticipate every move, simultaneously using the earth pony as an equine shield to keep Ice Arrow from shooting at her.

Can't keep this up indefinitely, she thought as she avoided or redirected Steel Hoof's attacks. One solid hit is all it'll take to finish me. Magic resistance means a direct attack spell won't be very effective. Regardless, she charged up a spell under her hat, using it to hide the color of her aura until she was ready to cast.

The instant she was, Mare-Do-Well lifted up her hat and shot a white ball of magic at Steel Hoof. He reflexively took a swing at the spell to counter it, but right before his punch could connect, it exploded into a shower of blindingly bright sparks that threw him and Ice Arrow both off balance.

Indirect effects are the only types of spells effective against him, Mare-Do-Well summarized to herself as she capitalized on that momentary distraction to sweep his legs out from under him. While the other ponies were still recovering from the flash, she used her magic to wrap a length of carpet around Steel Hoof, then swing him around and around like a sling before hurling him up at Ice Arrow.

As the two ponies collided in mid-air and tumbled together to the floor, Mare-Do-Well turned toward the last of the guards, who was steadfastly standing between her and Celestia, brandishing a spear at her while he tried to see through the spots floating in front of his eyes. ... Flash Sentry. Strength, agility, weapon proficiency and combat instinct, all above average. I can take him down, but I don't know if I have the time to do it without compromising my identity.

He's a good soldier. A good pony. He deserves better than this, she thought to herself as she rushed him. He reacted by bracing himself and taking a wide swing of his spear to compensate for his impaired sight.

He could barely see the flash of magic in front of him when it went off. Only feel his spear passing through thin air as Mare-Do-Well simply vanished. He could hear the pop of displaced air behind him when she reappeared, though, and he desperately tried to swing himself and his spear around to stop her. She was still running, though, and her momentum carried her straight out of his range and into Princess Celestia.

Mare-Do-Well clenched her teeth around the dagger in her mouth, gripping it tightly as its blade sank into the princess's breast.

Even when her knees began shaking and grew so weak that a faint breeze would have knocked her to the ground, she held on.

Even with her cheek pressed up against the princess's chest, feeling the ancient monarch shudder and struggle to breathe while the enchanted blade fulfilled its terrible purpose and began leeching the very magic from her body, Mare-Do-Well held on.

Even when she felt her own body heaving with nausea, wanting nothing more than to get away as the golden dagger grew warmer from drawing out more and more of the princess's life force, she held on.

And when Celestia, withering and fading, leaned down to whisper into her ear, she held on just long enough to hear the words, "Ever... free... protect... Luna........."

It was only when Celestia's body collapsed lifelessly to the ground that she pulled back, covered in the blood of Equestria's ruler.

Part 9 - Solar Eclipse

Persistence and adaptability are the foundation of any successful expedition.

-- From the journals of Moonshine, protegè of Princess Celestia circa 98AE

Waking Night
by Crowmagnon

By the time Celestia's guards were able to recover their senses, it was too late. The princess lay on the floor, and her attacker was nowhere to be seen. As soon as he could see, Flash dropped his spear and rushed to the fallen alicorn's side. "Princess!"

Purely on reflex, he saw the blood seeping from her chest and grabbed what he could of her dress to press it against the wound. Ice Arrow quickly joined him and placed a hoof against the princess's neck. "There's still a pulse... but it's weak," she said as she pulled an arrow from her quiver. By placing the arrowhead against Celestia's breast, the magic in it caused ice to spread out enough to cover the knife wound and stop the bleeding.

While the pegasi were tending to Celestia, Body Tackle peered over the balcony to see what was going on outside. "This is bad! Get her to the royal physician immediately!"

Flash Sentry grit his teeth as he and Steel Hoof positioned themselves to lift the fallen princess onto their backs. While he did, Flash clenched his eyes shut as the memory of the purple-clad assassin flashed through his mind. "How could you...? How could you?!"

With that cry of anger and frustration fueling him, he opened his eyes and put his all into helping Steel Hoof carry the princess deeper into the palace.

Most ponies who met her for the first time would have been surprised to know that, in her youth, Fluttershy had once been a very timid pony. Her bubbly, cheerful attitude was built upon years of determined effort to build her confidence until she had become the sort of pony that she wanted to be. A pony who would not be daunted by life's little challenges, and would instead face them with a smile and a can-do attitude. She prided herself on no longer being a pony who was afraid of every little thing.

With several things happening all at once, each of which appearing to be what anypony would consider A VERY, VERY BIG DEAL, though, Fluttershy was terrified out of her mind. Unfortunately, so was everypony else.

Pandemonium filled the square beneath the palace as hundreds upon hundreds of ponies screamed and ran every which way. So long as that way was away from the inky cloud which flowed through the streets leading up to it, at least.

Fluttershy didn't run, but only because she was too frightened to do anything but keep her head down and use her wings to provide shelter for some of the foals who had been getting ready to go through the labyrinth as that cloud of darkness only encroached a short way into the square. It lingered there in full view of the palace for several long seconds before ponies in golden armor were unceremoniously spat out onto the cobblestones. The guards simply lay there in the street, and Fluttershy couldn't tell if they were unconscious or...

But even as she refused to complete that thought, another pony emerged from the cloud. A green pegasus in a black dress who seemed to practically ooze out of the darkness as she sauntered into view with an air of supreme, menacing confidence. This pony looked up toward the palace balcony from which Princess Celestia had been addressing the crowds just a few short moments ago, and regarded its emptiness with a smirk that showed off her very pointy, and very very real fangs.

Moonshadow smirked up at the empty balcony as Blue Rose and a shaky-kneed Mesmer Eyes stepped forward to join her, a line of thestral thralls behind them.

The pegasus took a deep breath and let out a contented sigh. "Ahhh, it's good to come home. Especially without getting blasted by sunbeams on sight." She then turned her gaze up higher to the sun and moon as she added, "And we have you to thank for making all this possible, Eclipse."

Before her eyes, the shadows deepened in front of Moonshadow, solidifying into the shape of a dark alicorn. Stretching wings of darkness out, Eclipse reared up and let out a whinny which seemed to come from every shadow in the city to herald its arrival! As the echoes faded, Eclipse dropped back to all fours and looked down upon the vampony.

In a voice that slithered and festered into the ears of all who were there to hear it, Eclipse nodded its head once in recognition. "And it is thanks to you, Moonshadow, that I am returned to Equestria. But our bargain is not yet fulfilled, is it?"

Moonshadow grinned and cocked her head toward the palace. "Of course, she's in there. A bit past her expiration date, but if she hasn't had a heart attack yet, she'll still be good for what you have in mind. Then you can fulfill your end of the deal."

A gash appeared in Eclipse's face in the shape of a sinister smile. "Then let us proceed," it said as its amorphous form rose up and flowed through the air toward the open balcony.

Moonshadow flapped her wings to hover up a few feet, but before she followed after the shadow, she turned to her underlings. "Half of you, follow me and stay close. Especially you, meatshield. You too, Mesmer. But we could use some diversions, so the rest of you, wreak some havoc! And Blue Rose..." She glanced around and grinned at the sight of ponies fleeing into the nearby hedge maze. "Why don't you let your 'babies' play over there?"

"Oh, they'll love it!" Blue Rose exclaimed excitedly, practically prancing toward the hedge maze.

As Blue Rose drew closer, she heard an "Eep!" The vampony cocked her head at the sight of a yellow batpony dragging a couple of terrified foals into the depths of the maze.

"Huh... is that one of ours?" She looked over her shoulder, but Moonshadow and Mesmer were already marching on the palace with the bulk of their forces while the rest spread out to wreak havoc throughout the city. Seeing that there was nopony to answer her, she shrugged and turned back toward the labyrinth. As she walked, she could smell the yummy treats inside.

So could her babies, which hungrily pushed against her from the inside, causing lumps to push out and squirm against the walls of her gravid abdomen.

Fluttershy hurried through the labyrinth, leading the foals down its winding paths as quickly as her rather modest natural agility (hampered slightly further by the wing coverings of her costume) would allow her to. Even after all of the time and effort that she had put into memorizing the maze's layout and the subtle direction markers that she had incorporated into their attractions' design, though, sheer panic did its best to blind her and make her forget which paths to take.

"Daddyyyyy!" One of the fillies tearfully cried out. A little turquoise unicorn wearing glittery butterfly wings on her back that were currently being crushed as Fluttershy held her close, she squirmed and struggled. "I want my daddy! I want my daddy!"

This got the other one, a little white unicorn colt dressed up as a scarecrow, to also start crying for his family and start fighting against her grip. Fluttershy had no choice but to swallow her own rising panic and find a little nook to land in before she dropped them both. As soon as they were all on the ground again, she did her best to shush them, holding them against her chest.

"Shhh... shhh... don't worry, little ones. I know it seems scary, but you're safe in here. We just need to find my husband, Iron Will. He's a minotaur, you know! And you know what a minotaur is?"

As she gave the crying foals just enough freedom to breathe and speak, the filly sniffled, "A... a m-monster...?"

Fluttershy grinned down reassuringly at the little unicorns as she replied, "That's right. And he's a good monster! He's the biggest, strongest, most pony-loving monster you've ever met. He'll keep us safe from those mean, nasty vamponies."

The colt asked, "B-but... that was Eclipse! What if Eclipse comes and puts us all to sleep?!"

Fluttershy's heart pounded, and she reflexively looked around at the surrounding shadows. I... I... I can't be afraid, she thought to herself. Th-they need somepony to be brave, and I'm the only one here with them! Swallowing her fear down, she hugged them close.

"He won't get the chance," she told them with as much confidence as she could muster. "If Eclipse tries to get in here, Will'll step up and tell him, 'Come into my maze, I'll punch your ugly face!' And then he'll hit him so hard, Eclipse'll be sent flying straight back to the moon!

The foals' eyes widened. "Really? He can do that?"

"Absolutely. And once Princess Celestia gives those mean old vamponies a spanking, we'll get you each back to your parents, and you'll be able to spend the rest of your Waking Night getting candy. Doesn't that sound nice?"

"Oh, that sounds lovely, dear," another mare's voice said in a thin, airy voice. Fluttershy looked up to see the blue, pink-maned pony who had been standing at Moonshadow's side, looking at them with a smile that was disturbing in its serenity.

Fluttershy shivered and clutched the foals close. She knew smiles. She encouraged ponies to go out into the world with confident smiles when things were bad. They didn't always have to mean it, so there was a wide spectrum between those who were actually brave and those who were putting on a brave face.

The mare walking toward them didn't have any of those smiles. The one on her face... it didn't belong on a pony at all.

"Why are you trembling, dear? The blue earth pony asked, slowly walking... no, stalking toward them. "Weren't you gathering those sweet little treats for me?"

Fluttershy slowly stepped back, using her wings to guide the children away from the approaching vampony. "Y-you should just leave," she stammered. "My husband's in here, and if you hurt anypony..."

Blue Rose cocked her head at an angle that just didn't look natural, her pupils slowly shrinking into mad little pinpoints. "Oh, I'm not here to hurt anypony! Ahh... hahhh... My babies just want to come out and play. Can't you see how they're kicking with excitement?" She started breathing more heavily, letting out little moans as the lumps squirming inside her started pushing against her more violently.

Fluttershy struggled to keep standing as her knees trembled, threatening to drop out from under her. Her wings twitched, wanting almost nothing more than to fly away as fast as they would take her, but not if doing so would leave the foals behind.

At the same time, Blue Rose closed her eyes and braced herself. She let out a reedy moan of pain and pleasure, and Fluttershy winced in terrified disgust. And when she saw what was coming out of the mad blue mare, she inhaled sharply and shrieked, "WIIIIILLLLLLLLL!!!"

Deep in the dream-decorated pathways of the converted hedge maze, Lt. Sparkle cautiously poked her head out into an intersection and looked around. Her legs trembled, but she checked the purple, star-spangled sash slung around her neck to make sure it was secure before she forced herself to stagger forward and search for the way out.

Hiding in the labyrinth had been an idea that sprang to mind out of impulse. Doing so had allowed her to go unnoticed by Eclipse or the vamponies, along with everypony else, but once inside, she had lost her bearings and wasn't able to teleport her way out. Not that she felt comfortable doing so in the first place, as there was no telling what attention the flash might attract.

Still, she had to get out. Not just out of the maze, but out of the city. Even though she knew that her comrades in the Guard were out there fighting and civilians were in a panic, if not being savaged by bat-winged vamponies!

With every step she took, her mind, usually her greatest asset, was bombarding her with horrific imagery. Ponies being assaulted. Devoured. Invaded by Eclipse. She saw her subordinates. Her brother. Her parents. Trixie. All of them terrified by what was happening at best, and at worst... turned into twisted, undead servants of the dark forces that seemed set on laying waste to the city.

What made it truly terrible, though, was that she knew why she was suffering such thoughts. She knew that it wasn't too late. That she could seek out her loved ones. Protect them from harm. Reunite with her brother and fight to drive out the evil that had attacked them.

Indeed, she knew that she could do all of this, just as surely as she knew that she wouldn't.

Twilight had to get out of the city. But first, she had to get out of the maze without being spotted, and her mind was too busy torturing her with horrors to help her remember the way out. Finding herself at another intersection, she started to peer around the corner and froze up when her gaze fell upon the ghoulish visage of an alicorn's skeleton, strung up on string and fake cobwebs as its pale skull leered at her.

"No! No no no no no," Twilight stammered, reflexively backing away as images of the skeleton dripping with blood flashed before her eyes. She practically tumbled over herself to get away from it, and ran face-first into a huge, hulking shadow that loomed over her.

With the sight of the alicorn's skull burned into her mind, glaring at her accusingly, her body reacted purely on reflex. She immediately channeled magic into her horn, but before she could unleash a spell to lash out, the large figure took a step back and threw up his hands. "Woah, woah, I'm on your side," he frantically whispered in a deep voice.

Twilight's eyes were wided, pupils shrunken in blind fear, but the sound of the other creature's voice, along with the unusual outline, helped pull her back and remember her training about spellcasting in high-tension situations. Though her heart was pounding in her chest, she struggled to focus and slowly wind down her magic while the outline before her gained definition and took the form of a minotaur.

"There ya go," he whispered reassuringly, though not without more than a little relief as Lt. Sparkle visibly calmed down. "Don't lash out 'til you know what it's about. Name's Iron Will. I--"

"Yes... yes, I know who you are. You and your wife are running the attraction," Twilight said, taking deep breaths to steady herself.

"That's right, I've been searching the maze since I heard about those bloodsuckers outside. Got a bunch of ponies holing up in the center to stay safe, so that's probably your best bet. I can show you the way," he offered, but Twilight shook her head.

"No... no, that's a good idea, but I need to get out of here. I've got to leave."

"I don't think so," Will replied, his gruff voice heavy with concern as he crossed his arms. "You don't look like you should be running around out there. If you stay in here, we can ride it out until Celestia and the Guard boot those freaks out of Canterlot."

Twilight's whole body tensed up at that. "We can't...! The princess... I..." She shook her head and looked up at the minotaur. "I'm... My name is Lieutenant Twilight Sparkle. I'm with the Guard. I need to go out there and do my job!"

The minotaur's eyes widened in surprise. "Oh! Really? Sorry, Lieutenant, I didn't know. Alright, well, from here--"

A mare's shrill, terrified scream cut the minotaur off before he could provide any further direction. Twilight flinched at the sound, but Iron Will immediately spun his head around toward the source. "Fluttershy?! Hang on, babe! I'm comin'!"

Without a further word, Will turned his hulking frame and snorted, steam practically shooting out his nose as he began charging at full speed down the winding paths like a runaway train, and Twilight barely had any time to think about her own course of action before she found herself galloping right behind him.

Eclipse stood over Celestia's body and trembled. Moonshadow ruffled her feathers in discomfort as the very air seemed to vibrate, and the shadows writhed.

Those members of the Royal Guard that weren't completely knocked out in the invasion had it worse. Moonshadow had decided to keep them alive to extort Celestia's cooperation in case she put up some resistance, keeping them blinded with bands of inky black cloud over their eyes that did nothing to keep them from feeling the palpable wrath of the shadow walking among them. Yet in the end, it had proven to be a meaningless gesture.

Somepony had gotten there first, and the only thing that had prevented her from jumping with joy was Eclipse's reaction to the sight of Celestia's withered, motionless body laying upon the floor. The royal physician was on the other end of the room, struggling to take shallow breaths to keep from aggravating the broken ribs he must have suffered after Eclipse hurled him into on of those marble pillars that the Canterlot upper crust were so fond of.

Nopony dared speak as Eclipse lifted an ethereal hoof to brush Celestia's mane out of her eyes. "Look at you. Just look at what they've done to you. You used to be so beautiful, but they used you up." It placed its hoof over the poultice covering her wound and felt the weak pulse of blood pushing through her body. "Look at what they did to keep me from claiming you, but they missed your heart. Now we can be one, as we were always meant to be."

As Eclipse gloated, its shadowy body began to sink into Celestia's flesh. In moments, Eclipse had invaded the elderly princess completely.

For several long seconds, nothing happened. The vamponies in the room looked back and forth between each other, and Moonshadow shrugged.

Then, Celestia's eyes flew open, dark and empty, and Eclipse twisted her mouth into a vicious snarl.

"Where is she, Moonshadow?!"

Author's Note

Happy Halloween, everybody!

Yeah, I know... it's been a long wait, but on the plus side, it's rather appropriate for a Halloween release! That counts for something, right? :twilightsmile:

R-right...? :twilightblush:

*ahem* Well, regardless, the next chapter is already in progress, so I hope you enjoy. Please leave a comment if you feel so inclined.

Part 10 - In the Garden of Evil, Honey

Let's not sugarcoat it. Equestria is a dangerous place. Look just beyond the borders of any town and you'll find any number of ravenous beasts, to say nothing of what some of your own equine neighbors are capable of. But no matter what else I might have come across in my travels, there's one thing that I could just never stomach.

All the damn vamponies!

-- "My Greatest Adventure" by Horatio Fisticuffs III

Waking Night
by Crowmagnon

It was genuinely impressive that Fluttershy was able to fly as nimbly as she was while holding onto two foals. Doubly so that she could do it while screaming at the top of her lungs for so long without taking a breath.

But it didn't matter how well fear and adrenaline fueled her attempt to escape, or how well she could navigate the labyrinth she had helped to create. She came around a corner and immediately spread her wings wide to pull back.

All along the path stretching out in front of her, buds of a lovely hue of blue had flowered amid the hedges. She hovered in place and tried to turn around, but recoiled when she saw more flowers poking through the hedges all around her.

As Fluttershy frantically looked around, searching for openings that were rapidly closing off, an airy giggle came from around the corner. "~Foooounnnnnd yooooouuuu~" Blue Rose taunted in a sing-song voice. "~Time for my babies to take their priiiiiize~"

The vampony stepped out into view, and Fluttershy struggled to hold herself and the foals aloft while choking back her own nausea. Twisting, writhing masses of vines bearing blue flowers had grown out through the flesh of Blue Rose's gravid belly. As she drew closer, the vines surrounding Fluttershy and the foals slithered out of the hedges to cut off any possible escape route. Blue buds passed in front of Fluttershy's eyes, and their petals opened up into beautiful blossoms, but from where she hovered, she could see the sharp, tiny teeth hidden inside.

"So, which one will my babies play with first?" Blue Rose asked, cocking her head as she looked the children over. "Oh, they're both just so plump and juicy, I don't know if I can decide. Will you do it, sweety? Will you decide for me?" Her lips slowly pulled back from her teeth into a saccharine rictus, showing Fluttershy just how sharp they were.

Fluttershy clutched the frightened foals tighter, doing her best to stay as far from the encroaching blossoms as she could. "Y-you can't..."

"Yes, dear heart, I said that. That's why you're doing it for me. Oh, are you nervous, sweetie? There's no need to be. After all, you wouldn't be able to finish both of those sweet little tots, do you?" Her vines slithered toward Fluttershy and the foals. "I'll just take one, and you can have the other. I'm not asking for both, even though my babies are sooooo hungry."

Fluttershy whimpered, looking all around, but every direction was blocked by flowering vines, including upward. She turned and attempted to flap away from the vampony, thinking that maybe she could break through. Instead, several vines looped themselves around her ankles and wings before she could get that far. They yanked her back into the center and began to ensnare her in earnest, tightening around her limbs with the crushing force of a constricting snake.

Blue Rose let out a sigh of disappointment as Fluttershy whimpered and struggled weakly, but refused to let go of either of the children. "Oh, very well. If you won't decide, we'll do it the old-fashioned way. Let's see... eeny meeny miney--" While the vampony pointed back and forth between the two foals, the vines picked up vibrations in the ground and turned their flowers to face down the corridor. "What is it, my darlings?"

"MOOOOOOOOOOOOO!!!!" With a mighty bellow of rage, Iron Will charged horns-first through the maze, his sheer inertia carrying him through the vines. His eyes burning with fury, he grabbed the ones holding Fluttershy captive and began tearing them apart with his bare hands. "Get away from my wife! You step in my maze, I punch your face!"

"Will! My hero," Fluttershy swooned, relieved to see him while Blue Rose recoiled at the sight of Iron Will's carnage.

"No... you're hurting them! You're hurting them you're hurting themyou'rehurtingthem! GET AWAY FROM MY BABIES!!!" The vampony shrieked, her voice growing shrill. Her pupils shrank to pinpricks and a mad, hateful scream erupted from Blue Rose's throat.

Iron Will managed to pull Fluttershy and the children free, but as she flew into his arms, vines and toothy blossoms lashed out at his unprotected back.

At the same time, though, a flash of light erupted in front of Blue Rose, followed by a pair of purple hooves that slammed into the vampony's face with enough force to knock her back off her hooves! Only the vines, acting reflexively to support their host, kept her upright as she shook her head to clear it.

"Blue Rose. Earth vampony. Presumed dead, apparently not. Controls hemophagic plants grown inside her own body," Twilight muttered under her breath as she rapidly assessed the situation. Before her eyes, the flowers latched onto Iron Will were leeching out his blood and drawing it down along the vines toward Blue Rose, and new vines began to push out of her abdomen. "Will! Tear those vines apart quickly! The more blood she gets, the more of them she can grow!"

The minotaur grunted and let go of Fluttershy so that he could turn and grab as many of the bloodsucking tendrils as he could in his large fists. "Nngh... got it, Lieutenant! Don't keep bleeding, start weeding!"

Despite being slightly light-headed from what had already been drained out of him, Will fought back with sheer brute strength, pulling and twisting the monstrous plants until they were torn apart in his hands. He then let out a triumphant victory cry and threw the severed ends onto the ground, where he started stomping them underhoof.

Once again, Blue Rose recoiled in horror at the sight. "Monsters! Murderers! I... I'll kill you! I'll kill you! I'll kill you!" She let out a high, mad shriek as the new vines tore their way out of her belly in earnest. Some of them plunged straight down into the earth beneath their hooves while the rest lashed out chaotically.

Twilight, being the closest, dodged this attack by immediately teleporting behind Blue Rose in order to attack the vampony from her blind spot. But while Blue Rose may have been blinded by rage, her vines had no eyes to trick. The moment that her hooves touched the ground, several of the tentacular plants immediately changed direction and focused on her.

She barely had a chance to fire off a few magic bolts, only one of which hit their mark before the others lashed at her like whips. The toothed blossoms bit at her, drawing the blood from her veins while one of the vines struck at her eyes, keeping her from aiming her magic as she clenched them shut to protect her vision.

Seeing the unicorn get caught in Blue Rose's vines, Fluttershy fearfully yelped, "Lt. Sparkle! Will, help her!" But her minotaur husband was still occupied with simply trying to protect her and the foals from the barrage of whipping vines, his body shielding them from the onslaught.

While Fluttershy fretted, looking back and forth between Iron Will's efforts to protect her and the guardsmare struggling to find some method of escape or counterattack, one of the vines assaulting Twilight got hooked into the "sash" around her shoulders and tore it away from her, allowing the star-spangled fabric to flutter free and unfurl into the cape that it actually was. But, wrapped up in the cape until this moment, a dagger of gold came tumbling out, arcing through the air and slicing through the vines that were in its way as if they were nothing before landing point-first in the dirt.

It was an object that Fluttershy recognized, having seen it the day before. Even if she had not, the edge of the golden blade that fell shone with a light that veritably glowed in the shadowy twilight gloom created by Eclipse. At the same time, Blue Rose gasped in surprise and pain when more of her vines were severed, the ends smoldering where they had been touched by the dagger.

For a moment, time seemed to stand still as vampony and pegasus both took note of the Fang, almost equally confused by its presence. Blue Rose instinctively reached toward it with her hoof, but hissed in pain the instant that she made contact and pulled back a foreleg that no longer looked like one belonging to a living pony, but a desiccated corpse.

"The Fang? I don't un--"

Fluttershy didn't give her a chance to finish that sentence. Acting almost entirely on instinct and fear of what might happen to her, Will, and everypony else nearby if she hesitated, she dropped the foals in her care and flapped her wings as hard as she could. She had very little room in which to build up speed, but for just a moment, she was a yellow-and-pink blur zipping toward the fallen dagger, and grabbed its handle in her mouth.

At the same time, Blue Rose snarled, baring her fangs as she lunged toward Fluttershy. "That's Lady Moonshadow's!"

Fluttershy meeped in fear and flailed her hooves wildly, but to no avail as she got tackled to the ground by the vampony! With Blue Rose's weight bearing down on her, she could feel the loathsome squirming of the vampony's vines, which lashed out and wrapped themselves around Iron Will's limbs to hold him in place while the rest continued to suck out Twilight's blood.

As Blue Rose pinned her down with a strength that was supernatural even for an earth pony, she hissed and spit in frustration as Fluttershy's grip on the dagger kept her from closing in with her fangs. "Give it to me! Give it to me give it to me or I break your bull!" Despite the blind terror dulling Fluttershy's senses to everything except the monster on top of her, she heard her husband grunting in pain as Blue Rose's vines twisted and tightened around his limbs. She heard him struggling to fight and the cracking of his bones as each of the blue-flowered tendrils crushed his limbs.

Fluttershy's mind kept wanting to retreat from what was happening. It was a dream. No, it was a prank. No, she was just thinking of ideas to surprise the customers with. Nothing but good, wholesome thrills for the whole family! Vamponies... classic!

But then she heard her husband cry out as the pressure grew too great. The vines wrapped around his leg clenched tight, and when the bones broke, so did the happy illusions. She wasn't even aware of it when she moved. She would never know if it was intentional or if she was simply trying to keep Blue Rose away from her neck, but Fluttershy swung her head as hard as she could until she felt the dagger in her mouth pierce Blue Rose's breast and slip between her ribs.

No blood came from the wound, but Fluttershy's nostrils were suddenly flooded with the stench of decay as Blue Rose shrieked and reared back, releasing the pegasus. She fell onto her back and writhed, her vines likewise releasing their captives as she tried to pull the dagger out of her chest, but it was too late for that. Already, her body grew more and more dessicated, seeming to rot away as the knife glowed with solar energy that spread throughout her entire being, revealing her fully as the centuries-dead corpse that she truly was.

Fluttershy trembled and watched this process spread out from Blue Rose to her vines, which withered and crumbled away, freeing Twilight and Iron Will from their grip. Both of them fell to the ground and groaned weakly in the aftermath. Fortunately, as the last of the vines died, Blue Rose's body also lost any trace of undead "life".

Everything seemed to slow down for a minute as everyone, from Iron Will to Lt. Sparkle to the two children, all tried to recover. But when the time came for someone to break the silence, it was Twilight who first started to rise.

The unicorn was dizzy from blood loss. She pushed herself to stand, but while her legs were able to support her weight for a brief moment, the instant that she tried to actually move her body, her stumbling gait betrayed her weakness. She felt her knees give out beneath her, causing her to slump toward the ground. But before she could collapse again, Fluttershy quickly moved in to catch her.

"Shhh, shhh, just rest," Fluttershy said in a soothing, motherly tone, even though her own body was still trembling with fear. "You need to just take a while to get your strength back. We'll be safe in here until it's over, right Will? Right?" The pegasus looked over toward her husband, who gave a strained smile and a thumbs-up, only to wince as pain shot through him from his broken leg.

Despite Fluttershy's assurances, Lt. Sparkle shook her head and muttered, "I can't... mission... need to go..." She clenched her eyes shut and focused her magic. Even that was weaker, but her aura surrounded the Fang and slowly pulled it free from the fallen vampony's ribcage. "The Everfree... need to get to the Everfree Forest," she said as she wrapped the dagger up again.

"You don't look like you're going anywhere," Will replied. "Even if you know a way to get there, how would you get out of the city without getting attacked by those undead freaks, the state you're in?"

"I can't stay! I have to go," Twilight reiterated, her voice cracking with desperation as she struggled against the weakness of her body, but to no avail. Tears welled up in her eyes as she clutched the cloth-wrapped dagger to her chest. "Please... please... help me..."

"Gaaaah!" Suddenly, Will exclaimed out loud in pain, clutching his leg. Twilight suddenly found herself tumbling over without any support as Fluttershy simply seemed to vanish.

"Oh my gosh, are you alright?!" She asked, hugging and fretting over the minotaur. He groaned and grunted as if in agony, but from where she landed, Twilight could see him smile to himself as he reached up to pet Fluttershy's mane.

"Y-yeah, I'll be alright, babe. I just need to splint this leg," Will replied, adopting a face of exaggerated agony when he pulled back enough to look her in the eye. "Go get a couple of the fake swords from sector 7D... oh, and the sheet off the ghost in 7G. Oh, and take the little ones with you. You can drop them off with the others in the center along the way," he said, gesturing over to the two terrified foals that she had brought in with her.

Fluttershy, nodded and picked the children up, hugging them close as she took wing. "I'll be back faster than you can say 'lickety-split!'"

Will smiled again as he watched Fluttershy fly off. Then he waited a few moments more before turning to Lt. Sparkle and pleaded, "Take her with you!"

Twilight lifted her head, looking up in confusion. "Huh?"

"Lieutenant, I love that little pony more than anything, but if more of those bloodsucking freaks come in here looking for that one, I won't be able to protect her! Not with my leg busted like this. And she'd never leave me behind, so we'd both end up..." Iron Will shuddered at the unspoken thought. "I can't let that happen. I need to know she's somewhere far away from this mess. So if she helps you get out of the city, you don't let her come back here. You take her with you... got it?"

Twilight looked down at the ground, unable to meet Iron Will's eyes. She wanted to refuse. Hated herself for not doing so immediately. The last thing that she wanted to do was drag somepony else into danger, but the weakness of her body brought weakness of resolve with it.

She would never make it out of the city on her own. That was patently obvious, but just to confirm it she attempted to push herself upright again, only for dizziness to overcome her and send her tumbling to her side. So, as much as it sickened her to do so, she looked up at the minotaur nodded. "Okay... deal. I've still got some magic. If she carries me, I can protect her. Once we're out, I'll do everything I can to make sure she stays out of danger. I promise."

Will let out a sigh of relief, though worry was still etched all over his face. How couldn't it be, under the circumstances? "Best I can hope for right now... Standard disclaimer though, if anything happens to her and you could've done something about it, I will tear you in half."

Twilight nodded solemnly, thinking to herself, You'll probably have to get in line.

"I'm baaaack!~" Fluttershy's voice sang out in a hushed whisper as she flew back into view with the materials Will had asked for cradled in her hooves. She set them down beside him and immediately got to work splinting up her husband's leg.

Iron Will winced in discomfort throughout the process, but through it he smiled at his equine wife. "And you're a sight for sore eyes." He helped by tearing the sheet she had brought into strips so that she could tie the splint together and said, "Hey, babe, the lieutenant and I were talking while you were gone..."

"Oh, you made friends already? Or should I be jealous? Well you can't run off together, because I saw her first," Fluttershy joked with a wink.

Despite the situation, Will chuckled and waved it off. "Aw, you know you're the only pony for me... She was just telling me about how her mission is so big and super-important, but she can barely move. Like, 'fate of Equestria' important, but she'd need to get out of the city without being spotted by any more vamponies. It really makes me wish we could help."

Fluttershy glanced back at Twilight, who nodded silently. The pegasus then flapped up to hug her husband. "Awww, you're right, sweetie, we can't help." Then she let go and did a backflip in the air, ending it with a pose and an upraised hoof. "But I totally can!"

"Are you sure?" Twilight asked. Despite her need, she said, "It's going to be very dangerous to go out there, and I don't want you to-- mmmph."

Cutting the guardsmare off with a hoof over her lips, Fluttershy shushed her and replied, "Don't you worry about me. 'Helpful' is my middle name, and so is 'sneaky'. In fact, I'm so helpful and sneaky, this morning I got an old mare across the street and she didn't even notice!"

"That's actually true," Will confirmed.

Twilight sighed to herself, knowing that if the slightest thing went wrong... "Do you think you can get me to the train station?"

Author's Note

Hello, again! This chapter was going to be longer, but I decided to split it up so the next one is already mostly done, and will be finished soon. So look forward to the escape from Canterlot, a musical number, and most of the mane cast finally meeting up with each other.

Part 11 - Last Train Out of Canterlot

"There's nothing more thrilling than a narrow escape. Honestly, I should've appreciated boredom more."

-- from the trial of Cathy Burglar, jewel thief

Waking Night
by Crowmagnon

Earlier...

Applejack clenched her teeth together and held on tight as the goats pulling the wagon raced downhill. As sure-hooved as they might have been, the wagon itself seemed determined to seek out every bump and dip in the road. Given that her heart was already pounding in her urgency to get to the station, the roller coaster-like velocity of her ride was terrifying and exhilarating in equal measure.

So it was that when the goat-drawn wagon abruptly screeched to a stop, nearly flinging her out onto the cobblestones, she needed a moment to breathe and get her bearings. "Thank you... thank you," she said to the drivers as she pulled herself out, only for her knees to turn to jelly beneath her and deliver her to a face-to-face meeting with the street.

"I'm okay," she assured the goats, lifting up a hoof to wave them off. After letting out a supportive bleat (she assumed) they took off for their next destination, leaving her to drag herself back up onto her hooves.

With memories of the scent of apple blossoms and the feel of the long dirt road of her fillyhood home giving her strength, Applejack pushed herself up and stumbled her way toward the ticket counter. A few minutes later, she sat on a bench and waited for the conductor to announce that it was time to board.

With the festivities about to go into full swing up above, there were very few ponies on the platform with her who were going to leave the city, but all around her ponies continued to pour out of the arriving trains. Most were in full costume, and as a couple passed by, their child bounding ahead in excitement, she smiled to herself as she imagined what was waiting for her. She envisioned herself and her brother walking through town, reminiscing about old times and catching up on everything that she had missed in the years since while escorting little Apple Bloom from house to house in the traditional quest for candy.

Applejack leaned back and let out a long, contented sigh. After spending the day with the feeling that everything was conspiring to keep her away, she was finally back on the right track. But as she looked up to the sky, that was when Moonshadow's cloud passed overhead, briefly casting the station in darkness before continuing on up the mountain.

In what felt like an instant, everything devolved into madness. Screams filled the air. Ponies that had been cheerfully strolling up the mountain mere moments ago stood stock still, and when the moon rose up to cover the sun, they came rushing back down toward the trains in a blind panic. Applejack got off the bench to stand, but immediately had to hop back up onto it in order to keep from getting flattened by the stampede of frightened ponies. The same couple that she had taken note of before were now struggling to keep their terrified, wailing child up above the fray as they joined the rush to pack themselves into one of the outgoing trains, pushing past the conductors in order to do so.

To Applejack's horror, the trains' engineers were also beginning to succumb to the fear that had stricken everypony else. A shrill whistle pierced her ears, even over the noise of the crowd. From her vantage point, she could see a train starting to lurch its way out of the station while ponies were racing to jump on before it started moving too quickly to catch up with.

The last she saw of it, pegasi were frantically beating their wings to carry their loved ones and children to the fleeing train. It was almost immediately followed by a second whistle, closer this time as another train started to move. In her own fear, exacerbated by the instincts of her equine ancestors, Applejack felt the urge to chase after it and let it carry her away.

Yet it was obvious that she would never get through the crowd in time to reach it, even though it was still half-empty. She could only watch as many ponies, most of them with families, begged and pleaded to be let on.

Instead, she turned and started looking this way and that until she spotted what she was looking for.

At the same time, Rarity and Pinkamena struggled to keep from losing themselves in the crush of panicking ponies. The blaring of a steam whistle on the other end of the station told them that another train was departing.

Ponies instinctively turned that way in order to try to get on it before it left them behind, but neither of the Ponyville mares had to see the train to know that it was probably already packed. In any case, they would need wings to catch up, and that was a tribal trait that neither of them could make use of.

While Rarity stared in dismay at the state of her fellow ponies, so desperate to escape, Pinkamena looked around their more immediate vicinity. She then started insistently nudging her unicorn companion.

"What is it, Pinka--" Rarity turned to see Pinkamena pointing toward a train that was closer to them and still in the process of preparing for departure. Specifically, she pointed to a blond-maned earth pony whose appearance made Rarity's eyes widen in surprise. "Applejack?!" While other ponies were still distracted by the departing train, Rarity turned and galloped toward Applejack with Pinkamena following right behind.

"I thought Fancypants said she was going to the palace," Pinkamena recalled as they hurried over. "How do you think she got out of it?"

"I don't know, but unless that's somepony in an Applejack costume, this is the break I've been hoping for all day!"

"Really? I know she's the reason you came up here, but are you sure this is the best time?"

"There might not be another chance! I didn't come all this way for nothing! Besides, that train might be our only way home!"

"That's true," Pinkamena conceded.

Together, they hurried toward the engine car where they heard Applejack talking to the engineer. When they did, what they heard only made Rarity's jaw drop.

"Yes. I am most definitely trying to bribe you," they heard the businessmare say in a calm, blunt tone that immediately rubbed Rarity the wrong way. "The question is, is it working?"

"Yeah... okay, sounds like a deal."

Moments earlier...

"Come on! Come on! Come on!" The engineer of the Friendship Express fidgeted nervously. While his crew were frantically pumping fresh water into the steam engine's tanks, he had already ensured that the fire magic-imbued crystals in the engine were primed. Now he could do nothing but watch the meter measuring the water level as it slowly rose.

"Pardon me, sir, but I could use a moment of your time."

"Wha?!" The engineer had no idea what was going on, only that everypony in the station was in a panic. So when he heard the voice of somepony else entering his car, he jumped in surprise.

Applejack, by contrast, had taken the time and effort to adopt a facade of calm. She pulled herself up the steps, adjusted her suit, then stuck her hoof out in a friendly gesture. "Hello, my name is Applejack of the Apple Orchard Farm & Loan. Maybe you've heard of it, maybe you haven't, but the point is that I need you to take me to Ponyville."

With Applejack's apparent calm conflicting with his own instinctive desire to flee, the confused stallion replied, "L-look lady, I don't know what's going on out there or how bad it's gonna get, so the instant this train's ready to go, we're not stopping until we reach--"

"Baltimare?"

"Balti... H-how did you know that?"

"I have my ways." Applejack elected not to mention the photograph hung up behind him depicting the engineer and who she assumed were his wife and children standing outside a sports stadium and proudly wearing Baltimare Ravens jerseys. "Your family are in Baltimare, aren't they? You're confused. You're scared. You want to get back to them as soon as you can. I understand, mister..."

"Track. Steel Track."

"Mister Track, I understand whole-heartedly. You're concerned for their safety. You want to see them again as soon as you can so that you don't have to worry, and so they don't have to worry about you. You want to be with them now in this uncertain situation to ensure that they have a good future to look forward to, don't you?"

"Well... of course, but what--"

Applejack stepped forward and sidled up alongside the engineer, putting a foreleg over his shoulder. Speaking quickly to give him no time to rebutt, she said, "Mister Track, I have a family too. I need to reach them just as badly as you do with yours. I also have the ability to set up an education fund for your children. Public colleges or apprenticeships are good, but institutions like Hayvard or Pranceton are better. Get me to Ponyville, and whichever school they go to, you won't have to pay one single bit for tuition or materials. Does that sound like a good deal?"

The engineer blinked a few times, his expression that of a rather confused cow as he slowly put together what she said. "I... well... it sounds kind of like a bribe..."

Applejack shook her head and reached into her pocket. "I see. Mister Track, this is very important to me, so I want to ensure that there is no ambiguity here. This is my family," she said, pulling out a folded-up photograph of Apple Bloom, Granny Smith, and Big McIntosh looming behind them with a goofy grin under his trademark Stetson. "This is my grandmother, my big brother, and the cute little filly is my baby sister. I've been so busy keeping my business afloat these past several years that I haven't seen her in person since she was a toddler. So if it will get me back to them tonight, then yes. I am most definitely trying to bribe you. The question is, is it working?"

Steel Track looked at the photo, then glanced back at the one of his own family before turning back to look straight into Applejack's pleading emerald eyes.

"Yeah... okay, sounds like a deal."

Applejack smiled and clutched the stallion's oil-stained hoof, shaking it vigorously. "Wonderful! Then I'll let you get back to your work." With that, she turned and hopped back out onto the platform, only to find herself right in front of a pink pony and an indignant unicorn dressed up for Waking Night as a beatnik and a farmer, respectively. "Oh! ... Hello, there."

"Hi," Pinkamena blandly replied while Rarity stepped forward.

"Applejack! I was starting to come around, but it turns out you really have no shame at all! What would your dear, sweet, handsome friends think of this?"

Thrown off guard by the use of her name, Applejack blinked in confusion. "I'm sorry, have we met?"

"And why would we have ever met?" Rarity snidely retorted. "I don't have money. I'm just a rock farmer from Ponyville, not somepony who can afford to bribe a train engineer!"

"Wait, you're from Ponyville?"

Rarity's eye twitched in anger. "That's not the important part! Do you think you can just buy and sell ponies? That you can just use them?"

Applejack flinched, but turned back to look Rarity in the eye. "I... no. But I needed to give him a reason not to leave without me."

Now it was Rarity's turn to be confused. "Without you? You're right here."

"Yes, but there are a lot of ponies who need to get out of here as well, and everypony's too panicked to keep their heads on straight. So I'm sorry that you're going to have to wait a little longer if you want to get to Ponyville, but I could use some help!"

With that, Applejack left Rarity sputtering in bewilderment as she hurried off toward the larger crowds and raised her voice in order to try guiding the scared ponies to board in a more orderly manner, even convincing some to leave their belongings behind in order to make room. Rarity and Pinkamena stood there and watched for a moment before the unicorn simply asked, "... What?"

Pinkamena cocked her head. "Hmm. Didn't see that coming."

Elsewhere in the city, Eclipse growled menacingly.

"Where is she, Moonshadow?!"

A dark, miasmic aura surrounded Celestia's horn, as well as forming around the vampony's throat as Moonshadow was yanked from where she stood and brought nose-to-nose with the possessed alicorn. "Where is Celestia?!"

Moonshadow blinked in confusion, her casual confidence shaken as she stared into the black pits where Celestia's eyes should have been. "You're... wearing her, aren't you?"

"MEAT!" Eclipse let out a furious, raspy roar, and the shadows in the room writhed with anger. Moonshadow then found herself being hurled away against the far wall and pinned their by Eclipse's magic. "You've given me nothing but empty meat! You promised me Celestia, but s̢̼̣̜͉̣͚̰h̭̥̬̣͈̜̳͢e̵̯̘̥̳̻'̰̗̲̙ͅs͉ ̷̤̯n͙̳̜̣͜o͍͖̰͘ͅṯ̛̲ ̨̤̯̱͇i̴̖̗̥͈̥̤̳n̥͇̺͠ ̧͈̙͚h͕̜̫͙͙͞e̗̲͖̦̣̟͕r͍̪e͓̩!͓"

While Eclipse ranted and raved, Moonshadow's eyes flitted down to the poultice covering Celestia's chest. It was falling away from Eclipse's movements, but minute tendrils of shadow were already knitting the princess's flesh back together. Still, in the context of what she had just been told, the realization made her groan out loud. "Oh, you have to be kidding me."

Eclipse stopped in its tracks and turned Celestia's head at an unnatural angle to look at her. "... You know what happened." The darkness around Celestia's horn deepened, and Moonshadow felt the pressure pinning her to the wall increase. "Tell me!"

The thestral thralls crouched and braced to launch themselves at Eclipse, but were held off from doing so as Moonshadow waved them down. "First you're going to let me down... then you're going to ask politely."

Eclipse snarled. "How dare--?!"

"I dare because the only thing I'm afraid of is the sun," Moonshadow interrupted with a cocky smirk. "And you just said it yourself, that body is just an empty shell, and that magic sure doesn't look like hers. You don't have any of her power at all, do you? Which means that the one pony in all of Harmonia who actually does have control over the sun is in my pocket. That, my dear Eclipse, means that if anything happens to me, she has the means and the motivation to make the remainder of your life very, very difficult. And you don't know where she is, or even who she is."

Eclipse bristled, tightening its magical grip. Some of Moonshadow's bones could be heard bending and cracking under the pressure, but her smug grin didn't falter. "That's how you want it, Eclipse? To spend the rest of your existence jumping at shadows? Now that's ironic. Knowing that no matter what body you take, you'll always be hunted by somepony who has the power and the intelligence to take you out?"

The shadowy fiend ground Celestia's teeth together in frustration, but released its hold on her. As the vampony dropped back down to the floor, it said, "Explain yourself, Moonshadow! If I don't like what I hear, I will assume you've been plotting against me this whole time. Then I'll tear you apart and take my chances."

Moonshadow winced a little as she checked her body and manually pushed some of her bones back into place. "Ah-ah-ah. Remember what I said?"

If looks could kill, Moonshadow would have been reduced to a thin smear on the floor. Eclipse visibly shook with the effort of restraining itself as it replied, "P̼̥͕̦͉͞lé̞a͉̼͈̬͝s̨̳̜̞͉̩̞̳e̡ ́ȩ͚͚̮͕x͉ͅp̡l̴͙͍̪͎͈̙ai͔͇̘͖̫͍͡ͅn̺̩̩ ͍̦̱̘̮̖̮w̫̮̠̟̹͎ͅḫ̲a̭̠̜̹t̘͢ ͖̦̞͙y̝o̖̙̭͍u̶̜͉͇̯̣ ̩̬͉̮̮̣͈m̲ea̶̘͎̗n͈͓̲̜̮͕ b̸̝͕ḛ̹̦̘͝f̘̳̦o̶̙̰ŗ̱̮͎͖̘ͅe̻͓͓͝ͅ ̤̟Í ̟̗͢ͅde͇̹͖͉̜̙s̜̥̥͕̺̩t̡͖r̷͖̼̹̼̘̗oy̹͎ ͅy̸̼̩̠̝o͏u͕̲̪̪̱͜.̪̯͕͍͖̙̖́"

"Better," Moonshadow replied with a saccharine smile before she explained. "Remember that gang of meddlers who interfered with our last plan a few centuries back? Well, they stole my anti-Celestia weapon while they were doing it. Considering Celestia was taken out with a stab wound, it stands to reason that whoever did it got their hooves on my dagger, which would have drained all of her bright, shiny power after a deep wound like that. Find the dagger, and that's where you'll find Celestia's magic."

Eclipse grimaced. "And how will you find this dagger that's been lost to you for so long?"

Moonshadow laughed at that. "Oh, that couldn't be easier, so long as our would-be assassin is a pony." She turned her head and barked out, "You, by the window! Send out a signal. I want every single tufted ear in this city listening for the singing."

As the thestral obeyed, opening the window to let out a high-pitched keening that was soon echoed througohut the city by the other thralls outside, Eclipse simply stared at Moonshadow in confusion. "... Singing? Have the last two centuries driven you mad?"

"I wish," Mesmer snarked from his place at the doorway. "It's embarrassing to think we used to be just like those numbskulls."

"But oh so convenient for us," Moonshadow retorted. "You see..."

Vamponies, babe

We've got teeth, dear

Sharp little blades

In our gums

But a gold knife

Is what you need, babe

If you want to

Claim the sun

Eclipse stared at Moonshadow as the pegasus sang and danced her way around the room. "What...? How is this supposed to help?"

Mesmer shrugged. "Nopony knows how it works. Just that it does. She actually knows what she's doing," he said while Moonshadow sashayed her way toward the bloodstain on the floor and smelled the air around it with the pretentious air of a wine taster sniffing the cork.

Now I've been a vampony

Nine hundred years, now

And if there's one thing

I know, it's blood

From what I see here,

And I'd bet good bits, babe

It's not been five minutes

Since the deed was done

Now on the floor here, a-huh, huh

Ooh, cold tiles, a-huh

Laid a body

Drained of its life! Yech!

But the one who did it's

Somewhere around here

So we've got a chance

To get back the knife!

Farther down the mountain, Fluttershy waited for a moment to catch her breath in the shadows. In hindsight, a bright yellow coat and pink mane weren't exactly the best colors for moving stealthily, especially while carrying a fully-grown mare. Still, Lt. Sparkle's directions had helped her get them this far without being spotted.

With her darker coat making it easier for her to do so unseen, Twilight poked her head out and watched the movements of the vampire batponies flying around, fighting her pegasus comrades-in-arms. Every instinct drilled into her through her training screamed at her to go out and help them. Even if she had the right to do so, though, she was in no shape to fight. All she could do was keep looking until a path opened up.

"It's not far now... do you think you can keep going, Fluttershy?"

Fluttershy sucked in a deep breath and collected herself enough to give a bright, cheery smile in reply. "No problem! I actually bench press even more than Will," she bragged. When Twilight shot a skeptical look back at her, she retorted, "I do, honest! Every time I see a bench, I press myself down against it until I'm nice and comfy, like this."

Flopping down over Lt. Sparkle, she wrapped her legs around the guardsmare, giving Twilight a tight, reassuring squeeze before she started flapping her wings and lifting them up to hover off the ground. "See? I'm ready when you are!"

Twilight let out a startled wheeze when she felt Fluttershy's weight press down on her, but the warmth of another pony's embrace in the face of so much fear and doubt was more welcome than she cared to admit.

You know you don't deserve it, came a thought that grabbed Lt. Sparkle's heart and squeezed. You've dragged an innocent into your mission, and she won't be safe until you're out of the city. You don't need comfort, you need to finish the job, soldier!

Her body shuddered as memories of the past few hours and fears of the immediate future pelted her psyche like a mental hailstorm. Her mind and body both ached with the need to recuperate, but there was no time to do so. Raising a trembling hoof, she pointed the way. "Okay... there seem to be fewer vamponies that way. Go two blocks, then take a left. It's a straight shot to the station from there."

"You got it!" Keeping low, Fluttershy flapped her way down the street. Taking the turn when it came, she was able to look down the street and see it slope straight down toward the trainyard. It was mostly empty, but there was one train left in the station, its smokestack pumping out steam as it prepared to leave. The sight filled her with such relief that she felt the urge to sing out in joy.

There's a train, *huff* *huff* *huff*

Still in the station, I can see

It's getting ready

To take us outta here

Oh, that smoke is puffin'

The engine's chuggin', dear

So don't give up

Or break down in fear

It's not fear why I'm shakin'

And I just can't say

What the cause is

Until my final breath

But I've got a mission

I must complete it

To give some meaning

To Celestia's d--

Twilight immediately clamped her mouth shut, cutting herself off mid-word. What the buck just happened, she thought to herself. Why did we suddenly start singing like that? I almost--

"Sorry, what was that last bit?" Fluttershy asked, furrowing her brow as she interrupted Twilight's thoughts.

"Nothing! Just get on the train," she shouted. Then, the sound of leathery wings flapping toward them caused her to glance back over her shoulder, and her eyes went wide at the sight of a squad of vamponies flying after them. And not just a mere hoofful of the ones causing random destruction, but a full dozen whose eyes and ears were firmly focused on the two of them. "Get on the train now!"

Now we've got 'em!

They won't escape us!

We will retrieve it

Moonshadow's fang!

Oh, flap harder

Fluttershy

Our only hope is

On that train!

Yeah, now we've got 'em!

They won't escape us!

We will retrieve it

Moonshadow's fang!

Oh, flap harder

Fluttershy

Our only hope is

On that train!

Fluttershy felt like her wings were bathed in acid as she pushed herself to her limits. She was fueled by both fear and a determination to not let Lt. Sparkle down, but while the spirit was willing, the flesh was running on fumes. Behind her, the vamponies were rapidly gaining. She didn't dare look back, but she could hear the beating of their leathery wings and the gnashing of fangs.

So could Twilight, and she clutched the golden dagger wrapped in her best friend's cape tightly against her breast. Unlike Fluttershy, she did look back and could see that there were far too many to fight, though her tired mind raced, struggling to think of a way out.

Shield spell? No, I'm too weak. They'd surround us, cut us off from the train, and break through in less than a minute. Focused magic bolts? Too many of them. I could probably drop two or three, but then the rest would be on us. Flash bomb? They're bats. They can keep chasing us with sonar.

Telekinesis! I can hold the Fang and... and... For a moment, she envisioned herself controlling the dagger, making it slice through the swarm of batponies, but the mental image of a possible victory was swiftly overwhelmed by the image of Princess Celestia, the ancient monarch's life force draining away while Twilight's nostrils were assaulted by the phantom stench of blood.

A fit of revulsion seized Twilight, her body spasming uncontrollably and forcing Fluttershy to struggle even harder to hold on to her as she flew.

It was a struggle that she lost as Fluttershy felt the guardsmare slip from her hooves and tumble to the ground. She immediately wheeled around to try to pick her up and take off again, but her wings lost their strength when she put her forelegs around Lt. Sparkle and looked up to see that the vamponies had caught up and were hovering around them.

Twilight swallowed back the bile rising in her throat and looked up at the crimson-eyed batponies that had them surrounded. Fluttershy held onto her tightly and shouted up at them, "Y-you'd better not try anything! There's only one monster who gets to nibble my neck, and I married him!"

Twilight's vision panned around, looking at the monsters around them. They were circling the two of them, sizing them up. She weakly put her hoof over Fluttershy's and whispered, "It's over, Fluttershy... There's too many of them. Make a break for it... I'll hold them off as long as I can..."

"Wh-what? No! You can't. I'm trying to help you, but I can't help if you aren't around to be helped," Fluttershy whispered back, only for Twilight to hug her weakly. While she did this, Fluttershy felt the unicorn secretly slip the Fang under one of her wings, keeping it out of the vamponies' sight.

"Get somewhere safe... find soldiers and tell them they need to find Princess Luna..." Twilight replied.

"Or, you know, instead of hunting for a dead alicorn, you could just hoof over the knife and save us the trouble," one of the vamponies interjected loudly as the others snickered down at the two mares. "Seriously, did you think the bat ears were just for show? How about you make this easy for yourselves?"

Another suggested, "Or we could just tear them apart and take it. It's better than what Moonshadow or Eclipse'll do to them."

"True. Okay, let's finish this..." the vampony said, trailing off as his attention was briefly diverted by tendrils of thick mist that crept into the train yard. The fog moved swiftly despite a lack of wind, swallowing up the gathering of ponies and vamponies.

"Oh, you think you're clever, now? We don't need to see you to kill you," the vampony threatened. His ears swiveled as he heard the sound of hooves tapping softly against the cobbles, so he launched himself at the mares before they could sneak away! But when he pounced on the location where they were supposed to be, his hooves found nothing but air and mist.

Moments later, the batponies heard movement elsewhere. Two of them tried to move to flank them, only find nothing, just like the first. As the vamponies quickly realized that they were being distracted, the sound of hoofsteps was suddenly everywhere, going every which way. Confusion overtook the vamponies as they listened carefully, trying to figure out which sounds were real and which were not. Some attempted to swoop through the mist in order to find the real mares, only to collide with each other instead.

At the same time, in the middle of the fog, Fluttershy held onto Twilight and propped her up so that the guardsmare could stand. She turned her head around, hearing the vamponies grow more confused and frustrated by the sounds of ponies who didn't seem to actually be there. She herself was frozen in place, not sure which way she would go even if she could move. Still, they couldn't just stay there as long as there was a chance to get to the train.

Fluttershy took a few of the seconds that they had been granted to think about the mare leaning on her. The lieutenant was on an important mission, and wouldn't be able to make it out of the city on her own. They would both need to make a run for it, and needed to believe that they could make it to the train if they were going to escape. To that end, she swallowed her terror and put on a bright, beaming, 'it's going to be okay' smile for Twilight. She then lifted up her hoof to take the first step that would guide them to safety.

Right when she was about to take that step, though, a dark hooded figure suddenly appeared in front of her, rushing at the two of them and placing a pale blue hoof over Fluttershy's muzzle before she could even think of screaming in surprise!

The hooded pony leaned in and shook her head, then pointed in a different direction. She moved as silently as a shadow as she came around to Twilight's other side and helped to support the weakened unicorn, guiding them through the fog.

"Trixie...?" Twilight whispered as quietly as she could, but the hooded mare didn't reply. Instead, they were led in silence through the mist until it began to thin, allowing them to see the train once more. At that point their pace quickened, supporting Twilight enough that she wouldn't fall. They needed to, as the train began to start moving without them.

At the same time, some of the vamponies had come to realize that while they couldn't detect their prey within the fog, they knew what the mares would be fleeing toward. They flapped up above the mist and turned their attention toward the departing train. Once they saw the two (now three) ponies attempting to escape, they let out blood-chilling shrieks and flew after them in pursuit!

Inside, ponies reflexively cowered when they heard the sound of the vamponies' screeches over the slow rattling of the train. While many took cover beneath the benches, Rarity, Pinkamena and Applejack peeked out the window. "There are still ponies out there!" Applejack gasped.

"It doesn't look like they'll make it," Pinkamena said, her usual stoicism replaced with naked worry.

Rarity's body trembled. The three ponies outside were struggling to catch up before the train left them behind, but the vamponies giving chase were going to catch them before that even happened. She didn't want to watch, but was too frozen with fear to turn away.

"Somepony needs to help them," Applejack exclaimed, bumping against Rarity as she turned to hurry toward the door.

Nudged out of her paralysis, Rarity asked, "Are you crazy?! Even if you can get them aboard, those vamponies will just attack us!"

"We have to at least give'em a chance!" Applejack shouted back, her Manehattan accent very briefly slipping into country twang. "After all we did ta make sure nopony got abandoned!"

"So you'll abandon your family again, instead?!"

Rarity might as well have slapped her, Applejack recoiled so hard. "W-wha..." Pinkamena similarly gasped in shock as Rarity's accusation seemed to echo through the train car.

Inside the young rock farmer's head, though, it was different words that reverberated in her mind.

"Are you mad? Of course I want to leave," Applejack said, moving on as another train left without them. "But if we don't get every one of these trains full of ponies, then somepony is going to be left behind."

Somehow, Rarity and Pinkamena had found themselves getting caught up in the businessmare's wake. Rarity had told Pinkamena that it was to keep an eye on Applejack and make sure she didn't try to sneak away at first, but as it became increasingly obvious that Applejack was being genuine, that motivation had morphed into a desire to "find out what her game is."

With the Royal Guard fighting in the streets and the skies, the three of them ended up taking de facto management of the evacuation, convincing travelers to board in an efficient, orderly manner.

At the same time, Rarity's frustrations had grown, not lessened, under the surface from watching Applejack take charge. The businessmare's refusal to leave before everypony else had thrown her into confusion as she tried to reconcile it with her image of the mare she had intended to confront. Worse, the seeming selflessness of it deprived her of a chance to lay into her as she'd intended to.

It made her feel petty, small, and sick inside. Determined to find some fault in Applejack's motives that would justify her ill will, Rarity asked, "And why does that matter so much to you? Trying to be a hero, or do you just not have anypony waiting for you?"

The question momentarily threw off Applejack's step as they reached the last train. The one that would take them home. "I may be a big city mare by choice, Miss Stone, but I was born and raised in the country. I might have left a lot of that old life behind, but I still remember our values, and one of the worst things in this world is when one pony starts acting as though wealth or privilege makes them worth more to society than any other."

Applejack looked up with yearning at the engine that would soon take them away. "The last time I saw my baby sister, she was barely as tall as my knee. After all this time, I finally have a chance to see her again. To make up for lost time and become part of her life again. But if I'm going to do that, then I need to be the sort of sister that she truly deserves while I am there. If I stood before her as anything less... as a mare who would abuse her position to abandon anypony in their time of need... I'm sure she would never forgive me."

Rarity and Pinkamena stood in silence beside Applejack. The unicorn slowly chewed her lower lip. Finding no fault or retort to turn against Applejack, she sighed, muttered, "Oh for goodness' sake," and pushed that small, petty part of herself down as far as it would go.

Then, she reached out and pulled the businessmare into a reassuring embrace. One that was soon joined by Pinkamena.

Applejack blinked, her cheeks warming from the unexpected attention. "Oh, um... well, thank you," she replied.

Suddenly, there was a commotion from a few cars down. All three turned their attention farther down the train, where some of the railway workers were struggling to separate ponies from their luggage to make room for the remaining evacuees.

"Oh dear. I'd better see to this..."

Rarity winced. She knew how her words sounded, but there was no time to lose. "Go out there, and you'll only get eaten, or worse! You got us on this train, now it's our turn!" With that, she turned back to the window, her horn wreathing itself in pale blue magic.

"Drop me... and run...!" Twilight huffed, struggling to push herself along with all of her greatly diminished strength. The pegasus and mysterious hooded mare holding her upright wouldn't hear any of it, however.

"We're almost there! Just keep going! One step at a time," Fluttershy exclaimed, almost as a cheer. There was a shrillness in her voice, however, that betrayed her fear.

Indeed, the train hadn't quite left the station yet. If they kept going at their current pace, they could possibly jump onto one of the last cars, but the vamponies were hot on their tails. The one in the lead was almost right on top of them, fangs gnashing and chomping menacingly.

Ahead of them, though, there was a momentary glow of light blue that surrounded a newspaper resting on a nearby bench. It flew up into the air and smacked the vampony across the nose before falling open, sending numerous pages fluttering on the breeze and distracting the thestrals at the front of the swarm.

This only bought the fleeing mares a couple of seconds by itself, but from inside the train, a voice shouted, "Come on, everypony with a horn, help me out here! Hit them with whatever you can lift!" The blue aura then started picking up bottles, bits of garbage, anything that was small and within reach, and launched them at the flying monsters.

Blue was soon followed by pink. Then orange, yellow, purple, red... All the colors of the visible spectrum seemed to light up to turn everything on the station's floor into a projectile to fend off the vamponies. Some of the heavier objects, such a benches or large trunks abandoned by their owners, were held up and thrown by multiple auras working in concert to knock thestrals out of the air, as well as give the mares a clear path.

Fluttershy gasped as she ran, taking in the sight. She was almost distracted by the view until she suddenly heard Twilight gasp out, "Jump!"

"Jump? AHHHH! Jump!" she shouted when she realized that they were right at the edge of the platform. Her reflexes were too slow to get a proper jump onto the now-speeding train, causing her and others to stumble over the edge, but she started rapidly flapping her wings, giving them a little extra push that made them tumble and fall hooves-over-head into the back of the caboose!

Lt. Sparkle and Fluttershy both lay on the floor of the train, gasping for air as they waited for their heart rates to get back to normal. Just outside, they could see the aura continuing to hurl anything and everything that could be lifted to fend off the vamponies until the train's speed left the bat-winged pursuers behind. Fluttershy let out a squeal of pure joy and kicked her hooves in the air like an excited foal as she giggled in triumph.

"We did it! We did it! Lieutenant, have you ever seen anything so pretty in your entire life? Taste the rainbow, evil!"

Lt. Sparkle was almost too dumbstruck to reply. She found herself smiling, though, in the wake of her new companion's infectious glee. "Heh... yeah, we did it, thanks to everypony. Especially you. What's your... name...?" she asked, turning to face the hooded mare who had helped them escape. She trailed off, however, when she realized that she was speaking to empty air.

As silently as she had appeared, the mysterious pony had vanished without a trace.

Author's Note

[Note: 7/23/17] Edited Rarity's behavior to better reflect where she was in Part 5.

Part 12 - Next Stop, Ponyville

Some ponies love to say that they want to live their lives with no regrets. I wanted to be a pirate. Sometimes you just have to leave foalish fantasies behind.
-- From the memoirs of Tesla "Bolt" Lulamoon

Waking Night
by Crowmagnon

Rarity let out a sigh as the mountain and city of Canterlot gradually shrank behind them. Her magic held several bottles above her head as she made her way to the two mares who had made it aboard as they were leaving. The purple unicorn, despite being the more physically fit of the two, seemed to be in particularly bad shape while the bubbly, vampony-diguised pegasus had only complained of some wing strain once the adrenaline of their escape had worn off.

Now, both were resting among the other passengers. Rarity walked up to them and popped open two of the bottles with her magic. "I found some juice in the dining car. I hope you don't mind tomato," she said, offering them to the weary ponies.

"Mmmm, my favorite vegetable-that's-actually-a-fruit," Fluttershy replied, taking one of the open bottles between her hooves so she could tip it up and take a swallow.

At the same time, despite her anemic grogginess making it difficult to get a solid grip on the other bottle, Twilight managed to wrap her aura around it and tip its contents into her mouth. The first few sips were small, and even that almost made her choke. After she got a few swallows down, though, it was like a switch was flipped inside her and her body remembered just how badly it needed fluids and nutrients to replenish what was lost. She started to gulp it down as quickly as she could, and when the bottle was empty, she reached out for another.

"She needs it," Fluttershy said with a giggle, reaching out to wipe some errant juice from the guardsmare's face with her wing. "She almost got eaten by evil flowers!"

"Evil flowers?" Pinkamena asked, leaning up over the back of the seat to join in the conversation.

Twilight was already chugging down her third bottle when she momentarily paused to answer. "Blue Rose... vampony... grows homophla... hamapho... hemopha--" A sudden belch burbled up out of her throat, echoing throughout the train car. She blushed deeply and wiped her mouth. "Bloodsucking plants inside her own body... Sorry, I drank a little too fast."

"It's alright. You just take it easy," Rarity said, patting the other unicorn on the back.

Pinkamena asked, "Those were really vamponies that passed overhead? How do you know so much about them?"

Before Twilight could answer, Fluttershy exclaimed, "Because she's a lieutenant in the Royal Guard! You've got to know these things when you're an officer, right?"

"Well, actually--"

"A guardsmare?" Applejack asked as she returned to the others. "Forgive me for asking, darling, but why aren't you wearing the armor?"

"I... I..."

Again Fluttershy interrupted, "She doesn't need any! That nasty Blue Rose pony was chasing me and a couple of foals and she was all like 'Rawr, gimme the kids!' and I was like 'Save us! Save us!' and then Lt. Sparkle and my husband showed up and he was all 'You get away from her!' And Lt. Sparkle here was like..." She paused for a moment, forcing her expression to change into a stone-faced grimace while she brought her voice down into a low, gravelly growl. "'Vamponies... Good thing I was on a stakeout!' And then they all ran toward each other and it was 'Pow!' and 'Biff!' and 'Gyaaaaaah!' and..."

As the pegasus continued to narrate sound effects, everypony around her was simply poleaxed, staring at her dumbly until they started slowly turning toward a similarly stunned Twilight. Seeing them looking to her for confirmation, she gave them a bashful grin and shrugged. "Cl-close enough...?"

"She's also on an extra-super-important mission to save Equestria," Fluttershy cut in, interrupting her own onomatopoeia to lean in and whisper to the nearby ponies. It was close to the sort of 'whispering' one would hear in a stage play, though. "From Princess Celestia herself!"

In an instant, Lt. Sparkle went pale. "Fluttershy!"

"Ohhh, right, that's probably top-secret. Forget I said anything, please! I'm just a silly pony who doesn't know what she's talking about," Fluttershy asked, glancing shiftily from side to side as she slowly lowered herself out of sight.

Once she'd slipped out of view, the others turned to Twilight. Applejack was the first to speak, simply asking, "So...?"

Lt. Sparkle looked down at her hooves. "Y-yes, I'm with the Guard... Yes, we fought off a vampony... Her husband asked me to keep her safe, and... I just..." Her body shuddered as she buried her face in her hooves.

"Hey, hey, it's alright. You just focus on getting better, darling," Applejack said comfortingly. "We'll be getting to Ponyville soon, and we can either get you to a doctor or you can keep riding away from here. Honestly, I would not blame you either way."

"Ponyville?" Twilight's ears perked up ever so slightly at the name. "That's the little town by the...? Yeah, I-I should get off there," she said.

Applejack smiled reassuringly. "Alright. Until then, you just rest. I think I'm going to go check on the other cars to see how they're doing, but if you need anything at all, don't hesitate to ask. Whatever's happening, we are all in this together now."

With that, Applejack made to walk away to the other end of the car. After watching her go, Pinkamena looked to Rarity and asked, "Maybe we should help her. And then you could talk to her."

Rarity sucked in a breath between her teeth. "I'm... not sure that's a good idea, anymore. Besides, this mare here should have somepony nearby, right? Right?"

"Huh? What?" Lt. Sparkle asked distractedly. "Oh, uh... no, I'm... fine. I just... need some time by myself to rest," she said, turning to look out the window. Already, her home city was looking more and more distant in the dim light of the eclipse.

"Oh... okay," Rarity replied. She let out a deep sigh. "Alright, maybe I should."

Lt. Sparkle didn't watch them go, but she heard their hoofsteps gradually recede until they faded into the background noise of the train. Though still surrounded by ponies, she was effectively left alone. As the relative solitude sank in, she felt her eyes water up once more.

"Miss Applejack? Miss Applejack!" With Pinkamena silently urging her from behind, Rarity called out to the businessmare as they caught up enough to be heard.

Turning back to face them, Applejack quizzically cocked her head. "Yes? What is it?"

Rarity took in a deep breath and held it for a few seconds before explaining, "Well, I didn't have a chance to explain why while we were evacuating everypony, but you probably noticed I was... somewhat testy with you when I first approached you."

Applejack thought back. "Ah... yes, I suppose you were at the time, though it's certainly understandable. I was indulging in a rather flagrant breach of ethics," she admitted with a chagrined look.

Rarity shook her head with a chuckle under her breath. "Well, even if I thought you were just trying to save your own tail, the truth is, I'd been looking for a chance to yell at you all day. You see..." She looked Applejack in the eye. The businessmare looked back at her, blinking in surprise. Rarity could practically see Applejack sifting through her memory, trying to place her. Trying to figure out how she might have wronged Rarity.

"... My little sister is one of your sister's best friends," Rarity clarified. "When I heard that you were supposed to visit, and saw how sad Apple Bloom was when it seemed like you weren't going to..."

Applejack groaned and rubbed her forehead. "Ugh, curse it all, Check List! I am so sorry, my assistant had his heart in the right place when he sent that letter, but his head... But that's not important anymore. I'm sure that the princess will put an end to this soon enough. All I am concerned with right now is getting back to my family." She looked back up at Rarity and let herself smile as she asked, "So... if you are Sweetie Belle's sister, that would make you Rarity? McIntosh and dear Granny mention you both quite often in their letters."

Rarity was taken aback in surprise and started to reply, "Well, yes..." Before she could say anything else, Applejack suddenly pulled her into a tight embrace.

"Oh, it's so good to officially make your acquaintance! I've been wanting to meet her friends for so long," she said while squeezing Rarity tightly. "You have no idea how happy it's made me lately, reading about what good friends your sister and that little scamp Scootaloo are to her. And knowing that they have a reliable mare who cares so much about their well-being to look up to..."

Applejack smiled as she pulled back to hold Rarity at forelegs' length. "We are simply going to have to spend some time together so you can tell me all about what's been going on around Ponyville in my absence, darling. Preferably after all of this horror gets settled and the shock of tonight is allowed to pass. How about it?"

Rarity coughed softly into her hoof as she looked back into Applejack's expectant green eyes. "Ah... y-yeah! Sounds like a good idea," she replied with a shaky grin.

"Capital! I'm happy you agree. Why, with Apple Bloom and Sweetie Belle being so close, we're practically sisters ourselves," Applejack replied happily before turning around. "Until then, I should get back to seeing if anypony else requires assistance. Ta, darling!"

Rarity waved as Applejack walked away, letting out a sigh when the businessmare was once more out of sight.

Between cars, Applejack took a moment to stop and lean on the railing as she looked out at the scenery passing them by. As far as she could see in all directions, the landscape was veiled in a perpetual twilight dim that possessed neither the bright security of the day, nor the mysterious beauty of the night.

Instead, the all-consuming shadow of the eclipse above cast a menacing pall upon everything. The instincts passed down to Applejack from her primitive equine ancestors told her to fear that shadow. That predators could be lurking in every dark corner, just out of sight.

Applejack chuckled to herself as she did her best to dismiss those fears. Even if the world was ending, surely nothing would attack them on a speeding train.

Just as she thought that, though, she heard a "Nom!" an instant before a fanged mouth started nibbling on her shoulder.

With a loud, startled whinny, Applejack reflexively twisted her body around and grabbed her assailant, throwing them to the floor. She was halfway into trapping her attacker in a leg lock when she recognized her. "Ms. Fluttershy?!"

The pegasus coughed and wheezed, yet still managed to smile even with her false fangs slipped out of alignment. "Wmm abbuz... fcoof me..." She pulled the fangs from her mouth with a free hoof. "I was saying that was cool! And painful... ow, I think I fell on my wing the wrong way."

"Well I'm terribly sorry, but what were you even thinking?" Applejack replied as she offered a hoof to help Fluttershy back up. "Honestly, attacking somepony out of the blue like that."

"It was for them," the pegasus replied, pointing toward the doorway. On the other side were several fillies and colts in various costumes. All were looking up at Applejack with starry-eyed admiration. To the children, she cheerfully exclaimed, "See? Bullies and monsters like to scare you so you won't fight back. But if you know how to deal with them, even vamponies can be scared!"

She leaned over and whispered into Applejack's ear, "They were afraid vamponies might attack again, so I wanted to show them not to be scared. I didn't think you'd jump straight to the 'You bite me, I fight you' lesson, though."

Applejack blinked a few times. "Oh, um... yes. That's... okay then?"

"Yep! It's all going to be okay," Fluttershy said chipperly, more toward the young ponies than to Applejack. "So let's all just settle in, and don't you worry about a thing!"

As the fillies and colts headed back, Fluttershy started to follow them. Applejack shook her head and mused, "You are a bewildering pony, Ms. Fluttershy."

Fluttershy stopped and smiled back over her shoulder. "How's that?"

"That you can stay so positive through all this. Didn't you say that your husband was still in Canterlot?" She turned to lean against the railing again and look off into the distance. "If my beloved wasn't in Prance, far away from all of this, I would be absolutely sick with worry..."

Fluttershy moved back toward Applejack and joined her in watching the scenery pass by. "Awww, that's sweet," she said sincerely. "I'm sure Will's worried about me. I said I'd be back to help him take care of everypony who couldn't make it out."

Applejack nodded. "At least Fleur is safe. It's my family that I'm worried about." She closed her eyes and sighed. "I spent so many years away... first it was studying, then it was developing connections and growing my business. Now that I'm finally ready to see them again after all this time, it might be the end of the world as we know it. I've deferred so many chances to reconnect, and now... what if something happens to them before we get back to Ponyville?"

Fluttershy nodded as she listened, then replied, "Well, I'm not worried. Will's probably just fine. In fact, he's helping the Royal Guard beat up those vamponies right now!"

Applejack looked over and asked, "You think so? What makes you think that?"

"Nothing!" Fluttershy admitted with an odd level of pride in her voice. She looked back at Applejack and smiled. "But I don't know that he isn't alright, either. As long as there's nothing I can do about it, all being scared will do is keep me from doing anything at all. Besides, you haven't seen how much he can lift!"

Applejack chuckled at that. "So, you're just going to assume the best, even with all of this?" She waved her hoof, gesturing toward the darkened landscape.

"Yep. Right up until the moment I can't," Fluttershy replied. "And you should, too. Maybe we'll be wrong, but at least you'll be able to do something about it when you see them."

Applejack let out a 'hmm' as she took that in. Slipping into silence, both mares resumed looking out as they felt something rise up from within them.

Meanwhile back in the previous car, Pinkamena said softly to Rarity, "I thought you were going to tell her about the loan."

"And how was I supposed to do that?" Rarity asked, throwing her hooves up in exasperation. "I came looking for her, hoping I'd find a cold, greedy money mare that I could get angry at, and instead she's done nothing but care about other ponies' welfare."

"Is that a bad thing?"

"Yes! I mean no, it's... it's not bad of her." Rarity slumped down onto her haunches and rubbed her eyes. "But she thinks I came looking for her just for her sister's sake. Really, I was helpless and angry and looking for somepony to blame for it besides myself. Then we met Fancypants and he told us that she was a good mare who wanted to go home, so I thought... I thought, 'This is my chance. I can help her get to Ponyville and she'll be so grateful that she'll help me get my farm started.' I just... used Apple Bloom's pain as an excuse."

Rarity threw her hooves up in frustration with herself. "And then when we found her after all of that, I was only too happy to go straight back to being angry at the slightest provocation! I'm a horrible pony..."

As she felt Pinkamena place a comforting hoof on her shoulder, Rarity slowly lowered her hooves and raised her voice in song.

I was hurt and looking for my own satisfaction
But I found the smallness of all my petty goals

Pinkamena nodded sympathetically as she joined her voice with Rarity's. At the same time outside, Applejack felt the words flowing out of her.

And the walls kept tumbling down
In the city that we loved
Black clouds rolled up from the hills
Calling darkness from above

Suddenly, Fluttershy took Applejack's hoof and pulled her back from the railing. Locking eyes with the businessmare, Fluttershy shut her eyes and sang,

But if you close your eyes
Does it almost feel
Like nothing's changed at all?
And if you close your eyes
Does it almost feel
Like you've been here before?
Oh I'mma gonna be an optimist about this
Oh I'mma gonna be an optimist about this

Applejack tried to follow Fluttershy's advice and shut her own eyes. She did her best to picture her grandmother and siblings greeting her, but the knowledge of how upset her little sister had been still weighed heavily on her. In her mind's eye, she could only imagine the Apples turning their backs on her.

I was caught up in work and personal success
Now I don't know if I can hope for forgiveness

Meanwhile as she slowly recuperated, Lt. Sparkle sniffled. She did her best to simply curl up in her seat and rest, but every time she tried to close her eyes, she saw visions of things that make her want to vomit up the juice that she had been guzzling down. Fighting off the weakness that still promised to drag her down, she raised herself up to look back at Canterlot.

And the walls kept tumbling down
In the city that I loved
Black clouds rolled up from the hills
Calling darkness from above

Twilight didn't even notice Rarity and Pinkamena returning to find a place to sit, but she certainly noticed when Fluttershy burst in after them, waltzing down the narrow aisle with a thoroughly befuddled Applejack.

But if you close your eyes
Does it almost feel
Like nothing's changed at all?
And if you close your eyes
Does it almost feel
Like you've been here before?
Oh I'mma gonna be an optimist about this
Oh I'mma gonna be an optimist about this

The dancing ponies easily caught everypony's attention, but Fluttershy wasn't paying as much as she should have. The train's track began to curve toward Ponyville, and with her wings too tired and strained to help her balance, she ended up tripping. Both she and Applejack tumbled down the aisle as a result, catching Rarity and Pinkamena in their wake until they ended up rolling into a pile next to Lt. Sparkle.

While Fluttershy giggled to herself over the pratfall, the other four looked at each other while Twilight did what she could to help them up.

Oh where do we begin?
The rubble or our sins?
Oh where do we begin?
The rubble or our sins?

Above them, clinging to the roof of the car, the cloaked mare who had helped Fluttershy and Lt. Sparkle make their escape kept one hoof held under her cloak. She kept her head down as the wind rushing past her had long since blown her hood back, whipping the long, brightly prismatic locks of her mane around wildly.

And the walls kept tumbling down
In the city that we loved
Black clouds rolled up from the hills
Calling darkness from above

At the same time, ponies throughout the train began to join in. They held each other close and shut their eyes as they tried to hold onto happier thoughts. Without looking outside, they couldn't see the shadows. Some of them even began to smile wistfully.

But if you close your eyes
Does it almost feel
Like nothing's changed at all?
And if you close your eyes
Does it almost feel
Like you've been here before?
Oh I'mma gonna be an optimist about this
Oh I'mma gonna be an optimist about this

If you close your eyes
Does it almost feel
Like nothing's changed at all?

As the song faded, many ponies continued to sit and wait patiently. They could feel the train rolling along the track, but without looking outside, they had a temporary respite from the fear that had driven them out of Canterlot. Just for a little while, they could simply be on the train with the ponies around them until the blow of its whistle signaled that they were approaching a stop. The conductor came out to announce, "Next stop, Ponyville! Anypony who wants to get off can do so, but we'll leave immediately after they do!"

Atop the train, Rainbow Dash responded to the piercing whistle by carefully standing up. Still holding one hoof close to her chest, she muttered, "That's my cue..." With that, she hopped back and let the train continue on without her as she spread a single wing to help her glide the short distance to the ground.

When her hooves lightly touched down on the ground, she glared at the retreating train as it started to brake into the Ponyville station. "... But we're not through."

With Lady Moonshadow and Mesmer Eyes at its side, Eclipse looked out from the royal palace's balcony and took a moment to take in the view. The screams of panic had largely faded as ponies cowered in their homes, though the fighting continued between Moonshadow's thestrals and the Royal Guard.

As they waited for word of the capture of Celestia's would-be assassin, one batpony came flapping up to their level from below. "Lady Moonshadow! We found Blue Rose as you requested, but..."

Moonshadow frowned at her thrall's hesitation. "But what? Speak up, what happened to her?"

The thestral grimaced and gestured for some others to come up. "I'm... not sure." Up flapped two more thestrals, who together carried the corpse of Blue Rose. Eclipse raised an eyebrow when it heard Moonshadow gasp and saw her eyes go wide.

"Set her down! Right now," Moonshadow commanded, stepping back to give them a space to do so. They laid the lifeless body down on the balcony, and Moonshadow immediately began inspecting her. When she found the spot where the Fang had pierced her breast, she held it open to peer inside.

"What are you doing?" Eclipse asked, face twisting in disgust.

Instead of replying to the creature, Moonshadow opened her mouth wide and bit down hard on her own foreleg. As blood began to flow, she placed it against Blue Rose's mouth and began cradling the body. "Come on... come on, come back, Blue. I'm not letting you go just yet."

While she held the vampony's corpse, cooing to it in a manner that was almost motherly, Blue Rose's mouth began to move. Before everypony's eyes, skin and hair began to regenerate before filling out once again with fat and muscle. In minutes, Blue Rose had been restored to a healthy state, sobbing against Moonshadow while she suckled the blood flowing from the pegasus's foreleg.

"There there, Blue. Aren't you feeling better?" Moonshadow asked, running a hoof though the earth pony's mane before lowering it to her chest. The wound Fluttershy had left there was the only part of Blue Rose that refused to heal. Moonshadow then pulled her leg out of her underling's mouth and allowed the bite to seal itself up. "The one who attacked you, they had my knife, didn't they?"

Blue Rose wailed. She sobbed without tears. Her voice choked as she said, "P-pegasus... she... she...! She murdered them!" The vampony curled up and clutched her flat abdomen. "My babies! She murdered my babies! I felt them burn...! Nothing's left..."

Moonshadow comfortingly replied, "Oh, Blue. Did you realize that you very nearly got stabbed in the heart?" She leaned in close to softly whisper into Blue Rose's ear. "Your babies, they weren't just murdered. They moved your heart out of the way. Your babies loved you so much that they gave their lives to save you. And the pegasus who killed them? She robbed you of that love. They're gone forever because of her. All you can do is remember them and honor them, so... how would you like to do that?"

Blue Rose slowly raised her head, still sobbing. In the place of tears, blood began to dribble from your eyes as all-consuming grief was slowly replaced with something else. "I... I'm going to find her... and... and... and tear her apart!"

"That's my girl," Moonshadow replied with a fanged grin. She wiped the blood from Blue Rose's face and licked it off her hoof.

Meanwhile, Eclipse sneered. "We are wasting time, Moonshadow!" Darkness swirled around Celestia's horn as Moonshadow was yanked away. The possessed alicorn loomed over Blue Rose and pinned her down with a hoof, pressing down with a demonic strength that belied the frail appearance of its host. Eclipse leaned in close as it demanded, "Where is the pegasus? Where is the knife?! Wḩ͎̲̼̠è̳̻̺͖̺̘r͜e̼̲̘ͅ ̢̱ͅi̪͉s̶͎̩̯̞͍̳ ̭̩͖̣͢C̵͚̩̥̱e͘l̺͍͎͖̳̟̗͘e̤̜͙͇s̞t͈̮̤̗͉̦í̞a̦̬?̠!̘̱̘͡"

While Eclipse raged, another group of thestrals flew toward them. "Lady Moonshadow! We tracked the ones who were singing. A yellow pegasus with a pink mane, and a purple unicorn."

Everypony's ears pricked up at that, and Eclipse relaxed its hold on Blue Rose. This gave the vampony just enough leverage to summon up unholy strength, freeing herself and launching herself at the reporting thestral. Eyes burning with hatred, she bared her fangs as she snarled, "The murderer! Tell me she's still alive! Tell me!! I want to kill her myself!"

"She's alive! They're both alive," the vampony exclaimed. Blue Rose's mad fury struck fear into even his own shriveled, undead heart. Almost as much as what else he had to report. "They... made it onto a train before we could stop them."

"W͉͎̰̠̠̆̒̏̊̽̒Ḣ̯̂ͨͤ̊͂ͫ͠Ä̷̹͙̖́ͬ͂̂T̩̼̮͓̝̺ͬ̓ͅ?͉̙͉͇̹͍̅!̧͕̱͚ͪ̑ͥ̅ͪ "

Moonshadow grimaced and pointed toward the thestral. "Explain! How did they get away from you?"

"We had them! I swear to you, Lady Moonshadow! We had them completely surrounded, but then a third one showed up! A light blue mare in a cloak. She used... smoke bombs or a mist spell or something! Illusions! Distracted and confused us long enough to escape with the other two."

Upon hearing this, Eclipse froze in place. Princess Celestia's stolen body stiffened like a statue, not so much as blinking or breathing.

"My elder sister was a mare of incredible power and insight," she said to her apprentice as she poured them each a cup of tea. "To this day, Equestria owes its prosperity to her and those who have carried on her legacy. A legacy that you now know includes you."

Holding the cups in her aura, she levitated one out toward her student. Trixie still had a stunned look on her face that had yet to fade. She took the cup into her own aura, though her hold on it was shaking noticeably as she brought it to her lips.

Celestia took a moment to enjoy a sip of her own before she continued. "It was Sapphire who designed Luna's resting place and built it with her own magic centuries before Eclipse took her from us. For a long time, I believed it to be a sick joke. I cursed her for not telling me what would befall us, and then asking me to place Luna in that prison of all places, but now..."

Trixie swallowed her tea, momentarily forgetting decorum as her trembling grasp on the cup made some of it dribble down her muzzle. "N-now...?"

Celestia sighed softly. "I'm getting old, Trixie. I have been for so long now. Every year, my bones ache a little more. My magic grows that much weaker. I've been putting it off for as long as I can, but after all these centuries, I feel my time is short."

Trixie immediately said, "Princess, no! Don't talk like--"

Celestia held up a hoof, stopping her from interrupting. "I will not be able to serve Equestria much longer, but the nation will still need a ruler. Sapphire was rather married to her secrets, but I now believe that she would never have allowed what happened to our beloved sister to occur if it served no purpose. I think that she just wanted Luna to rest safely and securely in our childhood home until the time came for her to wake. That is why, if anything should happen to me before she returns, it will be up to you to go..."

"... Into the Everfree Forest!" Eclipse suddenly exclaimed, surprising the vamponies around it.

"What are you talking about?" Mesmer Eyes asked. To one of the thestrals next to him, he murmured, "Please tell me she hasn't caught Rose's insanity."

Celestia's nostrils flared as Eclipse glared at the unicorn, but swiftly turned its focus toward Moonshadow. "I now know where they are going. Where is the train station closest to the Everfree Forest?!"

Moonshadow cocked her head curiously as she replied, "Hmm, some farming town that sprung up while we were keeping a low profile. What did that hiker call it, again? Something horribly boring."

"Ponyville," Mesmer replied with a roll of his eyes. "As far as I could decipher through all the screaming."

Moonshadow sniffed. "Well excuse me for being excited over having a fresh meal for a change. Yes, Ponyville."

"I see... yes. Then prepare a sky chariot immediately," Eclipse ordered. "I will take Celestia back, so our first destination will be this Ponyville."

At the same time, Fluttershy was once again sitting next to Lt. Sparkle and leaned against the unicorn as the train slowed into the station. Slowly, Twilight turned her head and whispered quietly, "Fluttershy... now that we're safe... I need you to give me the knife back while everyone's distracted..."

Fluttershy blinked several times before she whispered back, "The... the knife...?"

"Moonshadow's Fang," Twilight replied with slight irritation. "I slipped it to you when I thought I was done for, remember?"

Fluttershy's eyes went as wide as dinner plates upon this reminder. "Right, um... well... when we were getting on the train, I had to... erm... flap my wings and... must have... dropped it...?"

She gulped and looked toward Twilight. She let out a squeak as she grinned, hoping the mare would forgive her. Instead, she found that Twilight's entire body was trembling with what she assumed was anger. But then, right in front of her, the unicorn's eyes rolled back in her head and her entire body drained of color into an ashen pallor before she collapsed again.

"Oh no! Lieutenant! Lieutenant! LIEUTENAAAAAAAAAANT!!!"

At the edge of the Everfree Forest, Rainbow Dash walked with a three-legged gait until she saw Angel waiting for her atop a fallen log. He hopped over to her and chittered at her, pantomiming flapping wings and a horn on his head.

Rainbow shook her head sadly. "No, Angel, the princess can't help us. The guys behind this--" She pointed up at the sky. "--showed up and got her first. We'll have to handle things ourselves, worst comes to worst."

Angel gasped at that, pointing at himself, then Rainbow, then throwing his front paws up with an expression that screamed, 'Seriously?!'

Rainbow nodded solemnly. "If we're gonna help Teach, we get no rest. We've got to do everything we can to defend the forest." She pulled her hidden hoof out from under her cloak to reveal Moonshadow's Fang. Looking at it glint, even in the dim light of the eclipsed sun, she recalled the moment she had seen it fall out from under Fluttershy's wing. She had been so stunned that even with her impressively quick reflexes, she'd almost failed to catch it.

She narrowed her eyes with determination as she looked to Angel. "There's an assassin in Ponyville who needs to get her just desserts. And I swear, when I get the chance, I'll make sure it hurts."

Author's Note

Every so often, there's a scene or story element that doesn't fully come together until I realize I'd already laid the groundwork for it. For this chapter, it was Rainbow Dash getting her hooves on Moonshadow's Fang. I hadn't even considered the possibility until I was finishing the last chapter, but then I realized that Twilight had slipped Fluttershy the Fang as part of her attempted self-sacrifice, and that I had made it so that Fluttershy had to open her wings to give them that little extra push. Then, with the idea that Rainbow would see the knife, it made the idea that she would end up with it fit so perfectly I had to use it.

As for how she knows about the Fang's signficance, you can probably make an educated guess, but I'll go into it next time. Hope you enjoyed, and please leave a comment.

[Note: 7/23/17] Edited some of Rarity's lines to better reflect where she was in Part 5.

Interlude - Recap

Once upon a time, a shadowy demon named Eclipse possessed Princess Luna. Princess Celestia attempted to use the Elements of Harmony to free her sister from its grip, but she was tricked by Eclipse's appeals to her protective nature and her heart faltered. As a result, the Elements were rendered inert and Eclipse escaped. After a long struggle, Eclipse was cornered and imprisoned in the moon's shadow, but Princess Luna remained trapped in an eternal slumber.

One thousand years later, and Equestria is preparing to celebrate Waking Night, a holiday honoring their sleeping princess of the night. In Canterlot and the nearby town of Ponyville, six very different ponies each have their own plans for the holiday.

Lt. Twilight Sparkle of the Royal Guard, attempting to avoid an awkward social gathering, goes to ask her brother Shining Armor to be allowed to work during the holiday. Once there, she finds her Shining in a heated argument with her best friend, Celestia's personal student Trixie Lulamoon. Trixie tries to assure her that it was nothing and that Twlight should simply spend Waking Night celebrating. Later, while considering it, she spots a cloaked figure sneaking about.

Self-help guru Fluttershy, alongside her husband, the minotaur Iron Will, have converted the royal hedge maze into an epic haunted labyrinth. While going about her business, she sees Lt. Sparkle standing at the edge of a cliff. Mistaking her observation of the cloaked figure down below for an intent to commit suicide, she tackles Lt. Sparkle. Things go a bit awry, and they end up tumbling into the maze instead. Inside, they witness a meeting between two cloaked ponies, and an exchange that leads to one of them giving Moonshadow's Fang--a magical dagger created to kill Celestia--to the other. Twilight ends up recognizing the one receiving the dagger as her friend Trixie, so she tells Fluttershy not to say anything while she investigates on her own.

Applejack, a rising star in the financial sector, finally has the chance to see her family after spending years away building her business. When she finds out that her assistant booked her to accompany a member of the royal family to the biggest party of the night, however, she feels trapped by the inability to refuse somepony so influential. She is forced to inform her family back in Ponyville that she won't be able to make it for the holiday.

Rarity, a young unicorn with dreams of running her own rock farm, finds herself denied a loan which would grant her a start. Anguished and frustrated, when she hears that Applejack, the owner of the bank, is going to be attending a soiree at the capital instead of visiting her family as she had promised, Rarity made it her mission to go to Canterlot and give Applejack a piece of her mind.

Pinkamena, a barrista and part-time poet at the Bean There, Done That coffee house, attempts to share her latest work with the patrons. Instead of the poem she had written, however, Pinkamena finds herself being pulled into a trance state in which she had a vision of a world frozen in time. The only moving inhabitant of this stasis is a strange creature wreathed in shadow which tells her to 'find the princess before what might be becomes what is'. The next day, she and Rarity get on the same train to Canterlot.

Rainbow Dash, apprentice to the zebra shaman Zecora, and an infamous prankster with a bad reputation in Ponyville, plots to plant a Poison Joke pumpkin bomb in the headquarters of Luna's Rangers. When her teacher finds out, she is chastised and instructed to meditate. During meditation, Zecora suffers a seizure at the same time that Pinkamena has her 'episode', leaving the shaman in a comatose state.

While all of this is going on, the vampony pegasus known as Lady Moonshadow, alongside her companions Blue Rose and Mesmer Eyes, plots against Equestria. Her scheme is to manipulate a partially-vampirized and brainwashed Sunset Shimmer, former student of Celestia, to fulfill the conditions required to bring Eclipse back.

As the evening of Waking Night approaches, Twilight tracks Trixie down to an abandoned theater. She confronts her friend, who doesn't deny that she intends to use the dagger, but insists that it is her destiny. The two face off, ready to fight.

Soon afterward, a pony dressed as the pop-culture heroine Mare-Do-Well races through the streets of Canterlot toward the palace. As Moonshadow's plan is set into motion, Sunset's spell takes control of the moon and forces it to move in front of the sun, casting its shadow over all Equestria. Mare-Do-Well fights her way through Celestia's bodyguard detail and plunges Moonshadow's Fang right into her heart, then escapes.

Moonshadow's army of vamponies attack Canterlot as the sun's rays are blocked by the moon. Taking advantage of the panic, they strike to the very heart of the capital while Eclipse itself descends. In accordance to their deal, Eclipse attempts to possess the mortally wounded Celestia. While it succeeds in taking her body, though, Eclipse flies into a rage upon discovering that Celestia herself, her soul and magic, are completely absent.

Panic spreads throughout Canterlot. Pinkamena and Rarity, who had wandered around the city in search of Applejack, find her at the train station while they are trying to escape. There, they find her attempting to bribe one of the conductors, but instead of doing so in order to save herself, she was instead ensuring that the trains not leave until they were full to capacity.

Meanwhile, as Moonshadow's vampony forces swarm the capital, Fluttershy tries to hide some foals inside the maze, only to find herself stalked by Blue Rose, who attacks with vampiric plants growing out of her own body. Iron Will and a grief-stricken Twilight Sparkle show up to fight the vampony off, but they are no match for Blue Rose's vines. In the middle of the fight, Moonshadow's Fang falls out of Twilight's possession, and Fluttershy instinctively uses it to attack Blue Rose. Upon piercing the vampony's chest, it releases a surge of solar magic that puts an end to her threat. In the aftermath, Twilight is sorely drained of blood and Iron Will has a broken leg. Twilight insists that she needs to get out of the city, and Fluttershy offers to fly her to the train station. Iron Will, unable to go with them, privately asks Twilight to ensure that Fluttershy gets away as well.

Together, Twilight and Fluttershy make their way through the chaos toward the station. Meanwhile, Blue Rose's corpse is presented to Moonshadow. As the solar energy just barely missed her heart, Moonshadow uses her own blood to resurrect Blue Rose and find out what happened. Realizing that Celestia's essence must be in the Fang, Eclipse orders Moonshadow to retrieve it.

A squad of vamponies spot Lt. Sparkle and Fluttershy, and very nearly capture them. However, they are saved at the last moment by Rainbow Dash, who had been in Canterlot for her own purposes. Rainbow Dash helps them get onto the last train just as it is leaving the station, and together they flee toward Ponyville. In the middle of the escape, though, Rainbow sees Fluttershy drop Moonshadow's Fang and picks it up herself, then hides from the others as she vows to make Fluttershy suffer.

Part 13 - Ponyville at Last

Author's Note

It lives! This is not a false alarm, I am actually back to writing this story after a too-long hiatus, along with a few other pieces in the works to hopefully make up for the long absence. For those of you who've been following my stories, thank you so much for your patience. If you're a newcomer, I'll try to make the rest of it worth your time.

Part 13 - Ponyville at Last

It's one thing to face monsters in the field. They get comfortable in their favored hunting grounds, and that makes them predictable. The really dangerous monsters, the ones that terrify me the most, are the ones that will follow you home.
-- Lute Drops, monster hunter

Waking Night
by Crowmagnon

It should be noted that while the city of Canterlot was most directly impacted by the machinations of Eclipse and Lady Moonshadow, the shadow blanketed Equestria and lands beyond, to the farthest edges of Harmonia where the Sea of Chaos lapped at the shores of reality. Even those among the sapient races who had never heard of Eclipse felt an ominous dread as they found their world cloaked in a persisting umbral darkness.

For all that the darkness was a universal experience, though, the terror felt by the ponies of Equestria was all the more visceral for its specificity. A millennium of cultural memory gave a name and a presence to the entity. At the very moment that Eclipse, wearing the flesh of Equestria's ruler, stepped into a sky chariot attached to bat-winged vamponies, its presence was felt throughout the land.

Eclipse lurked in darkened alleys from Manehattan to Baltimare. It stalked the strip of Las Pegasus, hunting for souls to steal. Ponies huddled together and watched suspiciously over friends and family out of the fear that to look away for even a moment would mean allowing them to be lost, hollowed out into a vessel for the demon.

Every corner of Equestria touched by the shadow was the domain of Eclipse. All across the land, Celestia's ponies waited and prayed for their princess to restore the sun and moon to their rightful places in the heavens.

As the minutes turned into hours, and as hours began to lose meaning, they continued to wait.

They continued to pray.

Despite this, the shadow continued to cast a veil over all.

In Ponyville, Mayor Ivory Scroll stepped once more onto the podium to address the ponies gathered in town square and wiped her brow, causing flopsweat and greasepaint from her clown costume to smear onto her fetlock.

"Ahem... Fillies and gentlecolts! If I can please have your attention... If I... If I can please..." She stammered nervously, trailing off as the fearful murmurs of the townsfolk drowned out her voice. Pulling out a megaphone from behind the podium, she exclaimed loudly, "MY LITTLE PONIES!"

When this jolted everypony present into paying attention, the mayor continued speaking through the megaphone, but at a more tolerable volume. "Everypony, I was just speaking with Sgt. Striker. She wants to assure all of you that there is no imminent danger, and that our local Luna's Rangers are dutifully monitoring the situation!"

Despite her best efforts to present a calming voice to the rising tensions, though, a voice from the crowd cried out, "How are they supposed to keep us safe if Eclipse is back?! There's only four of them!"

"And only two of them can fly! They can't keep an eye on the whole town," another added, giving rise to a fresh wave of unease from the crowd.

"Hold on, hold on!" The mayor called for calm, banging her hoof on the podium while the muttering persisted.

On the fringes of the crowd, Carrot Top pulled the cape of her costume around herself for security. She had chosen her outfit a few days ago to feel bold and wicked, if only in a playful manner for one night. Devil horns poked out of her mane, but they and the toy pitchfork she had accessorized herself with for the Waking Night festivities felt increasingly inadequate the longer the eclipse persisted.

"Carrot Top! Carrot Top!"

The mare's ears perked up, hearing her name. She turned her head to see a small, squeaky-voiced robot running toward her. Just behind her were a small herd of other foals being watched over by Granny Smith. Sweetie Belle latched onto Carrot Top's leg and clung to her while the elderly mare tried to keep up.

"Evening, Granny," Carrot Top said in greeting. "How are you holding up?"

"Ah shoulda been in bed five hours ago," the Apple family matriarch complained before glancing up at the sky. "... Ah think. Hard ta tell."

Carrot Top nodded sympathetically and asked, "Couldn't Big Mac watch over them?"

"Woulda, but that big galoot's managin' the stall," Granny replied, pointing off toward one of many booths lined up to sell farm-grown treats and snacks, as well as offering a tub for apple-bobbing. Despite the omnipresent sense of dread filling the town and causing most of those booths to be unattended, a herd of mares surrounded the big red stallion. Just for the night, it seemed that Big Mac had shed his trademark stetson hat and yoke in favor of a wooden greatsword and barbarian attire.

"Even in times likes this, mah grandson's drawin' in customers. Real head fer business, jus' lahk his sister," Granny Smith mused with pride. Carrot Top almost didn't hear her, though, her attention drawn to rippling muscles on display. As if following the call of a siren, she found herself starting to move toward the herd only to snap out of it when she felt a squeezing pressure on her leg.

"Oh, right! Hey, Sweetie, what's the matter?" she asked, pulling the little unicorn in close.

Sweetie Belle looked up with big wide eyes in response. "It's Rarity! She isn't back yet, and I'm scared. What if something happened to her?"

Carrot Top swallowed and glanced toward Canterlot. "I'm... I'm sure she's fine," she lied. "It... probably just took longer than she thought to find Applejack, but they're on their way here!"

"She shouldn'ta bothered," a grumpy little voice muttered. Carrot Top looked down to see Apple Bloom cloaked in a tattered black shroud, her face painted pale with a farming sickle strapped across her back. "She's prob'ly jus' tryin' ta get inta that mare's fancy party. Big sisters let ya down that way."

"Wow... I know you're bummed, Apple Bloom, but just... wow," Scootaloo said, walking up. In stark contrast to her usual look, the little tomcolt pegasus was wearing a frilly pink dress with a conical hat, making her look like a fairy tale noblemare. "Rarity went after your sister for your sake, remember?"

Apple Bloom turned her head down to the ground, casting her face in shadow beneath the hood. "Rarity didn't leave fer any of us. If'n she cared, she'd've stayed..."

An awkward silence fell over the group as Granny Smith looked to Carrot Top, who was uncomfortably trying to soothe Sweetie Belle. "Well... uh... I think..." she started to say, only to feel another pony bump into her.

Vinyl Scratch quickly apologized, "Woah, sorry about that! This place is like a mosh pit without the fun." Going without her signature shades for the night, Vinyl's natural red eyes complimented the black cape and vampony fangs she was wearing for her Waking Night costume. "Can't find anypony around here. Don't suppose any of you have seen Pinkie around?"

When she was met with blank stares of confusion, Vinyl elaborated, "Y'know, Pinkie? Pink slip? The Pinkster? From the coffee shop?"

"Oh! Ah... no, not since yesterday," Carrot Top replied, struggling for a moment to imagine the dour mare going by any of those nicknames before frowning. "I haven't exactly been looking. Not after how rude she was to my friend yesterday."

Vinyl blinked. "Rude? Pinkie? Dude, that doesn't sound like her. Then again, she was acting kinda weird last night..."

"Well, she was." Carrot Top's frown softened as she glanced around at the crowd. "Still... I hope you find her. Everything's so... oh, hold on, I think the mayor's got something," she said, noticing an armored earth pony passing a scroll to the beleaguered mare.

Unfurling the scroll, the mayor quickly looked it over and gulped nervously. Banging her hoof on the podium a few times, she exclaimed, "My little ponies, I've just gotten a report from our rangers. There are no signs of immediate danger to Ponyville. I repeat, there are no signs of immediate danger to Ponyville."

"Why did you specifically say 'immediate?!'" One of the ponies in the crowd cried out.

Another one, a pegasus, hovered above the crowd and exclaimed, "Yeah! Before the sun got blocked, there was this big black cloud that came out of the Everfree Forest! How's that not dangerous?!"

Scootaloo blinked in surprise. "What?"

Another pegasus dressed as a sphinx cried out, "Yeah, I saw that cloud! It was moving really fast toward Canterlot right before all this happened! You know what that means, right?"

Scootaloo furrowed her little brow and muttered to herself, "Rainbow Dash...!"

"I'm sorry I'm sorry I'm sorry I'm sorry I'm sorry," Fluttershy frantically repeated as she fluttered behind Rarity and Pinkamena. Between the poet and the rock farmer, they carefully carried Lt. Sparkle off the train and onto the station's platform.

Once off the train, Fluttershy continued to frantically apologize until Applejack reared up and gently pulled the costumed pegasus down. "Fluttershy? It's not--" The train's whistle blew, drowning her voice out, so she waited patiently as it began chugging down the tracks. Once it had gotten some distance, she continued, "It's not your fault. She just passed out. She just needs a little time to recover, I'm sure."

"Hey! What's going on down here?"

Everypony looked up to see an armored pegasus hovering above on burnt-orange wings. In contrast to the polished, typically golden armor of the Royal Guard, the steel worn by the mare was dull and tarnished, making it difficult to make out the emblem of moon and stars embossed on her breastplate.

"Sunburn! Thank goodness, we could use a ranger," Rarity exclaimed in recognition. "This pony needs a doctor! Can you help us out here?"

The armored mare flapped down to land on the platform next to the others. "I dunno, Sarge has me flying all over the perimeter ever since... wh-whoah?!" She stopped herself, eyes going wide as her focus went to the unconscious unicorn and the starry cape wrapped around her neck and shoulders. "Is... is that...?"

"Yeah, vampony bites! Well, flower bites, but they were attached to a vampony, so technically..." Fluttershy explained. Sunburn looked up at her and blinked a few times before noticing Applejack.

Taking the ranger's silent stare as a request for explanation, Applejack said, "Well, I wasn't there for the evil flowers, but she has been very anemic since we escaped Canterlot, so can you help us get her to the hospital?"

"Uh... yeah, sure. Yeah! Here, give her over. If she's not badly hurt, I can get her some help that'll be closer than the hospital," Sunburn replied, flapping her wings to hover over Lt. Sparkle and scoop her up. "As for the rest of you, I'm supposed to tell anypony wandering around to head to town square. That's where Sarge and the mayor are, so they should be able to tell you what to do until the sky turns back to normal!" With that, she gripped the unconscious guardsmare tightly and flapped away so quickly that it took a moment for the other ponies to realize that she was no longer visible as anything but an orange streak arcing off out of sight.

"Woah... she's fast," Fluttershy exclaimed.

"Best flyer in Ponyville," Pinkamena replied before saying to the two non-residents, "so I should probably let my employers know I'm alright, but I can help you find your way to town square first."

Applejack gave the poet a warm smile and replied, "It's alright, darling. It's been quite a while, but I think I still know the way. Besides, I imagine I'll be sticking close to miss Rarity for now."

Rarity, who had already begun to shuffle quietly away from the other ponies, stopped at the mention of her name and looked back. "You will...?"

"Of course!" Applejack trotted over and put a foreleg across Rarity's shoulders. "You're going to want to find dear little Sweetie Belle and let her know you've made it back, aren't you? She and Apple Bloom are thick as thieves, so surely wherever we find one, we'll find the other."

"Ah, right! Right, that makes sense," Rarity replied. "I suppose we can look for them together. If they aren't in the square, we can try my parents' house or Sweet Apple Acres."

"Alright," Fluttershy interjected, joining in the semi-hug from the other side. "Let's go hunt down some fillies!"

Rarity and Applejack shared a glance. "Actually..." Rarity said as she gently peeled the pegasus off of her, "I'm sorry... Fluttershy, is it? This is something of a personal family matter. There's really no need for you to involve yourself... You understand, right?"

Fluttershy blinked, then let out a chagrined laugh. "Oh, right, my bad! Heehee, sorry, Will's always the one reminding me I don't have to stick my nose into everypony else's business, so I get carried away sometimes. You two have good luck finding your sisters!" With that, she gave each of them a quick hug and skipped off into town.

As she passed by Pinkamena the poet watched her go, then started jogging after her.

Meanwhile, at the center of a library carved into the trunk of a living tree, a bespectacled unicorn fretted over the pile of books stacked in front of her. Golden eyes skimmed across the pages, hunting for certain words as she rapidly flipped through the pages.

"Come on, come on, I know it was in one of these," she muttered to herself, only to reach the end. With a defeated sigh, she shut the book and levitated it to a stack behind her before looking back to the much larger pile still to be searched. She then lifted one from the top of the stack and opened it up.

Just as she took hold of the first page with her magic, the front door of the library suddenly flew open so hard that it banged against the wall. She flinched, then winced when she heard a tearing sound. The unicorn groaned at the sight of the ripped page hovering over its tome, then looked around the stacks to see who was coming in.

"Hey, DD! We've got a situation here," Sunburn exclaimed from the doorway.

"Oh? I hadn't noticed," the librarian replied testily, gesturing toward the books with her hoof while Sunburn came inside. "I'm just frantically doing research all by myself for fun! So can you please not barge in like there's a giant monster on your tail?"

After getting that out, the unicorn took a deep breath to calm herself. "Sorry. Sorry, I shouldn't have snapped at you like that. I'm just... wait, there isn't actually a giant monster, is there?"

"Not yet, but the not-night's still young," Sunburn replied dryly before she turned around and started dragging an unconscious Twilight into the tree, shutting the door behind her.

Applejack looked around as she walked alongside Rarity. Despite her earlier certainty that she could navigate the town, Rarity had needed to guide her back onto the right path several times.

"My word, how long has this been here?" Applejack asked, marveling at the sight of a building that, even without Waking Night decorations, looked like it was made of gingerbread and confections.

"Sugarcube Corner? About seven years now," Rarity replied. "How long has it been since you've been here, again?"

Applejack shook her head slowly as she started walking again. "... Longer. I suppose I shouldn't be surprised things have changed, but... goodness, did the sofa store move to a smaller building?"

"No, I don't think so. Actually, they expanded their showroom and added a section for quill pens."

"Quills... and sofas?" Applejack asked, to which Rarity simply shrugged. "Huh. I guess... I'm simply bigger than I was then," she mused, her voice thick with regret.

Rarity awkwardly cleared her throat and pointed down the street toward the Apple Orchard building. "What about when you opened your branch here? Weren't you supposed to be here for that?"

Applejack and Rarity kept walking so the former could look up at the edifice as they passed. "I was supposed to be, yes. It was going to be my big homecoming visit. I had the train tickets in my hooves, but then there was that banking panic in Manehattan. Apple Orchard was still barely starting out, so I had to spend months putting out fires, assuring our investors and customers that we weren't hemmorhaging bits like some of our peers were."

The businessmare let out a sigh. "After that, it was apparent how precarious our position was. I devoted everything I had to ensuring that Apple Orchard wouldn't be vulnerable like that again. Before I knew it, months had turned into years of telling myself that it would just have to wait a little longer until the company was on solid ground, until it finally seemed like things were stable enough to take a holiday. And now here we are..."

Rarity walked along and listened to Applejack as the businessmare vented her feelings. Under her breath, she muttered, "Come on, Rarity. It's not a good time, but just say something..."

"I'm sorry, darling, I didn't catch that. Were you saying something?"

"Ah! Oh, nothing... I just... think I heard the mayor, so we're almost there! Come on."

"You know, if it wasn't for the vamponies and possibly being the end of Equestria as we know it, this would be pretty neat," Fluttershy observed as she fluttered low to the ground, turning around to slowly fly backwards while facing Pinkamena. "Don't you think so? I mean, there's not a cloud in the sky, but everything's got this mood lighting like Celestia put a lampshade on the sun."

Pinkamena cocked her head slightly as she walked down the street. "That's an odd way to look at it," she replied.

Fluttershy beamed. "Well, as my husband and I like to say, 'When the world gets you down, turn it around!'" With that, she did a little half-flip in the air so that she was hovering upside-down. "If all we can do is wait for somepony to fix everything, then at least we can be positive about it until then!"

Pinkamena let out a small "Hmm" as she considered that. "Sounds kind of like something my granny Pie used to say. Whenever I got scared about something, she'd tell me to 'giggle at the ghosties.'"

"Really?" Fluttershy asked, righting herself as she tapped her chin. "Oooh, that's catchy. Heehee, be careful or somepony might steal that!"

Pinkamena replied, "Go ahead, she won't mind," before adding dourly, "besides, it only works when the thing you're afraid of isn't real."

"Not if you meet a comedian ghost who wants to put on one last show before moving on," Fluttershy countered.

Pinkamena blinked a few times as she stared at the cheerful pegasus. "I never thought of that."

"Heehee! See? If you look at it a different way, even bad things can lead to something good! Just smile and be confident, and you'll find your way!" She fluttered down in front of the poet and gave her a big, toothy grin.

Moments passed with the two ponies staring at each other. Fluttershy started to gesture toward her own face to encourage Pinkamena to mimic it, but all she got from the earth pony were a few facial twitches that otherwise failed to alter her neutral expression. Eventually, the attempt started looking like it was physically hurting Pinkamena's face, and she lowered her eyes.

"I'm sorry," she said quietly. "I can't."

A confused Fluttershy asked, "Really?" Pinkamena sullenly nodded and started to turn her head away, only for Fluttershy to suddenly reach down and try to raise the ends of her mouth with the tips of her hooves.

When the resulting look on Pinkamena's face failed to approach anything resembling joy, instead making her look more like some sort of demented mime, Fluttershy let go so that Pinkamena's face could snap back into its natural state of apathetic blankness.

"Huh," Fluttershy said before rallying with the suggestion, "Well if you can't smile, what about a laugh? In case you want to giggle with the ghosties?"

"I'd, ah... I'd better not," Pinkamena replied, lowering her head to hide her eyes behind her bangs.

"Really? Why not?" Fluttershy asked out of concern.

Pinkamena looked away and muttered, "the last time I tried to laugh... several foals ran away sobbing..."

"Awww, I'm sure that wasn't because of you," Fluttershy said reassuringly.

"One of them said it sounded like the very concept of hope dying a slow, agonizing death. She was four years old."

There was a beat of awkward silence before Fluttershy waved it off. "Pfffft! Oh, foals say all sorts of silly things. They used to have a rhyme about me not being able to fly," she said before getting whacked by a sign hanging over the door of one of the local businesses. As she rubbed her head, she giggled awkwardly, "Ow! Hehe, see? Flew right into it!"

"Oh my gosh, are you alright?" Pinkamena asked, her usual monotone voice betraying a note of concern.

"Oh sure, I'm tougher than I look," Fluttershy assured her, taking a moment to look at the sign she'd smacked into. "Ohh, 'Bean there, Done That?' That's clever!"

Pinkamena nodded graciously. "Thanks. I helped the owners come up with it. Do you... do you mind if we stop in here for a moment?"

"Only if you don't mind me getting a latte," the pegasus replied as she fluttered back down to the ground and walked in behind Pinkamena.

"Do you see them yet?"

"Not yet. There are just too many ponies!"

"Well, keep looking... just... just please hurry," Applejack replied, sweat trickling down her brow as she did her best to keep standing straight. At the same time, Rarity was having a difficult time keeping balanced atop Applejack's back as she scanned the crowds packing the square for anypony she recognized. Eventually, she leaned too far and her hoof slipped. With a short yelp, she tumbled over and knocked Applejack down with her.

Rubbing her head, Rarity groaned softly. "Maybe we shouldn't have been so quick to ask that Fluttershy mare for some space."

Applejack stood and helped Rarity up to her hooves, then started brushing off her suit. "It's alright, darling, we just need to keep looking. Perhaps we should simply ask for some assistance." She looked up, scanning the nearby skies for a pegasus she could wave down to help them. As she did so, the orange mare did a double-take.

Rarity was looking elsewhere, musing, "Hmm, if we look for a crowd of mares we'll probably find Big Ma-ack!" Rarity choked and coughed for a second when she suddenly felt Applejack's foreleg grab her around her shoulder and neck, yanking her around to look at where Applejack was pointing a trembling hoof. After quickly shooting Applejack a sharp look, Rarity's eyes caught sight of what the businessmare was trying to point out to her.

The unicorn, incapable of expressing herself in any other way, let out a cry of shock that swiftly spread through the entire square once the rest of the ponies present looked toward Canterlot.

"EEEEEEEEEEEEEEEEEEEEEEEEE!!!"

Pinkamena's ears flattened against her head as Fluttershy's shrieks echoed throughout the coffee shop. The building seemed empty but for the presence of Gummy staring blankly at the door while Fluttershy excitedly hopped up and down. "Oh my gosh, he's so cute! What's his name? What does he eat? Is he a baby or just small? Is he a he or a she? Is it okay for me to pet him? Oh my gosh I'm going to pet him!"

The pegasus leaned in close and slowly extended her hoof toward the little alligator, who merely blinked slowly.

Pinkamena, taken aback by the rapid-fire questions, replied, "Um... Gummy, canned food, small, he's a boy, and it's okay though I should warn you, he bites."

"Huh?" Fluttershy looked back to the poet at that last one, and in the instant that she took her eyes off of Gummy, she suddenly felt his jaws clamp down on her leg.

"I-it's harmless, though," Pinkamena quickly tried to explain, reflexively flinching as she waited for the panicked screaming to start.

Instead, the sound of Fluttershy's musical giggling filled the shop. Pinkamena screwed up the courage to look and found the pegasus rolling with laughter as Gummy snapped and nommed at her with his toothless maw.

"Hahaha, th-that tickles! Heehee, you're a hahaha ferocious l-little monster, aren't haha you! Eek! N-n-not the heehehee w-wings!"

Pinkamena just stared for a moment before closing her mouth again. The pegasus was clearly having fun playing with Gummy, who seemed livelier than ever. The sight made the corner of her mouth twitch, but anything that might have grown into a smile died before it could truly begin. Instead, she headed back behind the coffee house's counter and started brewing a couple of pots.

"Get out of there!"

Pinkamena jumped in surprise and quickly looked over her shoulder. Fluttershy had picked up Gummy and was now engaged in a staring contest with him. There was nopony else in the room, but Pinkamena knew that she had heard a voice. Male, but not Mr. Joe's gruff tone. The voice of a stranger who felt so familiar.

The shadow, Pinkamena thought, her body shuddering. The shadow from my episode...

She turned back to the coffee pots, only for the chill she felt to freeze her solid. Where there should have been two pots of rich black coffee, the pots were filling with blood.

Pinkamena reacted instinctively on her revulsion at the sight, shutting off the machines and tossing the pots into the sink to let their contents drain away. Then a blink of her eyes, and it was dark brown coffee once more, now swirling down the drain. She forced herself to breathe, too upset by what she had seen to lament the wasted beverage.

But as she looked down into the sink, the last remnants of coffee settled into the shape of a dark, indistinct face. One that opened its eyes and looked back up at her.

"Get out of there," it said in a distant whisper from a silent, still world. "You can not be there when they come! You have to find her! Find the hidden princess! She is the only one who can stop this! Go! Go!! THEY'RE COMING!!!"

The face in the sink screamed with such force, the words struck her like a physical blow. Pinkamena reared up on her hind legs and lost her balance, tumbling onto her back. She felt the back of her head bump against the floor when she landed, and everything went fuzzy for a moment.

"-st needs a little rest. As much blood as she lost, it's a small miracle she made it this far."

"She's tough. You feel her body when you were healing her? Nothing but lean muscle. She's no librarian, that's for sure."

Twilight slowly opened her eyes. It felt like there was an entire desert in her throat and a team of diamond dogs digging their way out of her skull, but she was awake while two vague blurs talked out of the edge of her vision. She licked her lips, her tongue rasping across them like sandpaper as she slowly turned her head. Greyish-pink and orange blobs of color slowly came into focus.

She still couldn't see very clearly, but a pair of spectacle lenses flashed on the greyish-pink one's face.

"Woah, woah, I'm just saying she's seriously trained. You're fit... ish," the orange one backpedaled after an awkward silence fell between them. Twilight squinted to make the image more clear, and her vision soon focused on the two speaking mares and their surroundings. A unicorn and a pegasus.

The room Twilight found herself in was spacious. She was laid out across one of several bench seats scattered around a room that was lined from floor to ceiling with bookshelves on every available wall. And there just a short distance away, the two unfamiliar mares were conversing over a table stacked high with books.

Confused and disoriented, Twilight furrowed her brow. She tried to speak, but little came out except for a dry wheeze.

"Anyway, until she wakes up, just keep looking. There's got to be something in one of these books that'll tell us what to do," the bespectacled unicorn said.

"Sure DD, but I can't stay much longer. If Sarge finds out I'm not on patrol..." The pegasus trailed off, and Twilight noticed the tarnished steel breastplate guarding her torso.

While they talked, Twilight rolled her body toward the edge of the bench so that she could get a couple of her hooves to reach the floor. The room was still spinning a little, but she felt confident that her legs would support her, so she gradually moved off of the seat. However, when she heard the pegasus say, "Still, can you believe it? This Eclipse thing is real, and as soon it shows up, Twilight freaking Sparkle rolls into town," she jerked her head up quickly enough to throw off her balance, and she found herself tumbling to the floor hard enough to draw the other ponies' attention.

"Oh my gosh, she's awake!" The unicorn hurried over and did her best to help Twilight up. "Careful there, you probably shouldn't be walking around yet."

Twilight rolled her tongue around the dryness of her mouth, scraping up just enough moisture to swallow before she tried to talk again. "Who are you...? Where am I...?" she managed to croak out.

"Oh! Right, you're probably really confused," the other unicorn replied with a nervous laugh. "You're in the Ponyville library. My name's Dewdrop. Dewdrop Decimal. I'm the librarian. I, uh... Sunburn here said you'd lost a lot of blood, so I cast a spell to help you recover. You're probably really thirsty, so I'll go get you some juice."

Dewdrop tried to set Twilight down by the table full of books, but when she attempted to extricate herself from the other mare, Twilight wrapped her forelegs around the librarian and held on with an iron grip taught to her by her years in the Guard. "Why not... a hospital? You said... my name...!" she rasped, shooting a look at Sunburn. "How... did you know... who I am...? Who are you really?!"

Seeing her friend get caught in a hold, Sunburn's wings flared. "Woah, woah, easy! I'm the one who brought you here, okay? I figured you'd be just as fine here as in a hospital, especially since nopony knows how to deal with whatever the horseapples is going on! And... uh... I know your name because..."

"Because I recognized you," Dewdrop exclaimed. "You're the best friend of Celestia's personal student! I'm... kind of a fan of hers," the bespectacled unicorn sheepishly admitted.

Sunburn added, "Oh, she's a total Trixie fangirl. You should see her trunk full of merch. You could probably fit three ponies in there."

Twilight blinked a few times, looking back and forth between the two mares. On the one hoof, she had never thought of her friendship with Trixie as anything that would get her recognized outside of the places they frequented in Canterlot. On the other, she had to acknowledge that it wasn't entirely out of the realm of possibility. Dewdrop's embarassed blush over being called out as a fangirl certainly looked genuine, too.

Feeling a surge of guilt over assaulting a probably-innocent pony, and a fan of Trixie's at that, Twilight slowly released her and let herself flop over against the table. "Sorry, I... I'm sorry."

Dewdrop replied graciously, "It's okay. You must've been through some really crazy stuff. I'll just get you that juice so you can rehydrate and... I don't know, maybe you can help us figure out what to do."

Twilight wasn't sure how much she would be able to help with that, but she nodded anyway. Dewdrop seemed a little relieved, in any case, and went off to another room. Once she was gone, Twilight glanced over the piles of books spread across the table's surface and asked Sunburn, "Why does she have all the 'E' books off the shelves like this?"

Before the pegasus could give a reply, though, there was a sound of rapidly-approaching hooves racing up to the front door, which was subsequently flung open with such force that it nearly tore off its hinges. The earth pony who came rushing in looked around frantically, calling out, "Dewdrop! Dewdrop, where are you?!" When her gazed panned across Sunburn, though, she suddenly ran over and wrapped her forelegs around the pegasus, squeezing her tight with a crushing strength that put Twilight's earlier grapple to shame. The steel plating of the ranger's armor actually sounded like it was bending from the force until Dewdrop came back with a pitcher of juice levitating in her magical field.

"Spot Light, is everything alright?" Dewdrop asked, letting the pitcher float over toward Twilight, who took it into her own magic and started drinking straight from the vessel. She started slowly so that her dehydrated body would accept it more easily, but soon found herself drinking in big, thirsty gulps when the craving for moisture and nutrients took over.

At the same time, the mare called Spotlight relaxed her grip, but didn't let go of Sunburn. "Yes, and thank Celestia," she replied to Dewdrop. Twilight's body convulsed a bit, and she ended up coughing into the pitcher, but it went unnoticed by the other mares. "The cavalry's here, and she'll have everything sorted out soon."

Dewdrop looked at the newcomer with a confused expression. "'She?' Spot, who are you talking about?"

"I just told you," Spot Light replied, smirking a bit at the librarian. "Thank Celestia. The princess is right here in Ponyville, and everything's going to be alright!"