This is a work of fiction and My Little Pony Friendship is Magic is property of Hasbro. Keep in mind this is an AU and has some differences.

Once upon a time there was a beautiful mare, her name was Shadow Dancer. Shadow Dancer was a kind and gentle hearten mare who loved to dance.

One day her parents, poor millers, sat Shadow Dancer down.

“Dear daughter,” Her father started. “I am sorry but your mother and I cannot afford to feed you any more so you must go out into the world and make your own way.”

So she did, and on her way to a new town she stumbled upon a swan who caught in a net. “Pleas, Ms. free me and I will do you a kindness.” The swan pleaded. So Shadow Dancer helped the swan and once free. “Now that I am free, I will teach you to dance like a Swan.” So Shadow Dancer learned from the swan.

Shadow Dancer continued on her to a new town when she came upon a fox in held tight in a trap. “Pleas, Pleas, Ms. free me and I will do you a kindness.” The fox pleaded. So Shadow Dancer helped the fox and once free. “Now that I am free, I will teach you how to dance like a Fox.” So Shadow Dance learned from the Fox.

Shadow Dancer continued on her way to a new town when she came a spider drowning in a puddle. “Pleas, Pleas, Pleas, Ms. save me and I will do you a kindness.” The spider pleaded. So Shadow Dancer helped the spider out and once free the spider ran away.

It was not long Shadow Dancer came to the new town. Shadow Dancer decided to dance for her dinner and soon she became very popular. In time she met another dancer Spotted Coat who agreed to become partners, later lover, then finally husband and wife. They were poor but happy and that happiness helped them have a good life. Their life together became happier because soon they had a daughter, Beauty Mark, their lives were very happy and filled with life. That was until, one day a selfish greedy mare came to their town.

It was one day a wealthy pony and his daughter came to town. Shadow Dancer and Spotted Coat danced for their town with their foal close by, but that was when the wealthy daughter saw Spotted Coat. “Father, Father, I want that stallion.” The spoiled mare cheered

“Alright my daughter It will be done. I will give you a foal as well.” Her father said.

Then one day Spotted Coat and Beauty Mark were taken, the spoiled mare had taken them and locked them up in a mansion high on a mountain. It would be impossible for Shadow Dancer to save her family because she did not have anything to fight this mare with. this made Shadow Dancer sad, very sad. Before Shadow Dancer could lose self to that sadness she herd a tiny voices.

“Don’t be sad we are here for you.” One voice told her.

“We are here to help make things right.” A second voice said

“With our help we can make things right again.” A third voice added

“For you are owed a kindness.” A final voice added.

Shadow Dancer could see that they were four tiny spider. “Why would you do me a kindness?”

“You performed a kindness for one of our kind but it was never returned so we will perform it in his stead.” One said

“Each of us have a gift that will help you get back your family.” The second said.

“Now, I get to begin!” Third spider cheered. “ My gift is the mobility of a spider, so that you can move anywhere a pony can not.”

The second spider quickly spoke up. “I guess I will go next, I will give you the gift to spin like a spider.”

The first spoke up then. “Then I will give you the sight like a spider.”

Fourth and final let out a sigh. “Then I will give you the spider’s bite. I will give you magic spider venom. It will not kill or paralyze, it will make the one you bit dim and obedient.”

“Thank you for your kindness!” Shadow Dancer sobbed.

It was then the four spider spun their magic, Shadow Dancer changed. Her back legs changed into four long spider legs, her back half became a spider’s spinner. Shadow Dancer’s grew fangs and big black eyes. Shadow Dancer had become a spider pony and why she was afraid of her family being afraid of her she would first get them back.

With spider silk and weaving she was able to climb the mount easily With spider legs she was able to scurry inside the mansion and was abel spy on all inside. Shadow Dancer found her husband and foal, she saw made her sad, Spotted Coat was treated like a servant and her foal a toy! This angered Shadow Dancer with her spider eyes she could see many thing and was able for find her husband.

“Husband,” She cried. “There you are my love!”

Though it was a start Spotted Coat was happy to see her. “It is great to see you my love. You have changed.”

“Yes, yes I have but it is to retrieve them.” Shadow Dancer added.

Spotted Coat looked wearied. “No you can not, if you do than our foals will suffer for it. I was told that I must do whatever her daughter wanted.”

“No, I will save you both.” Shadow Dancer declared. “You must come with me, I have one gift left.” That is true she still had the fangs of a spider and the poison.

While the spoiled mare slept Shadow Dancer crept into her bed chambers. “Now wait in front of the door my love. Then when she is up introduce yourself and instruct her to Obey you.” That was when shadow dancer used her last gift and bit the mare injecting her with her venom.

The mare shot up with terror but soon her expression became blank. “Wha…”

“Hello,” Her husband started. “I am your husband and you are to do as I said.”

“Yes, yes my husband.” The mare tilted her head. “What is it you want?”

With Shadow Dancer’s help Spotted Coat was able change the selfish mare into an obedient wife and a doting mother. Sadly, Beauty Mark never knew her real mother because Shadow Dancer and Spotted Coat never revealed the truth, but she did know that she would be protected by a creature know as Shadow Dancer and that she would protect all of her family from now on.

The End

Fleur closed the story book. Fleur knew that this was a sanitized version of Shadow Dancer’s story but some time she would tell them the real story.

It was night time and Fleur was happily tucking her foals into their curbs. “Now, let's hope we have sweet dreams and just remember that Shadow Dancer is watching after you.” Fleur finished her story and made sure that each of her foals where snug and save in their cribs. She felt so happy as she looked back at each of her little ones. They were all doing so well she could not wait to help them grow, and teach them all the things that would make them very important ponies. That thought made her smile as she left the nursery.

Fleur needed to stretch her legs as she left the car. She love her foals but she still needed to take care of or her health. That was why she loved the train in not only had a nursery but a small gym to exorcise in, he Fancy had thought of everything.

“I say we get out of here, and I mean now this train seems to just draw the crazies.”

Fleur heard the other voice hiss, she Craned her ears in the direction “I completely agree with you brother mine.”

“Then lets pack what we need and we can vamoose!”

Fleur was outraged. How dare they! She snarled inwardly. First, they go and blab about what we're doing and now they are trying to run away! I should go tell Haypenny. Fleur thought to herself but before she could match off to the head steward an idea came to her. It was in this brief moment made her stop to think of a solution one that would be most helpful. “Yes, I think I can handle this situation myself. Those two would be most useful to us soon,” Fleur smiled and looked looked down at the leather bound book in her hooves. “Maybe with a little help, I think I'll have them meet Shadow Dancer first hooves.”

The brothers were packing their suitcase with an unnatural speed the two where chatting among themselves. Flim worked steadily. “I told you that this was a bad gig.”

“I know, but we needed the money and that was a large flank-load of bits.” Flam added.

The book came to a stop before the Twins, they looked down at it. It was a simple leather bound book still beautiful it was well worn and in gold leaf was the words 'Shadow Dancer' that shines in the dim light . Before they could react the book flung open allowing a vortex of magical energy spilled out of the book. The magical energy they felt emanating from the book felt in now way normal.

“Trap!” Flam shouted and then added. “Hoof it!”

“On it!” Flim Shouted back. The brother rushed to the nearest exit, the windows, but they were bard and the door was blocked by the magic vortex.

“I think we're trapped.” The brothers looked at each other dubiously.

“At least if we stay...” Flim started to say but he lost his footing and lost and footing and was pulled towards the vortex

“Flam, Help me!” Flam shouted.

Flim extended his green magic aura around his brother catching his brother fast. “I've got you brother!” The brother smiled believing that they have overt ed a disasters.

“Don't let go!” Flam shouted.

“Not planning to brother!” Flim started to strain against the vortex's pull became even stronger.

As Flim wrapped his magic around a nearby bench. The brothers made on last attempt to free themselves from the pull of the vortex. As Flam tried to use his magic to grab another bench to the others side they both smiled. While still holding onto each other Flim grabbed another fixture a bolted machine then Flam continued the slow climb. As continued using both there magic and the bolted fixture of the room to try and pull themselves free but as Flim extended his magic to try and grab what would be their last fixture the magic missed. The brothers looked at each other to see the last hoof hold a magic aura surrounded it and it became transparent. The two looked for the the aura's source and to their horror they saw their former employer. She have them A wicked smile as the two lost their grip and they fall backwards.

“Nooooo!” The brothers shouted in unison as they spiraled into oblivion.

To Fluer it was not the same being pulled into the book. She could feel her magic rewriting her body, discomfit was present but knot really painful deep inside she could feel her kindred blood come alive. Her horn was slowly fading as her legs split form four into eight, the eight became elongated leaving them into flexible, curved, spears. Each leg had the same elegant white fur on each of it joints. Her front barrel was fused to a black oval carapace that was painted with white patterns. The spider like abdomen was narrow and rounded teardrop shape with four of her spider legs that arced forwards in front of her and four smaller legs arced behind.

As her magic faded the world around her opened up, new scenes were coming alive, she could feel her surroundings, she could smell every distention and distinct Odor. She could also here the brothers talking. “Their bickering, a mistake that will not go unnoticed or unpunished.” Fleur mused with a delightful hiss. Slowly she propelled herself forward through the labyrinthine cavern spinning her guided thread as she moved along. With her new found stealth she made her way in and out dark cave without any trouble. He newly found hunter's instinct helped her track her prey. With great stealth she made her way deep into the cave. It was easy for her to make her way in and out of the myriad of tunnels and crawl spaces on her eight legs it was easy. Soon she caught up to the bothers in the tunnels. Quickly she cut head of them and took to the ceiling of a gigantic chamber ahead of them. Form her position on the ceiling she waited for them to come into the chamber.

To the brothers the first sense that came back was their smell, it was the smell of damp and mold as well as damp water. Then that's when they could hear the sound of dripping water. After that, limited sight came back to them but there was little to see as they were surrounded by stone walls but they were not enclosed. There was a low light form luminous crystal dotting the places. The brothers knew that they were no longer on the train anymore.

“Where are we?” Flim asked not really expecting a viable answer.

“Maybe this is where...” Flam swallowed hard. “Maybe this is where they hide the bodies?”

“Let's stay close, yes it make us easy targets. But, on the plus side there is strength in numbers, don't you agree?” Flim questioned.

“In deed, double the trouble and the magic.” Flam added with a vigorous nodded of is head.

“Though in the future we should not take jobs that sound too good to be true.”

“It was hard to turn down, not jingles, not bits, but ingots, INGOTS! How could we pass it up? Especially running with some pony that had worked with an Apple right?

“Amen to that brother!”

“Do you have that old location spell of your?”

“Trying it but it's not working. The marking spell, is it working?” The light green aura spark sputtered and blanked out before Flam tried again.

“It's a little wonky.” Flim said trying to keep his horn lit, but it would only flash leaving twisted marks on the stones that would flash just like the horn.

The brothers heard a strange rattling hiss, the brother looked around for the spurs but could not find it. Nervously, slowly what light they had was fading into the darkness but still they continued on. The hairs on the back of there neck stood up as they entered an opened area.

“Bunsuore!” A voiced called to them.

The two turned to face it just in time to see a set of curved spires slink down in front of them. It was a spider like pony, with a familiar pony looking half. Started to back away from spidery vestige of their former employer shook the twin sales ponies. “Yeah... Monster!” Both brother shouted like little fillies as they galloped away from the spider pony.

Fleur's voice took on a malevolent tone as she started. “Oh, how rude! You know what I never really trusted you two.”

The two brother started to backup ready to runaway from the spider mare. Unable to not speak, as they shook with fear at the spidery vestige of the former Supermodel. The two sales ponies looked at their former employer and screamed like little fillies before they ran away.

“Since when was she a spider pony?” Flim shouted.

“I don’t know, don’t care, just run!” Flam shouted back.

The two continued to run as the spider pony charged towards them unlike the brothers who had to avoid rocks and other debris but Fleur was able to simply climb around it with much problem. Through twist and turn they charged blindly hoping to out run their pressure, but as they blunder blindly through the tunnels, thick white substances started to line the wall. The deeper down the tunnel they ran the white substance became thicker and was more intricately woven together making a complex net.

The two were now backed into a corner they had no choice to try and catch their breath.

“Do you think you? I mean do we lose her?” Flim asked.

“Don’t know, but did you notice all this white sticky stuff? It’s everywhere.” Flam returned with another question. He lifted his hoof to examine the white material

“That’s what she said.” Flim sinnecker.

“Not funny,” Flam snapped as he looked around for the spider pony. “We’ve gotta get out of here there…” His voice died in his throat as he realized that he had become stuck. “Hay, Flim I’m stuck now.” Looking over at his brother he noticed that was when he notice that his brother was shaking pointing a hoof at him his mouth gaping open.

“Spa… spa…” Flam stammered

“What is it?” Flim asked innocently until he felt behind him. Before he could react a pair of spidery legs pulling him into the sticky white wall. Flim watched as spidery legs crawl over him. Her long back legs pulled Flim towards and started to bind him in stands of the same white goo.

“There we go, nice and bundled up. Why don’t I tell you both a little story shall I?” Fleur said with musical chime to her voice, she started to clip forward. “Once upon a time there was a mare who worked all her life and when it was time to put away her trade she to take up the mantle of mother. She sets herself to that task and with great disappointment she finds she could not. That was when she found a magnificent, almost magical set of books that solved all her problems. Everything was going well, that is until two naughty little colts that tried to stop the mare from having her family. So, she had to deal with them.” Fleur ended here story with a little chortle.

“Bu… Bu… But how?” Flam stammered.

Fleur smiled wickedly. “I am a decedent of a Spider Pony, Shadow Dancer. You see her child was not a Spider Pony but the magic she used still echoed in her, so she created the first magic book. It is this book is not just an tale of our family, but lets us become an echo of a Spider Pony. This mock Spider Pony is so we can commune with the oranges of our line. A loving mother, a fierce protector and a Varese, revenge riddled mare. Those are all part of what it means to be part of Shadow Dancer’s family line.’

‘When we mares decide to be become a Spider Pony we make this book and we can choose any type spider. Many mares choose strong or venomous spiders. Me? I choose a magic spider, a Mind Crawler. Do you know them?”

Flam slowly backed away he was more than nervous he was terrified; beyond bed wetting, or nightmares this was like death. Flam shook his head and was not happy to hear the answer. “What?”

“Oh, you don’t? Well, they are in the same family that as Star Spiders. Star Spider are magic eaters, but Mind Crawler are memory eaters.” Flam watched as she started to make a million bit smile but slowly it started to changed, there was a snapping noise as two tufts of fur that had been next to her muzzle started to move, slowly they folded out wards and away from her mouth. Her mouth opened wider revealing, to both ponies horror, a pair of curved cycle like fangs.

“Get out of here she’s going to eat you!” The bound up Flim shouted.

Flure Swung her head towards Flim and hissed, her fangs still up to use. “How rude!” She snarled but she did not notice Flam start to slowly slide away.

Flim did not betray his what he really feel still hoping that his brother could get away and get help, maybe not to save him but to avenge him. Fleur did not seem to notice this as she came closer to Flim.

“Now one more time, you're next!” Fleur made a charging leap, her front legs grasping the back legs of the struggling pony and pulled him in.

“Noo, no, no!” Flim shouted as Fleur sank her fangs into him. Yes the former sales pony struggled and twisted, but soon he went still.

“Now, I just have to wrap you up,” Fleur said sharply with a little laugh, she went to work wrapping him up leave his head sticking out of the cocoon. The twins were hanging in a mesh net webbing. “Why don’t we wait her awhile for the poison to run its course.” She purred with delight Fleur mounted herself on a mesh of webbing nearby to overlook her work. “And with that all the naughty stallions are taken care of. Shadow Dancer still protecting her family.”

It was late when Haypenny finally came in, he could tell that something was up the way Lady Fleur was smiling at him, seeing his Mistress like this made him more than a little nervous at this. “What is wrong Madam?”

Haypenny unloaded his saddle bags revealing several potion vials and papers. “Well if you must know Madam, I ran into a Shadow Tail, I am quite sure she is not aware of her power but still it is disconcerting. On a positives side I did collect the potions that can be used.”

“Don’t worry I’ll handle it,” Fleur cheered. “I have a spell for that, or at least one that I would like to try.”

“Of course I will once again leave it in your hooves.” Haypenny nodded to her.

“Haypenny, I have a surprise for you and I just know that you will love it!” Fleur pranced like a little school filly. Wearealy Haypenny followed her back to the twins workshop as Fleur excitedly talked a mile a minute. “Oh, it’s been so long since I’ve used my venom and in such a precise way, but I believe that I did a good job. I mean getting rid of them would have been too easy but we could still use them. Just come and see.”

“Yes, my Lady.” He sighed heavily not sure what his mistress was thinking. Haypenny was worn for what happened earlier that day and did not want to deal with anything ‘Unexpected’ right now.

They both entered the twins’ workshop. That was when he saw them, slumped against the wall was the Twins were immobile, their eyes had no understanding in them. Their mane and fur slowly losing color like an icicle dripping water. Fleur watched as Haypenny examined them. “What is happening to them?”

“Like I said I used my’ venom to erase many of their nasty memories, It washed away many of the things that made up their core beings so they are blank slates, easy to be rewritten on may I add. It was very hard to do so but I do believe that they will keep all their useful information. The other side is that you must… Retrain them, and of course I leave that completely to you. Think of them like new stewards in training, maybe even future Head stewards? My gift to you, for all that you have done of the family.” She wave at the brother's dismissively then smiled at him.

Haypenny looked at them, two blank slates. I am not getting any younger… He mused to himself. he was moved by her gift of two new acolytes, they would be future stewards, were getting their training started. She remembered his words well. “Thank you madam,” He took in a sharp breath. “This is quite a unique gift and I will beginning their training post haste.”

“That is excellent, I'm glad that you are happy with them. I am quite proud that I was able to handle the situation myself.”

“I never doubted you ma’am but I am glad that you were able to handle this quickly. Now I shall take care of this part.”

Fleur tapped he chin. “I think I’ll see how my foals are doing. Just remember, Shadow Dancer will always protect her family.”

Author's Note

I would like to thank Mix-up for his help in editing and Making the new cover art.
The picture is meant show off the dark aspect of the story. There is his deviant art page. Hope You like it.