A Nightmare to Remember

by EclipseSight

Rating: everyone
Tags: Main 6, Slice of Life, My Little Pony: Friendship is Magic, Spike, Starlight Glimmer
Length: 8585

Nightmare Night is coming back to Ponyville, and everyone is excited. However, the nightmare quickly becomes real when Starlight is found collapsed on the floor. Can the friends work out what is happening within their walls. before it's too late?

While finishing preparations for this year's Nightmare Night party, Twilight finds Starlight has collapsed from exhaustion. The next day Starlight awakes to find herself trapped in a waking nightmare. Twilight and her friends now have to find Starlight, and discover just what happened to their newest friend. Can they learn the truth before it's too late, or will the nightmare last forever?

Published 2016-10-31 21:30:01 UTC
Last updated 2016-10-31 21:30:01 UTC

A Nightmare to Remember

“Starlight!” Twilight called, peering down the gloom of the winding staircase. When no response came, she narrowed her eyes and started off down the staircase. More than likely, Starlight had simply lost track of time. All day they had been readying the castle for tomorrow's Nightmare Night party and Starlight had practically begged to be allowed free reign down in the basement. Twilight had obliged, but now it was getting late and Starlight had still not emerged. Rolling her eyes, Twilight started the long descent into the murky darkness.

Knowing full well how absorbed in her own work Starlight could become, Twilight raised her voice and shouted again. A quiver of worry crept into her bones, as her call was once again unanswered. Her feathered wings gripped her sides, nerves pinning them in place as a third shout was met with silence. Now starting to feel a cold sliver of panic, Twilight quickened her pace. She was practically running by the time she reached the last step, leaping over it and bounding into the hallway.

Despite the urgency of the situation, Twilight could not help but be awestruck by just what Starlight had accomplished in such a short space of time. What had been an abandoned and dusty part of the castle was now an intricately crafted hall, perfectly themed for Nightmare Night. Shimmering torches ablaze with azure blue flames lined the walls, casting their eerie glow throughout the entire hall. Thick cobwebs hung from the ceiling and clung to the walls, giving a cramped, claustrophobic feeling to the usually spacious hallway.

Pulling herself from her reverie, Twilight remembered that she had more important things to worry about. Slowly, she moved forward, using her wings to brush away cobwebs that blocked her path and vision. Walking was made especially difficult by the floor, which seemed to slither and writhe underneath her hooves. Twilight struggled to keep her thoughts away from what her student had been trying to emulate.

Heart hammering against her ribs, Twilight finally came upon a sight that almost made it stop. Sprawled out amongst the cobwebs, laying completely still, was Starlight. Rushing forwards, Twilight dropped to her knees, calling out to try and rouse the fallen unicorn.

“Starlight!” she whispered loudly, her voice hoarse. Placing her hooves on Starlight's shoulders, Twilight tried to shake her awake. She recoiled with a sharp intake of breath, as if burned. Starlight's skin was freezing, as if she had been laying on snow. Bracing herself, Twilight bore the sapping ice that seemed to cling to Starlight and tried to shake her awake.

The chill of fear was dispelled by warm, soothing relief as finally, Starlight's eyelids fluttered briefly. “T-Twilight...” she murmured out wearily, her sapphire eyes cracking open.

“You're alright!” Twilight cried, wrapping her hooves around Starlight and pulling her into a tight hug. A shiver ran down Starlight's spine as she felt moisture where Twilight's cheek was pressed against her.

“Uh...how...how long was I out?” she asked, trying to shake herself awake. Everything felt like it was rushing past her, blurring the lines between what was in her head and what was outside it.

“I...I don't know,” Twilight said truthfully, still struggling to speak steadily. “I came down to check on your progress, then I found you like this...”

“I'm fine,” Starlight interrupted firmly, snapping to wakefulness as Twilight spoke. Her eyes were hard, commanding Twilight's full attention. “I...I think I just overdid it with my magic and passed out. That's all.”

Whether that was the truth or not, she had no idea. All she could remember was coming down here to decorate. When she had been adding the finishing touches a feeling of dizziness had washed over her, forcing her to take a break. Then she had woken up just now. Somewhere along the way she must have fainted. It was the only explanation that made any sense. Realising that she was still mostly laying down, Starlight tried to force herself to her feet. Immediately, Twilight was giving her a shoulder to lean on.

“Maybe you should lie down for a bit,” Twilight suggested gently, still disturbed by how cold Starlight was to the touch.

Narrowing her eyes, Starlight pushed away from Twilight, fixing the alicorn with a hard stare. "I'm fine." She walked forward, trying to prove her point. legs were like jelly, threatening to betray her with every step. The thought of having to ascend the long staircase into the castle proper daunted her. Unconvinced, Twilight fell into step and once more gave her a shoulder to lean on. Grateful for this, Starlight sighed, “Sorry...I just wanted to make this place as good as I possibly could.” She chuckled sheepishly, “I...might have gotten a little carried away.”

“Maybe a little,” Twilight replied lightly, pushing down the last vestiges of worry. Everything was fine, there was no reason to panic. “At least sit by the fire for a bit, you're freezing.”

Starlight blinked, before narrowing her eyes. “Are you sure you aren't just warm?” she asked, bringing up a hoof and pressing it against Twilight's forehead. Rolling her eyes, Twilight pushed her student's hoof back to the ground.

“Yes, I'm sure,” she shot back, pouting at Starlight's callous disregard for her own health. In an attempt to appease her friend, Starlight gently nudged her cheek. Once again, the moisture she felt there caused her to stiffen briefly. “I'm fine,” she said assuredly, raising a hoof to wipe the wetness away. “ I'm touched you're concerned but I just overdid it. That's all.”

Releasing a shaky breath, Twilight allowed herself a small smile. “You're right. I got a little carried away myself. I thought the worst and I shouldn't have. I'm sorry.”

Starlight snorted, waving a hoof through the air in front of Twilight's face. “Pfft, come back to me when you travel back in time in a crazy revenge plot, then we'll talk about getting carried away.”

The two shared a laugh, then side by side ascended the long staircase into the castle proper. The fruits of their day of hard labour was all around them. They had painstaking made sure that nothing was too intense for anyone in Ponyville or beyond. The party was to be enjoyed by everyone after all. Though Starlight was really looking forward to watching Rainbow squirm just a little in her hallway.

Despite her initial protests, Starlight relented to the idea of some quiet relaxation beside the fire. Magic use was kept to a minimum, though she still found herself quickly succumbing to exhaustion. Apparently she had pushed her limits more than she had first believed. Everything felt fuzzy, and her stomach even rejected a delicious meal Spike had put together for her. Convinced that she was just exhausted, Starlight excused herself. Brushing away Twilight's concern, she assured them that she would be fully recovered after a night's sleep.

Even with her exhaustion, sleep did not come easily. Trapped in a thick layer of tiredness, Starlight was perplexed. Her mind was clouded with fog, ready to succumb to the embrace of slumber, yet her body refused to relax. A restless fire seemed to surge through her veins, and a cold sweat clung to her brow. Fervently hoping that she was not becoming ill, Starlight threw the covers from her bed. Hopefully the cool night would eventually quench the fire burning within her, and allow sleep to overcome her.

Letting out an agonised shriek, Starlight jolted awake. It felt as if someone was pressing red hot iron against her skin. In an effort to get away from whatever was burning her, she rolled herself off the bed. While she landed with an undignified crash, the relief was immediate. Dreading what she would see, she quickly glanced down at her side. After barely a glimpse, she turned away with a violent shudder. The skin under her lilac coat was an angry red, appearing raw and swollen. However, her bed was completely devoid of anything that could cause such an injury. Confused, and more than a little disturbed, Starlight slowly tried to feel around with her hooves.

At first she felt nothing, her hooves only passing through empty air. Then, a solitary beam of sunlight caught her hoof in its grasp, and suddenly the searing sensation returned. Clutching the burned appendage to her chest, Starlight fought the urge to scream again. With a pronounced limp, she backed away from her bed. Each step felt like her foot was being dumped into a bucket of hot coals. Finding the shadiest spot in her room, she settled down to nurse her burns.

They appeared superficial, barely enough to turn her skin red. A simple cooling spell mixed with a spell of soothing was enough to dull the pain and revert the discolouration. Breathing a heavy sigh, she squinted out of the window. The sun hung low in the sky, signifying it was still early morning. The sun would have nowhere near enough power to burn as it just had...something magical was going here.

“Just what I needed,” Starlight hissed, rising to her hooves.

To avoid a repeat of her rude awakening, Starlight drew her curtains with magic. Her room was shrouded in shadow, though there was just enough light bleeding through the fabric to see by. According to her observations, simply being in the light was safe; only exposure to direct sunlight caused the searing burns.

“That's something at least,” she muttered, trying to put a positive spin on her current predicament. That had been one of Twilight's first lessons, and one she was finally taking to heart. Surely a quick trip to the library would solve this. Starlight brought her hoof to her forehead and rubbed her temple. “Okay, first thing's first." With a heavy sigh, she idly swatted her mane out of her eyes. The lock that hung over her brow seemed longer and thicker than usual. Her sleepless night must have given her a nasty bed head. Grabbing her brush, she stumbled tiredly towards her mirror. Hopefully, there would be enough light to allow her to at least make herself presentable.

By the soft glow of her horn, she started to brush her mane. Aquamarine light danced off the reflective surface of the mirror, giving her face a drawn, haunted look. Impressed by the effect, she suddenly found herself inspired to add that little touch to the downstairs hallway. However, when she looked closer, her expression quickly darkened. Leaning closer to the mirror, she squinted to get a good look at herself. Letting out a huff of annoyance she flicked on her night light, allowing a soft white glow to illuminate the room. She could not restrain the gasp that tore from her lips.

Spike groaned and rubbed his eyes sleepily. This was too early in the morning for him. He would have preferred to be asleep for at least another three hours, not be awake at the crack of dawn. Yet here he was, aroused from his slumber by a noise. An itch in his scales refused to allow him to ignore it. Trusting his instincts, the young dragon was now padding through the long, cavernous corridors. Once he located the door he was looking for, he pushed it open without bothering to knock.

Hearing her door creak open, Twilight turned. Confusion morphed into a small smile when she saw that it was only Spike. Though, she did wonder what he was doing awake so early. Abandoning her early morning preening, she waved him over with a wing. “Hi Spike. Is everything okay?” she asked, purple eyes sparkling.

He shrugged, still trying to rub the sleep from his eyes. “I dunno. Something woke me up, I thought it might be you practising a spell or something.”

Twilight shook her head, using her magic to gently pull the clearly still exhausted dragon to her. Having heard nothing herself, she assumed that he had simply been dreaming. Using one of her soft wings, the one she had already preened, she softly stroked his back. “No...I never heard anything, and I wasn't practising any spells...”

“Weird,” he murmured, his heavy eyelids beginning to droop. “I know I heard something though...”

“You're sure it wasn't just a dream?” Twilight asked, gently lifting him onto her back and starting to carry him back to his room.

Adamantly, he shook his head. His voice stronger now, he said, “No...I was dreaming about...well that doesn't matter...” His cheeks flushed red, causing Twilight to giggle and roll her eyes. She had a fair idea what it was about, but said nothing and allowed him to continue. Coughing loudly, he tried to gloss over that previous statement, then spoke again, “Then I heard something, and I woke up. I couldn't get back to sleep...it was weird.”

“Yeah that is weird,” Twilight teased, earning her dark purple mane a huffy ruffle from the dragon's claws. Laughing heartily at the adorably disgruntled look he was shooting her, the alicorn flicked her tail. “Anyway, is that all?”

“Aside from coming to see what you were doing, yeah...” he replied, biting back a yawn. Forcing his eyelids open with his claws, he settled himself comfortably onto Twilight's back. “Maybe we should go check on Starlight. She really didn't seem good last night.”

Now sombre, Twilight nodded in agreement. “You're right she didn't,” she said, angling herself towards the unicorn's room. “She really put a lot of work into that hallway...maybe a little too much.”

“Yeah...I don't think I wanna go down there,” Spike chuckled nervously, and Twilight felt him tense. Leaning back, she gently pressed her mane into his belly scales. Only when she felt him relax against her once more did she cease the gesture.

A short walk brought them to Starlight's door, easily identified by being made almost entirely of wood unlike the glassy green doors surrounding it. Raising a hoof, Twilight gently knocked three times. When she received no response, she knocked harder. Once again, no answer came from the other side. Twilight felt her stomach twist uncomfortably, her fears from the previous night descending upon her once again. Casting privacy to the winds she slowly opened the door. When her eyes fell upon the empty bed, she threw the door open and stepped inside.

The overpowering stench of burned glass filled her nostrils, forcing her to splutter and gag. Tears sprang to her eyes, blurring her vision. She staggered backwards, unable to keep herself from doing so. Having a much stronger stomach, Spike took the lead. Horror swam in his green eyes as he absorbed the sight before him. The source of the horrendous stench soon became clear. Starlight's mirror had suffered an intense blast of magic, only the very edges having escaped damage. The rest was splattered over her dressing table, or the large scorch mark where the magic had continued into the wall.

“What happened?” Spike asked loudly, staggering back from the sight.

Twilight did not answer immediately, her hoof firmly covering her mouth. Her eyes were wide, trying to comprehend the scene before her. "I...I have no idea..." Willing herself forwards, she overcame her revulsion and began to take stock. There were no other scorch marks, which ruled out a struggle. Knowing Starlight's abilities first hoof, she was certain that no one, other than perhaps Discord, would be able to subdue her without a fight ensuing. This knowledge brought her some comfort, enough to share her observations with Spike. “It...It looks like she was startled by something. So much so that it caused her to panic and run.”

“Why would she not just come to us?” he asked, biting his claws as he tried not to imagine something which could scare Starlight Glimmer that badly. Twilight pulled him into a hug, holding him close to her. She was shaking just as badly as he was, but her voice was like iron when she spoke, “I don't know...but I'm going to find out. We need to round up our friends...Whatever happened, we need to find Starlight...quickly!” Then she took off down the hallway towards the castle exit.

Spike nodded, running after Twilight as fast as his legs would carry him. Twilight ran like she never had before, treating every second like a precious drop of water she had to preserve. Their friends would be able to help, they had never let her down.

By the time Celestia's sun was at its highest, Twilight, Rarity, Applejack and Spike were scouring the castle from top to bottom. The usually quiet interior had been a flurry of activity all morning, as the group tore it apart. Fluttershy, Rainbow Dash and Pinkie Pie were acting to widen the search, asking around Ponyville for any clues about Starlight's whereabouts. So far, their search had been in vain.

“This is not like her at all,” Rarity panted, finally finished searching one of the massive wings. “Wanting some alone time yes...but doing this...”

“I don't get it either...” Applejack said from beside her, flicking away a phoney spider that had become stuck to the bottom of her hoof.

“D-do you maybe think this is all just some elaborate Nightmare Night prank?” Rarity asked in a hushed tone.

Applejack shook her head slowly, before fixing her stetson back in place. “No...I don't, this doesn't feel like a prank. She wouldn't blast her mirror into goop if it was... Plus didn't she point blank refuse to take part in pranking Rainbow with those cookies? Just, doesn't seem like her style.”

Rarity nodded, breathing out heavily. Her mane was out of place, but would take too long to fix at this moment. “Yes quite. Sorry I just had to put the notion forward... However I do agree that this does not feel like some silly little game. Which begs the question...”

“What did happen then?” Applejack finished, and both friends shared a look.

“Anything?” Twilight's frantic voice called, and soon the purple alicorn was running towards them. Hating to see her friend so distressed, Applejack shook her head. “'Fraid not Twilight...I can't find hide or hair of her...” When she saw Twilight's wings drop to her side, she gestured with a forehoof to the expansive foyer they were now in, “There's still hope yet. This castle's so big I'm sure we'll find her eventually.”

“No one's seen her in Ponyville either,” Rainbow informed from above them. Fluttershy was behind her, doing her best to be as inconspicuous as possible.

“What could have happened?” Twilight's shoulders slumped and her voice trembled. Warmth gently pressed against her side, as Pinkie came up beside her. The pink fluff that was Pinkie's mane pressed against Twilight's throat, lifting her chin up, It was a simple gesture, but it did make her feel slightly better.

“We'll find her darling,” Rarity said encouragingly, bringing a hoof to Twilight's shoulder and forcing a smile for the alicorn's benefit.

Twilight was about to respond, but was interrupted by a distant shout. It was Spike, and he sounded troubled. “I found something!”

Hearing this, everyone barrelled down the corridor towards the shout. Only Rainbow Dash was able to beat Twilight to where Spike was huddled over something on the floor. When he heard his friends approach the young dragon shifted to let them see his discovery. Rarity clapped a hoof to her mouth, suddenly glad she had been forced to skip breakfast.

Applejack stepped forward and took a sniff. She reeled back, confirming to everyone just what it was they were looking at. It was a yellow-brown puddle of a thick congealed substance. Someone had lost their stomach contents here, and recently. There was only one real candidate. Then Twilight noticed where they were...at the top of the stairs leading down to the basement. Suddenly, she had a very good idea where Starlight was. Where the weirdness had all begun.

“Down here,” Twilight stated, banishing the pile of vomit with her magic and descending the steps. Rainbow, Pinkie and Applejack followed immediately. Rarity had to take a moment to coax both Spike and Fluttershy into the dark depths. All it took was a quick reminder that their friend might be down there to quickly bolster their courage.

The descent ended with all of them staring down into the hallway that Starlight had created. Fluttershy leapt into the air, preferring the harmless spiderwebs over whatever the floor was doing beneath her. No little spider would ever hurt her. Spike, upon seeing the cobwebs, clung tightly to Rarity's leg. Having braved the hallway once before, Twilight was the most confident in her ability to do so again. Even Rainbow Dash and Applejack, self proclaimed dare devils, were given pause by the thick atmosphere draping around them.

Hairs on the back of her neck standing on end, Twilight took the lead and began to inch her way into the gloom. As they delved deeper into the hallway, darkness crept towards them. Every flickering shadow, caused them to snap their heads in its direction. Nothing, just as it had been the last six times. The glow cast by the lanterns lessened the further they walked. No one spoke, words catching in their throat. All they could hear was the sound of their own slow, careful breathing...until a squeak shattered the silence.

“What was that?” Fluttershy whimpered, crashing to the floor as terror pinioned her wings to her sides. Spike looked around frantically, his claws gripping Rarity's leg's tightly. Seeing Rainbow bring a hoof to her face and hearing her groan, Applejack sighed. Moving over to the fallen pegasus, the farm pony said gently, “There's nothing down here that'll harm you sugarcube. Twilight and Starlight were just doing up the castle for Nightmare Night tonight.”

“Starlight did all this herself,” Twilight gestured with a wing to the décor that clung to every wall. Once more she found herself impressed by the craftsmanship, though it did make their task more difficult. “I have no idea how far this goes...I just hope we can find her in here...I don't want anything to happen.”

“If she created this place..then she came here to be safe,” Pinkie Pie pushed aside a cobweb, revealing a dark wooden door hidden behind it. Trying to maintain her usually chirpy tone, she added, “Nothing's gonna hurt us.”

Pinkie's words would have reassured the group, but a light shuffling sounded from the mass of webbing above them. Startled, they quickly found themselves wrapped together in a tight huddle.

“W-What's up there?” Fluttershy squeaked, burying her face into Rainbow Dash's mane. Contrary to her earlier reaction, Rainbow wrapped a hoof around the yellow mare, for her own comfort as much as Fluttershy's. Raising her head, she tried to detect any small movements. Unable to see anything through the dense layer of webbing, she gave up and turned to Fluttershy once more. In an effort to sound more confident than she felt, she chuckled and flicked a hoof dismissively. "Probably just a spider or two." Of all the thing's Fluttershy was afraid of, a 'cute little spider' was not one of them. “I mean...it is a big spider web after all.”

Hearing this, Spike hid his face in his claws. "That doesn't make me feel better." Up until now he had been able to just barely avoid thinking about what would obviously be lurking within a spider's web. He soon found himself swept up into Twilight's hooves. Bringing him down here had been a horrible oversight on her part, but it was now too late to send him back.

Using her horn, Twilight illuminated the hallway to compensate for the smaller number of torches. Able to see more clearly, she saw that the door in front of them was slightly ajar. Applejack brought her shoulder to the door and shoved the heavy thing open. A loud grating noise filled the entire hallway as the door swung in on itself.

By the light of Twilight's horn, everyone could see the multitude of books strewn around on the floor. Several titles could be seen, including: Merlstar's Arcane Infections, Magical Maladies by Starswirl the Bearded and Curses, Darkness and Monsters by Metalbrook. Perturbed by the subject matter, Twilight stepped into the room. Picking up books as she went, she quickly scanned each one. Behind her, her friends watched helplessly as the studious alicorn tried to puzzle out what was going on in her own castle.

“I don't know what all this m-” she started, only to freeze mid sentence. Her eyes widened, pupils shrinking to pinpricks. She was staring at something over her friend's shoulders, mouth moving frantically but no sound coming out.

Whirling around, everyone strained to see what she was staring at through the gloom. It only took them a moment. The thick ceiling of cobwebs above them was moving, depressing as if something was walking across it. Something far larger than a spider. Something that was stalking towards them.

Backed into a corner, everyone bundled into their only escape. The thing atop the cobwebs increased its pace, as if realising what they were about to do. Once everyone was safely inside, Twilight slammed the door shut. Almost as soon as the door closed, a loud thump sounded on the other side. Whatever was chasing them had crashed against the heavy wooden door. Thankfully, it had held, though now they were trapped. Only Twilight's spell illuminated the gloom,

“What was that?” Applejack demanded, once she had finally caught her breath.

Fluttershy buried her face in her hooves. "I don't think I want to know!" It felt as if her body would shake itself apart. She wanted to be back home, preparing for her own little Nightmare Night tradition with all her animal friends.

Twilight pressed her ear against the door, straining to hear what was happening behind the wood. No sound penetrated the thick door, though it comforted her little. They all knew something was out there, and they had to go through it. Starlight was also down here, probably at the mercy of that...thing. The safety of her friends, all of them, spurred her into action.

“Stay in here...” she said gently, turning to them all. Her voice was commanding, leaving no room for protest...and yet her friends did so anyway. Rainbow was the most vocal. "You are not going out there alone!” she cried, grabbing Twilight's shoulders and shaking her. “If one of us goes we all go! We're a team.”

Gripping Rainbow in her magic, Twilight was about to summon up a retort when she was stopped by the two who had been most terrified throughout the whole venture. Spike and Fluttershy walked over, gently touching their distraught friend's shoulders.

“She's our friend too...” Spike said gently... We'll find her together.”

“It's...It's how we do everything isn't it?” Fluttershy added, summoning the courage to smile softly.

Both were still shaking, she could feel that through their contact. However, they were still willing to stay with her no matter what. Touched, Twilight closed her eyes and listened to the murmurs of agreement from all around her. Glad to have the most amazing group of friends in Equestria, she swallowed her fear and yanked the door open.

The hallway was quiet, though the gloom provided the perfect hiding place. However, Twilight was about to change that. Focusing on the faint, blue torches, Twilight wormed her way into their magical energy. At once, the flames flared and their colour changed from a dim blue to a vibrant orange. Now bathed in a brilliant light, the hallway suddenly seemed much less intimidating. Without the shadows tricking their eyes, it was simply a thick gauntlet of cobwebs. Even the writhing floor was simply a spell that gave the normally solid crystal a more fluid structure, enabling it to move and contort when stepped on.

Movement caught Twilight's eye and she tensed, preparing a spell to ensnare whatever was tormenting them. From behind a thin cobweb, the dark shape of a large bat sprung at them. Startled by the sudden burst of light, it hissed and spat aggressively at the ponies, causing the group to reel back in alarm. All except Fluttershy. The shy pegasus stepped forward, completely in her element.

Extending her hoof invitingly, she spoke in a soothing tone. "It's okay, we aren't going to hurt you."

As if enchanted by the kind mare's words, the bat settled down. Using its clawed feet, the winged creature clung to Fluttershy's hoof. That allowed everyone to get a closer look at the animal.

“Was this what was chasing us?” Applejack asked, fixing the bat with a critical glare from her emerald eyes.

Rainbow huffed and shook her head. “It can't be, it's way too small. We all saw those webs moving, and besides bats don't walk around.”

“Or smash into doors like that," Pinkie added, tapping her chin with a hoof as she stared between the bat and the door. “Whatever hit that door was pretty big,” she sing-songed, drawing out the pretty to make her point.

Now that it was still, Twilight was taking the opportunity to get a closer look at the bat. It was unlike any bat she had ever seen. Its large, leathery wings were an inky black, as was its fur. Even in the flickering light of the torches, its colour remained mostly constant. Only its eyes, glittering silver with crimson irises, reflected the light of the fire. Suspicion growing within her, she focused her attention on its fangs. Silver, more similar in appearance and texture to metal than actual enamel.

“That's it!” she suddenly exclaimed, slamming her hoof into the ground.Startled by the force of her shout, the bat hissed and flew away, searching for a dark quiet corner to roost in.

“What in tarnation?” Applejack yelped, her hat falling from her head. Rarity caught the hat in her magic before it could gather any cobwebs from the floor below. Replacing the hat on Applejack's head, she turned to Twilight. “I assume you have this all figured out?”

Twilight nodded, rounding on her friends. “I think so. I had no idea this was actually real bu-” she froze as a sharp clattering sounded behind her. This was quickly followed by the thundering of hooves ascending the staircase. Latching onto the sound, Rainbow made to speed after it. Her reckless dash came to a sudden halt as she found herself yanked back by the tail. Twilight had grabbed her tail with magic.

“There's no need...I...I know exactly where she's going...” Twilight murmured, sorrow weighing down her words.

“She?” Rainbow stilled her wings and descended to the ground. “What do you m-”

“Oh no...” Fluttershy whimpered, the realisation hitting her. This was just what had happened to her. When she turned her anguished gaze to Twilight, the alicorn nodded. “Yeah... It's just like when my spell turned you into a vampire fruit bat...” she started, though Applejack quickly cut her off. “You saying that Starlight is some sort of bat pony? But...you never cast any spells, and that didn't look like a vampire fruit bat to me...It looked, magical almost.”

Sighing softly, Twilight looked down to the ground. Her mane fell over her eyes. This was going to take some explaining, and none of it was good. "It is... I had no idea there was one in the castle... It feeds off magic the same way vampire fruit bats feed off apples.”

“Feeds off magic?” Rarity questioned, shuddering at the thought of her magic being devoured by something so hideous. The experience was sadly one that she could describe first hoof. It was not an experience she looked back on fondly.

Nodding, Twilight pushed aside several cobwebs and started forward with purpose. Explaining while she walked, she said, “I only know what I've read. They're called arcane vampire bats, and they're extremely rare. They feed on all types of magic, but are recorded to prefer unicorn magic. Particularly powerful unicorn magic...which was why it was drawn here. Together, Starlight and I would be like an all you can eat buffet.”

“But how did it turn her into a bat pony?” Pinkie asked, bouncing all behind the alicorn. “Like Applejack said, you never cast any spells like last time.”

“It must have been hungry, starving even... It completely drained her of magic to sate itself. She probably accidentally helped the process along with all her exertion yesterday,” Twilight was talking quickly now as she picked her way through the cobwebs. Meanwhile her mind was racing, trying to remember if anything in her reading had mentioned a remedy. ”I only found a few recorded cases of this, and most of them were proven to be false. If an arcane vampire bat drains the pony of all their magic then they can change, turning into a mix between the two.” Her voice dropped to a bitter whisper, dripping with self loathing, “I should have put the pieces together earlier...when I found her last night...she was icy cold. It's one of the symptoms...I just...never imagined there would be one here. I haven't read anything about them since studying under Princess Celestia.”

Silence fell over the assembled ponies as they digested this information. Uneasy glances passed between them. No one wanted to ask for the one piece of information that Twilight had not divulged. Spike walked up and carefully clambered onto Twilight's back. He then brought his arms around her neck,hugging her gently. “Can you fix it?” he murmured, his voice ringing like a bell in everyone's ears. Breaths were held as everyone anticipated the answer.

Knowing that they were all counting her, Twilight felt her throat constrict painfully. Her eyes welled up with tears, that soon started to fall down her cheeks. A heavy aura of despair hung over the assembled ponies and dragon. No one needed her to speak, yet she felt she owed it to them anyway. “I...I don't know...” she choked out, squeezing her eyes shut and freezing in place. Her shoulders shook with heavy racking sobs, and her cheeks were soon stained with wet streaks.

It felt like the silence lasted for hours. No one knew what to say, locked in their own quiet despair. Despair at not being able to help their sobbing friend. No amount of gentle touches would help, they needed words...and had none to give.

Suddenly, a soft voice caused every ear to strain, as it was almost ensnared by the delicate cobwebs it passed through. “T-Twilight...don't cry...please...I can't bear it,”

Everyone raised their head, even Twilight lifted her tear stained face to look at the newcomer. A gentle rustling caressed their ears, as the cobwebs parted to reveal Starlight. Timidly, she stepped out into full view, averting her eyes as everyone got a good look at her new visage.

Eyes which had once been a sparkling sapphire now burned like rubies, set in a sea of molten silver. Her trademark tri-coloured mane now extended almost to her elbows, and looked in desperate need of a brush. Several cobwebs clung to it, and her tail which was similarly elongated. Her muzzle was slightly elongated, and two long fangs protruded past her lower lip. The fur on her ears had grown long, and curved upwards into thin spike like protrusions. By far the biggest change lay in the addition of two new bat-like wings, each covered in fine hair the same lilac colour as her coat.

Several long, agonising seconds of silence endured while Starlight bore their intense scrutiny. Unable to bear it any longer, she quietly retreated and allowed the cobwebs to once more obscure herself from view. Twilight attempted to take a step forward, but was abruptly in her tracks by a shimmering barrier of magic.

“Don't...I don't want to lose control again...” Starlight whimpered, sitting down and hugging herself tightly.

Applejack stepped forward, coming level with Twilight. “Lose control again? What are you talking about?”

Another soft whimper echoed from behind the veil of webs. Heartbroken by the distressed sound, Fluttershy buried her head in her hooves. At a loss, Rarity gently rubbed the mare's shaking shoulders.

“I'm just... so hungry...” Starlight whispered, her hoof coming to gently touch her still twisting stomach. It felt hollow, as if she had not eaten in days. “I tried eating regular food but I couldn't get anything to stay down... I know what I need...and I refuse to take it. I-I hid down here to hide my appearance...and stayed down here when I realised what I was... I hoped I would have found an answer by the time you came looking for me... I couldn't...and when I heard you all, something just...snapped in me. I needed your magic...I had to have it no matter what. But, then I hit the door and I snapped back to myself again. I'd been hoping to just hide down here until you were done, but then you turned the lights up and I knew I wouldn't be able to. I ran upstairs but stopped halfway. I wanted to at least warn you about the arcane vampire bat, but I couldn't bring myself to let you see me... Then I... I heard you crying Twilight...”

The aforementioned alicorn took a step back at this, her muscles going slack. Her wings drooped at her sides, while all she could do was listen. No one wanted to interrupt, rooted in place as they listened to Starlight's words.

“I...I couldn't bear to hear you cry...” Turning away, Starlight sniffled once, the sound loud in comparison to her quiet whispering. “I...I had to let you know, that it wasn't your fault...that you shouldn't blame yourself...” she paused, and a low sniffle emanated from her position. “You've done so much for me Twilight... This was just an accident. Neither of us could have stopped it. If you'd been down here you would have told me the same thing.”

Shuffling was heard, and the shadow behind the web stood up. As she spoke, Starlight's words were halting, fading out in places and forcing her to repeat herself. She was glad that her friends faces were obscured by the web, or this would only be more difficult. “I...I'm going to go...I can't stay among ponies...All I'll do is...hurt them... “ She let out a soft breath, voice dropping to barely a whisper. “I've got no idea how I'll break this to Trixie and Sunburst...but...I'll think of something...I...I...don't know what but...I'll think of something.” She let out a dry chuckle, no mirth whatsoever present. “Make sure to scare someone in my stead okay? Hopefully I'll see you all again...Thanks for everything.”

Not wanting to prolong the painful process, she turned to leave, her barrier preventing anyone from following. Or so she thought. Fluttershy stood in front of her, a hard stare present in her eyes. Stunned, Starlight staggered backwards several steps. “H-how?" Frantically, she started to back away, stumbling over cobwebs as she did so, to keep the distance between them. Fluttershy ignored this, slowly moving forward.

“I flew into the cobwebs and over the barrier,” she explained softly, raising her cobweb covered wings to prove her point.

Horrified, Starlight continued to try and move away, until she was pressed against her own magical barrier. The ravenous hunger still clawed at her, begging to be satisfied. Determined to keep herself at bay, she pressed herself to the floor, pinning the back of her head to the ground with her hooves. Clenching her eyes shut, she tried to drown out Fluttershy's presence. Maybe then she would be able to avoid her mind slipping away from her. “S-Stop...I don't want to...”

“Hurt any of us,” Fluttershy finished gently, her voice calm and assertive as she continued to advance on the trembling pony. She stared down at Starlight, with pity in her tear filled eyes. “I know...”

“Then stay away from me!” Starlight was pleading pathetically now, extending her hooves to try and keep Fluttershy at bay. Her wails ripped through the quiet hallway, shattering the grief filled silence. “Please! Just stay away.”

“No...” Leaning down, Fluttershy carefully wrapped her hooves around Starlight's body. The warped mare's icy chill sapped the heat from her body, but she refused to let go. “Because that would hurt...” she whispered.

A low gasp burst from Starlight's lips, as Fluttershy's words reached her. Slowly, she raised her head and met the other mare's eyes. Hope shimmered within her silver orbs, glistening inside every tear that clung to her eyelashes. Leaning down, Fluttershy gently pressed her nose against Starlight's cheek.

“I've been here...” Starlight's ears twitched, and Fluttershy nodded to confirm her statement. “I don't remember it well...but I remember it...I know what you're going through...” She stopped and moved her head, smiling down at Starlight kindly. “No one gave up on me...and we aren't going to give up on you...Please...don't try and make us...”

Noticing that the barrier had now dissipated, Twilight gently stepped through. She laid down next to both of her friends. Shifting her head, she aligned herself so that her horn and Starlight's touched softly. For a unicorn, it was like sharing a part of yourself with another and was an essential part in dual spell weaving. This time, it was simply Twilight sharing a part of herself with a friend, promising to never let them go.

“Fluttershy said it as good as any of us could. Applejack's spoke quietly, bringing her hat down and pressing it against her chest as a mark of sincerity. “We aint gonna leave ya, and we're gonna work through this together... Even if we can't cure you, then...” her voice thickened with raw emotion. “You'll always be our friend...No matter what.”

“I agree. Rarity smiled, quickly extracting a brush from Pinkie Pie's mane. Idly removing several of the pink hairs embedded between the bristles, she expertly began to smooth the tangles and fraying from Starlight's mane and tail. Soon it was as it had always been, only with a little added length.

Feeling a gentle tug, Starlight turned to find Rainbow gently examining one of her wings. The appendage was surprisingly sensitive to even the light touch, and she yanked it away with unintentional force. Flashing her an apologetic yet still cocky grin, Rainbow chuckled. “Plus, if you stay like this, I get to teach another one of my friends to fly. I wonder if you'll crash as much as Twilight did.”

Laughing despite herself, Starlight soon felt a fresh new wave of hot tears streaming down her icy cheeks. They were quickly wiped away by Spike, who had no reaction to her glacial touch. In a childish, vulnerable whisper, he muttered, “I don't want you to go...”

Freeing one of her hooves from Fluttershy's embrace, Starlight pulled Spike against her. He accepted her one armed hug gladly, gripping her tightly. Pinkie Pie quickly joined the hug, needing no words to express herself. There was no way she was going to let Starlight go, as her tight embrace signified. Surrounded by those that loved her, Starlight felt her heart swell inside her. Leaving this group of friends would be the most stupid mistake of her life, and it had some stiff competition to edge out.

Suddenly, she tensed. Grimacing, she brought a hoof to her stomach. Surrounded by so many food sources, her hunger redoubled its efforts. Biting down on her tongue, she turned away from them. Another wave of hunger cramps clenched at her gut, eliciting a soft groan to escape her lips. As usual, Twilight had the answer. “Feed from all of us, a little bit each...” she offered gently, “As long as you don't drain us completely, we'll be fine...” When Starlight opened her mouth, Twilight's hoof gently pressed against her muzzle. “It'll be fine... I trust you...we all do...”

Around her, every one of her friends nodded. Overwhelmed by their selflessness, she nodded weakly. Twilight silently volunteered to be first. Opening her mouth, Starlight exposed her long fangs. Biting them felt wrong, a little too macabre for her tastes. Instead, she gently kissed Twilight's exposed skin softly, pressing her fangs against the warmth. She felt the alicorn shiver as the points pricked against her sensitive neck. Energy began to flow from Twilight into Starlight, being absorbed from the point of contact her fangs made. Relief was immediate, and the magic was like cool water on a parched throat. After what was little more than a mouthful, she backed away.

“That...wasn't as weird as I thought it was going to be. I hardly feel any different...” Twilight said, rubbing the skin Starlight had drank from. There was no mark or imperfection there, and all she felt was a slight chill that immediately began to fade. Fluttershy felt Starlight sag in relief against her.

“Really?” she asked with a shaky breath. “Because you have no idea how weird it is to be eating something that's as tangible as air...”

Twilight chuckled and settled back down, pressing her shoulder against Starlight's. “You'll have to tell me about it sometime.”

“Me next!” Pinkie Pie yelled, laying down on Starlight's lap. One by one, she took a little bit from each of her friends. Her hunger now sated, she pulled herself to her feet. This was going to be a long ordeal, but as least she was not facing it alone. A sudden thought struck her, causing her to grin sheepishly.

“Well, I guess I have my Nightmare Night costume sorted,” she said with a half shrug. Her words were met by a round of laughter.

“Try this one,” Twilight suggested, passing another open spell book towards Starlight. The pair were in the library, attempting to weave several complex spells. None were able to revert the changes, not even Princess Luna knew how to do that. Though she had safely removed the arcane vampire bat, deciding to give him a new home in her castle. Between herself and Celestia, the creature would never be hungry enough to drain so much magic at one time ever again. Instead they were trying to alleviate some of the more problematic side effects.

“Okay so... this, this and then...this, Starlight looked at the three books thoughtfully, before stacking the books in what she decided was the correct order. Horn glowing, she melded the magics together and cast the triple spell. For a moment, her body shone brightly then the light dimmed and faded.

“I don't feel any different...” she said, letting one of her shoulders rise and then fall in a half shrug. Twilight rubbed her chin, levitating an apple over to her. Taking the fruit in her grasp, Starlight rolled it around in her magic. Sniffing it once, she backed away. Nothing happened. Suppressing a grin, she took the next step and nibbled the bright red fruit. The tangy sweetness poured over her tastebuds, encouraging her to swallow. For several long seconds, she waited. No revulsion overcame her, nor did her stomach rebel against the intruding morsel. Grinning at their success, Twilight marked off a tick on her checklist. “We'll need to wait and see if it really does contribute anything to your diet...but at least you won't have to go to parties and avoid any food you see.”

Starlight nodded. Feeling bold, she gripped one of the drawn curtains and carefully cracked it open. A single sunbeam fell on her forehoof. Elation filled her as once again, nothing happened. Squirming with delight, Twilight checked off another item in the list. The stark white of the bandage tightly bound around Starlight's other hoof caught Twilight's eye. “You are still going to have to stay away from silver though." She started flicking through one of the discarded books in case they had missed something. It was quickly discarded when she discerned that they had not. “I couldn't find any reference to that at all.”

“I assume most ponies wouldn't have easy enough access to it for the whole thing to come up,” Starlight chuckled. “Overall, this is a definite improvement."

Twilight smiled and hopped off the sofa. Taking care with her injured hoof, Starlight joined her. Stiff from sitting so long, Twilight allowed herself a long, slow stretch. Fluttering her wings, the alicorn pulled over a bundle she had placed behind the chair. “Want to help me into my costume?” Starlight responded with a nod, smiling happily.

Soon after, the pair emerged in their full Nightmare Night get up. Twilight was disguised as a shining paladin, while Starlight was attending as a vampire bat pony. One was just a little more real than the other. For now it had been decided that everyone would just play it off as a magically crafted costume. The truth could come later, partly because everyone would simply assume it was a Nightmare Night prank, and partly because everyone needed a little levity after the day they had all had.

The party was a roaring success. Princess Luna had decided to stay for the festivities, unable to resist the many heartfelt requests from the town's foal population. Several ponies tried to make it all the way to the end of Starlight's hallway, though only a few were successful. Of the ones who had completed the journey, Scootaloo seemed the proudest. Probably because she was being showered in praise by Rainbow Dash. The cyan pegasus had decided not to re-enter the hall, boasting that it would be unfair since she had already completed the trial. Starlight rolled her eyes but decided to hold off on any teasing, for now.

A tap on her shoulder brought her back to the waking world. Spike grinned up at her, holding a glass of apple juice. Living near such a large farm, it was the easiest thing to obtain in bulk. Flashing the young drake a smile, she asked lightly, “So, next year are you going to have four heads?”

Adjusting the two heads on his cerberus costume, he shot her a mock glare. Already having a comeback, he pointed up at her. “Are you going to hang like that all night?”

Realising just what she was doing, Starlight squeaked. Her tail lost its grip on the banister, sending her crashing to the floor with a loud thud. She was really going to have to get that under control...quickly. A familiar hoof appeared in her peripheral vision, offering a her a hand up. Taking the hoof in her grasp, she allowed Twilight to help her to her feet. Not letting go of the other mare's hoof, she pulled the lavender alicorn into a hug. It was brief and feather light, so as not to subject Twilight to her chill for too long. Rolling her eyes in exasperation, Twilight wrapped her hoof around her student and tightened the hug. Pressing Starlight against her, she buried her face into the former unicorn's mane. Spike joined in eagerly, wrapping a his arms around both mares. The castle was going to get a little weird from now on, but that nothing they could not handle.

Author's Note

This is my take on a little Nightmare Night story. Happy Halloween everyone. I hope you all enjoyed my tale. Feel free to comment with any criticisms, or observations you may have. Next time I think I'll leave myself a little more time. Halloween came up on me a little more quickly than I realised.

Anyway, I hope you all have an amazing, spooky Halloween. Have fun everyone, and have a nice day!