Shadows Over Equestria

It was quiet and peaceful in the small town of Ponyville in the depths of the night. Its surroundings were embraced by the soft glow of moonlight, and emphasizing the clear sky were an infinite number of stars that glittered like rhinestones.

Princess Luna continued to surpass all expectations by giving nothing short of an amazing display; it was an enchanting and breathtaking nightscape to behold. With only the distant echo of crickets chirping in the background, it was shaping up to be another uneventful evening.

But that was not truly the case.

Most ponies in their right mind would have already retired into a peaceful slumber, and even the most stubborn colts and fillies would have been corralled to bed long ago. By the wee hours of the night, it was expected that any lights from indoors would be off, yet there were several that remained on.

Not everyone went to sleep at the same time, so it wasn't peculiar for there to be a few night owls residing in the village. Nevertheless, the number of those went beyond the norm. Lights were scattered throughout the entire town, and dark silhouettes could be seen restlessly pacing past their windows.

Out of the minority with their lights off was the Golden Oak Library, and upstairs, sound asleep in their beds, were a fledgling alicorn and her number one assistant.

Twilight subconsciously shifted her position from resting on her back to her side. With her new appendages poking out from underneath the covers, it appeared she was struggling to find a comfortable position to accommodate them.

Spike, on the other hand, was curled into a very comfortable position in his basket, and judging by the elated look resting across his face, he was having a pleasant dream.

Spike had grown up to be quite the looker.

He had once felt small and insignificant compared to everyone else, but that was no longer the case. Standing a few feet taller than before, he now towered proudly above those who had once exceeded him. His arms and chest were pure muscle and sinew with a slim abdomen. His overall physique was a sculpted piece of art and with the finishing touches of his slender legs and chiseled chin, he was the ideal prince charming.

He was in the Canterlot Castle ballroom during a momentous evening, dancing with the mare of his dreams while wearing a dashing black suit with a bedazzled red bowtie. He swept and glided her across the marble floor with the grace of a dancing connoisseur and saw to it that he indulged her every need like any true gentleman should.

As dapper and handsome as he was, his appearance paled in comparison to hers. She was a captivating goddess, and her beauty was only enhanced by the glamorous powder blue dress she wore, along with the aquamarine accessories that shimmered across her softly defined curls.

Surrounding them in groups from the edges of the dance floor were many others that were there for the formal occasion. Judging by their appearances and the way they carried themselves with refined and aloof expressions, they were undeniably the pompous locals of Canterlot. Each noble silently watched the dancing couple from afar, several among the crowds showing their curiosity. Some even leaned in to whisper a few words to those beside them while watching them pass.

Spike noticed such public gestures did not go unnoticed by Rarity, who snuck a glimpse into the crowd that had quickly formed around them. She was never one to oppose being the center of attention and appeared amused by it all, but he could trace subtle hints of modesty in her eyes before she leaned in.

"Spike, don't look now but I think just about everypony in this ballroom is watching us." Her soft whispers lightly tickled against his neck and followed with the most delightful chuckle. He smiled and gently twirled her attention away from the crowd to facing him.

"Of course they are. They know real beauty when they see it." Judging by the blush that spread across her cheeks, Spike knew he succeeded in charming her.

"Spike, stop. You're making me blush." Rarity giggled as she brought out her decorative fan and lightly flapped it to soothe her nerves. Spike could hardly keep himself from grinning. It never failed to be adorable whenever she was flustered.

"Why should I when it's only the truth?" He brought her in closer. "You're my most precious treasure, Rarity, and no gem in Equestria could ever compete with your beauty." His speech came from the depths of his heart, but such an affectionate proclamation left her speechless and incapable of giving a proper response before her eyes softened and tears quickly formed.

"Rarity?" Spike took notice and grew concerned. The last thing he ever wanted was to make her cry. "I-I'm sorry. Was it something I said?"

"N-not at all... I mean, yes it was, but..." Rarity almost choked on her words, but steadied her tone and willed the tears back before the makeup surrounding her eyes was ruined. "Oh, Spike... that is the sweetest thing I've ever heard. Nopony has ever said something so special to me."

The warmth that radiated from her smile was encouraging and even a little contagious. Spike couldn’t keep himself from smiling with such great joy as well. Not only was he dancing with the most beautiful creature of them all, she also favored and returned his affections! Such fulfillment made him feel like the luckiest dragon to ever live, and he chose to respond in a way that Rarity was least expecting.

"Well, I'm not just anypony. I'm a dragon." In one fell swoop, his claws wrapped around her waist and lifted her up. Rarity let out a surprised yelp, but upon looking down and feeling his secure hold keeping her upright, she smiled and chuckled happily while being gently spun around with him.

The public soon faded from their sight before the surroundings around them changed. Instead of a couple dancing in a castle ballroom, they were now surrounded by clusters of diamonds. The marble pillars that supported the castle were now towers of precious gemstones, and where the crowds once stood were instead piles of gold bits in abundance.

"Oh, Spikey Wikey~" Rarity cooed while resting her hooves around his sides after being gently placed back on the ground. "You are the most charming dragon in all of Equestria."

"And you are more divine than Princess Celestia and Luna combined,” he said as he felt Rarity rest against his front. Without any question or doubt, he knew she had been wooed over by him, and he quietly watched as Rarity's eyes closed while they continued to dance in a slower pace.

This was all he had ever wanted, and so much more. It was nothing short of a dream come true, but as he silently studied the perfection that draped against him, the bright lighting that once surrounded them started to rapidly flicker and interrupt his blissful daze.

Spike stopped in place and looked toward the stalactite of diamonds. Once beautiful and crystal clear, he watched as the gem-embedded ceiling darkened until it became a sky blacker than night. Rarity continued to move in a waltz but looked up upon discovering her partner was at a standstill.

"Spike? What's wrong?" she asked, but never received an answer. His eyes narrowed; his attention was no longer devoted to her. His gaze shifted away from the ceiling to the floor and saw their shadows were also darkening, which aroused his suspicion. Something wasn't right. He could sense something was amiss and the sudden shift in mood made him feel all the more uneasy.

A gasp of surprise came from a startled Rarity as shadows crept in from all corners of the once sparkling floors and out of places shadows should not have been able to materialize from. It was as though the dimming lights were betraying them. Each corner of dark space fiercely collided itself with the others and soon formed into a large, encroaching blanket of darkness that trapped them with no means of escape.

Feeling Rarity tightly cling against his front was motivation enough to protect her, and immediately he stepped in to shield her from the dark force. Although his actions were noble, it wasn't enough to deter the darkness from advancing, and instead of backing down it quickly rose above them like a wave. Both cried out when the black swell crashed down and swallowed them whole, but before they were completely immersed, a powerful force collided against it. What at first felt like an eternity of pain and sorrow lasted only for a few seconds, before the darkness was driven back by a bright magenta aura.

Dazed briefly by the dark shroud, the couple soon came to and turned to the source of intervention. Much to their delight, standing before them was Twilight, and stopping by her side were their other five friends. Unaware that his chivalric features were no longer present and he was back to his scrawny form, Spike rushed over to the alicorn's side.

"Twilight! Am I glad to see you,” he expressed with relief, as though a weight had been lifted off him.

Twilight's alert stance shifted from the evident threat to below, and her hardened gaze diminished once she saw who was beside her. She smiled and raised her front hoof to brush across the top of his head.

"Me too, Spike. I'm sorry we took so long to reach you, but we're here now,” she reassured before turning towards Rarity, who was no longer wearing her fancy dress. "And I think it's time we put an end to all of this."

Rarity nodded with a presence of vigor in her eyes before quickly leaving Spike's side to join the five. As soon as she stood with them, magic unleashed itself from Twilight's horn. A blinding glow outlined her body and the others one by one, before they all began to levitate. It was as though they were summoning the Elements of Harmony, but no jewels adorned their necks, nor the crown atop Twilight’s head.

"Together!" Twilight cried.

Spike moved out of their range of attack and cheered them on from the sidelines, but no sooner than he started did the glow that once enveloped them start to flicker until fading away completely.

A mixture of shock and confusion crossed Twilight's features once the light of magic had completely faded away, and before any of them could land or react, the dark accumulation that had once receded from Twilight's attack regained its strength and fought back. Barbed limbs launched from its murky depths, ensnaring them all effortlessly.

Spike watched in horror as his friends cried out in defiance, only for their bindings to tighten the more they struggled. When either Twilight or Rarity resorted to their magic, the appendages that wrapped their torsos quickly shifted and also covered their horns. This proved to be enough to repel and stop their magic, and the same happened with Rainbow Dash, Applejack, and Pinkie Pie's efforts: when they tried fighting back, their hooves and wings were simultaneously bound. As for Fluttershy, even though she hadn't budged an inch since she was captured, her wings had been encased anyway.

His legs were quivering underneath him, but seeing and hearing his friends in distress persuaded Spike to move. He ran after the others as fast as his short legs could, only to watch with horror as his friends were forcibly dragged across the ground like worn saddlebags. At its base, the dark sludge morphed itself into a flat and massive pond, growing larger the closer they came to reaching it.

The closer Spike came to reaching the others, the faster and harder each dark tendril tugged his friends out from his reach at the last second, proving only to frustrate and discourage him as the endeavors continued. He couldn't compete with such speed no matter how hard he tried, and even a single pause proved fatal to his friends, who were quickly disappearing before his eyes.

One by one they were being pulled into the dark depths as though they were being drowned. Fluttershy was the first to go, then it was Pinkie Pie, and following after were Applejack and Rainbow Dash.

When he saw Rarity was next to be swallowed by the sinister pool, Spike forced any doubt that tried to surface and used all the energy he had in running after her. With four out of his six friends already taken away from him, he was determined to save the mare he favored. The distance between them was soon cut down and by some miracle, his claw managed to brush across one of her hooves.

He was just a grasp away from saving her, before the darkness that persistently held on yanked her out from his reach, causing him to trip and fall. After his brief collision with the ground, Spike quickly rose to the sound of Rarity’s screams, and what he saw only made his heart shatter into several pieces.

The fear that flowed from her eyes was too painful for him to bear, and it only made him feel more powerless when she cried out his name, while trying to reach him with those eyes that desperately pleaded and held on to the hope that he would still be able to save her.

He watched those hopes disappear at the last moment when she was forced under like the others, leaving Twilight as the only remaining survivor, but she was quickly about to join the others' fate. He would not allow it! While losing Rarity was life-shattering in itself, the last thing he wanted was to lose Twilight, too!

Rushing after her with the little energy he had left with one powerful leap, not only had he reached her, but also managed to grab one of her hooves. Despite losing the use of her horn and wings, Twilight still managed to fight back the dark essence long enough to buy herself more time than the other five had. No matter how tired or hopeless she must have felt, Spike knew that she would continue to struggle to escape.

That was, until she saw he was now holding on along for the ride. His strength was so little compared to the force of darkness dragging her away, and he saw the concern that quickly presented itself in her eyes. “No!” He yelled. “Don’t say it…”

"Spike, you have to let me go!" she cried, only for him frantically shake his head when his fears came true. Why did she have to say that? He was fine! She was the one in trouble!

"NO! I...I won't let you go!" he cried back as something warm and damp threatened to surface from out of his eyes. "You're all I have left. If you go, then I go too!"

The sheer depth of distress behind her words struck him more than even his own, but in such a way that caused his fears to escalate when he saw her eyes moisten. What was she thinking about now? She still wasn't going to try and convince him to let her go, was she? She wouldn't! But then he saw her slip a calm and loving smile towards him, one that made him almost break down. Anything but that smile.

"I can't let you do that in good conscience."

"S-stop!" Spike choked on his words, the willpower he once had over his emotions slowly waning.

"Spike... let me go. I'll be okay, I promise," Twilight reassured softly before managing to force her other forehoof through the burdening weight of the sludge, and shoved him away.

"TWILIGHT!" Spike cried. His grasp on her hoof was quickly lost and he fell back, but in the end, her noble act of sacrifice wasn't enough to stop him from seeing the beaded trail of tears that were left in her wake.

His body slowly went numb as he watched the alicorn who felt most like his family drown in the dark marsh, and he felt the will to stand abandon him altogether. When he collapsed to his knees, the tears came out all at once in a nonstop downpour.

Spike was often afraid of being alone, but he never knew how isolation felt until the moment he had lost everyone. It was a cold and empty feeling that he wouldn't want to wish on his worst enemy, one that he would do anything to get rid of, but at that moment all he wanted to do was curl up into a fetal position and lay there. Do nothing else but just lay there, which was what he did, but as depressed as he felt he couldn't bring himself to fully admit that his friends were gone.

With the little hope that was left while laying there, Spike waited for them to return. It didn't matter if he had to wait for a whole day or even a whole year, he just wanted his friends to come back against all odds, like they always had before.

But nothing happened. Not a single hint of life rippled to the surface.

Just as he felt like all hope had been lost, the dark pool finally circulated with signs of movement from below. Spike stopped and watched hopefully as the ripples continued to escalate. He was soon met with the silhouette of what appeared to be a single backside that had begun to rise from the bleak reservoir and was followed by others until he saw there were six in total.

The tears stopped and his eyes brightened when he stood. Without a second thought Spike ran towards the pool for his friends, never feeling so happy in all of his life, but as he got closer he noticed something was off and stopped.

In front of him, each body began to elongate beyond the shape and proportion of his friends and made him realize these bodies were far too long and wide to be Twilight or the others. This led him towards a chilling conclusion.

These were not his friends. What surfaced before him was something else, altogether. Something dark and wicked.

Rising from the murky depths and dripping off their bodies like sludge were dark shadow creatures that appeared more horse-like than pony. Their round, soulless purple eyes glowed intensely but all he could feel radiate from them was gloom and despair. Their numbers only continued to expand beyond the six that appeared and kept surfacing until he lost count. It was already overwhelming when there were six of them, but now? All that he knew was he was now very much outnumbered and unprepared for this.

All Spike could do was cower at the sight before stepping away in the hopes of not being seen, but when he turned away there was something in the sky that caught his attention.

Both sun and moon appeared in the overcast sky, only to be covered by shadows like two eclipses. When both celestial bodies were completely absorbed by the darkness, they reappeared as a pair of amber orbs with red slit irises. As if they had gained sentience, the eyes moved in perspective until they stopped and were now looking directly at him.

Rumbling around him from all corners like an earthquake emerged a loud demonic laughter powerful enough to fracture the earth. Spike realized too late that he was standing in the middle of a chasm, and his stomach abandoned him when gravity pulled him down into the wide, deep fissure. He plummeted down the fatal depths with only the echoes of his cries following him.

Spike shot up from the comforts of his bed in a startle. One claw held the covers while the other tightly clutched his chest for dear life. Covered in a thin layer of sweat, his heart raced with the adrenaline pumping through his body. An intense tightness grew in his chest, causing the claw that was resting against it to stiffen and his whole body to go rigid.

Breathe. He needed to breathe.

Thankfully he hadn't forgotten how, and with each deep inhale and exhale Spike was on his way to calming down, but it proved to be a challenge. Anxiety filled every part of his being and it dulled all of his senses as a result.

Apart from his thoughts being clouded by anxiety, his mind was a blank slate upon waking. Any reason or understanding he may have once had for his outburst was now lost through the murky confinement of sleep, leaving him reeling and confused by what now felt like such a sudden and random bout of apprehension.

This didn't last for much longer before his ears picked up on the sound of a muffled voice that tried to reach out to him, followed by feeling something firm resting across one of his shoulders. Although both voice and touch had been gentle, he still heard and felt it. How had he not noticed either until now?

It wasn't until after he regained his senses that he noticed there was something, or someone, blocking his field of vision. Even though he was normally able to see in the dark, the only thing he could really pick up on was that he was facing the front of something with a warm and soft coat. When he finally lifted his head, his gaze met with the worried violet eyes that belonged to Twilight Sparkle.

“Spike! Are you alright?” was the first thing he heard the alicorn ask, the relief in her tone short-lived when the cries that abruptly woke her from her sleep and were the cause of his trembling state served as a reminder for her concern.

Spike, in a dazed expression, was unable to bring himself to speak at first, but seeing her face and hearing her voice caused his body to tense up all the more and his eyes to widen in shock.

Everything came back to him all at once. The romantic atmosphere he had shared with Rarity at the ballroom and everything else that came with it. A fantasy that became a living nightmare by the endless wave of darkness that had tried to capture them, and ended up taking away his friends and those he held dear. He had watched each of them be taken away against their own will, only to follow a gruesome demise through submerging into the dark abyss itself. The dark soulless creatures that had surfaced after, which had held such a somber presence that had chilled him to the very bone, and those eyes that had appeared in the sky... all of it had been terrifying, but none of it could compare to what he’d felt after losing Twilight.

All that he had seen felt far too real to have not happened and yet there she was, sitting in front of him ready to comfort and hold him whenever he needed it. Twilight was alive, and he had never felt so happy as tears quickly formed and spilled down his face, which startled her when Spike pressed against her front and held onto her tightly.

"Spike?" Twilight blinked and looked down. "What's wrong?"

She never got an answer. All that she received as a response was the damp sensation across her front from his tears and the uncontrollable sobs that had been building up. What caused Spike to get this upset went beyond her understanding, but she did know that it must have been something serious. He rarely cried, which was more than enough of a reason for her to be concerned, but decided to wait for him to calm down before asking him anything further. She comforted him by returning his tight embrace and gently rubbing his back as he sobbed.

This went on for a few more minutes before the tears and sobs finally started to subside to only the occasional sniffle. Twilight took this as the opportunity to speak and gently pulled him away to see his eyes were red and swollen.

"Feel better?" She only received a blubbery snort from Spike, who slowly nodded and wiped his arm across his snout. Seeing him try to rub the snot across his arm caused her to inwardly cringe before she moved away and stood.

"Hold on. Let me get you a few things to help you calm down." She said before gliding off the edge of the bedroom balcony to downstairs. She returned shortly after levitating a tissue, a cold glass of milk, and a single ruby she had taken from the hidden gem stash in their pantry. She had to keep him from eating himself to having a stomach ache, after all.

Normally Spike would not have indulged in such a maternal kind of gesture for the sake of his pride, but after everything that happened to him during the dead of night, he decided to make an exception. He thoroughly wiped his nose with the tissue, earning a small smile from Twilight while he sipped on the milk and lightly gnawed on the gemstone.

"Now, what happened?" she asked. "I woke up to you crying out and writhing in your sleep. It took me a couple tries to wake you up."

He hiccuped into the glass once before speaking. Had it all been just a dream? No, it had all been a horrible nightmare...

"I... I was having fun. You and the others were there too, but then there was an attack..." One claw returned to clenching his covers while retelling his nightmare. "An attack of darkness that took you all away... and there were these shadow ponies that r-returned in your place. You... you all drowned and—" Spike was unable to say much more without choking and returning to hugging her with a few more tears and sobs, causing Twilight to return to stroking his back. A lot of what he experienced had been abridged to just the important details, but she had a pretty good idea about how and where all this anxiety came from. Nightmares were never a fun thing to have.

"Oh, Spike. It's okay."

"No it's not! I-I was all alone. There was nopony left."

"Nothing bad will ever happen to us,” she said reassuringly while bringing him closer. "And that's a promise."

"I'll be okay, I promise,” echoed Twilight’s voice in his thoughts, causing him to pull away from her chest and look at her.

“That was what you said, too,” he said, confusion resurfacing across her face when he dipped his head back down.

“What?”

“I tried to save you but since I wasn’t strong enough to do it alone, it meant that I would follow you to the same fate, so you told me to let go and promised that you would be okay… but you never came back after that. Even after you promised…”

That did sound like something she would say, Twilight couldn’t deny that. She would have prioritized Spike’s life over her own in a dangerous situation, but something crossed her mind, causing her confusion to fade into a smile.

“I see, so you would believe the dream version of me over the real me?” she asked, catching the dragon off guard as he looked back at her. When he did, she rested one of her front hooves atop his head, playfully flattening some of his spines in the process.

“Nothing is going to happen to the others or me, I can Pinkie promise you that.”

"R-really?"

"Really." She continued to smile and even made the effort to gently poke her eye. "Besides, remember the story of the Pony of Shadows?"

"Yeah, why? I-I thought you said that was just an old ponies' tale?" he said, a sudden rush of panic returning to his voice.

"Exactly. If the Pony of Shadows themselves isn't real, then how do you expect the shadow ponies in your dream to be?"

"I-I don't know... how do you explain King Sombra?" Spike asked, causing Twilight to nearly double take. Where had that come from?

"What about him?"

"Wasn't he a shadow pony?"

"He was a unicorn turned into shadow and banished by Princess Celestia and Luna's magic,” she corrected. “He was never a shadow pony to begin with."

"Then what about Nightmare Moon? She could morph into a dark wisp, couldn't she?"

"Spike..." Twilight started with a sigh.

"And Queen Chrysalis. I mean, she isn't a shadow pony, but she could change into one if she wanted, I bet."

"There is no such thing as a shadow pony, Spike, and even if there was, I would have learned about them through my prior studies with Princess Celestia."

"Huh. I guess when you put it that way, you do have a point..." Spike trailed off, but still could not help but cling to the little doubt that remained. They lived in a magical land, so was there really anything that was impossible? Twilight was quick to note his immediate silence and gently lifted his chin to look at her.

"Believe me, if there were any shadow ponies in Equestria, we would have discovered them by now, so I can assure you that you have one less thing to be worrying about." Her words appeared to be finally sinking in for Spike, judging by the small smile he gave her.

"Okay,” he finally conceded while Twilight shifted to glimpse at the time above her bed. Half past midnight. Well that wasn't as bad as she thought. They still had a chance to have a full night's worth of rest before sunrise. On top of that, with Spike's own sleeping habits, she was certain that he'd get more than that.

"We should get some sleep. We're meeting with Princess Celestia and the others in Canterlot during lunch, remember?"

"Oh yeah, that's right." Spike acknowledged while he finished what was left of the ruby in one bite, leaving the rest of what he said a little garbled as he chewed. "Are we finally going to set up some of the festivities?"

"I don't know. I imagine we're going to continue to discuss a few more ideas before we make any final decisions. We also have to make sure that Princess Celestia approves, before we can start setting anything up. She may have asked for our help, but this was her idea." While speaking, Twilight helped situate Spike back under the blankets of his basket bed before pulling the covers over him with her magic.

“Well, if there’s anypony that can organize an entire festival in Canterlot, it’s you.”

“Why thank you, Spike.” Twilight answered, and chuckled with amusement before she leaned in to give him a nuzzle. “Now get some sleep.”

“Okay…” Spike said while he tried to stifle a yawn, his puffy eyes starting to feel heavy, slowly closing after the soothing effects of the milk he drank and the reassuring words of Twilight began to take effect.

Twilight returned to her bed and crawled back under the covers, trying to settle her wings back into the most comfortable position possible. A soft relaxing sigh soon escaped from her lips once she was surrounded by the soft bed sheets and felt herself start to drift off to the faint but rhythmic sound of the clock from above.

Tick tock.

Tick tock.

Tick tock.

Tiny footsteps padded lightly across the floorboards in the direction of her bed, before something climbed up and shuffled across her mattress. She shifted a little, only to be lightly tapped on the shoulder.

“Twilight?”

Tick tock.

“Twilight, are you awake?” Another tap followed, continuing to persist until she sat back up in bed, now awake from her light sleep.

“Spike, you really need to go to sleep.”

“I know and I want to, but…” He hesitated and quietly averted her gaze while awkwardly rubbing his arm. “Do you think that maybe just for tonight I could… you know, sleep with you?” When he looked back and saw her curious gaze, he quickly backed up what he said with more bravado. “I mean, I know that you said shadow ponies aren’t real, but I thought maybe if we both slept together we would both feel better in the morning.” He ended his explanation with an innocent smile, causing Twilight to inwardly shake her head. Didn’t he mean it would help him feel better?

“Alright, come on.” As she smiled and pulled the covers back, Spike practically dove underneath the covers and rested next to her on the left side and helped her pull the covers back. Twilight rested back on her side, her head back against her pillow.

“Goodnight, Spike.”

“Goodnight.”

It didn’t even take either of them ten minutes before both alicorn and young dragon soon drifted back to slumber next to each other, neither of them waking again until after sunrise.