The Faces we Share

by Waxworks

Rating: everyone
Tags: Rainbow Dash, Horror, Pinkie Pie, Zecora, Applejack, My Little Pony: Friendship is Magic
Length: 7100

Rainbow Dash gets a new mask from Applejack. It's ugly, but she wants to scare some ponies with it. However, there seems to be more to the mask than she knows.

Applejack is cleaning her attic and finds an ugly mask. She offers it to Rainbow Dash and Pinkie Pie, because they enjoy pranking ponies. Rainbow is first to arrive to check it out, and finds out there seems to be more to the mask than Applejack knew.
She has to have it, and she can't wait to try it out.

Published 2017-08-06 01:10:07 UTC
Last updated 2017-08-06 01:10:07 UTC

We all wear masks.

The blue streak zipped to and fro across the sky, kicking clouds here and there, and pushing others to different locations. She moved so fast the eye saw a rainbow pattern behind her as she went, her multicolored mane smearing from her speed. When she finished what she appeared to be doing, she grabbed one final cloud she had left behind and pulled it along with her. She carried it to a spot overlooking the bustling heart of Ponyville’s market, and lay herself down on top, peering down at the busy ponies below.

“Work done with a good three hours to spare. Not bad, if I do say so myself. Now to find Applejack,” Rainbow Dash said.

Applejack had promised to show her something amazing she had found in the Apple family’s attic. Something old that Applejack thought Rainbow might get a kick out of. She hadn’t provided any details beyond that, but the anticipation was killing Rainbow.

Rainbow hovered above town, peering at the various shops and stalls, floating along at a casual pace until she spotted the telltale orange of the apple pony’s flank sticking out from under a green awning. She kicked her cloud apart and zipped down to land next to Applejack.

“Hey AJ! I’m all done my chores, whaddya got to show me? I’ve been waiting all night to see it!” Rainbow said.

Applejack was facing away from Rainbow, and she bent down to a bag on the ground when Rainbow landed. “Well Rainbow, I can show you what ah got, but do you think ye’re ready for it? It’s pretty awesome.”

Rainbow clopped her hooves together in excitement. “Of course I’m ready! I’m the most ready pony ever! Is it a weapon? Is it an old photo of the Wonderbolts? Is it a Wonderbolt uniform from when they were just starting? Come on, AJ, don’t leave me hanging!”

Applejack fussed with something in the bag, stood still for a moment, then whipped around and shook a hoof at Rainbow Dash and yelled; “BLUH!”

Applejack had on a mask.

Rainbow jumped in surprise at the noise, then yelled in fright at the awful face that Applejack was wearing. It had a blunt nose with wide nostrils, a mouth filled with uneven teeth, and was given the appearance of suffering from harsh boils and sores that covered it. The mane was grey, yet smooth and shiny, in a way that gave the impression it had been covered in grease or oil. The most striking thing about it, however, was the presence of a third eye that was bleeding from the forehead. The eye wasn’t the same colour as the other two, and stared upward, while the other two stared forward.

Applejack laughed and pulled the mask off after Rainbow’s exclamation. “Haw! You sure gave a leap at that one, Rainbow!”

Rainbow tried to brush it off. “Just surprised me with your yelling is all. But sweet Celestia, AJ, that thing is awful. Why was it in your attic?”

“I think it came from great-uncle Rotten Apple. He was big into carnivals and circuses. His signature thing was juggling apples, and eating them while he did.” Applejack looked at the mask for a moment, then laid it down on her apple cart. “The mask was in a box with some of his other circus-themed effects that Goldie Delicious sent us a while ago. Said she didn’t want ‘em and to give ‘em away quick as we could,” Applejack said. “She seemed real eager to get rid of ‘em, too. Not sure why.

Rainbow looked down at the mask, then back at Applejack. “You’re giving them away? Can I have the mask, then? That thing is awful! It’d be great for pranks!”

“Well, once Pinkie Pie gets here to have a look, you two can decide who gets it. Ah figured the two a you would enjoy it the most, but I wanted ya both to have a chance at it. You were just the first one here,” Applejack said.

“You offered it to Pinkie Pie too?” Rainbow said. “She doesn’t scare ponies, she just gives them presents.”

“Nah, she knows how to do a good scare when she puts her mind to it. But either way, you’ll just have to wait until she has a chance to see it, alright?” Applejack said.

Rainbow Dash rolled her eyes in exasperation. “Fine. Can I at least try it on until she gets here? I’d like to see how it fits.”

“Be mah guest. Just don’t you go too far, y’hear?” Applejack said.

“Yeah, yeah.” Rainbow had already picked the mask up off the counter. She looked at the ugly front, with its misshapen features. It was the nastiest thing she’d seen in a long while, and she absolutely adored it.

Images of what she could use it for were flashing through her head. She could drop down behind ponies and scare them. She could make creepy voices and peer around corners. She could even just leave the mask somewhere, hanging by a rope or a thread, waiting for some unfortunate pony to come along and see it, then shriek in surprise. The possibilities were endless.

Rainbow turned it around and looked at the inside. The straps that went over the head were obvious, and were threefold in order to hold it tight against the muzzle, and keep it from slipping down. The inside had holes in the nostrils for breathing, and thin slits below the mask’s eyes for her to see through. It smelled faintly of apples, which she attributed to Applejack, but also a little bit light ozone. She smelled herself quickly to see if she was exuding that herself, but no, it was the mask. How odd.

Rainbow slipped the mask on over her face and looked around. The eye slits were about as thing as she had expected, and her vision was limited, but it was good enough to navigate. Breathing was moist, and that would probably become a problem pretty quick, but she only needed to have it on while scaring ponies, and not before or after. It would do its job just fine.

“Lookin’ mighty awful there, Rainbow,” Applejack said from the side of her limited vision.

“It wears a bit tight, but it’s passable. I can probably modify it some if it’s too much of a problem,” Rainbow said.

“Glad ya like it. Walk around some if’n ya like. I’ll find ya when Pinkie gets here,” Applejack said.

Rainbow obliged, and wandered around a bit with the mask on. Ponies gave her weird looks, and some were even disgusted or worried. The latter types of look had her excited. If she could get looks like that just by walking around, imagine if she could sneak up on them! This was going to be so good.

Rainbow wandered off the main thoroughfare and into a side street to get out of the way. She wanted to have a closer look at the straps of the mask. It sat just a little too loose for her slim skull.

She fiddled with it a bit until she was satisfied, then pulled it back on, wiggling it a bit to get it into position. Once it was back in place, she looked around, then grinned and turned back to the main thoroughfare. She looked at the ponies walking past, and that was when a voice sounded in her head.

“Hidden from view, from the lots and the few. What would you like for this poor slave to do?” A voice said.

“What?” Rainbow said.

“Hidden from view, from the lots and the few. What would you like for this poor slave to do?” The voice repeated.

“Uh, who’s there?” Rainbow said.

“The mask that you wear, o’er your face and your hair. All of the rules for you I can share,” the voice said.

Rainbow was confused for a moment, but she caught on. The mask was magical! It wasn’t just a plain old spooky mask. It could do stuff as well! This was the best find ever! Should she tell Applejack? No. Then Applejack might want to sell it. She was already giving it away to her, and Rainbow could have a scary magical mask if she played her cards right. This could be the best and spookiest prize she got yet!

“What can you do?” Rainbow asked.

“I can dance!” A chipper voice piped up. “I can sing, too! I mean, I can even do both if you want me to get fancy!” A pink face appeared in Rainbow’s vision, and Pinkie Pie peered into the eye holes from the outside. “That mask is the ugliest thing I have ever seen! Even uglier than my very first pineapple upside-down cake, and let me tell you! I barely knew what baking soda was at that point!”

“Hi there, Pinkie,” Rainbow said. “I see AJ told you about the mask too, huh?”

“She did! She told me: ‘Pinkie, I have something you should come take a look at. I’ll bring it to market tomorrow and you can see if you want it. It’s pretty ugly, but you might think it’s fun.’ She was right, that mask looks super-duper fun! Can I try it on?”

Rainbow was reluctant to let her try it on. She didn’t want Pinkie blabbing to Applejack that the mask was magical. She’d ruin Rainbow’s Chances of getting it for free if she told her.

“C’mon c’mon c’mon c’mon! I wanna be the ugly one!” Pinkie shouted.

Rainbow pulled the mask off. She took her time, silently hoping Pinkie might get distracted by something else, but with no luck. Once it was off, Pinkie grabbed it out of her hooves and jammed it on her own head. Rainbow winced at the rough treatment of what she considered her new toy, but kept her eye on Pinkie as the pink pony pranced about making snarling noises.

“This mask is pretty neat. It’s a little hard to breath, though,” Pinkie said.

“Yeah, I’d probably modify it a little for times I’d be wearing it for long periods like Nightmare Night. It fits really well, though, and it’s super ugly,” Rainbow said.

“Yeah, it really is.” Pinkie pulled the mask off and looked at it. “Maybe a little too ugly. It gives me an ugly feeling when I look at it, and I don’t want to frighten ponies too much. That’s when it stops being fun and starts being scary,” Pinkie said.

Rainbow couldn’t believe her luck. “So, you don’t want it then?”

“No, it’s too scary,” Pinkie said. “It gives me a nasty feeling.”

“Awesome! I can’t wait to try this thing out!” Rainbow said.

Pinkie hoofed the mask back to Rainbow with a small smile. “Don’t go too overboard Dashie. Some ponies don’t like being scared. You have to let them know it’s a prank sometime.”

“Yeah, yeah.” Rainbow had already put the mask back on and was looking around, trying to figure out how to get the voice talking again. “By the way Pinkie, what do you think of the rhyming it does?”

“Rhyming? What do you mean, Dashie?” Pinkie was walking out of the alley.

Rainbow realized it might not have spoken to Pinkie, nor to Applejack. That would explain why Applejack had been so willing to just give it away. “Uh, nothing. Nevermind. Let AJ know I’m keeping the mask, okay?”

“Will do!” Pinkie bounded away, leaving Rainbow Dash alone.

Once Pinkie was gone, Rainbow again heard the mask speaking in her ear. “Unseen by all, by friend or by foe, then is the time that my secrets you’ll know.”

Rainbow Dash looked around herself. The alley was empty save her, and the ponies walking by in the market weren’t looking down the alley at all. She was unseen, and the mask was speaking. That made sense.

“Okay,” she whispered. “So, what’s your deal?”

The mask’s sonorous voice chanted in her ear with its odd poems. “Keep thyself secret, unseen by your prey, that’s when my powers all come into play. Their fear, it be yours, no matter its source. Make use of it as a matter of course. All of your dreams, be they good or they bad, set those upon them, your nightmares be had. Imagine their terror when you show my face, their fear and their terror will make their hearts race. Remember this secret: stay hidden, stay low. That’s the one time when my powers will show.”

“So… if I have the element of surprise, they’ll be even more scared?” Rainbow said. “That doesn’t sound like much of a secret. That’s pretty normal for scaring ponies.”

The mask didn’t respond, but Rainbow just shrugged. Even if all the mask did was talk in creepy rhymes about how to give ponies a good scare, that was still pretty cool. Maybe that was why Applejack hadn’t decided to charge anything for it. It was a pretty bland enchantment.

Rainbow pulled the mask up so it sat on top of her head, and jumped into the air. She knew just the ponies to give a nice little scare to start off her little rampage around town. She was going to milk this as much as she could before ponies started getting used to it.

She flew off toward Applejack’s farm, where the Cutie Mark Crusaders were in their clubhouse having a meeting with somepony. Scootaloo had wanted to come with Rainbow to see what Applejack had, but she had her responsibilities first, so what better way to share the surprise than with, well, a surprise?

Rainbow slowed down as she got closer to the clubhouse. She flew a quick circle around it to try and spy the girls before she approached. She couldn’t let them see her before she had a chance to spring up and scare at least one of them.

Not seeing any of the three outside the clubhouse, she fluttered down to the ground and lay prone in some bushes nearby. She pricked her ears up and listened to see if she could hear them in their meeting.

“…Ah’m just sayin’ Caramel, that if you’re so tired of ponies tellin’ you to try your hoof at baking, you can always change your name. Mrs. Cake did it. If you want it to better reflect your special talent, that’s perfectly fine. Just somethin’ to consider.” Applebloom’s voice carried out of the clubhouse to Rainbow’s ears.

That was one of the three. The other two must also be inside. Scootaloo said she would be at the meeting, so that was a safe bet, but Sweetie Bell could be anywhere. It was safe to assume she was in there as well. Rainbow would just have to take that chance.

She crept out of her bush, wishing she were invisible or camouflaged to make her approach safer. She fluttered her wings as quietly as she could, and floated up to a window to get a better look. She reached the window, slowed down her flapping and gripped the edge, then peeked up over the lip of the window.

“Caramel, ah just think you need some time to think things over, okay? Take a vacation, think about if you want to change your name, or get a different hobby. You’re not any sort of cook, and you don’t gotta be, okay?” Applebloom said.

“Okay, I understand. Thank you, girls,” Caramel said.

Rainbow watched the four ponies talking it out, but kept her head down as far as she could and still see. She watched as they chatted about possible places for Caramel to go visit, and she waited. They kept talking, and Rainbow kept her head up just enough to peer over the windowsill. The window she was at was to the side, and they were off in a far corner talking and looking at a map on a table, so she wasn’t too worried they’d see her. Caramel, however, with an exasperated sigh, looked away from the table, and straight at the window Rainbow was hiding at! She ducked down, praying he hadn’t seen her. She didn’t hold her breath, her mane was one-of-a-kind in Ponyville. Still, no alert, came. He didn’t say anything. He probably didn’t think her presence was any of his business.

Once it sounded like they were wrapping up, Rainbow poked her head up again to look. She ducked back down when she saw they were walking right past the window, but not one of them said anything, or even stopped to look at her. She lifted her head up again to look, and watched all four ponies just march on past to the door of the clubhouse and bid farewell to Caramel. When they turned around and came back, they walked right past the window and still didn’t look in Rainbow’s direction. She was curious how they hadn’t noticed her, when she was being so obvious, but she wasn’t going to press her luck. As soon as they passed her, she jammed the mask down on her face, and leaped into the clubhouse with a roar!

“Ahhhhh!” The Cutie Mark Crusaders jumped in panic and tripped over each other as they all tried to go in different directions at once. When their eyes fell on the mask, they screamed even louder and bolted for the door.

Rainbow Dash chased them down the front ramp, with Scootaloo flapping her wings as hard as she could in an extra effort to get away. Once they cleared the end of it, Rainbow finally broke down laughing and pulled the mask up off her face.

The Cutie Mark Crusaders ran for a short distance further, screaming all the while, when they finally noticed that their pursuer had stopped to laugh in dirt path. They stopped, one after the other, and turned to look, their faces going from abject horror to confusion, then finally anger.

“Rainbow Dash, you jerk! You scared the apples outta us!” Applebloom said.

“I almost soiled myself I was so scared!” Sweetie Belle squeaked.

“I… wasn’t as scared as they were. They ran, so I did.” Scootaloo folded her forehooves and tried her best to look tough.

“Awwwww, man, you girls just made my day. This thing is the best thing I’ve had since my Wonderbolts uniform,” Rainbow said.

“Is that the mask Applejack wanted to give you?” Scootaloo asked.

“Yep! Ugly as the bottom of a mule’s outhouse,” Rainbow said.

“That’s so cool,” Scootaloo said. “Can I look at it?” Scootaloo held out her hooves.

“Sure, just be careful with it. I don’t want to ruin this thing before I’ve gotten some mileage out of it.” Rainbow pulled the mask off her head and hoofed it to Scootaloo, who grabbed it with an excited look on her face.

“So the first thing you do with Applejack’s gift is come and scare the bajeezus out of us? Thanks, Rainbow,” Applebloom said.

“Hey, Scoots had work, and she wanted to come with me, I just wanted her to see it. Scaring you was a bonus. You were super into your work, too. You didn’t even notice me at the window,” Rainbow said.

“Which window?” Sweetie Belle asked.

“You know, the one off to the left side of the door when you go in? You were in the opposite corner, and I was watching all of you for like, ten minutes,” Rainbow said. “When Caramel left, you all walked right by and didn’t see me even though you looked right at me. I thought you were just pretending at first.”

“But I did look out that window. We thought you flew in the door behind us. There was nopony in that window. How did you hide yourself so well?” Sweetie Belle said.

“I… didn’t? I was just hanging off the edge of it. Caramel looked me in the eyes once. I just thought he was in on it with me,” Rainbow said. “You all seriously didn’t see me?”

They all shook their heads in unison. Scootaloo tried on the mask, but it was too big for her head. She would have had to tighten the straps, but she wasn’t willing to mess with it until Rainbow told her it was okay. She hoofed it back and Rainbow put it back on her head, resting on top of her mane.

“Huh. Well, it worked out pretty well for me. Your reaction was amazing! I got chills it was so good. I need to go scare some more ponies as the night comes in! You fillies have a good one!” Rainbow jumped into the air, waving goodbye to the Cutie Mark Crusaders. Scootaloo waved enthusiastically as she disappeared back toward Ponyville proper.

She had some good plans to scare random ponies in town, maybe put a little fear into ‘em. That scare had felt damn good that she got from the three fillies. She wanted to hear more screaming just like that, and with twilight approaching, now was the best time for just such a thing.

Rainbow Dash sped to town and found herself a nice alleyway between two buildings not far from Sugarcube corner. This was where the buildings were thickest, and offered her the most places to spring from the shadows. Rainbow landed, pulled the mask down on her face, and crept through the shadows. She was hoping for the same inability for ponies to notice her as with the Cutie Mark Crusaders, and she wanted to find a single target. That would be ideal. Rainbow located a spot among some haybales and created a nice hole she could fit in and stick her head out to watch passersby. She got as comfortable as she could and waited, watching.

It being the evening, many ponies had already gone back to their homes, but there remained several who were still out and about. Many of them were in groups, to avoid problems such as Rainbow was looking to inflict upon them, but eventually one came by that was the perfect target for Rainbow’s misguided little games.

It was Golden Harvest, probably coming home from market. She had her saddlebags on, likely filled with various foodstuffs, but most importantly; all by herself.

Rainbow didn’t want to surprise a unicorn to start with. She needed to get in the groove. Unicorns had bad habits of lashing out with magic when threatened. She knew from experience. Golden Harvest was an earth pony, couldn’t fly away, and couldn’t use magic. Rainbow had the upper hand in every possible way.

First, Rainbow needed to get her attention somehow. She found a bucket sitting on one of the haybales, and gave it a little push out of the alleyway, sending it rolling ahead, right in Golden Harvest’s path. As she had hoped, the pony stopped walking to look at the conspicuous wooden bucket rolling out of the alley. She seemed wary, which was perfect, that was the start of a good scare.

“Hello? Is anypony there?” Golden Harvest said.

Rainbow Dash shook the bales of hay she was hiding behind, rustling and shaking the straw. If only she had some fog, this would be even better.

“Are you okay? Do you need help? I suppose I should ask if you’re a pony at all.” Golden Harvest said.

Rainbow shook the haybales even harder, and was ecstatic to see that a fog was indeed rolling in. She hadn’t even known if it was scheduled for today, but they didn’t ask her to handle as much of the weather around Ponyville anymore. She didn’t care, though, this was getting better by the second!

“I… I can help, but you need to let me know you’re a pony. I can’t risk getting attacked by any wild animals,” Golden Harvest said.

Drat. She wasn’t coming closer. Rainbow needed to do something else. Maybe she might have to speak, but her voice was pretty well known. She was Rainbow Dash after all. If only her voice sounded different! But there was nothing for it, she’d have to make some noise.

Rainbow swallowed, then opened her mouth. “Uuuugh, h-help. I was attacked. Please.” To Rainbow’s surprise, her voice sounded like an entirely different pony! She sounded like a stallion!

She hadn’t expected to sound like a stallion, she was just trying to disguise her voice a little bit to get Golden Harvest to come closer. There was no way she’d done that herself. Did the mask have magic that changed your voice? She’d been speaking with it on earlier and it hadn’t done so, so maybe that enchantment reacted to the user’s wishes?

Rainbow couldn’t think too much more about it, because Golden Harvest was approaching. Her hoofsteps getting ever closer. Rainbow prepared herself, tensing her legs for the big reveal!

When Golden Harvest was right next to the haybales, Rainbow leapt out of the pile with a roar. *AAAAARGH!* She yelled and reared up, stamping her hooves at her prey.

Golden Harvest shrieked and leaped backward, then ran screaming down the street. One of her saddlebags opened as she stumbled in her haste to get away and dropped a few carrots out onto the ground. Rainbow ran after her a short distance, but stopped after several meters, letting the poor mare take off into the now foggy night.

Rainbow couldn’t believe her luck. That was two perfect scares out of two since getting this new mask. It was going so much better than she could have ever hoped, and now she had to wonder what the mask could do since she knew she hadn’t been the one to change her voice to a stallion’s voice. This magical mask did have some powers after all, and she intended to test it to its limits.

She hadn’t told it to do anything, it had just done it, listening to her unconscious wishes. Or so it seemed. The fog, her voice… It was all very convenient that they happened just when she needed them to. Not to mention, she wished she had been invisible while sneaking up on the Cutie Mark Crusaders. That might have been the mask’s magic as well.

All sorts of ideas on how to use this new magic swam through her head. Ways to set up traps and lure ponies into them. Curiosity on how she might change her appearance to be even more frightening, or even just make herself more sneaky or unassuming. Her rainbow mane and tail were a dead giveaway, but if nopony knew it was her, then she could get away with so much more!

Excited at her prospects, Rainbow just knew her next scare was going to be big. She was going to see if she was right about the mask, and if she was right, then she was going to be testing just how far things could go, and just how powerful her new mask really was.

With Golden Harvest alerting ponies nearby to her presence, Rainbow jumped into the air and flapped away from the scene of the crime.

Was it a crime to scare ponies?

No way. That’d be dumb.

Nevertheless, she figured it safest to move elsewhere and find a new place to test her mask. She flew off to the opposite end of the Ponyville market and alighted on a rooftop. From her vantage point, she scanned the area for any pools of light that might betray the presence of a lone pony out at night.

She spotted one; a stallion. He was all by himself walking along the road with a lantern swinging next to him, held in the glow of his magical grip. He was a unicorn, and that would make him a difficult target, but with her new knowledge, Rainbow figured she could take him. She glided along the roofs, keeping pace with the stallion, and when she figured she was close enough, she started planning just how she was going to scare him.This time, she figured she should build up to the big reveal instead of making the reveal the only part of the scare.

She thought about what she would need to make it a good scare, and tried willing the lantern light he was holding to go out. Nothing happened, so she tried concentrating again. Had she been seen? The mask said it wouldn’t work when she was being watched. She had to be hidden. She glanced about but saw nopony, so why wasn’t it working?

“I see your target, the choice that you’ve made, but I can do little until he’s afraid. Put out his lamp, extinguish the light. Until there is fear that’s outside of my might.” The mask’s sing-song voice spoke to her in her ear.

Fear? He had to be afraid for certain things to work? That was a weird restriction, but it made sense. Rainbow tried testing the limits, seeing what it was capable of doing with him just being unaware of her presence. She willed herself invisible, and that worked. That one must be simple. It didn’t add anything to the scare-factor until she performed some spooky action, so that made sense. Changing her looks wasn’t possible until he was scared, and she couldn’t make any more fog just yet.

Once Rainbow figured she had a grasp on the limits of some effects, she willed herself invisible again, and followed behind the stallion. His cutie mark was a safety pin, and Rainbow thought she’d seen him at some parties, but she didn’t know much about him. She didn’t need to to scare him. She got behind him and started walking loudly, making sure her hoofsteps were just off-sync with his, and loud enough to be heard.

He stopped walking and looked around, trying to find the source of the hoofsteps. Rainbow stopped with him, waiting until he started up again to once again walk with him. He stopped again, turning behind him to look, then waited several seconds before he started walking once more. Again Rainbow walked with him, stamping louder this time. He stopped and whipped around, waving his lantern, and Rainbow felt the wind from it whizzing past her face, but she kept silent, and stayed still, waiting for his momentary panic to fade enough to move again.

“Hello?” He moved the lantern back and forth, casting its light around to illuminate the marketplace.

Rainbow almost snickered. She had him spooked at the very least. And if he was spooked, that probably meant the mask could do more. She tried to will some more fog, and she was delighted when this time it worked. Fog rolled in from nowhere, and she grinned.

The stallion looked confused and worried, which was perfect for Rainbow’s purposes. She flew off to the side into an alley, and willed herself to change shape. She wanted to give him a real big scare, so she went for a timberwolf. A timberwolf in the middle of town would give anypony a good shake-up. She looked down at her limbs when the transformation was complete and felt a little weird. This magic almost made it feel like she was an actual timberwolf.

Could the mask do that? That would be awesome! Maybe she should try something bigger next time. Like a griffon! She’d always wanted to be a griffon. But that would have to wait. She had a pony to scare!

Rainbow imagined his lantern going out, and this time, she was rewarded when the light of his lantern went out, plunging him into darkness. Rainbow crept closer, her vision being augmented by her timberwolf eyes, their sinister glow the only thing giving off light in the foggy night. The stallion saw her, and gave a jump and a cry. His horn flickered as he tried to make it light up, his panic making it difficult for him to concentrate. When it finally came on, Rainbow was right up next to him, growling in his face. He screamed and dropped his lantern entirely, dashing into the darkness, the light from his horn going out as he ran for his life.

Rainbow Dash laughed, a strange, dry, barking sound in her current form, and began to give chase. The running pony was far too tempting to give up on so quickly, and she loped after him.

“Leave me alone!” he yelled as he ran.

Rainbow casually followed behind, and wished for better vision in the dark. She was pleased when the nighttime, which she had been able to pierce before, now became clear as day, if black and white. While the stallion stumbled through the darkened street, Rainbow dodged and hopped every little box, cart, wall, and post that came into her path with ease.

She let him keep a small lead, but she willed obstacles into his path as he went, blocking off certain routes so he wouldn’t get into the town proper. A haybale here. A crate or barrel there. Ephemeral and temporary objects, but enough to make him choose a path that was steadily leading him out of town, toward the Everfree forest.

Rainbow could have caught him by now, but that wouldn’t be any fun. She wanted the chase! She wanted him to be afraid for as long as possible before she ended it. It would end when she chose, and not before. She had everything she needed to keep him running all night.

She will some power into her legs for the next fork in the road, and leaped ahead of him, landing to one side in order to scare him to the other. She changed form into a hawk and swooped at his head, scratching him on the ears and skull. She changed into a minotaur and swatted him off to the side. There was nothing she couldn’t do! He was afraid! Afraid of her! It was amazing!

They were approaching the Everfree, and the stallion was looking frantically for some escape. He had to know she was herding him there by now, though he didn’t know for what reason. He tried to escape to the left, but she teleported there to scare him back on the path. He tried to go backwards then, but she teleported back and changed into a cragadile, snapping at him to get him to move toward the Everfree.

He balked and tried to skirt around her, but she kept putting herself between him and his escape. She teleported back and forth around him, but she wasn’t making any headway. He was refusing to move toward the forest. He was more afraid of it than he was of her! This was unacceptable to Rainbow. She wanted to be the thing he feared the most! She was scarier than some dumb forest! She had to be!

Rainbow wracked her brain for some way she could be scarier. What did ponies get scared of the most on Nightmare Night? Changelings? Spiders? Vampires? Those were all too tame. She needed something horrifying!

Rainbow grinned as she settled on something she could do that would make even the most stalwart of Celestia’s guard weep in fear.

The stallion almost looked relieved as Rainbow melted into the grass beneath their hooves. He lurched forward to try to run, but stopped as the ground rumbled beneath him. The grass bulged, and the earth split, and out of the dirt came seven coffins, surrounding him but leaving a hole for him to run toward the Everfree. Each one splintered as seven versions of Rainbow Dash’s skeleton kicked and ripped its way out. They each had a different colour of the rainbow burning in their hollow eye sockets, and they advanced on him, jaws chattering.

The stallion screamed with fresh vigor, and bolted away, diving into the foliage of the Everfree forest, lungs bellowing a terrified scream. Rainbow and her cadre of boney pursuers chased him, keeping up on his sides and forcing him into the unsafe depths of the woods. Rainbow knew she would be fine, as long as the stallion was here, she had nothing to fear at all.

Through hollowed logs and along wild paths, between trees and past bushes, Rainbow harried her prey. It went on for some time, but Rainbow eventually started growing bored. He was running, but that was all, and it was getting bland. The newness and excitement had worn off, and they were deep in the Everfree.

Rainbow surrounded the stallion with her skeleton crew, pushing in on all sides without giving him a means of escape. Her boney jaws opened, and she moved in for the kill.

A sweet-smelling powder blew into the area, glittering and shining in the sparse starlight. It had no effect on Rainbow Dash, all seven of her, but the stallion passed out, unconscious within seconds.

As soon as he passed out, Rainbow felt a *SNAP* like a rubber band, and she was suddenly just one pony, wearing an ugly mask.

“What? What happened?” Rainbow said.

A strange chanting began in the woods around her, and Rainbow looked about in confusion. “Who’s there?”

The chanting didn’t stop, but grew louder still, and a coloured smoke began to fill the small clearing Rainbow and the stallion were in. Rainbow jumped into the air to try to fly away, but her wings began to sting something fierce, as though somepony were jabbing needles into them. She ran for an edge of the clearing, but a glowing pair of yellow eyes met her gaze, and she ran to another edge, where again and again she found her path blocked by terrible eyes staring straight into her.

“What do you want?” Rainbow cried.

The chanting continued and the smoke filled the clearing, giving the entire area a greenish haze. Rainbow began to feel woozy and she willed her mask desperately to do something, anything, to protect her from it. To her surprise, her breathing evened out and she no longer smelled the smoke that was filling the area. It appeared that it could still do small things for her. That meant that somepony nearby was still afraid of her, even though the pony was looking straight at her. The fear had already taken root, so she still had some sort of advantage.

“You’re still here, but there’s only so much you can do. Why not show yourself? We can have ourselves a normal fight,” Rainbow said.

The chanting continued, but it got quieter, and Rainbow could pinpoint a specific direction it was coming from. There was rustling in the bushes, and a rhythmic thumping began. Somepony in the bushes was stomping, and the stomping was coming closer. Rainbow backed away from the sound, preparing herself for whatever was coming.

A face appeared. It had glowing yellow eyes like those she had seen in the bushes, and the face it was attached to was wide and flat. It took Rainbow a moment, but she realized it was a mask, like her own. There were feathers attached to it on top to make a makeshift mane, and it had a squarish nose, and a mouth cut into it. The rest of the features were painted on in bright and vibrant colours to match the feathers. The mask tilted to the side, moving in small increments in time with the stomping the pony behind it was doing. It tilted to a 90-degree angle, then began tilting in the other direction. The chanting and stomping didn’t stop.

Rainbow felt a strange chill race down her spine at the sight. It wasn’t frightening by itself, but the motions were unnatural, and the exaggerated features accentuated them just that much more, giving the whole thing an appearance of something that shouldn’t truly be.

Rainbow took another step back, her fear apparent on her face, and as soon as she did, the pony behind the mask took a step closer to the clearing. The pony kept stamping the ground and chanting in that nonsensical language, if it even was a language, and moving its head in that strange and curious way.

Rainbow took a further step back, and the pony took two steps into the clearing. When the pony’s leg cleared the bush it was in, Rainbow gasped as she saw that it wasn’t a normal pony leg at all. It was made of wood and straw, and it stamped up and down in time with the chanting and motions.

Rainbow pulled back even further and the pony completely cleared the bushes. Its whole body was made of wood, and it stamped and chanted, its dancing becoming frenzied and wild as it moved closer to her. First it danced to the left, stamping toward her, making Rainbow flinch and pull away, then it danced to her other side, stamping almost on Rainbow’s hooves. She jumped and tried to fly away again, but the thing pulled out a small blue doll and jabbed pins into its wings, making Rainbow come crashing back down. She tried to kick the thing, but it deftly dodged out of her reach.

Finally, Rainbow could take no more, she pulled the mask off her face and yelled at the thing. “Leave me alone! What do you want!” she sobbed.

As soon as the mask left Rainbow’s face, the thing pulled its own mask off, and for a split-second Rainbow recognized Zecora behind the mess of sticks and muddy makeup. Zecora held out a hoof filled with more of that dust, and blew it into Rainbow’s face. She blacked out immediately.

Once she was sure Rainbow was unconscious, lying next to the stallion she had chased, Zecora picked up the ugly mask Rainbow had pulled off. She went to the bushes she had emerged from and pulled out a sack covered in markings of all sorts. She shoved the mask deep inside it, and pulled the drawstring closed, then tied it off with a long leather strip covered with more of the markings.

“Rainbow Dash, although you’re strong, this mask, to you, does not belong. It preys on will, it preys on fright, and takes a hold that’s very tight. I know that you just wanted fun, but trust me, this is not the one,” Zecora said.

From the sack she was carrying, an angry hiss issued, but she paid it no mind. She attached it, and her own mask, to her saddlebags, and lifted up the two comatose ponies onto her back with some effort. Her hoofsteps were heavy as she plodded back to her home in the Everfree.

The End.