You Call That A Costume?

by Eddy13

Rating: teen
Tags: Comedy, Adventure, Equestria Girls, Main 7 (EqG), Thriller
Length: 20273

The Humane 7's Halloween celebration takes an interesting turn when Equestrian magic gives their costumes realism.

It's Halloween and Sunset Shimmer and the others are looking forward to having a good time. However, when Twilight offers to make their costumes look more realistic, they get more than they bargain for when they actually transform into their costumes! Now, Sunset is the most brilliant unicorn wizard in existence, Rarity and Applejack have switched perspectives, Pinkie has become psychotic (in a bad way), Fluttershy and Rainbow Dash are sporting fangs and fur, and Twilight must keep her alter-ego from reasserting itself! Can Sunset and Twilight reverse the spell before midnight when the spell becomes permanent and they all remain trapped in their altered forms forever?

My entry in the FlutterDash Contest: Nightmare Night, What A Fright!

Now has a TVTropes page.

Published 2017-10-03 01:30:06 UTC
Last updated 2017-11-01 05:00:08 UTC

Adventures of a Cowbell and a Southern Belle

The pair of girls raced down the street as fast as they could, the rainbow-haired beast still hot on their heels.

"Quick!" Rarity instructed while pointing ahead to an upcoming alley "Let's hide down there!"

Escaping the wolf's sight for a moment, the pair turned into the alley and ducked behind a dumpster.

"You can't possibly expect a refined person like myself to hide behind this putrid...hmmph!" Applejack's tirade was cut off as a hand came over her mouth.

"Shh!" Rarity ordered with a whisper "Don' make a sound. Here it comes!"

Sure enough, the vicious brute appeared on the scene. Looking in all directions, the transformed Rainbow Dash couldn't see any sign of the ones she had been chasing. Giving up on looking, the wolf let out a 'Aroo!' before running off.

A few moments later, Rarity poked her head out to make sure the monster was long gone.

"Is it safe yet?" Applejack asked with anxiety while still ducking behind the dumpster.

"Yah, it's gone now" Rarity replied as she looked around for any sign of the beast coming back "Ah don' see hide nor hair of tha' wolf thin' anywhere".

"Whew" Applejack said as she caught her breath "Thank heavens that's over. I was so worried that dreadful beast would get us, Rarity".

"No kiddin'" Rarity agreed while leaning against the brick wall with relief "Ah have no idea where tha varmint came from in tha first place, Applejack".

"Well, now that we've gotten rid of that vile thing" Applejack sighed "Let's get back to Sunset and the others. They must be worried out of their minds about us".

"Uh, tha might be a bit of a problem, Applejack" Rarity said slowly as she took in their surroundings for the first time "Ah have no idea where we are. Tha brute chased us into parts Ah haven' seen before".

"Oh, my!" Applejack gasped "You mean to tell me we're...lost?!"

"Now calm yer horses!" Rarity ordered "It's not tha bad! We can just ask somebody fer directions back tah our neck of tha woods".

"Rarity, are you crazy?!" Applejack shrieked at the top of her voice "We can't just ask the ruffians around here for help!"

"Yah got a better idea?" Rarity inquired with a raised brow,

Applejack sighed in submission. "Oh, very well. But if anything happens to us, I'm holding you responsible!"

"Fine" Rarity huffed as the pair walked out of the alley.

Stepping out back onto the street, the duo looked around for anyone that could tell them where they were. Unfortunately, there didn't seem to be anyone around.

"Well, Ah guess tha makes sense" Rarity groaned "Tha overgrown flea-bag must've scared everyone who was on the street".

"Terrific" Applejack moaned "What are we going to do now?"

"Wha else?" Rarity shrugged "We find our own way back. Come on".

With that, the pair made their way down the street, trying to see if they could find any indication as to what part of town they were in.

"Hmm" Rarity thought outloud as she surveyed the area "If Ah had tah guess, Ah'd say we're downtown".

"Downtown?!" Applejack cried "I've never set foot in this smog-filled part of town before in all my life! It's too rough for a delicate lady like me!"

"Aah, quit yer whinin'!" Rarity retorted "It's not tha bad here! 'Sides, we should be able tah get out of here easily".

"Well, well" came a voice from an alleyway, causing the pair to turn to see a man with greased-hair, a leather jacket, and chains around his neck and wrists "What do we have here? A couple of ladies who lost their way? Heheh. Don't you know that these streets are dangerous on Halloween?"

"Are you actually trying to intimidate us, you hoodlum?!" Applejack gaped at the greaser "I will not stand here and be threatened by someone wearing one of the most repulsive outfits I've ever seen in my life!"

The man sneered. "Oh, yeah? Well, I'm not going to take lip from a dame who thinks she's too good for my neck of the woods!"

"DAME?!" Applejack screeched at the top of the lungs.

"Uh-oh" Rarity moaned to the man "Probably shouldn' have said tha".

"Why?" the greaser joked "What's she going to do? Kick my butt? Set me straight? Give me a makeover?"

"Exactly" Applejack said simply with an even voice. Before the man who could even react, the primp young lady leaped right at him with a 'Yaaah!'.

Ten minutes later, the young man was walking down the street with his hair washed and combed, his leather outfit replaced by a tasteful suit, and his arm in a sling while sporting a big black eye.

"Well, that's that" Applejack said while dusting her hands off while she and Rarity walked down the other end of the street.

"Hmm, not a bad job there, Applejack" Rarity commented as she looked back at the new gentleman.

"Do you really think so?" Applejack asked hopefully "I'm surprised how well it turned out considering it happened so fast".

"Still, don' yah think maybe yah went tah far when yah shoved the chains down 'is throat?" Rarity had to ask.

"I will admit that I may have lost my temper" Applejack replied as she held her head up gracefully "But the important thing is that young man is now on the proper path".

"Right" Rarity rolled her eyes "Yah do realize tha if yah had let me handle it, Ah could've gotten him tah tell us how far from Canterlot Avenue we are".

"Well, I am sorry" Applejack replied "But teaching that degenerate ruffian a lesson took priority" she looked up to see the corner they were coming up on "And besides, it looks like it isn't necessary anymore. Look".

Sure enough, there at the corner was a street sign.

"'Fillydelphia Street'" Rarity read "Hmm. If Ah remember correctly, Ah heard tha Fillydelphia Street is a few blocks away from Mane Lane. If we can get ther, it'll be a snap tah get back home".

"Well, let's hope you're right" Applejack commented as Rarity led the way left "I'd hate to trudge these putrid streets all night".

"Don' worry" Rarity replied "Shucks, if Ah'm right, we'll be back in our neck of tha woods by Midnight".

Practically racing through the streets, a dog and two girls who looked like a wizard and a demon looked around for any sign of their friends.

"Are you picking up anything that smells like them, Spike?" Sunset asked the dog.

"Nothing so far" Spike replied as he had his nose to the ground.

"Come on, Spike!" Sunset shouted frantically "We're depending on you to help us find the others!"

"Hey! I'm not a bloodhound, Sunset!" Spike retorted "I'm doing the best I can!"

Sunset sighed guiltily. "You're right. I'm sorry, Spike. I'm just worried about our friends".

"Don't worry" the dog said encouragingly "We'll find them".

Twilight, meanwhile, had her mind on something else besides searching for their missing friends.

That whisper she had heard while leaving Sunset's house had disturbed her. It had sounded just like Midnight Sparkle. Granted, she was currently in the form of Midnight Sparkle, so it's possible she was just hearing her own thoughts in her alter ego's voice. But then again, why would she think such a whisper?

Even though Sunset had said that she was a different person now and wouldn't succumb to Midnight Sparkle again, what if she was just holding out against the temptation for now, and it would eventually become too strong for her to resist and she gave in?

These worries filled Twilight's head as the trio continued their search.

"Twilight? Twilight!"

"Huh, what?" Twilight snapped out of her thinking and turned to see a concerned Sunset.

"You okay?" she asked "You looked a little worried".

"Oh, that?" Twilight said awkwardly as she fumbled for the right words "Oh, I'm still a bit worried about our friends, is all" she said with a sheepish grin.

"That's good" a familiar nasty voice said from deep within her mind "No need to tell them about our little secret".

Sunset, meanwhile, could tell that there something more going on with Twilight, but decided not to push it for now. "Don't worry, Twilight" she said with consideration "We'll find them before it's too late".

Twilight tried to look relieved as possible, hoping to make Sunset believe she had put her mind at ease. Deep down, however, her concerns still festered. Before anything more could be said, however...

"Hey, girls" a familiar voice cut in "I think I've got something".

Instantly, the two girls turned towards the canine standing in front of them.

"What is it, Spike?" Sunset asked anxiously.

"I'm smelling that brand of perfume Rarity usually wears" Spike replied "I recognize it because it makes my nose it-it..,Ah-Aah-Aaa-Choo!" he sniffled "itchy".

"That can't be Rarity" Twilight shook her head "The spell transformed her into a country cow girl, so she wouldn't be wearing perfume".

"No" Sunset said before her eyes widened "but Applejack transformed into a primp and polished girl would!" she turned to their tracker "Way to go, Spike! We're on the right track. Now follow that smell!"

"Alright" Spike said with a snuffle as he put his nose to the ground "But somebody will have to get me some nasal spray when this is over".

"Deal" Sunset replied.

With that, Spike lead Twilight and Sunset down the street, following the scent of the perfume.

"I just hope that Applejack and Rarity manage to evade Rainbow Dash until we can find them" Sunset said with concern "There's no telling what could be happening to them right now".

"Rarity".

"Yah, Applejack?"

"I thought you said that it would be child's play to get back home, even saying we'd do it before Midnight?"

"Ah confess Ah did say tha".

"Well, then..." Applejack's faux calm demeanor faded away as she started to shriek at high volume "Can you care to explain why we're more lost than ever now?!"

Sure enough, the pair were facing a dead end alley within a part of town they never even heard of before.

"Hmm" Rarity said in confusion "Ah was sure that we needed tah turn left at Manehatten Boulevard".

"Oh, Rarity" Applejack said exasperated "That does it. I'm taking over getting us back home!"

"And how do yah plan tah do that?" Rarity asked.

Turning back towards the road, Applejack saw a car coming by. "I'll get someone to give us a lift" she replied confidently "Surely no man can ignore the cries of a lady in distress".

With that, she walked up to the side of the sidewalk and spoke. "Excuse me! You there! Would you be willing to assist two young girls in getting out of this dreadful part of town?!"

Instead of stopping, the car actually sped up, passing the girls at incredible speed. At the same time, the car deliberately ran through a puddle, sending it splashing upward with a 'Thwoosh!' and drenching Applejack in water and mud as it disappeared from sight.

Applejack was left sputtering and flabbergasted before finally managing to shriek "I GUESS MANNERS DON'T EXIST IN THIS FORSAKEN BRANCH OF OUR TOWN!"

"Well, points for effort. anyway" Rarity shrugged.

With an exaggerated moan, Applejack collapsed to her knees "Wonderful. We are lost, alone, have no way to know how to get back home, nobody is willing to aid us, I'm covered in mud and my shoes are getting scuffed from all that walking! Oh, what else could happen to me?!"

"Alright, put your hands over your heads and nobody gets hurt" came a gruff voice from behind the pair.

"Yah had tah ask" Rarity snarked.

Turning around, the duo saw a gruff looking mugger step out of the alley while pointing a gun at them.

"I'm going to say this once" he ordered as he pointed to Applejack "Hand over that jewelry you're wearing, young lady".

"What?!" Applejack said appalled "Never! These are genuine gems!"

"You heard me" the mugger growled "Give me that jewelry and I'll let you have it".

"Uh," Rarity interjected "Don't yah mean o-"

"I know what I said" the mugger snarled "I'm not leaving any witnesses" he cocked his gun "Now, this will be happening in any order, but I'd prefer there not be any blood on the gems".

"Oh, yah?" Rarity challenged as she got in the mugger's face "Yah really thin' yah can just up and mug us then shoot us? Ah thin' not!"

"Yeah?" the mugger threatened as he shoved his gun in Rarity's face "And what are you going to do about it, Toots?"

A moment later, the alley was filled with the sounds of punches, bones breaking, metal being twisted, and high-pitched screaming. After it stopped, Rarity and Applejack walked out of the alley, unscathed.

"Tha guy went tah far when he called me 'Toots'" Rarity grunted "He's lucky Ah went easy on him. Ah could made it tha they'd need a sponge tah get him up instead of a hose".

"I must say, that was incredible of you, Rarity" Applejack applauded.

Rarity smirked. "Yah spend yer whole life on a farm like Sweet Apple Acres, and yah can handle blokes like tha".

"Interesting" Applejack said "If I didn't balk at the idea of farmwork, I'd probably do it".

"Yah, right" Rarity snickered "Tha day yah work on a farm is tha day Ah run tha boutique of yers".

"Oh, don't even joke, Rarity" Applejack gasped "No offense, but you could run Carousel Boutique into the ground!"

"Ah admit tha might be true" Rarity shrugged "Ah don' really have a knack fer those fru-fru thin's".

"Yes, well" Applejack said as they looked around the unknown city they were in "If we don't find our way back to our neighborhood, Carousel Boutique might go under anyway!"

"Calm down" Rarity insisted "We'll find our way. We just need tah keep a cool head and stay optimistic".

"Are you sure that will be helpful?" Applejack inquired.

"Well, we can' focus on gettin' back if we run around like chickens with our heads cut off" Rarity replied.

"Yes, I suppose that makes sense" Applejack said "But I do wish we had something more to aid us. This whole affair has been murder on me. Why my poor-"

"Shh!"

Applejack looked offended. "How dare you dismiss my concerns?! It may not seem like much to you, but to me, it means every-"

"No, shh!" Rarity whispered. "Listen! Do yah hear tha?"

Applejack listened intently. "What is that sound?"

"It sounds familiar" Rarity said. "It almost sounds like..." her eyes widened.

"...a dog growlin'".

Applejack turned pale as she hid behind Rarity's back. "You don't suppose that horrific beast has found us again, do you?"

"Ah don' know" Rarity shook her head as she tried to find the source of the sound, which seemed to be growing louder.

'Grrr!'

Turning, the girls saw a pair of yellowish eyes in the shadows. From out of the darkness stepped a huge bulldog; not as big as the wolf that chased them, but still pretty good size.

Rarity gulped. "Nice fella. Good fella" she and Applejack slowly backed up "We don' want any trouble. If we're invadin' yer home, we don' mean any harm. Just let us leave and we'll be on our way..."

With a loud snarl, the bulldog charged.

"RUN!" Rarity screamed as the pair of girls took off with the bulldog hot on their heels.

"Oh, not again!" Applejack moaned as she tried to keep away from the dog.

"Just keep runnin'!" Rarity ordered.

Turning down an alleyway, the duo looked left and right. To the right was a wall, to the left was a high-wired fence.

"Quick! Over tha fence!" Rarity cried as she raced towards it, Applejack reluctantly following.

It was then that the bulldog turned into the alleyway, just as Rarity and Applejack were scaling the fence.

"Come on, Applejack!" Rarity was saying as she neared the top of the fence.

"Oh! I can't!" was the reply.

"Don' be tha way!" Rarity shrieked "Unless yah want tah be dog meat, yer gonna move like-"

"No!" Applejack cried "I really can't!" she pointed downward "My foot has gotten caught in this fence!"

Looking back, Rarity saw that the bulldog was getting closer.

"Gah!" she cried before quickly climbing down and helping Applejack get her foot free.

"Hurry!" Applejack said "That brute is almost here!"

"Yah don' have tah tell me tha!" the cowgirl retorted as she fumbled with Applejack's foot before managing to get it free "Got it!"

At that moment, the bulldog leaped forward and smashed into the fence, shaking it and attempted to cause the two girls to fall off.

"Hang on!" Rarity said.

"What else would I be doing?!" her fashionista friend shrieked.

Refusing to give up, the bulldog leaped upward at the pair.

"Quick! Climb!" Rarity said as the pair began going up the fence, the bulldog jumping again and again, getting higher each time.

"We're almost ther" Rarity gasped "Once we reach tha top, we jump over tha side and we'll be safe!"

"You actually expect me to jump?!" Applejack gasped.

"Yah have another way of escapin' tha mongrel?"

Applejack conceded "Fair point".

At the same time, the bull dog was getting closer and closer with his jumps, almost close enough to nip the hem of Applejack's dress.

"We're doin' good" Rarity said as they neared the top "Almost ther" she reached for the the edge. "Annnd" she grabbed it "Got it!"

Just then, the bulldog jumped again, managing to brush against Applejack.

"Aaah!" the debutante cried as the sudden motion caused her to lose her footing and began to fall off the fence.

Before she could fall too far, however, Rarity managed to grab her hand.

"Gotcha!" she said as she pulled her friend up to the top of the fence.

"Thank you" Applejack said as she grabbed the edge.

"Welcome".

Down below, the bulldog crouched his legs in preparations for his highest jump yet.

"Uh, Applejack?" Rarity said nervously as she saw the dog's motions "Ah think it's time to leave!"

With that, the girls leaped over the side of the fence just as the dog jumped upward, coming to the spot where they had been a moment ago.

Applejack and Rarity landed on the other side of the fence and turned around to see their pursuer. barking and growling as he latched onto the fence, still fruitlessly attempting to pursue them.

Needless to say, they still wasted no time in getting out of the alley.

"Whew!" Applejack said with relief as they finally came out onto a street. "That was a terrifying experience".

"On tha bright side" Rarity said optimistically "We're probably a lot closer tah Mane Lane now".

Looking up, Applejack's face turned into a nasty frown.

"Oh, you really think so?" she said grumpily as she directed Rarity's attention upward.

Looking up, Rarity's eyes widened in shock as she saw a nearby street sign. On it were two words that made her heart sink.

Fillydelphia Street

Grinning sheepishly, Rarity turned back to her still glaring friend. "Ah wonder how in tha world tha happened".

"Wonderful" Applejack moaned "Simply wonderful. We did all that walking, encountered horrifying thugs and vicious brutes of dogs, only to end up back where we started!"

"Now buck up" Rarity tried to sound encouragingly "Remember wha Ah said earlier about bein' optimistic. Problems were never solved by mopin' around. We just gotta hope tha this situation will improve".

"Oy!" came a voice from the shadows that got the pair's attention.

"So much for that" Applejack groaned as another greaser appeared in front of them. Before they could react, a whole gang of them came out of the shadows and surrounded them.

"Well, well" the one in front, obviously the leader, said as he walked up to Applejack and Rarity "If it isn't the pair of ladies who messed up my little brother".

"Y-Yer little brother?" Rarity asked with a gulp "Who might tha be?"

"Oh, you know" the leader said in a nonchalant manner "The one that you roughed up and sent packing looking like a Sunday school kid".

"Oh, him?" Applejack asked sheepishly "Well, if you must know, he started that little encounter, and I was just defending myself".

"I don't care about that!" the leader said with a sneer "The point is that you ruined him! He's all pish-posh nonsense now thanks to you! And don't even get me started with the chains you force-fed him!"

"Pish-posh nonsense?!" Applejack said offended "I beg to differ! I felt he looked very smart, and seemed like a proper gentleman".

"Yeah?" the leader snarled as he cracked his knuckles "Well, let's see how you like being roughed up. Get 'em, boys!"

With that, the gang began approaching the pair from all sides, each one bearing a chain, brass knuckle, crowbar or wooden board.

"Any ideas, Rarity?" Applejack asked as she grappled onto her friend's shoulders as she hid behind her for protection.

"Only one" Rarity declared "We'll have tah fight our way out".

Applejack gulped. "Well, if we have no other choice" she stepped out from behind Rarity and braced herself "Let's do this!"

Before anything could happen, however, one of the thug's had their board yanked out of his grasp by an invisible force.

"What the?" he asked in utter confusion...right before he was struck in the head by the board.

"Hey, what the?" the leader asked in confusion as he and the gang looked around "Who's here?"

Just then, another greaser's crowbar began to glow. In a flash, the thug was holding a long, slimey green hissing snake.

"Aah!" he cried as he tossed the reptile away in fright.

"What is going on here?!" the lead greaser demanded.

Suddenly, the chain of another thug came to life and wrapped itself around him and another greaser wielding brass knuckles, right before it hoisted the pair into the air and throwing them at the others like a bowing ball hitting pins.

Scared out of their wits, the gang ran off down the street, yelling and screaming.

"Come back here, you cowards!" the leader ordered "There's nothing to be afraid of!"

At that moment, from out of a cloud of purple mist, a demonic creature appeared in front of the greaser.

"LEAVE. MY. FRIENDS. ALONE!" it roared.

"AAAHHH!" the greaser screamed as his hair turned white and stood on end...before promptly passing out from fright.

Sighing with relief, the demon turned to the awestruck girls "Applejack, Rarity, are you okay?"

The duo's eyes widened in surprise as they recognized the voice.

"Twilight?" Rarity asked in shock.

At that moment, a wizardly looking girl with a beard and a dog came around the corner.

"Thank heavens that we found you" the girl said with relief.

"S-Sunset?" Rarity asked with wide eyes.

"Good heavens!" Applejack cried as she looked back and forth between Sunset and Twilight "What in the world happened to you two?"

"It's a long story that we'll explain later" Sunset elaborated "The important thing is that you two are safe".

Rarity turned to Applejack with a grin. "Told ya thin's would improve for us".

"Yes, well" Applejack said with relief "Let's just get out of here and get home".

"Not yet" Sunset shook her head "We can't go home until we find Rainbow Dash, Pinkie Pie, and Fluttershy".

"Well, it can't be tha difficult tah find them, can it?" Rarity asked.

"More than you know, actually" Sunset sighed before turning towards the dog in their group "Spike?"

"I'm on it" he said as he began sniffing, trying to pick up the trail of the remaining three friends.

"By tha way" Rarity said to Twilight gratefully "Great job scarin' the pants off those punks".

"Yes, well" Twilight shrugged. "When I saw that you two were in danger, I knew I had to do something. And since I'm stuck in this form for the moment, I figured I'd put it to use".

"Well, let me tell yah, you certain were scary" Rarity said "Why, yah almost had me believin' yah were a real demon".

As the group went on, Twilight looked away anxiously. Rarity's words were not something she wanted to hear.

"You heard her didn't you?" a certain voice said, much stronger now "She thought you were a real demon. Why not make those thoughts accurate?"

Shaking her head, Twilight did her best to ignore the dangerous thoughts in her head, greatly looking forward to when she'd finally get out of that form.

She only hoped it wouldn't be too late.

Fur and Fangs

Walking down the street, now increased by two, the Rainbooms looked in all the directions, hoping for a sign of their remaining friends. Unfortunately, there seemed to be no indication of the three they sought anywhere.

"Oh," Sunset groaned for what felt like the tenth time this evening "Where could they possibly be?'

"Are yah sure yer lookin' fer Rainbow, Pinkie, and Flutters?" Rarity asked in confusion "Yah act like yer huntin' fer wild beasts".

"A fair description of them, actually" Sunset replied with a sigh.

"Sorry, Sunset" Spike said apologetically "But I just can't pick up any of them. Even Rainbow Dash!"

Sunset shook her head. "It's not your fault, Spike. They're somewhere. We just need to keep on looking".

"Still, we need to find them soon" Twilight piped up while looking at her watch "It's already 10:55. We don't have much long before it's Midnight". She inwardly flinched at the word. The voice of her alter-ego seemed to be growing stronger the longer she was like this. She was afraid it wouldn't be long before it managed to start influencing her.

Sunset, meanwhile, was speaking "I know, Twilight. If we don't find the others soon, we're all in for a rough time".

"Why?" Applejack asked in bewilderment "Are we under curfew or something?"

"Sort of" Sunset replied while letting a hiss pass through her teeth "It's technical".

"Just know that it's essential to find them immediately!" Twilight emphasized before groaning "Of course, it would help if we knew where to look for them!"

"Uh, how about up?" came a suggestion.

"Huh?" Twilight asked in confusion.

"Look!" Spike cried as he pointed a paw "Up there!"

Turning in the direction Spike indicated, the rest of the group froze in shock. For hanging from the street lamp upside down by clawed feet, her bat wings wrapped around her and her long pink hair dangling downward, was a certain vampire bat.

"Tha has tah be tha second biggest bat Ah've ever seen" Rarity said slackjawed.

"That's no bat" Twilight said breathlessly "That's a friend!"

"Yeah, it's Fluttershy!" Spike cried in excitement "Hey! Over here, Flutter-!" In a flash, a hand had clamped down over the dog's mouth.

"Shh! Quiet!" Sunset whispered before letting go of Spike's muzzle "In case you forgot, she currently has the mindset of a vampire!"

"Oh, sorry" Spike whispered with an embarrassed grin.

"How in the world did Fluttershy end up like that?" Applejack asked in disbelief as she looked up at the transfigured girl.

"It's a long story" Sunset said dismissively "The important thing is that we found her".

"Yeah, what a lucky break to stumble onto her like this" Twilight said, anticipating that they were one step closer to returning to normal.

"Yeah, now we just need to work on getting her down without her freaking out" Sunset added with a roll of her eyes.

"Uh, is it just me or has she been offly quiet fer tha past few minutes fer a vampire?" Rarity had to ask.

That comment caused Twilight and Sunset to pause for a moment. That was true. Fluttershy hadn't made any attempt to attack them or given any indication that she had seen them. Curious, they leaned in to get a better vantage point of the bat on the lamp post. Upon closer inspection, the group could see that Fluttershy's eyes were closed, and what sounded like soft snoring filled the air.

"She's taking a nap" Sunset with realization before her face morphed into a grin and she turned back to the group excitedly "If we're quiet enough, maybe we can sneak up on her and grab her".

"I'll ready a levitation spell to get her down" Twilight concurred.

Walking on tippy-toes, the Rainbooms slowly approached the lamp post, doing their best not to wake up the giant bat dangling from it. Fluttershy stirred for a moment, to which Sunset held up her hand for everyone to stop. Fluttershy's wings twitched, her eyes fluttered, and her jaw smacked before emitting a screeching yawn before the bat resumed her sleep. Satisfied that she wouldn't wake up, Sunset motioned for everyone to resume moving. Closer and closer, they crept towards the lamp post and their target hanging from it. Once they were within three feet, Sunset gave a nod to Twilight, signaling her to be ready with her spell. Receiving the signal, Twilight raised her hand and began to focus, causing it to begin glowing with purple energy. Closer and closer the group came to the post. They were almost ready. Any second now and they would have her. Everyone's breath was held, sweat ran down their face. They were just about in range.

"AAAAAHHH!!!"

Suddenly, an ear-splitting, glass-shattering, blood-freezing shriek filled the air, causing the group to jump in shock while covering their ears in panic. Once it had subsided, three girls and a dog turned furious glares at a current proper lady.

"Sorry!" Applejack said regretfully before she held up her hand while moaning "But I broke a nail!"

Before Rarity could utter a word of reprimand, Sunset tapped on her shoulder and pointed upward, a nervous look on her face.

Applejack's scream had awoken Fluttershy from her slumber, her eyes open wide as she looked around in shock for the source of the disturbance before they came down to rest on the group below, Instantly, the transformed Fluttershy could tell that they were the ones who disturbed her nap.

In an instant, the bat's scarlet eyes narrowed into a dangerous leer as it stared down at the Rainbooms menacingly, its glistening fangs on prominent display in a feral sneer.

"Uh, hey there" Sunset said nervously as she waved with a sheepish grin "Did you have a nice nap?"

In response, Fluttershy let out an angry 'Hiss!' causing the five friends to jump backwards with a yell. In a flash, the bat unfurled her wings and leaped from her perch. Diving at the group, Fluttershy bared her fangs widely as she let loose a furious shriek.

"Hit the dirt!" Sunset shouted, to which they all dropped to the ground leaving Fluttershy to fly harmlessly over them, if not really close to the ground.

"Oh, great" Twilight groaned as they got to their feet "Now what do we do?"

"I'm thinking! I'm thinking!" Sunset said desperately "I believe Princess Twilight told me that she and her friends had something like this happen to them one time, but I can't remember the exact details!"

"Well, yah know" Rarity piped in in a snarky manner "Yah wouldn' have tah think of somethin' if a certain someone didn' overreact like they did!"

"Hey, my reaction was well-deserved!" Applejack cried defensively "Do you know how difficult it will be for the spa to touch up my cuticles?!"

"Uh, excuse me" Sunset cut in "Yeah, in case you didn't remember, we're currently dealing with our friend who is currently flying somewhere over the city!"

"Uh, not quite" Spike said anxiously "Incoming!"

Sure enough, Fluttershy was coming right back towards the group. Quickly, the girls ducked as Fluttershy buzzed them again.

"Looks like she really doesn' like her nap tah be disturbed" Rarity gasped as the girls stayed on their knees.

As if to confirm the comment, Fluttershy flapped her wings, creating a powerful gust of wind. Before the Rainbooms could react, they were blown off the ground and sent flying before hitting a nearby wall with a 'crash!' and collapsing into a heap.

"Oh" Sunset groaned from the top of the heap, Twilight underneath her, and Applejack and Rarity on the bottom "When Fluttershy gets mad, she really gets mad".

"The next time, I think I'll prefer to fly using my own power" Twilight agreed, ignoring the chuckling voice in her head.

"Why is it that cats are the only ones with nine lives?" Spike said as he climbed out of a trash can.

"Oh, may head" Rarity shook off the blow she had received before turning her attention to Applejack "Applejack, can yah hear me? Say somethin'!"

"Why yes, Dear" Applejack said in a daze "That dress is on sale".

"Applejack, snap out of it" Rarity shook the girl by shoulders "We've got a problem on our hands!"

"You can say that again" Twilight meeped as she and the others looked up.

There, flying in front of them, an angry snarl on her face, was the vampire known as Fluttershy.

"Oh, no!" Spike cried as he ducked back into the trash can "She's gonna eat us!"

The girls braced themselves for Fluttershy's coming attack. Much to their shock, however, it never came. Looking up, they saw Fluttershy still glaring at them.

Then, with an angry 'Hiss!', Fluttershy spun around and took off into the air, leaving the girls bewildered at the surprising action.

"Uh, not that I'm complaining, but how come she didn't suck the blood out of us?" Spike asked, relief in his voice mixed with confusion.

"Maybe she's more like Fluttershy than we think" Twilight said as the girls got up before she turned to their leader "What do you think, Sunset?"

"I'm not really sure" Sunset replied before shaking her head as her eyes took on a look of determination "But I'm sure of one thing we need to do" she declared before pointing in Fluttershy's direction.

"Follow that bat!"

With that, the Rainbooms took off in the direction the vampire flown, determined to get their friend back. Unbeknownst to the group, in the shadows behind them were a pair of eerie yellow eyes, accompanied by a low growl.

The Rainbooms raced down the street, attempting to keep up with the vampire bat flying overhead.

"Hurry!" Sunset cried from the front "We can't lose sight of her! Oof!" she yelped as she end up tripping after getting a certain long hair under her feet "Oh, lousy beard!"

"We got you, Sunset!" Twilight said as she and the others helped their leader up.

"Thanks" Sunset replied before running ahead again "Now come on! She's pulling away from us!"

"Hold on" Rarity said as she looked around at the area they were running through "Ah know this road" her eyes widened in realization as she cried "She's headin' fer Sweet Apple Acres!"

True enough, Fluttershy was flying right towards the apple farm. The Rainbooms continued pursuing their transformed friend as she flew over the marker that indicated the property line of Sweet Apple Acres. Climbing over the fence (ignoring Applejack's objections), the Rainbooms ran through the apple groves as they watched the bat flying over head, looking a spooky inky-black silhouette.

"How much farther is she going to go?" Spike asked out of breath as he did his best to keep up.

"I don't know" Sunset replied "I just hope she decides to land soon!"

Luckily, Sunset's wish was granted as the huge vampire bat began to descend and soon landed on the branch of a tall apple tree. Immediately, the wizard-like girl held out her arms in front to motion for everyone to stop and not get too close.

Observing Fluttershy from a safe distance, the Rainbooms watched as the vampire relaxed her wings from her flight and looked around the tree she was in. Her feral face then split into a grin, her fangs dripping with saliva, as she reached up with her talons and plucked a big juicy apple from a branch above her. In a flash, a long tongue shot out of her mouth and wrapped around the apple, pulling it into her mouth before she chewed and swallowed it whole. A look of delight on her face, she reached up and plucked another apple before biting into it, devouring half of it in one bite.

"Uh," Spike said as the Rainbooms continued to watch the strange behavior "What's with that?"

"Of course!" Sunset said as the realization hit her "Even though she's a vampire now, Fluttershy's still a vegetarian! That's why she didn't suck our blood! She's basically a giant fruit bat!"

"Whew!" Spike said at ease "Well, that's a relief!"

"Speak fer yerself!" Rarity roared "Tha varmint's raidin' the apple grove!"

"Uh, Rarity" Applejack said slowly "That 'varmint' as you call it is our friend!"

"Friend or not, no way am Ah lettin' her eat tha apples Ah worked hard tah grow!" Rarity retaliated.

Spike couldn't help but snicker while Sunset and Twilight rolled their eyes and sighed. Unfortunately, they were forced to hold Rarity back when she attempted to march out into the open to chase off Fluttershy.

"Alright" Sunset said to the others "While she's eating, we need to come up with a plan to catch her".

Unfortunately, before anyone could come up with suggestions, a low, vicious 'Grrr!' filled the air.

"Uh, did you girls hear that?" Twilight meeped with wide eyes.

"I kind of wish I didn't" Sunset replied.

Suddenly, from out of the shadows leaped a huge, snarling black wolf. An interesting thing about it was that it was sporting a full head of rainbow-colored hair.

"Aaah!" Applejack shrieked as she ducked behind Rarity, hands on the cowgirl's shoulders "It's that beast that chased us earlier!"

"That 'beast' is Rainbow Dash!" Sunset shouted, her eyes wide with shock.

"Wha-What's she doing here?!" Spike cried in fear.

The answer to Spike's question came soon enough as Rainbow Dash immediately turned towards the sight of the giant bat in the tree, emitting a scary sounding growl as she bent her legs in preparation.

"Wait" Sunset said in realization "RAINBOW! NO!"

It was no use. In a flash, Rainbow leaped into the air and straight at the tree, muzzle open wide and her paws out. Fluttershy only had a moment to see the wolf coming before she was knocked out of the tree and knocked to the ground below, Rainbow pinning her wings under her paws as she loomed over her.

"Rainbow, stop!" Twilight cried "What are you doing?!"

Ignoring the question, Dash leered down at the bat underneath her with a vicious snarl. In response, Fluttershy let loose an angry 'Hiss!' before spitting seeds from her apple feast in Rainbow's eyes, causing the wolf to loosen her grip and allowing Fluttershy to knock her off with a swat of her wing before getting back to her feet, Rainbow instantly recovering and getting up in front of her.

The bat and wolf stared off at each other like an old west showdown, both of them growling and snarling viciously.

"Wh-What's going on?!" Spike shouted in disbelief as the group watched the sight "Why is Rainbow out to get Fluttershy?!"

"Of course!" Sunset gasped in realization "Vampires and werewolves are natural enemies! The very sight of the other enrages them!"

As Sunset spoke, Rainbow charged at Fluttershy. In an instant, Fluttershy leaped into the air before Rainbow reached her, then came back down and struck her in the head with her feet. Recovering from the blow she received, Rainbow swung at Fluttershy, who easily managed to avoid it by flying into the air. Fluttershy then made a noise that sounded like she was mocking the wolf, causing Rainbow to snarl in rage before she pounced forward and knocked Fluttershy back to the ground. Throwing Rainbow off herself with incredible strength, Fluttershy leaped back into the air and flew off. Narrowing her wolf eyes, Rainbow let out an 'Aroo!' before pursuing the bat through the line of trees.

"Quick, after them!" Sunset instructed "We've got to stop them before they tear each other part!"

With that, the Rainbooms took off after their animalistic friends.

"How is it that all of our friends except us ended up being changed?" Applejack asked Rarity, who could only shrug while Sunset and Twilight shared an exasperated look.

Flying into a clearing with Rainbow close behind, Fluttershy turned around to look at her pursuer. Narrowing her eyes, she charged at the wolf. Leaping up on her hind legs, Rainbow grabbed Fluttershy by her wings and hurled her to the side, sending her smashing into three apple trees which were reduced to splinters.

Taking the offense, Rainbow leaped at the vampire, who was still in enough of a right mind to swat the werewolf away with her wing. Soaring through the air, Rainbow spun around so that she collided feet first to the side of a tree before using the momentum to spring forward, knocking the tree over in the process.

Like a ballistic missile, Rainbow collided with Fluttershy, causing them both to roll like a ball and knock down a bunch of trees like bowling pins before Fluttershy managed to force the wolf off her.

Standing in close quarters, the vampire and werewolf faced off, with Rainbow trying to swipe her claws at Fluttershy while Fluttershy tried to chomp Dash with her fangs, both avoiding the other's strikes.

The two then grappled claws and talons as they pushed back and forth, and then spun in circles. It was almost like a dance.

Eventually, the two broke the lock and ended up flying a good ten feet from each other. Staring off at each other from opposite ends of the grove, their eyes narrowed as they both charged forward.

The Rainbooms ran through the grove to catch up with the dueling pair of monsters, Rarity taking in the sights of the knocked down trees around them as they ran.

"Those two are goin' tah destroy the entire apple crop along with each other!" she cried in dismay.

"The trail leads to that clearing!" Spike yelled as he pointed forward.

"Alright, let's go!" Sunset instructed "We don't know what kind of horrible and savage things those two are doing to each other right now, but we have to stop them before they fight to the end!"

Summoning all the courage they could, the Rainbooms charged forward into the clearing, ready to stop the vicious duel between friends turned mortal enemies...and were greeted with an unbelievable sight.

Rainbow Dash was sitting on all fours, panting like a puppy, her paws wrapped around Fluttershy, who in turn had her wings wrapped around Rainbow while her talons gave the wolf a pleasant scratching. Most shockingly, however, the two were sharing affection nips, Rainbow chewing Fluttershy's ear while Fluttershy nibbled at Rainbow's neck without drawing blood.

"You have got to be kidding me" Sunset said flatly as she took in the scene before her.

"Did those two actually get turned on from fighting?" Spike asked in shock.

"Either that, or they were having a very crazy courtship ritual" Twilight said monotonously.

The pair of creatures continued to cuddle and nuzzle each other lovingly, not a sign of them wanting to tear the other to pieces.

"Okay, let's get them out of here before they decide to try and lock fangs" Sunset declared as she walked up to the pair "Yo! Rainbow! Fluttershy! You're coming with us!"

In response, the werewolf and bat shot Sunset an angry growl and hiss, causing her to back up before the two resumed their affection.

"Okay" Sunset said slowly as the others came up behind her "How do we get them to come with us?"

"Well, it's pretty clear that they're obsessed with each other" Twilight surmised "Ergo, if we can get one of them to follow us, the other should come too".

"Okay, but how do we do that?" Sunset had to ask.

"How about with these?" Applejack said as she held out an apple from one of the fallen trees "Fluttershy loves apples, so we can probably use these to attract her attention".

"And then Rainbow will follow her" Sunset finished "Applejack, that's brilliant!"

Taking the apple, Sunset approached the pair of creatures again. "Yoo-hoo!" she called out, getting their attention. Before they could snarl, Sunset held up the apple in front of Fluttershy, getting her attention. "Look what I got for you, Fluttershy. A nice juicy apple".

Sure enough, Fluttershy was entranced by the sight of the apple and began to approach Sunset.

"You want it?" the wizardly girl said like she was a lion tamer "Then you can have it!" Tossing the apple into the air, Fluttershy immediately caught it in her mouth and swallowed it whole.

"Looky, Fluttershy" Twilight said as she stepped forward with a basket full of apples she had collected "A whole bushel of apples just for you".

Entranced by the sight of the apples, Fluttershy began to approach the girls, who began to back up. And sure enough, Rainbow, refusing to be separated from her mate, followed.

"Alright, it's working!" Sunset cheered as she tossed Fluttershy an apple. "Come on! Let's get out of here!"

With that, the Rainbooms left the apple groves with their two beastly friends, but not before Rarity fired one last angry comment in regards to the apple carnage before her.

"When those two are human again, they are gonna be workin' on my farm fer months!"

"Okay" Sunset said as the group made it back to the street "That's two more down. Just one more friend to find and we can reverse this whole mess".

"I can hardly wait" Twilight said with relief. However, a familiar annoying voice in her head spoke. "You don't really want to reverse the spell, do you? I mean, think of all the power and freedom you currently have. You wouldn't want to give that up to become a silly human again, would you?"

As Twilight tried to ignore the voice, Sunset was speaking.

"Alright, people" she was saying "We're almost done. All that's left is to find Pinkie Pie" she gulped as she looked out into the city "Or as she prefers at the moment, Pinkamena".

Walking through a deserted street on the other side of town, Lyra and Bon Bon made their way back home.

"Oh, man" Lyra was saying "That was quite a party, wasn't it, Bon Bon?"

"Yeah" Bon Bon replied "Except that it was a little too long. Do you know how late it is now?"

"Relax" Lyra said dismissively before pointing upward at the street lamps "We've still got enough light to get back home".

At that moment, however, the street lamp above them instantly went out.

"Huh, that's funny" Lyra said in bewilderment.

"There's nothing funny about it!" Bon Bon cried.

"Now, calm down" Lyra said soothingly "We've still got other street lamps".

No sooner did she say that than another street lamp went out. Then another. And another. And another. Until eventually, all the lamps were out, leaving the pair in total darkness.

"Any more comments you'd like to make?" Bon Bon snarked.

"Alright, you made your point" Lyra sighed "But can we focus on getting home before you start with 'I told you so's'?"

"Sounds reasonable" Bon Bon complied before looking around at the shadows surrounding them "There are times when I wish I really was a secret agent. The shadows would be second nature to me".

"You seemed pretty natural to me the way you were moving around just now" Lyra said.

Bon Bon froze. "Uh, Lyra, I haven't moved from this spot since the lights went out".

Lyra paled. "But if you're standing still" she said while pointing "Then who is that walking towards me?"

Sure enough, within the shadows came a mysterious silhouette that appeared to be drawing closer and closer to the pair. From within the shadows, Bon Bon could make out the outline of a cane in the person's hand. Also, shallow breathing could be heard as well, coming from every direction. In a panic, Lyra and Bon Bon backed away from the approaching figure, attempting to get as far away as they could. However, they soon felt the firmness of a wall press against their backs, leaving them unable to back away anymore as the figure before them stepped forward, finally allowing them to see their mysterious stalker.

Lyra and Bon Bon's screams of fright then filled the night sky, accompanied by a terrible, high pitched laughter.

Author's Note

And now we finally come to the real meat of my story. That's right, this chapter was my main reason for writing this story. For you see, this story...is my entry in the FlutterDash contest! I've been keeping it a secret this whole time to surprise everyone. I hope it does well. I just hope that I manage to finish it in time so it'll count. Wish me luck! Also, what a cliffhanger, huh? Can the Rainbooms find Pinkie and put a lid on her alter ego before she goes Sweedy Todd on the town? And can Twilight resist the urges of Midnight Sparkle? The answers lie ahead in the climatic next chapter!

Two Many Maniacs

Having found all their friends but one, the Rainbooms traversed the streets into town, looking for their final member.

Fluttershy was now riding on Rainbow Dash's back as the wolf walked with the group, the bat having her wings wrapped over Rainbow while affectionately nipping her neck.

"Certainly didn't take long to tame those two" Sunset couldn't help but comment before getting back to the matter at hand and looking down at her watch "Okay, it's 11:30. We only have thirty minutes to find Pinkie Pie, so we need to step on it".

"But how do we do it?" Twilight said as she looked around the city "She could be anywhere in town and we don't know how to search for her".

"Hey, maybe you could fly into the air and get a bird's eye view, Twilight" Spike suggested.

The suggestion caused Twilight to freeze up in hesitation. In truth, she feared that the more she used the power her Midnight Sparkle form granted her, the greater her influence would grow.

"Uh," she stuttered before saying "why don't you try smelling for her again, Spike?"

Spike shook his head. "Why do you think I suggested you flying? I've been trying to sniff her out since we left the apple grove!"

"Have to say, Twilight" Sunset spoke up "it does seem like the best idea".

"Well, why not have Fluttershy do it?" Twilight asked lamely.

In response, Sunset silently directed her thumb to said bat who was still snuggling against her wolf carrier.

Knowing she was out of excuses, Twilight inwardly sighed before reluctantly spreading her wings and flying into the air.

"That's it" the voice inside her said even louder "Embrace the power you possess. It feels good, doesn't it?"

Trying to shut out the voice, Twilight decided to focus on looking around for any sign of Pinkie. Unfortunately, she couldn't spot any overactive pink blurs no matter what direction she looked.

"Anything?" Sunset called out from the ground.

"Negative!" Twilight called back in a frustrated tone "All that I see up here is city in every direction! You'd think a pink lunatic would stick out like a sore-!"

Twilight was cut off as her ears picked up loud, shrill 'AAAAAHHH!!!', causing to whirl in the direction of the north side of town. Listening closely, Twilight could pick up other screams of fright and panic coming from the same direction.

"What is it?" Sunset called up from the ground.

"There's a bunch of screaming coming from the north end of town" Twilight explained as she landed beside the group.

"It's got to be Pinkie" Sunset surmised before turning to everyone "Come on! We've got to get her or else we'll have to get use to looking like this everyday!"

"That wouldn't be such a bad thing, would it?" the voice spoke in Twilight's head as she and the others ran down the street.

A crooked smile on its face, the figure watched as Hoops and Dumbbell, dressed as chain-gang prisoners, ran for the lives. Or rather, Hoops ran for his life, with Dumbbell along for the ride due to the chain around their ankles.

"Heheheheheh!" the figured giggled wickedly as it looked over the abandoned and fiery devastation from a rooftop "I've never felt so alive!" the figure then sighed "I just wish my victims would stop running away before I can finish them off. Oh, well," it perked up before scanning the ground below like a surveyor "Let's see if there's anyone else around to have fun with. Perhaps I'll get lucky and find an entire group to terrorize!"

The figure's wish was immediately granted as it spotted the Rainbooms dashing down the street.

"Well, well" the figure said with a sinister smirk "They should be a scream to torment".

With that the figured leaped from the roof and latched onto the side of the next building before leaping to the side of another like a monkey. Or a spider. Or a monkey-spider. It didn't really care. Looking on from its vantage point, the figure watched as Sunset and the others passed underneath without noticing it. Grinning sinisterly, the figure leaped from its perch and landed on the awning of a doorway before somersaulting and landing gracefully in an alley behind the group.

Sticking to the shadows, the figure crept up behind the unsuspecting girls.

"Wow," Twilight said in shock as she looked over the destruction around her "Pinkie Pie really did a number on this neck of town. I just hope that nobody has been seriously hurt or worse".

"Just keep your eyes out" Sunset said "We need to find Pinkie".

"But where could she possibly be?" Applejack gaped "This area is huge! Not to mention messy" she added with a shudder.

"Yeah!" Spike agreed with Applejack, desperation in his voice as he was unable to spot the pink party girl. "It might take us all night to find her!"

"Spike, don't even joke!" Twilight cried "If we don't find Pinkie soon, we'll never get back to normal!"

"Now, don't panic, Twilight" Sunset instructed calmly "Pinkie has to be around here somewhere".

"How about trying...RIGHT BEHIND YOU?!" came a fiendish voice.

Eyes wide in shock, the Rainbooms whirled around to the source of the new voice. Sure enough, there behind them was the being currently known as Pinkamena.

They only had a second to react before they saw Pinkamena's cane coming down over their heads!

"Scatter!" Sunset shouted to the group.

In an instant, the Rainbooms leaped in all directions as Pinkamena struck the ground, sending asphalt flying in all directions.

"Good grief!" Rarity cried as she hid behind an abandoned car "Wha's gotten intah Pinkie?"

"She's not herself right now!" Sunset called back "We have to restrain her somehow!"

"Well, Ah'm open tah suggestions!" Rarity retaliated.

"How about this?!" Pinkamena cried as grabbed up the car Rarity was hiding behind with ease before looking down on her with a wicked smile "Peek-a-boo!"

"Gah!" Rarity cried before running off.

Turning around, Pinkamena saw Rainbow Dash, with Fluttershy still on her back, wings spread, charging at her.

Smirking like the maniac she was, Pinkamena held the car by its bumper. "Batter up!" she cried before swinging the car, striking the werewolf and vampire head on and sending them flying backwards "Fore!"

Rainbow Dash and Fluttershy slammed into the window of a store before sliding down the glass and hitting the ground. Seeing Fluttershy moaning, Rainbow looked over her mate with concern if she was okay. Getting a weak but affirmative cry, Rainbow turned back to her pink opponent, baring her fangs angrily...only to stop and look up with shock as the car came flying at her and Fluttershy!

Grabbing Fluttershy by the neck in her teeth, Rainbow scurried out of the way just as the car smashed through the glass of the window and exploded with a 'BBBLLLAAAMMM!!!'.

"Ahahahahaha!" Pinkamena cried with sick delight to the heavens "NOW THIS IS WHAT I CALL A PARTY!"

"Twilight!" Sunset called out "Try and bind her!"

Gulping hesitantly, Twilight cried out "Okay, I'll try!"

In a flash, her hands were enveloped in a purple glow, which she directed down to a pair of downed wires. The cords glowed purple for a second before they sprang to life, and on Twilight's orders, they shot forward and wrapped around Pinkamena's wrists.

"Ooh, this looks like fun!" the pink psycho said happily "Let me try!" Tugging forward, she pulled the cords out of Twilight's magic before whipping them forward and grabbing a hold of Sunset by her waist... and her beard!

"Ow!" the wizardly bacon haired girl moaned before being violently swung around by Pinkamena.

"Ooh, nice job" Midnight Sparkle's voice said within Twilight "Make it look like it was an accident. Well done, there."

Twilight was having just about enough of that voice, however, she was torn about what to focus more concern on: the voice, or the sight of one of her friends being bound and thrown at the feet of another friend.

"Tag," Pinkamena said as she raised her cane over Sunset to deliver the final blow "You're it!"

Time seemed to stand still. Nobody seemed to be able to get to Sunset fast enough to stop Pinkamena. However, just before Pinkamena's strike could connect, she stopped short and began to twitch and shutter.

"No! NO!" she shrieked as it looked like she was losing control of herself "NOT NOW!"

Stumbling backward, Pinkamena let out a gruesome "AAAHH!" before being enveloped in a purple glow, similar to the one that caused her transformation.

When the glow subsided, the pink-haired girl collapsed to the ground.

Cautiously, everyone looked to the fallen figure.

"Everybody stay back" Sunset instructed before slowing approaching the downed girl.

Upon seeing the girl move, Sunset stopped and looked on nervously as she got back to her feet.

Staring upward to look Sunset in the eye, the girl displayed a confused expression...along with a head of poofy hair.

"Oh" she moaned "That wasn't a bit of fun".

"P-Pinkie!" Sunset cried in relief "You're back!"

"I just went on a rampage and all you can think about is my back?!" Pinkie Pie asked incredulously.

Sunset just shook her head. That was regular Pinkie Pie, alright.

"Thank heavens" Applejack said as she and Rarity crawled out from behind a trashcan "I'm certainly glad that's over with".

"Amen" Rarity agreed.

"But how did that happen?" Spike asked in bewilderment "The spell hasn't been reversed yet".

Sunset took a moment to pause and consider the question. The dog raised a good point. How was it that Pinkie Pie was back to her normal, goofy self?

She then happened to glance over Pinkie's costume, and realization hit her.

"Of course!" she cried "Pinkie is dressed as Mr. Hyde, but Edward wasn't always in control. He kept swapping back with Dr. Jekyll!"

"So, since Pinkie Pie is dressed as the character..." Twilight went on.

Sunset nodded. "She changed into a Hyde-like persona, but is capable of switching back to regular Pinkie Pie!"

'Whew" Spike said with a sigh of relief "Thank heavens for Pinkie's bizarre taste in costumes!"

Sunset then helped her pink friend up.

"How are you feeling, Pinkie?" she asked.

"Oh, except for sore hands and feet and scrapped knees, I feel fine" Pinkie replied with a shrug "Sorry I was being a meany to all of you".

Twilight's eyes widened. "You remember everything you did when you were going bananas?"

"Ah, don't mention food" Pinkie Pie moaned "I haven't eaten anything since I got transformed. And to answer your question: Unfortunately! Do you know how many people I've made unhappy tonight? I'll be making 'I'm Sorry' cakes for weeks! Better polish off my frowny stamp".

Sunset's eyes widened in amazement "So you retain the memories of everything that happened, huh?" she looked towards a certain quartet of a cowgirl, a debutante, a vampire, and a werewolf "Things are going to be interesting after this".

"Well, right now, the important thing is that we're finally all together again!" Twilight said in delight "That means we can finally reverse the spell!"

Sunset nodded as she looked down at her watch "It's 11:45. We have fifteen minutes to get back to that street and cast the reversal spell! Come on!"

With that, the group fled back down the street they came...or at least all of them except two.

In annoyance, Sunset walked back to the werewolf and vampire who were in the midst of cuddling.

"I knew we should've separated you two" she groaned while grabbing a hold of Rainbow Dash by the fur and hauling the wolf alongside her, Fluttershy right behind.

It wasn't long before the group was back at the street corner where this whole mess had started.

"Well, here we are" Spike said while gasping for breath from running the whole way. "Now what?"

"Okay" Sunset said as she looked at her watch "It's five minutes to Midnight. All we need to do is cast the counter spell and this whole mess will be done with".

"Ah still don't see why Applejack and Ah need tah be here" Rarity shook her head in confusion "Yah are tha ones tha have been changed. Applejack and Ah are still tha same".

Sunset shook her head as she chose to ignore the cowgirl before turning to the group's bookworm "Alright, Twilight. In order to reverse the spell, you must put yourself in the same mindset you had when you originally cast the spell, only this time, you focus on all of us being back to regular selves, got it?"

"R-Right" Twilight nodded enthusiastically "Got it!"

"Good" Sunset said "Now, hurry. We only have a few minutes left!"

Bracing herself, Twilight held out her hands in front of herself and began to concentrate. Within a few seconds, an orb of purple energy began to form.

"That's it" Sunset said eagerly "That's it. Just a little bit more".

"This is it" Twilight said to herself "My worries are almost over!"

Suddenly, before the spell could reach full power, Twilight stopped and dropped her hands.

"Twilight?" Sunset gaped while Rarity, Applejack, and Pinkie looked on in confusion "What are you doing? Why did you stop?!"

"That's what I'd like to know" Twilight thought to herself.

"Oh, come now" came a certain voice that caused Twilight's eyes to widen in shock "You didn't really think I'd let this just happen without trying to stop it, did you? Guess again. So why don't we just sit tight and let that spell become permanent, okay?".

"Twilight, you need to get back to casting the spell!" Sunset was yelling "It's only a few minutes to Midnight! If you don't, we'll all be stuck this way forever!"

"And what would be wrong with that?" Midnight Sparkle's voice said "After all, look at all you can do this way! You don't really want to throw it all away to go back to being a measly human, do you?"

Finding herself torn, Twilight grabbed her head yelling before falling to her knees.

"Twilight?" Sunset asked in confusion "What's wrong?"

"I'm sorry!" Twilight cried out "But I can't do it! She won't let me!"

"Who won't let you?" Sunset asked with a raised brow.

"Midnight Sparkle!"

"Huh?" was the collected reaction from the others.

Gasping, Twilight explained "I know I haven't done anything atrocious, but I can just feel her there! She's been growing stronger all night. And now, she's preventing me from casting the reversal spell and wait until Midnight!"

"Hmm, I thought that you seemed to have something on your mind all night" Spike said with realization.

"Twilight" Sunset said slowly "I realize that you think that Midnight is controlling you, but you've got to resist it! We need you to cast that spell!"

"You don't need to resist me" Midnight's voice said inside Twilight "And you don't need to cast that spell. Just a few more moments, and I'll be here to stay for good!"

"Twilight, remember, you're not the same person you are when you succumbed to your darker side before!" Sunset said.

"She's right" Midnight agreed "You're even better now".

"Remember, you decided to wear that costume to prove to yourself that she had no more influence over you!"

"Which turned out to be wrong".

"Twilight we need you!"

"But you don't need them".

"Uh, excuse me?" Pinkie called out in a panic "Sorry to interrupt Twilight's internal struggle, but I'm in the middle of my own here!"

Sunset's eyes widened "You mean...?"

"Yep" Pinkie nodded nervously as she clutched her stomach "Bad Me is about to come back!"

Sunset immediately whirled back to Twilight "Twi, you need to cast that spell now, otherwise we're going to be dealing with a psycho that'll be here to stay!"

"Two psychos, actually".

Twilight tried her best, but she just couldn't get herself to do the stance, let alone concentrate.

"That's it" Midnight Sparkle said wickedly "Just one more minute to go"

"Come on, Twi!"

Twilight looked up to see that Rarity had called out to her.

"Ah don't really know what's goin' on, but Ah'm not gonna let mah friend believe she can' do it!"

"She's right, Twilight, Dear!" Applejack agreed "You can do this!"

"Go for it, Twi!" Pinkie added.

Looking down, Twilight saw that even Fluttershy and Rainbow Dash, the two in their usual riding manner, were looking at her with belief in their eyes.

"Twilight" Sunset finished "You overcame her before, and you can do it again!"

Twilight's eyes widened in realization as she took in all the words she had heard.

"They're right" she thought to herself "They are absolutely right!"

With that, she raised her hands and began to concentrate, the purple ball materializing in front of her.

"No!" Midnight's voice shrieked in her mind "What are you doing?!"

"Showing you that you have no power over me anymore!" Twilight sent a retaliating thought as the sphere of magic grew brighter.

"No!" Midnight cried in panic and fear "You can't do this to me! You can't! You CAN'T!"

"As Rainbow Dash would probably say" Twilight said inside her head as the spell reached full power "Make like eggs...and beat it!"

In a sudden flash, the purple orb burst forward and engulfed the Rainbooms.

"NNNNNNNNNNOOOOOOOOOO!!!!!!!!!!" Midnight Sparkle's voice screamed as it faded from Twilight's mind before completely vanishing.

The moment the spell subsided, Twilight collapsed to her feet.

"Whoo" she said in exhaustion "That took a lot out of me".

It was then that she caught sight of Spike looking at her, his eyes wide in amazement. Looking down at herself, Twilight saw that she was still wearing her Midnight Sparkle costume, but her skin was now back to its regular color. Feeling her face, she realized it was exactly the way it was supposed to be.

"It worked!" she cried happily "It worked! I'm myself again!"

At the same time, Sunset was looking over herself. Her robes didn't look as sparkly as they did a moment ago. Grabbing her beard, she tugged on it...and was greatly relieved to find it was removable.

"You did it, Twi!" she cheered, her voice back to normal "You did it!"

Pinkie, meanwhile, had braced herself for her bad side's return. After not feeling anything for three minutes, she relaxed her posture as she looked through herself, unable to find a malicious thought in her body.

"No Bad Me here anymore" she said with relief.

Applejack and Rarity, meanwhile, were getting their bearings.

"Oh, tha was a doozy" Applejack commented, her accent back to normal "Ah knew dressin' as a high-class girl was somethin' Ah'd regret".

"Oh, my head" Rarity moaned, her mannerisms restored "I actually have the urge to work at Sweet Apple Acres!"

Rainbow Dash, meanwhile, was on all fours, Fluttershy still on her back.

"Uh, Fluttershy?" Dash asked nervously.

"Oh!" Fluttershy said with realization as she got off Rainbow's back "Sorry".

"Eh, let's talk about what happened tomorrow, shall we?" Rainbow commented sheepishly.

"Okay" Fluttershy nodded.

"Whew" Sunset wiped her brow "Thank goodness that's all over with" she looked over to Twilight "Way to go, Twi".

"I don't see why you should be thanking me" Twilight said guiltily "I was the cause of that whole mess anyway".

"Maybe" Rainbow said "But you did have good intentions".

"Yeah" Pinkie Pie added "You were trying to make us happy, and we can't fault you for that".

"And nobody got seriously hurt" Rarity said soothingly "So it's not a total disaster".

"Naught tah mention tha it was a real eye-opening experience fer some of us" Applejack admitted reluctantly.

"We know you didn't meant to cause what happened, Twilight" Fluttershy imputed.

"None of us blame you, so you shouldn't really blame yourself" Spike came in.

"Cause what kind of friends would we be if we didn't let magical hi-jinks slide?" Sunset finished with a smile.

Twilight felt the weight of her guilt wash off her as she looked up to her friends with a grateful smile "Thanks, everyone".

"Alright, enough of this mushy stuff" Rainbow Dash cut in "It may be Midnight, but we're still in Halloween costumes and never got to celebrate!"

Twilight smirked. "Who's up for a party at Sugarcube Corner...with our costumes perfect as they are now?"

"Yeah!" came the unanimous agreement before the group went off to Sugarcube Corner to party until the sun came up.

Author's Note

Wow. I'm actually surprised I managed to finish this chapter in one day. It was hardly a fourth done when I began work on it this morning. Amazing what the right motivation can cause one to do, huh? In case any of you are wondering, no this isn't the last chapter. I've got an epilogue to do tomorrow, and after that, this story will be in the can and my entry in the FlutterDash contest will be complete! Look out for it!

Epilogue

With Halloween over and done with for another year, the town of Canterlot went back to its normal routine, with everyone getting on with their lives. Among them were a certain pair that was walking down the street.

"Whew" Applejack was saying "Last night was definitely somethin', huh, Rares?"

"Well, it was definitely one for the record books" the fashionista replied "But it can still be chalked up as another day in our unique lives".

"Yah" Applejack agreed while shaking her head in disbelief "Ah can' believe Ah actually freaked over breakin' a nail".

"Well, I can't say I blame you" Rarity commented "They did look marvelous. In all honesty, you were actually very lovely last night. You wear the air of an aristocrat quite well".

"Heh" Applejack chortled "Yah were a purty good country girl yerself".

"Are you kidding?" Rarity cried in shock "I was absolutely uncouth! I have no idea how I was able to talk with that southern drawl for so long!"

"Heh, yeah, right" Applejack chuckled "Wha about wha yah did when we were tryin' tah find our way out of downtown?"

"I seem to recall that I only made things worse for us" Rarity retorted.

"Wha about gettin' us away from tha big bulldog and pulverizing tha mugger we encountered?"

"Oh, please don't mention that incident" Rarity moaned "I can't believe I did something so unlady-like such as roughhousing with a brute!"

"Still, yah have tah admit tha yah were darn good at it" Applejack commented.

"Well, I suppose I did find it amazing to be so strong and hardworking" Rarity reluctantly said.

"And Ah think Ah saw just wha goes through that head of yers when it comes tah being high-class" Applejack said.

"So last night did have some use" Rarity said "We got to walk in each other's shoes for awhile".

"Yah" Applejack nodded "But no offense, but Ah think Ah'll stick tah my own shoes. Those high-heels really pinch".

"Well, that's what they're supposed to do" Rarity retorted "But you are right. Next time we decide to make a wager, let's go for something less close to home".

Applejack smirked "How about next time, tha loser has tah babysit the winner's sister and her friends?"

"What?!" Rarity cried "Applejack that's too cruel! I'd rather be forced to kiss whoever you choose!"

Applejack grinned. "Done".

Rarity paused. "Wait! Applejack, wait! I didn't mean I wanted to do those terms!"

On another side of town, a certain pink-haired girl was coming out of her house. Walking down the street, she seemed to be in deep thought. Just as she was about to turn the corner, she ended up nearly bumping into a certain person who was leaning against the lamp post.

"Aah!" she squeaked "R-Rainbow Dash!"

"Uh, hey, 'Shy" Rainbow replied nervously.

"Wh-What are you doing here, Rainbow?" Fluttershy had to ask.

"Uh, you know" Rainbow said slowly "Just...hanging around".

"Oh" Fluttershy replied awkwardly before lamely saying "Well, uh, I'm going to meet up with the others. Would you like to walk with me?"

"S-Sure!" Rainbow said with blushing cheeks "Why wouldn't I?"

The pair proceeded down the street in silence. Both of them did their best to avoid the other's gaze, yet both knew that the events of last night would have to be discussed at one point.

Finally, Rainbow decided to speak.

"Listen, Fluttershy" she said slowly "I'm really sorry for getting you into that mess".

"Why are you blaming yourself for that, Rainbow?" Fluttershy felt the need to ask.

"Why do I blame my-" Rainbow was left sputtering "Because I was the one who convinced you to wear that costume, remember? Thanks to me, you ended up transforming into a giant bat!"

"But that was an accident, Rainbow" Fluttershy said "You couldn't have known that would happen".

"Yeah, well, I still feel like I'm responsible" Rainbow muttered.

"Rainbow," Fluttershy said slowly "In all honesty, it wasn't that bad of an experience".

Rainbow Dash gaped "It wasn't?"

"No" Fluttershy shook her head "It was actually a bit of fun to be able to fly like that. And true, I did eat more than my body weight in apples and scared our friends out of their minds, at least I didn't hurt anyone".

"Well, I guess that's true" Rainbow admitted "Me? I nearly tore apart two of our friends upon becoming a wolf!"

"Now, don't feel guilty about that" Fluttershy said sternly "The instincts of a wolf are very vicious. The important thing is that you didn't bite anyone".

"Yeah, you have a point there" Rainbow shrugged.

"Say, Rainbow" Fluttershy said nervously "Do you remember what happened between us when we crossed paths?"

"You mean that you gave me a good left hook?" Rainbow asked jokingly "Man, do you have an arm, Fluttershy".

"Uh, no" Fluttershy shook her head slowly "I was talking about after we duked it out".

"Oh" Rainbow said with blushing cheeks "Right. That".

"I mean, don't you think it was odd?" Fluttershy went on "I mean, a vampire and a werewolf ending up like we did?"

"Yeah, you do raise a point" Rainbow admitted "I mean, there's no written rule that vampires and werewolves can't get along, and it'd be easy to say that our friendship caused that to happen, but we did more than that".

"Rainbow" Fluttershy said slowly "Do you think...that how we acted as those creatures...really means something?"

Rainbow looked her lifelong friend in the eyes with completely honest "I...I don't really know, Flutters".

"But, Rainbow..." Fluttershy said while looking down before staring up into Dash's eyes "Would you...want it to?"

Rainbow reacted to the question with wide eyes. Did she want what happened to mean something? Looking Fluttershy in the face, she took notice of how lovely she looked.

Finally, she said one word.

"M-Maybe".

Fluttershy's eyes widened in surprise, before Rainbow put a hand under her chin and tilted her head upward.

"But there's only one way to find out for sure" the rainbow-haired athlete finished as she neared Fluttershy's face.

Realizing what Rainbow was meaning, Fluttershy willingly leaned forward while closing her eyes. Within seconds, the lips of the two childhood friends met. The sensation was strange at first, but over time, the two girls got use to it as they wrapped their arms around each other.

Eventually, they parted, gasping for breath.

"So, what did you think?" Rainbow asked breathlessly.

"Uh, I'm still not sure" Fluttershy said "I think I need to double check".

"Yeah, good idea" Rainbow nodded before quickly pulling Fluttershy back towards her.

The two kept double checking for ten more times before they finally came to a decision.

"Alright, so, what is the proper way to cast a transmutation?"

"Focus on your target, make sure your magic is evenly dispersed, and concentrate on the form you want it to become" was the reply.

"Very good" Sunset said with an approving nod "You're getting good at learning the fundamentals of magic, Twilight".

"Well, after last night's little incident, I want to make sure I know what I'm doing from now on whenever I cast a spell" Twilight explained.

"Glad you finally learned that lesson, Twi" Spike said with relief "I was worried you wouldn't get it until after you blew up the garage again".

"Spike, I keep telling you, that spell was completely safe!" Twilight cried "There was a leak in a gas line that reacted violently with one of my Bunsen burners!"

"Uh, wouldn't that mean it's still your fault?" Spike asked flatly.

Twilight opened her mouth to retort, but found herself unable to say anything, so she just groaned "It's times like these I wish that he couldn't speak his mind".

Giggling, Sunset looked towards the front of the sidewalk "Hey, look!" she cried while pointing.

Sure enough, coming towards them was a certain pink girl, loaded down with armfuls of cake boxes.

"Hey, girls" Pinkie said under the weight of her boxes "Making some necessary deliveries this morning".

"Let me guess" Sunset pretended to think it over "Those are 'I'm-Sorry-I-Ran-A-Muck-Last-Night' cakes".

"Yeah!" Pinkie nodded "How did you know?" she gasped "Did you read my mind when I wasn't looking?"

Ignoring the question, Sunset looked to the girl's load "So, how is it going?"

"Well, it could be better" Pinkie replied regretfully "Many of my 'victims' are still sore about last night and not willing to forgive me yet" her voice narrowed into a whisper "And a bunch of them are really testy" she rolled her eyes "I mean, really, getting huffy over me stuffing cake down their pockets. How else was I supposed to give it to them when they wouldn't accept it any other way?"

Twilight, Spike, and Sunset said nothing, just choosing to listen to Pinkie talk.

"Anyway, I've still got 20 more people to apologize to. I just hope they'll be more willing to accept my apology than others".

It was then that the three girls turned to see someone coming up the sidewalk, the sight of which caused Sunset and Twilight to gape in shock.

It was none other than Lyra and Bon-Bon, but they looked like they had seen better days. The two of them were sharing a full-body cast, Lyra on the left and Bon-Bon on the right. Both of them had a single arm and leg sticking out of the mass of bandages, requiring them to hobble their way down the street. Lyra's hair was standing on end and a bandage was wrapped around her forehead. while Bon-Bon was sporting a black eye and had her only exposed arm in a sling.

"Ooh!" Pinkie Pie said excitedly as she grabbed up a box "Hey! Lyra! Bon Bon!"

The pair took one look at Pinkie Pie before their eyes widened in panic. In a flash, they had about faced and hobbled back the way they came faster than Rainbow doing a track and field.

"Aww" Pinkie Pie moaned "Now I'll have to look for them all over again!"

"What did you do to those two?" Sunset asked with mouth agap.

"Uh, you don't want to know" Pinkie said hesitantly.

"I think I'll take her word for it" Spike meeped while Twilight nodded in agreement.

"Hey, guys!" a voice caught their attention, causing the trio to turn to see Applejack and Rarity coming up the street "Wha's goin' on?"

"Oh, nothing much" Spike said nonchalantly "Sunset is quizzing Twilight and Pinkie is forcing apology cakes on everyone she terrorized last night".

"Oh, doesn't sound like anything different" Rarity commented.

"Well, what about that?" Pinkie Pie said as she pointed to a certain yellow and blue pair walking up to the group. The sight wouldn't normally strike them as anything different...except for the fact that the two girls were holding hands and looking at each other fondly.

"Hey, girls" Rainbow Dash said with a grin while still holding Fluttershy's hand "Flutters and I have big news!"

"Yah found a way tah replace all tha trees on my farm tha yah smashed while wrastlin'?" Applejack snarked.

Rainbow stared flatly at the cowgirl "We told you that we'd pay you back for all the trees that were smashed, and the apples that Fluttershy ate. But that's not what we want to say!"

"Then what's your news?" Sunset asked.

Grinning, Rainbow took hold of Fluttershy's other hand and the two smiled at each other before looking to their friends and saying simultaneously...

"We're going out together!"

In an instant, the Rainbooms burst into cheers and congratulations.

"Wow, way tah go yah two" Applejack said sincerely.

"Indeed" Rarity added "I just knew that your animalistic behavior last night was a sign of something".

"Yay!" Pinkie Pie cheered "I get to throw a 'My lesbian best friends finally got together' party!"

"Might want to think about changing that title around" Spike said awkwardly.

"Congratulations, you two" Sunset said to the new couple with a grin "We're really happy for you".

"Yeah" Twilight nodded "I'm just glad that something good came from my mistake last night".

"Oh, I wouldn't say that was the only good thing to happen, Twilight, Dear" Rarity said soothingly "After all, Applejack and I were just talking about how we got the rare opportunity to see how the other lives".

"Though we did agree tha we prefer tah stay on our own sides of tha fence" Applejack added.

"Not only that," Sunset spoke up "But thanks to you, Twilight, I got to be one of the greatest unicorns in history! Not everyone can say that's happened to them. I'm definitely going to tell Princess Twilight about everything that happened last night".

"Do you suppose that she'll be jealous that you literally got to be Starswirl the Bearded?" Rarity asked.

"Possibly" Sunset shrugged "I mean, the only thing that could top that would be meeting him in person".

"Considering how you said he's supposed to be from 10,000 or so years ago" Rainbow Dash said as she was cuddling her new girlfriend "I don't see that happening".

Twilight, meanwhile, was smiling. "You guys are right. A bit of good did come out of last night's little incident, including reinforcing that I don't have to worry about succumbing to Midnight Sparkle. I'm really glad to have friends like you".

With that, the Rainbooms went into a group hug (Rainbow Dash and Fluttershy making sure to wrap their arms around each other in the process). After it broke up, Pinkie Pie spoke up.

"Ooh, maybe next year, Twilight can cast that spell again!" she rambled "Only then, we should dress as pony versions of ourselves!"

The rest of the group let a collected groan of disagreement. No more real-life costumes for them. From now on, they would be wearing latex and cloth. The only way they would be wearing skin again was if Pinkie went on another psychotic rampage.

For more than a few reasons, they prayed that that scenario would never come about.

Author's Note

And with that, my FlutterDash contest entry is officially finished. And just in time too. The month is just about to end. I do hope that this story does well in the contest. Wish me luck!

Too Realistic

Red, yellow, and orange leaves blew through the crisp autumn air. The sun was setting, only a few scant traces of light remaining. And the entire town was decorated with pumpkins, paper ghosts, fake spiders, and rubber bats.

The perfect conditions for a Halloween night.

As Sunset Shimmer stepped out of her house, she looked on fondly at the sights around her. She greatly enjoyed this holiday since she first arrived on this world, just as she enjoyed its counterpart back in Equestria when she was growing up.

Walking down the sidewalk, she took in all the costumes everyone was wearing. She herself was wearing a starry magician's robe. On her head was a pointed hat which sported half a dozen crescent moons. On her face, bound by a thread, was a long, flowing fake beard. In her hand, was a long wooden staff that she herself had crafted in wood-shop. She doubt anyone would get the reference to her costume, but that didn't matter to her.

As Sunset continued her trek down the street, she looked around to see if she could spot any familiar faces. Of course, all the costumes looked so impressive that it was hard to tell some people apart. She thought she spotted Lyra and Bon Bon, dressed as secret agents. She noticed Derpy, wearing a construction worker's outfit, walking beside Flash who was dressed as a punk rocker. She also caught sight of the CMC standing on each other's shoulder's in a hobo trenchcoat.

Still, no matter where she looked, there was no sign of six certain faces.

"Man, where are they?" she said "It can't be that hard to find them".

"I don't know" came a voice beside Sunset "I don't see them anywhere!"

"Aah!" Sunset cried in surprise before turning towards the girl beside her "Pinkie! We should really consider getting a bell for you".

"Oh, that's thoughtful, Sunset, but not necessary" the party girl replied "I always carry half a dozen in my pocket in case of bell-related emergencies. I don't need any more".

Sunset regarded the comment with a look of disbelief before shaking her head with a sigh "Oh, nevermind, Pinkie. You were saying you don't see any sign of them?"

"Nope" Pinkie Pie shook her head "Course it would help if I knew who I was looking for".

It took everything Sunset had not to say anything she would regret as she pinched her nose in frustration.

"The others, Pinkie" she said in exasperation "I'm looking for our friends".

"Oh" Pinkie said understandingly before immediately scanning over the area like a tracker, a hand over her eyes "Nope. I don't see the girls anywhere. We'll just have to keep looking".

"Figures" Sunset replied before finally looking Pinkie Pie over.

The pink girl was wearing a formal grey suit of an Englishman. Around her neck, held by a single clasp, was a long traveler's cloak. Completing the outfit was a top hat on her head which covered her poofy hair, while a long walking cane was in her hand.

"Tell me you're not Jack the Ripper" Sunset said uneasily.

Pinkie Pie giggled "No, of course not, Silly!"

Sunset sighed in relief...

"I'm Mr. Hyde!"

...before facepalming so hard that her beard threatened to fall off. "Of course, you are".

Pinkie looked over Sunset's costume "So, who are you, Sunset?"

Sunset grinned. "Oh, I'm Starswirl the Bearded. The greatest unicorn wizard in Equestria".

"Oh, he was the guy who created the mirror portal that allowed you to come here!" Pinkie said.

"Exac-" Sunset stopped as her eyes widened "Wait. Princess Twilight and I never told you girls that. How did you...?"

"Oh, look!" Pinkie Pie pointed, cutting off Sunset's question "It's Rainbow Dash!"

The mystery of Pinkie's knowledge vanishing from her mind, Sunset turned to find herself face to face with a rainbow haired girl in a full-body wolf suit, complete with wolf paws, a wolf muzzle over her face, and fake wolf ears.

"Aroo!" Rainbow Dash howled "Hey, girls! Applejack and I are ready to have an awesome night!"

Sunset and Pinkie looked to each other in confusion before turning back to their guitarist friend.

"Uh, Rainbow," Sunset said slowly "Either you've taken too many soccer balls to the head, or you've lost track of someone".

Turning to her side, Rainbow Dash saw that, sure enough, she was by herself. Looking around, the rainbow-haired girl spotted a nearby tree. Narrowing her eyes, she stomped up to it.

"Applejack, come out from behind there!" she ordered.

"No way!" Applejack's voice stubbornly said from behind the tree "Ah feel downrigh' ridiculous!"

Rolling her eyes in annoyance, Rainbow reached a paw-arm behind the tree and yanked the cowgirl out from behind it.

Oh, at least Pinkie and Sunset thought it was a cowgirl.

Applejack was wearing a long, flowing, strapless blue evening gown with matching slippers and elbow-length white gloves. Around her neck was an emerald necklace with her ears wearing matching emerald earrings. As a final touch, her hair had been done up in a fancy style and her prized Stetson had to be left behind.

"If Ah hear yah snicker one time..." the gussied up farmer threatened her prismatic friend.

"You won't" Rainbow Dash replied while suppressing a smirk.

"Wow, Applejack" Sunset said in amazement as she looked over the cleaned up cowgirl "You actually look...beautiful".

"Ah know Ah'm purty" Applejack said, her checks red with embarrassment and frustration "but Ah don't need tah look fru fru to show it. This is absolutely uncomfortable!"

"Join the club, Darling" came a flat voice from the side.

Turning, the group saw a familiar fashionista dressed in overalls, with a straw hat on her head and a polka dot scarf around her neck.

"I can't believe I'm being forced to wear this!" Rarity moaned "This outfit is most definitely not my taste!"

"I don't know" Rainbow Dash said with a grin "That could be a good look for you".

"Err, this is all your fault!" Rarity screeched at her formally dressed friend.

"Wha are yah blamin' me fer?!" Applejack said defensively "This is no picnic fer me either!"

"You're the one who got me in this mess!" Rarity countered.

"Hey, don' ferget" Applejack cried before jabbing a thumb at a certain pink partythrower "She's the one who's forcin' us tah do this!"

"Sorry, girls" Pinkie Pie said with a shrug "Your challenge ended in a tie, and since you appointed me as a neutral third-party overseer and enforcer, I had to make a fair ruling".

"How were we supposed tah know that a sudden cloudburst would stop tha soccer game when tha score was even?" Applejack groaned.

"I knew I shouldn't have made such a foolish wager" Rarity moaned "It's not like me at all".

"Hey, in case you forgot, you both made a Pinkie Promise to follow through with this no matter what" Pinkie replied before her eyes narrowed "Or would rather face those consequences?"

Sunset resisted the urge to flinch. Somehow, Pinkie talking seriously while wearing the costume she had on made her seem downright terrifying.

"Oh, fine" Applejack conceded "But Ah'm never doin' this again".

"Agreed" Rarity seconded.

"And I'm never going to let the two of you live this down" Rainbow said with a grin.

"Can it, Rainbow" the unhappy duo said simultaneously.

"Alright, come on" Sunset took control of the situation "We still have two more of our group to find".

Walking down the street, the group spoke idle chat as they searched for their remaining friends.

"So, Sunset" Rarity said "Ponies actually have something like this back on Equestria?"

"Yeah," Sunset nodded "It's pretty much the same as Halloween. We call it Nightmare Night".

"Oh, I get it!" Pinkie Pie exclaimed "'Nightmare' like something scary, 'Mare' like a pony, and 'Night' cause it's nighttime!"

"Yeah" Sunset said with a grin "Something like that".

"Did Princess Twilight ever tell you what our counterparts do?" Rainbow asked.

"Well, we swapped a few messages earlier today" Sunset answered "From what I gathered, Applejack's counterpart sets up a maze in her cornfield, Rarity's makes costumes, Pinkie passes out candy, Rainbow likes to scare ponies, and Princess Twilight oversees everything".

"Hmm, tha corn maze sounds like a neat idea" Applejack said in deep thought "Ah'll have tah arrange tah start doing tha next year".

"But what about Fluttershy's counterpart?" Rarity asked.

"Oh, she prefers to wait out Nightmare Night under her bed" Sunset replied "Princess Twilight told me how last year, they tried to get her to join in, and she actually succeeded in scaring them out of their wits".

"Nice" Rainbow Dash said in awe.

"You probably wouldn't say that if it was you getting terrified" Rarity commented.

"Yeah, and besides, afterwards, Pony Fluttershy decided that it still wasn't her cup of tea" Sunset finished.

"Spoooooooooky tea?" Pinkie Pie asked in wavering voice.

"No, just regular tea, Pinkie" Sunset replied with a playful eyeroll.

"Heh, her loss" Rainbow shrugged "I'm just glad that our Fluttershy is coming out tonight".

"Yeah, she's not very fond of Halloween herself" Applejack commented "It took us a bunch of proddin' just tah convince her tah come join us tonight".

"I wonder where she is, though" Sunset had to ask as she looked around.

"I'm here" came a soft voice that was fortunately loud enough for the group to hear.

Turning in its direction, the girls saw a certain pink-haired girl wearing a long black cape over a black dress, with a pair of fake fangs in her mouth.

"Ooh, Fluttershy's a vampire!" Pinkie squealed with faux fright "Watch out or she might suck you dry or turn you into her slave!"

"Oh, I couldn't do a thing like that!" Fluttershy cried before turning to her childhood friend "Oh, why did you convince me to wear this costume, Rainbow?"

"Oh, come on, Fluttershy" Rainbow Dash said enthusiastically "It makes perfect sense! You're a vampire, I'm a werewolf. The two of them are total opposites, just like us!"

"Well, I suppose when you put it that way" Fluttershy conceded.

"That a girl" Rainbow said proudly.

"Alright," Sunset called attention to herself "So now we just have one more friend to find".

"I'm coming!" came a voice from down the street. Sure enough, Twilight was running up to the group, almost out of breath. At her feet was Spike, who was doing his best to keep up with his mistress. What was different about Twilight, however, was that she had forgone her glasses for contacts this evening and was wearing a very familiar outfit.

"Hey, is she dressed as...?" Rainbow Dash started to ask.

"I think so" Fluttershy agreed with a nod.

Upon reaching the group, Twilight stopped and finally caught her breath.

"Boy" she said through gasps "It's hard to run in this costume".

"Ah have tah say, Ah'm impressed by your willingness tah wear tha, Twi" Applejack said "Ah would've thought dressin' as Midnight Sparkle would be tha last outfit you'd want tah wear".

"Well, it really wasn't Twilight's idea" Spike piped up "Rarity talked her into it".

All eyes turned to Rarity, who shrugged guiltily. "Even though it was demonic, I still thought it was a good outfit design" the fashionista admitted "Besides, I thought it might help build Twilight's confidence, knowing she can look like her alter-ego without becoming her".

"And I admitted that it was sound logic" Twilight added as she finally rose back to her feet.

"Alright, so now that we're all here, what do you girls want to do?" Rainbow Dash had to ask.

"Ooh, I know!" Pinkie cried "How about having a party at Sugarcube Corner?"

"Tha sounds good tah me" Applejack said.

"I agree" Rarity imputed.

"I'm always down for a party!" Rainbow cried.

"I'm okay with whatever you girls want to do" Fluttershy said softly.

"I'm fine with a party" Twilight said.

"Alright, then I guess it's unanimous" Sunset said "Next stop, Sugarcube Corner!"

"Wait" Twilight said, stopping everyone before they could walk off "Before we go, I want to point something out. Looking at them clearly, I don't think these costumes are really realistic".

"I beg your pardon?" Rarity said offended "I sewed all these costumes myself! Are you actually insulting my taste?!"

"No, no" Twilight said quickly "No offense to your style, Rarity. I just think that our costumes could look a bit more life-like".

"You know, Twilight has a point" Rainbow commented as she raised her arm "I'd feel really intimidating if this looked like actual fur".

"And how pray tell would we make 'em more real?" Applejack inquired. "Ah'm already uncomfortable wearin' this costume jewelry, Ah don't know if Ah can handle the genuine article!"

"Uh, actually, Applejack" Rarity said slowly "That is real jewelry you're wearing".

"What?!"

"I wanted to make you look like an actual debutante, and fake jewelry just wouldn't suffice" Rarity then offered a guilty smile "Consider it payback for dragging me into this wager".

"Well, to answer Applejack's question" Twilight brought the attention back to her "I've been doing some experiments with my magic, and I think I can cast a spell that can make our costumes look more realistic".

Sunset tensed a little. "I don't know, Twilight. I mean, sure, you've gotten a good grip on controlling your magic, but your spells aren't always reliable".

"Ooh, remember the time Twilight tried to cast an invisibility spell on us?" Pinkie Pie said with a grin.

"I don't know what was more humiliating" Rarity muttered "The charge for public nudity or the ride to the police station".

Twilight looked slighted. "Oh, come on, Girls!" she cried "I've gotten better since then. Trust me!"

"Well, Ah don't see wha we'd have to lose" Applejack said.

"Except perhaps our costumes" Rarity commented.

"Hey, if it'll make me look more wolf-like, I'm for it!" Rainbow cried.

"Well, if Rainbow wants to do it, I'm okay with it, I guess" Fluttershy added.

"Yeah, let's get this done so that we can get over to Sugarcube Corner and party!" Pinkie Pie yelled.

"Alright, guess the majority wins" Sunset said with a sigh "Alright, Twilight, let's do it".

Grinning from ear to ear, Twilight cracked her knuckles as she prepared to cast her spell.

"Uh, you do know what you're doing, right?" Spike said nervously.

"Spike, have a little faith, okay?" Twilight replied.

"I'm just saying I don't want to see another fire".

"Spike! Not every spell I cast causes a fire!" Twilight retorted "Now pipe down so I can concentrate".

Cautiously, the little dog backed up and took shelter behind a fire hydrant before putting on a miniature hard hat and doing a duck and cover.

"Alright, here we go!" Twilight said as she held up her hands, palms out, before closing her eyes in focus. Straining and sweating, eventually a purple orb of magical energy began to form in front of Twilight's palms.

"It's coming" the bookworm said gasping as the sphere glowed brighter "It's coming. I'm almost there. Just...about...finished".

The ball of magic continued to grow until it was the size of a basketball. However, it was then that Sunset noticed there were some sparks dancing over the orb.

"Uh, Twi?" she said nervously "You might want to shut it off!"

"No, really!" Twilight said desperately as she focused further "I can do it!"

"No, wait!" Sunset cried as she ran forward "You're gonna...!"

Suddenly, there was a tremendous 'Blam!' as the sphere burst into a wave of purple energy that swept over the group and sent them flying backwards before dissipating.

"...do that" Sunset finished with a groan.

Sighing, Spike came out of his hiding place. "I had a feeling something like that would happen".

"Sorry" Twilight said sheepishly to the group.

"Oi, you've got to learn to better control that, Twilight" Sunset sighed as the group got to their feet "Still, no harm done, I suppose. Is everyone alright?"

There was a chorus of 'Yes', 'Uh-huh', and 'Ah'll live' from the group.

"Alright, then" Sunset said "So let's just go to Sugarcube Corner and have our party with our costumes as they are and..."

"Oh!"

Everyone turned in shock to the sound of a painful moan as Fluttershy fell to the ground.

"Fluttershy!" Rainbow said with concern "What's wrong?!"

"I don't feel so good" Fluttershy said woozily while on all fours "I think I..."

"Fluttershy?" Twilight asked tentatively.

Suddenly, a flash of purple light appeared around Fluttershy, causing the group to jump back in shock. Then, to their shock and horror, Fluttershy's fake vampire fangs seemed to bond with her real teeth; her entire jaw becoming filled with razor sharp incisors. At the same time, her fingernails began to grow long and talon-like while her ears became long and pointy. To the disbelief of the group, her costume began to shrink around her body and spread, turning her skin pure black while her cape split in two, becoming wings.

When the purple glow faded away, Fluttershy finally stood back up. Only instead of looking into the face of their friend, the Rainbooms stared into the face of a giant, pink-haired vampire bat!

Jaws dropped as they looked on in shock, the Rainbooms stared at the large bat as it peered back at them with curiosity.

"Fl-Fluttershy?" Sunset asked nervously "Is that you? Please, say something".

In response to Sunset's words, the bat hissed and opened its mouth to reveal rows of razor-sharp fangs!

"AAAHH!" the Rainbooms screamed in fright, finally unable to hold in their terror anymore.

With a hissing squawk-like Scree!, the newly transformed Fluttershy flapped her wings and took to the air and flew away out of sight.

"D-Did you guys just see that?!" Sunset gasped.

"If you mean Fluttershy transforming into a giant bat, then yes!" Spike shouted.

"Rarity! Applejack" Twilight turned to her friends in a panic "Tell me that did not just..."

Twilight stopped herself as she watched the two friends she spoke to become enveloped in purple magic just like Fluttershy. Applejack's dress became much more defined while her expression became feminine, her freckles becoming more noticeable, while Rarity's overalls became more rugged and her eyes went from demure to tomboyish.

When the light faded away, the pair stood still for a moment like statues before they finally spoke.

"Oo-wee!" Rarity cried with a southern drawl "Ah never felt anythin' like tha in all may life!"

"Oh, I say" Applejack said in a posh accent "What on earth was that sensation I just experienced?"

"What in the?" Sunset asked in confusion "Are you two okay?"

"Why, of course" Applejack said "Why on earth wouldn't I be?"

"Ah don't know what yer talkin' about, but Ah feel just fine" Rarity said.

Staring off with a slack-jawed expression, Twilight whirled around "Rainbow! Now there's something wrong with Applejack and Rari..."

She stopped with a 'gasp' as she saw that Rainbow Dash was on all fours, surrounded by a purple aura like the others, vicious growls and snarls emanating from her throat. Her arms and legs became more muscular as the claws on her gloves and boots grew sharper and more life-like. The fur of her costume became shaggier as it bonded to her. Her wolf mask and fake ears fused to her head and grew over her face, transforming it into a muzzle.

Within moments, standing before the terrified group was a large, black, muscular, rainbow-haired werewolf.

"O-Oh, boy" Twilight gulped.

Standing in place with all four paws on the ground, its claws bared for all to see, the wolf creature stared at the group before it with a vicious look in her eyes as they shined an eerie yellow in the moonlight. From her muzzle came low, ferocious growls as saliva dripped from her fangs.

"Nobody make a sound" Sunset whispered nervously.

"Trust me, I don't intend to" Twilight said as she turned pale white.

"N-Nice, Rainbow" Spike was saying as he slowly backed away "Good, Rainbow. We're practically cousins".

With a snarl, Werewolf Dash turned towards Rarity and Applejack, eyeing them hungrily as she licked her lips.

"Rainbow, no!" Sunset cried.

It was too late. With a 'Aroo!', Rainbow Dash bounded towards the pair.

"Aah!" Rarity and Applejack cried in shock as they raced off with the werewolf hot on their heels.

"Rarity! Applejack! Rainbow!" Twilight cried "Come back!"

It was no use. The three were already out of sight.

"Oh, man" Sunset moaned "This is not good".

"Aaahh!" came a voice from the back as someone collapsed to the ground.

"And I think it's about to get a lot worse" Spike said nervously as he looked behind Sunset and Twilight.

Eyes widened in panic, the duo turned to see Pinkie on the ground on all fours with her back to them as the purple glow around her faded away. Her cloak seemed darker. Her hair had become flat and lifeless. Her fingers were now long and hairy, and she was making a creepy, cackle-like giggle.

"P-P-Pinkie?" Sunset asked nervously with a gulp.

The figure reached for her fallen walking cane as she stood back to her feet and slowly turned around.

"The name is..."

In a flash, she whirled around, showing huge insane green eyes and a large demonic grin full of jagged teeth.

"...PINKAMENA!"

Shrieking in terror, Twilight, Sunset, and Spike jumped out of the way as the transformed Pinkie swung her walking cane with such force that when she struck the fire hydrant Spike had hidden behind, it shattered to pieces, causing a geyser of water to shoot up.

Grinning wickedly, the pink maniac raised her cane over the heads of the trio in front of her.

"T-T-Teleport!" Twilight instinctively said as she threw out her hand. In a flash, she, Sunset, and Spike disappeared before Pinkamena could land her fearsome blow.

"Darn it" she muttered to herself with annoyance before shrugging. "No matter. There's lots more fun to be had. Let's see if there's anyone else to have it with". With that, she leaped upward with inhuman agility and landed on the roof of a house. Looking up to moonlit-filled sky, she grinned wickedly. "This is going to be a night to remember!" she cried into the night with fiendish delight before running across the roof.

With Pinkie Pie leaping to adjacent houses, Rarity and Applejack being chased by Rainbow Dash, and Fluttershy flying through the air, it was indeed going to be a night to remember.

Author's Note

Welcome all to my latest project. As you can see, it's an EQG fic set around Halloween. I'm hoping to have it finished within the month, but we'll just have to see. And I've got quite a setup, don't I? Can all this be straightened out? Keep reading and see! Hope you'll enjoy the latest fruits of my labors!

EDIT: In case some of you notice a little difference, well I made a little addition. See during the scene where Sunset mentioned Equestria Fluttershy's choice after the events of "Scare Master", I honestly didn't know that her choice of words were actually used in the episode, so I decided to turn it into a reference. Think it works?

Cinderella Didn't Have This Kind Of Problem

In a flash of purple light, Sunset, Twilight, and Spike appeared in Sunset's house.

"How'd we get here?" Spike asked.

"I cast a teleport spell and this was the first thing that came to my mind" Twilight explained before getting panicky "But never mind that now. Sunset, did you see what just happened?!"

"Yeah, I was there" Sunset nodded.

"First Fluttershy, then Rarity and Applejack, then Rainbow Dash and finally Pinkie Pie! Their costumes didn't just become more realistic. They've become the actual manifestations of them!" Twilight began to go into a hysteria "Oh, this is all my fault! I should've listened to you! But, no! I foolishly thought I knew what I was doing! Now thanks to me, our friends aren't themselves anymore!"

"Calm down, Twilight" Sunset advised.

"How can I calm down after what I've done?!" Twilight shrieked as she paced the floor "I may as well be Midnight Sparkle again! Oh, I just know my counterpart's never done anything like this to her friends!"

"Twilight, get a grip!" Sunset shouted firmly, stopping Twilight's tizzy "Now look, I'm upset too, but getting worked up about it won't help us get our friends back to normal".

Breathing deeply, Twilight spoke. "You're right. You're right. Running around like a chicken with its head cut off won't solve anything. We just need to think and figure out how to fix this mess".

"Uh, girls?" Spike spoke up.

"How about contacting my counterpart?" Twilight asked.

"There's no telling when she'd get back to me" Sunset shook her head "We don't have the time to wait for her to reply".

"Excuse me, girls?" Spike said a little louder.

"Then what do we do?" Twilight asked.

"I don't know yet. Just give a moment to think" Sunset said as she put her hand under her chin.

"Well, please think fast, because the longer we're in here is more time that our friends could be getting into trouble!" Twilight pleaded "Oh, I just hope that Rarity and Applejack manage to keep away from Rainbow Dash and her new appetite".

"GIRLS!" Spike finally shouted at the top of his voice.

"What?!" the duo asked sharply.

"Uh, not to add more trouble to your plate," Spike said slowly "but I just have to ask..."

"...how come you two haven't been affected by that spell?"

The dog's words caused Twilight and Sunset to stop short as their eyes widened before they turned to look at each other like deer in a headlight.

Before either of them could speak, they were both enveloped in a purple glow, causing them to collapse to the floor as the transformation hit them while Spike ducked behind Sunset's couch and covered his face in fright. The duo of girls screamed in pain and fright as they felt themselves changing.

Just as quickly as it came, the light faded away, leaving two figures on the floor.

Grasping the arm of a chair, Twilight stood back up as she regained her bearings.

"Oh, that wasn't pleasant" she moaned before she caught sight of Spike staring at her with a shocked look. "Spike? What's wrong?"

"Uh, nothing" the dog said quickly while averting his eyes from her.

Suspicious and worried, Twilight looked into a nearby mirror.

"Uh, Twilight" Spike spoke nervously "I wouldn't do that if I were..."

"AAAAAHHHHH!" came the horrified shriek.

"...you" Spike finished lamely.

"No. This can't be happening!" Twilight was screeching before looking to Spike "Please tell me this isn't happening!"

"I'm afraid not" Spike shook his head.

"No. No! NO!" Twilight raged "Please, anything but this! I know what I said, but I didn't mean for it to be taken seriously!" She quickly looked over to the other girl who was still getting her bearings "SUNSET!"

"Huh, what?" Sunset said disoriented before she looked over to her friend, and her eyes widened as she realized she was seeing a familiar form.

"I've become Midnight Sparkle!" Twilight cried, her body having indeed transformed into the form she had taken during the Friendship Games. "What am I going to do?!"

Sunset made ready to calm Twilight when she finally took notice of herself. Her robes had become more grandeur, like a genuine wizard's cloak. Taking the top hat off her head, she saw that it seemed to have a majestic blue glow about it. A feeling of dread building up in her, she nervously took hold of the beard that was hanging from her chin and gave it a good tug, only to flinch with great discomfort.

"Aaahh!" she screamed "I've got a beard!" she covered her mouth in shock as she found that she was speaking in a sagely voice.

"Uh, in case you haven't noticed, I've got an even bigger problem!" Twilight was wailing like a banshee "I'm a horrific she-demon again! I'm gonna be tearing the entire world apart in my zealous lust for power!"

"Uh," Spike said tentatively "If that's the case, how come you haven't started doing it yet?"

This question brought Twilight up short. Indeed, she was still acting like her regular self instead of cackling madly and firing magic blasts everywhere to tear apart the universal membrane to reach Equestria like she thought she would if she ever took on this form again.

"I-I don't know" she said in honest confusion "You'd think immediately changing into this form would cause me to go on a rampage".

"Cause you're not the same person as when you first became Midnight Sparkle" Sunset imputed, ignoring her new accent "You've changed, and your development has given you clarity, thus allowing you to resist the urges you succumbed to when you were initially overwhelmed by all that power" she elaborated in a wizardly manner...before her eyes widened in surprise "Why did I say it like that?" she shook her head "Anyway, you're not going to go crazy with power this time".

"Okay" Twilight said uneasily "But I'll still be relieved when I change back to normal".

"Likewise" Sunset said as she held up her new facial feature "This beard is not working for me".

"Just who are you supposed to be, anyway?" Spike felt the need to ask.

"Starswirl the Bearded" Sunset explained halfheartedly "The greatest unicorn wizard to ev...er...live" she trailed off as her eyes widened in realization "Wait, that's it! The spell made us what we were dressed as! Since I was dressed as Starswirl, the spell is causing me to channel him! I'm a manifestation of the greatest unicorn in Equestrian history!"

"Okay, good for you" Twilight said dryly "You get to be your idol while I've turned into my worst nightmare, but can we focus on undoing it?"

"You don't understand" Sunset shook her head "I have Starswirl's intellect coursing through me! My head is filled with magical knowledge I've never known before in my whole life!"

"Are you trying to rub it in deliberately?" Twilight asked bitterly.

"Twilight, I'm saying that I can use Starswirl's knowledge to figure out how your spell messed up and how we can fix it!"

"Oh," Twilight said sheepishly "You could've just said that" she shook her head "But nevermind. What do we do? Come on, I want to get out of this body as soon as possible!"

"Hang on" Sunset said as she held up a hand "I need to think over how your spell went wrong".

Twilight huffed. "Well, you were there. You saw what happened. I tried to make our costumes more real-looking, my spell began to falter but I foolish kept going, it exploded and now we all are our costumes!"

"Hmm" Sunset thought out loud "The spell you were going for was obviously a glamour spell, but you ended up performing a transmutation spell instead. But those two spells are on completely different spectrums. I don't see how such an error could be made".

"Well, would it help if I mentioned I was thinking about the costumes being as life-like as possible?" Twilight offered.

"Anything else?" Sunset asked.

"Well, I figured the stronger the spell, the better the look, so I tried to put as much magic as possible into it" Twilight said.

"That would explain why the spell exploded" Sunset surmised "Too much power in it caused an overload. But I still don't know how the spell went wrong" Her eyes widened in consideration "Unless..." She snapped her fingers with realization "That's it!" she turned to Twilight "I know how your spell messed up!'

"Well, that's great" Twilight said "But how did it?"

"Like I said, you put too much power into it for a glamour spell, which is what caused it to spark and glitch. While glitching, it lost track of its original purpose, but focused on your command of making our costumes as real looking as possible. With all the power you were channeling, it thought you meant literally, so it burst and spread over us. The transformations occurred in the order of complexity. It was simple for Fluttershy to instantly become a vampire, but for the two of us, it took a little more time for our transformations to be processed".

"So, wait" Twilight said stuttering "You mean I really did make a transmutation spell by mistake?"

"No" Sunset shook her head "If it was a mere transmutation spell, everyone would've remained themselves after changing. Instead, they're acting just like the characters they dressed as. You and I aren't like that because you've got your alter ego in check while Starswirl's intellect lets me stay the same. This wasn't a simple transformation spell..."

"This was a manifestation summoning".

"A what?" Twilight said in confusion.

"An ancient spell from Starswirl's time" Sunset explained "It was originally conceived to allow ponies to transform into other beings so that they may learn from them. Unfortunately, the spell was too thorough. It made the person it was cast on into the being they wanted to be down to the last detail, with no memory of their regular life. Once again, you and I are the same because Midnight Sparkle's your alter ego and I only got Starswirl's intellect".

"Oy" Twilight groaned with a hand to her face "Just my luck to bring a lost, ancient spell into the modern age by complete accident".

"Yeah, that sounds about right" Spike had to say with a shake of his head.

"Not to worry" Sunset said reassuringly "Starswirl knew how to undo the spell, and that means I know how, too".

"Well, quick!" Twilight shouted as she got in Sunset's face "Tell me how to reverse it so I can change us back and then we can look for the others!"

"It's not that simple" Sunset shook her head "In order to reverse the spell, the conditions need to be repeated exactly: everyone who the spell was cast on must be in the same place where the spell was cast".

"Wait, you mean we have to find everyone and return to the place where Twilight cast the spell in order for anyone to return to normal?" Spike asked in disbelief "That's crazy!"

Sunset shrugged. "Hey, it's a complicated spell that Twilight did".

Twilight groaned. "Alright, then let's find the others and get back to that street so we can undo this mess".

With that, Twilight and Spike headed for the front door.

"Wait," Sunset said slowly, getting the pair's attention "There's more".

"Why do I feel I'm not going to like this?" Spike asked.

With a reluctant sigh, Sunset continued. "The spell must be reversed by midnight. If not, it'll become...permanent".

Twilight and Spike stared at Sunset with wide eyes.

"So wait" Spike was saying "You're saying that if we don't find the others and get them all back to that street by midnight..."

"Then we'll be stuck this way...forever" Sunset reluctantly finished.

Twilight stuttered "Th-That's crazy!"

Sunset sighed. "Like I said, it's a complicated spell".

"Oy" Twilight groaned "There are times when I wish I never discovered magic".

"Well, from the looks of it" Spike said as he looked at a nearby clock "It's 9:30".

"Okay, so that means that we've got two and a half hours to find the others" Sunset said "Let's not waste a second of it! Come on!" With that she ran past Twilight to the door.

"Come on, Twilight!" Spike cried as he followed after Sunset "We've got to move!"

Twilight began to walk after the two when...

"Just less than three hours and you'll be stuck with me for life".

Twilight stopped and looked around the room, but couldn't find any source of the mysterious voice. That was strange. Where did that whisper come from? And didn't it sound like...

"Twilight? Twilight!" Sunset cried out, getting the girl's attention "What's wrong?"

"Oh, uh, it's nothing" Twilight said.

"Well, come on, then!" Spike called out "We're on a tight schedule, remember!"

Deciding to ignore the experience, Twilight walked out the door so that they could locate their friends. At the same time, however, she felt a feeling of dark dread.

She just knew that it was Midnight Sparkle she heard whispering in her ear.

Author's Note

I wanted to make the chapter longer, but I felt that it would be better if I left it off here, and turn the next scene into a chapter of it's own. Anyway, that's two chapters down, and four to go. I do hope I can get this done by the end of the month, for more reasons than one, but you'll find out what I mean eventually. In any case, be on the look out for the next chapter hopefully this week!