Halloween Hijinks

by Indefintehiatus

Rating: everyone
Tags: Flash Sentry, Timber Spruce, Gloriosa Daisy, Original Character, Equestria Girls, Mystery, Comedy, Main 7 (EqG), Slice of Life
Length: 14759

The Mane 7 are getting ready to go the school's Halloween party. But when an ancient equestrian creature is accidentally summoned, the girls have to save their fellow students and teachers at Canterlot High from this mysterious and powerful threat!

(Now partially rewritten and hopefully improved slightly)

It's Halloween night and the students of Canterlot High, especially Pinkie Pie, are excited for a night of frights and festivity. However, when an ancient Equestrian force is accidentally summoned, things take a turn for the worst and the mane 7 must find out how to defeat this mysterious threat and save their fellow students from his wrath.

Artwork by CronaVonGorgon
https://cronavongorgon.deviantart.com/art/Suncat-Shimpurr-653408479

Published 2017-10-31 22:30:11 UTC
Last updated 2017-10-31 22:30:11 UTC

Chapter 1

It was a cold fall day at Canterlot High, the wind blasting off what's left of the trees and the beaming heat of the summer sunshine seeming like a distant memory. However, many of the students were excited as tonight was no average night, It was Halloween and nobody had a bigger love for this frightfully festive occasion than the schools resident party planner.

Pinkie Pie absolutely adored the holiday, she had been hyping it up for months now and was as giddy as ever knowing that her favorite time of year was finally here once again. Her friends couldn’t help but chuckle at her enthusiasm but at the same time, they were quite excited themselves. Rainbow Dash had been grinning with delight thinking of all the hilarious pranks she could pull and Applejack was looking forward to all the delicious apple related treats she could sell at the school costume party that night. Like every year, Rarity had offered to help make the costumes for her and her friends. While she usually preferred designing more elegant clothing, she did have a love for the surrealism and creativity this task invited her to explore.

Jack o lanterns, fake cobwebs and small plastic skeletons were draped all around the school, but the gym was something else entirely. There were glowing pumpkin shaped lights overhead the stage, Orange balloons attached to the speakers, skull lanterns above the door, paper ghosts on the walls, blood-spattered hand-print stickers on the disco ball, the chairs were blanketed in cobwebs, creepy dolls dangled from backboard, pumpkin-orange streamers patterned across the ceiling and Pinkie was currently decorating the food table with some of the spookiest cups and plates she could find at the mall, atop a blood-red table cloth with dozens of miniature tombstones and decorated Jack O lanterns upon it. She was quite proud of herself for this one.

“Wow Pinkie!” Sunset spoke astonishingly, walking into the room with Rainbow, Applejack & Fluttershy by her side, “you’ve really out done yourself this year.”

“Well, of course I have.” she chuckled in return. “When Principal Celestia said we were going to have this party, I knew it have to absolutely Spooktacular!”

"Is that even a word?" Sunset smirked, to which Pinkie simply shrugged.

“Well I’ll say, you've certainly done a great job!" laughed Applejack, “I’ll have Big Mac drop off the toffee apples and the one's for apple bobbin' later tonight before the party!".

“Okie Dokie!” Pinkie beamed, her mouth watering at the thought of the Apple families tasty toffee treats. “Hey, there’s some candy in that orange bowl over there if you want some?” She announced, before her and Rainbow cheekily grinned at one-another as the two of them sat down on the stage. Applejack began to suspect something while Fluttershy and Sunset both shrugged at each other and curiously wandered over to the table, sighting the bowl that Pinkie had mentioned. It was bright orange, with tiny black skulls patterned onto it and many small wrapped-up chocolates inside. Sunset reached in to grab a piece but before she entered the bowl, a plastic zombie hand suddenly burst out amongst the candy, which caused the two girls to let out a fearful shriek before following it up with playful laughter. Or rather, Sunset began to giggle while Fluttershy just stood completely still, looking like she was on the verge of tears. Pinkie and Dash chortled at their successful prank, as Applejack took pity and went over to comfort their shy friend.

“There we go Sugarcube.” she comforted, patting Fluttershy on the back, “it’s just another one of their silly pranks, it’s fake, it’s okay”. She tried best she could but Fluttershy could barely muster a whimper in reply, it was like she'd been petrified. “Honestly you two!” Applejack snapped at Rainbow and Pinkie, who were still snickering like children, “Ya’ll should know better, you know that Fluttershy doesn’t like this kinda stuff!”

“Hey! What makes you think I had anything to do with this?” Rainbow huffed, before getting an eyebrow raise from Applejack.

“Okay, so maybe it was my idea?” she confessed, “I’m sorry Fluttershy.”

“Yeah, I’m sorry too.” Pinkie added, with a clear tone of guilt in her voice.

“It’s fine girls.” Fluttershy reassured them, “I was just a little bit startled, that's all.”

"It was a pretty good prank." Sunset congratulated, "I'm sure you two have more planned for tonight?"

"Oh yeah, just you wait and see what we've got planned!" Rainbow confirmed, summoning a small maniacal chuckle to her face.

“This is amazing!” Twilight praised, holding a large cardboard box, as her and Rarity entered the room with Spike following close behind them happily waging his tail.

“There you are!” Sunset said happily, “what kept you two?”

“That’s my bad, darling.” Rarity replied, “I was busy assisting Sweetie Belle and her friends with their costumes for trick or treating tonight and Twilight offered to help me out."

"Oh right, thank's for helpin' out with Apple Bloom's costume!" Applejack appreciated, "Can't wait to see what it looks like tonight!"

"Well, she certainly loved it!" Rarity smirked proudly, "Oh, speaking of costumes…”

Rarity paused as she began opening a cardboard box that Twilight was carrying with her. “I finally got the last of the new material I wanted for some of your costumes in the mail today, let’s see here…” she continued, rummaging through the package. She soon reached in and grabbed a pair of pale-white vampire fangs in a small transparent plastic case. “These are for you Fluttershy!” Rarity called, as she passed them to her before reaching in the box again and pulling out a roughly designed black eye-patch with a tag attached that had small skull and crossbones on it. “And this one is for Applejack!” She continued, throwing the prop Applejack's way before she pulled out a large, shiny, circular red nose that squeaked in her hands as she grasped it. “...And I believe, this is for you Pinkie Pie!” Rarity finished before Pinkie swiftly ran over and grabbed it herself, promptly sticking on her own nose and squeezing it excessively, giggling gleefully with each honk that emitted.

Rarity simply smiled and rolled her eyes as she closed the box, which was now empty except for some styrofoam peanuts, and disposed of the package in a close-by trash can. “The rest of the costumes and parts are back at my place ready for tonight so we can all head over there before the party, I'll help out with any make-up that may be required." Rarity concluded, as the girls all began thanking her for working on the costumes and anticipating how the finished product would look. All except for Twilight, as something important suddenly occurred to her.

“Oh no, I completely forgot!” She exclaimed, “I haven’t had time to find a costume for tonight, the thought had completely slipped my mind!”

“No need to fear Twilight!” Rarity bellowed, abruptly putting her hand over her friends’ mouth, “you can simply come by with the rest of the girls and I’ll fix you up something amazing!”

“Thank you Rarity.” Twilight spoke gratefully, taking Rarity’s hand off of her mouth, “Sorry for the short notice, it’s just I haven’t done this kind of thing in a long time.”

“It’s no problem at all darling, I’ll even whip up a little something for Spike to wear as well.” Rarity assured, gaining a concerned look from the canine companion. “Now I’m going to try and think of some ideas, why don’t you go think of some as well?” She suggested as she pulled out her sketchpad and pen, trying to imagine what costumes would suit them best. Twilight nodded as she and Spike walked over to Sunset, who was sat down reading a dusty brown book with some peculiar images on the cover.

“What’s that?” Twilight asked curiously, sitting down next to her.

“Oh, Princess Twilight sent it to me a few days ago.” Sunset answered, “it’s a book about old monsters and creatures from Equestrian history, she recommended I take it in case we ever run into a similar threat in our world.”

"That's amazing! Let’s hope nothing too bad comes out of that book.”

“Yeah, are you excited about for the party tonight?”

“Sure, it’ll be fun. Actually, I invited Timber and Gloriosa along too, I hope that’s okay?”

“I’m sure it'll be fine, It'll nice to see them again. did you tell them it was a costume party?”

"Yeah, I wonder what they're gonna be dressed as? I've still gotta figure out what i'm gonna be tonight?"

"I'm sure you'll think of an idea. If not, Rarity will probably find you something."

They kept chatting away for quite some time, Twilight even falling for Dash & Pinkie's candy-bowl prank and reacting similarly to how Sunset did, until they turned to the window to see the sun was beginning to set, giving off a beautiful orange color in the sky behind the multiple bat stickers Pinkie had placed there earlier.

“My goodness, it’s getting quite late!” Rarity stated, “We really should start heading to mine and getting into costume.”

“Oh right, come on Spike!” Twilight called as her and Spike followed Rarity out, who confidentiality confirmed an idea for Twilight's costume as the exited.

“This party is going to be so awesome!” Dash exclaimed she sped out the door, with everyone else following behind her. Pinkie, who was yet to remove her clown nose, made sure to do triple check of everything before she left, parties were a pretty serious business as she’d tell anyone. After making sure every little thing was in place, she joined the rest of her friends as they all headed toward Rarity’s house to get ready.

Chapter 2

The sun had now almost fully set and the sky was nearly pitch black, except for a few stars to keep it illuminated. Children of all ages began taking to the streets with multi-colored bags and baskets, ready for night to fall and the festivities to begin. The streets were ornamented with glistening orange lights and every house had its own distinct set of festively spooky decorations. Twilight and Spike were currently using Rarity’s bathroom to change into their costumes while everyone else was in the lounge ,waiting to leave for the party. She hadn’t seen any of her friends in the outfits yet, as there were all told to wait in the bedroom while someone else was getting changed for surprise effect. Since Twilight was the last one to pick a costume, she was the last to get changed. Rarity had gone first so she could help out her other friends with their costume's and make-up afterwards. Twilight didn't even know what any of her friends were going to be dressed as, but was sure the outfits would look great regardless and was beyond excited to see what everyone looked like.

“Are you almost done in there darling?” Rarity called, patiently standing outside of her bathroom door dressed as Frankenstein’s Bride. She wore a ghostly-white gown, her darkest shade of black lipstick with matching nail polish, equally dark heels and had stitches painted across her chin and neck. But the best part of her already impressive costume was easily her hair. Most people would have purchased a simple wig, but Rarity decided that she wanted to go the extra mile. She first dyed it completely pitch black with snowy highlights later added in, then had curled and pinned it into the right position before rapidly spraying it with multiple cans of hairspray. It was certainly a tricky thing to pull off, but once her friends saw the final result, they could all agree it was completely worth it.

“I’m almost finished!” Twilight responded excitedly, before opening the door to reveal herself. She wore a tatty lab coat covered in small blood-red stains, with lightly smudged black face-paint across her cheeks, coal-black rubber gloves, a pair of grey goggles atop her head and her once organised hair now extremely frizzed, ragged and almost as spiked as Rarity’s was. Feeling completely in the moment, she decided to let out a maniacal laugh at the top of her lungs. She then exhaled and looked down to notice a fearful expression had come across Rarity’s face.

“Oh, I’m sorry.” Twilight apologized guilty, as Spike stepped out behind her wearing a small dragon outfit that sported the same shades of purple and green as his Equestrian counterpart.

“No need to worry, you're simply in character!” Rarity quickly replied, “I told you that It was a good costume choice.”

“Yeah, I guess this mad scientist thing kinda suits me. you look amazing!”

“I know, do you like your costume Spike?”

“Hmm, not bad at all” He cockily replied, admiring himself in the mirror and pretending to roar fearsomely at his reflection, which made the girls chuckle.

“How’d you come up with the dragon idea?” Twilight asked, picking up her dragon-dog and petting him.

“It was Pinkie Pie's idea actually, she had a hunch and I went with it.” Rarity answered, she didn't understand most of Pinkie's idea's but this one seemed to pay off.

“It is a pretty cool costume” Twilight admired, “I do hope I look okay in mine.”

"Don't doubt yourself, you look great Twilight!" Sunset complemented, walking up the stairs to check on the three of them. Sunset had decided to wear something a little more basic this year and was going as a simple cat. She wore a black latex suit with false claws on her fingers, a black collar with a small golden bell attached and a fake fluffy black cat tail sewn onto the back of the suit. She also wore a matching feline ears headband and had a cat-like nose and whiskers painted on her face by Rarity.

“Thank you Sunset!” Twilight smiled in return, “you look kinda adorable."

"Thanks, though should I be scared that Spike's gonna start chasing me?" Sunset joked, Spike deciding to play along as he humorously pretended to tackle her. Sunset fell backwards and began to laugh, as Twilight picked up her dog and the four of them ventured downstairs to see the rest of their friends. Eventually, they all managed to get out the door and started walking to school. Twilight usually didn’t leave the house on Halloween, so she was filled with childlike wonder looking at the seasonally decorated town around them. But out of all the frightfully festive sights around her, she was still the most impressed by her friends costumes that Rarity had made. Each one looked amazing in it's own individual way.

Rainbow Dash had decided to go as Daring Do, which came as a surprise to nobody. She wore a Khaki Pith Helmet with Moss Green stripes, A Short Sleeve Tactical Dress Shirt and Camel Brown cargo pants, along with carrying a satchel filled with prop replicas and memorabilia. She had been very specific to Rarity about making her cosplay as accurate as possible, this includes the exact number of holes in Daring Do’s hat in the sapphire stone and their exact placement. Rarity wasn’t sure whether to be impressed or concerned by Rainbow’s incredibly detailed knowledge of the fictitious heroine, but she couldn't deny her friends' dedication to the character.

Fluttershy was dressed as a vampire. Her face and hands had a light-colored foundation applied to make her look as pale as a corpse. She also wore blood red eye contacts, dark eye-shadow and the fangs Rarity had given her earlier, which now seemed less pale compared to her face. Her usual soft pink hair had been ruffled and darkened, along with a gloomy dress and a traditional ruby-red pointy vampire cape. Fluttershy had secretly always wanted to dress up as a vampire, but had always been too nervous in the past. While hesitant at first, she decided to go through with it this year and was actually frightened the first time she saw herself in full costume.

Applejack had always secretly loved pirates since she was just a little girl and, after her friends discovered this, was convinced by Sunset & Rarity to be one this year for Halloween. She wore a hickory brown tricorn pirate hat with a bright red feather attached, placed over her chaotically messy hair and the black eye-patch she'd received earlier, which felt quite awkward at first but she'd now gotten more used to. She also wore an authentic buccaneer jacket with a golden amulet necklace done up over a cut up blue & white striped shirt, a pair dusky cavalier boots, dark leggings and a belt which carried a malleable swashbuckler sword that had been specially designed with an apple on the pommel. Applejack had been rehearsing her 'pirate voice' all evening, which the rest of the girls began to find quite annoying after the first five minutes.

Finally, Pinkie had by far the most colorful get-up of the bunch, dressed as a comical clown. But not one of the creepily designed clowns usually seen on this night, she’d gone for straight up goofy circus smiles. Her usually frantic hair and been condensed into a small afro under a cheerful blue bowl hat and her face had been painted completely white with baby blue rings around her eyes, candy red lipstick and the bulbous rubber nose she hadn’t taken off since receiving. Her outfit was consisting off a large hot-purple jacket with foam buttons on the front, a large violet bow tie, over-sized green pants with white polka-dots that were barley held by up by a duo of pastel orange suspenders, a plastic water-spraying sunflower attached to the jacket and a pair of giant floppy yellow clown shoes. She also carried many clown-esque items with her, such as colorful balloons, juggling balls, a unicycle and a few cream pies to possibly throw later.

The Girls slowly began to approach the front of the school and noticed the statue had been redecorated into something reminiscent of the classic headless horseman story. The schools entrance wore giant false cobwebs on it's side and bloody hand-print stickers on the windows as they walked inside.

"Huh, that's funny." Pinkie stroked her chin, "I don't remember putting these up!" The group continued to wander the halls, in search of the gym, as Pinkie continued to notice more impressive decorations on many of the walls, doors and lockers, that she have anything to do with. While she didn't expect herself to be the only one decorating, whoever did this was almost as skilled as her.

"You know, the school halls are always kinda spooky when they're abandoned like this!" Rainbow kidded.

"It's probably cos everyone's already at the party, stop tryin' to scare us." Applejack replied, playfully punching Dash's arm.

"Still, it is a little creepy." Twilight smiled, "I feel like something's gonna jump out at us."

“Boo!” A sudden rouge male voice appeared from within the shadows, scaring the girls and their dog before revealing himself to just be their friend Flash Sentry playing a prank. He was a dressed as a werewolf, wearing a scruffy red checkered shirt, ripped denim jeans, his regular trainers, a wolf nose painted on and brown fur attached to his hands, chest and up the sides of his face. The girls all sighed when they realized who it was, as he began to approach them in a friendlier manner. “Sorry for scaring you girls like that, I just couldn't resist. you all look great!" he complimented, as the girls all thanked him.

“Did you make this?” Sunset questioned, inspecting his costume, “I had no idea you were capable of something so impressive!”

“Yeah, thanks! I also put up a few extra decorations around the school before you all arrived” Flash answered, “I’ve been helping Pinkie Pie out in the decorating club lately and I figured I’d surprise her with something after all she’s taught me.”

“I’ve taught you well, my young apprentice.” Pinkie wisecracked in an elderly voice before following it up with her usual youthful high-pitch giggling.

“Yarr! Come on matey’s, we be missin' that party!” Applejack spoke in a gruff deep voice, receiving slightly irritated looks from her friends in return. “Sorry, I got to stop doin’ that.” She awkwardly chuckled in her normal country-girl voice as they all approached the gym. The room glowed like when they opened the doors as DJ Pon-3, whom was dressed as a mime to suit her usual silent antics, was blasting her tunes on the dance-floor. The room was filled with various costumes from all the students, from witches to skeletons to classic horror movie icons. One student even came dressed as a pony, which both delighted and disturbed Sunset. The food table was filled with toffee apples, cakes, candy bars, Halloween-themed punch, pumpkin spiced cookies, eyeball looking lollipops and tubs for games of apple bobbing were also scattered around the hall. The Girls and their dog all stood in the doorway, completely speechless at the wondrous sight.

“I may have set up a few more things for you.” Flash smirked at Pinkie.

“Looks like you've got some party planning competition.” Rainbow teased before receiving a nudge in return, as Twilight suddenly noticed someone covering her eyes and could only hear small giggles from her friends.

“Guess who?” a young man's voice spoke, whom she instantly recognized as she removed the hands.

“Hey, you guys made it!” she cheered, turning to see her boyfriend Timber and his sister Gloriosa standing in the doorway before giving him a quick kiss on the cheek. Timber wore a Navy-Blue Fleece Vest over a Paprika Red T-Shirt with gravel grey shorts and a white cap with a picture of a blue tree on it. Gloriosa wore a Magenta sweater with a shooting star on it and an purple pencil skirt. Twilight knew she recognized their costumes, but couldn’t quite put her finger on where she'd seen them before.

“We just arrived, thank you so much for inviting us.” Gloriosa smiled nervously, as the rest of the girls said their hello's to the Camp Everfree sibling duo.

“No problem, now let’s get this party started!” Twilight announced cheerfully, as they all went to join in the festive antics. Applejack and Rainbow instantly began competing in the apple bobbing, Rarity was showing off her costumes to all the other students before Pinkie began playing pranks on them, Twilight and Timber were flirting with each other on the dance floor while Spike kept trying to interrupt and Fluttershy & Sunset made small talk with Flash and Gloriosa. But then, the room went unexpectedly quiet when Vice Principal Luna walked up to the podium dressed as a devil. She wore a simple red spandex suit, a pair of devil horns of her head, dark-red eye-shadow and was holding a plastic pitchfork in her hand.

“Good evening students.” she grinned, “Can you please all give a warm Canterlot High welcome to Princess Celestia”. After the strange announcement, Principal Celestia was lowered form the ceiling by a stage-rope as angelic music began to play. She wore a puffy glowing pink dress and a shiny silver crown atop her head. She landed on the stage and was greeted by cheers and giggles from the students.

“Thank you Luna, Good Evening my royal subjects!” she spoke in a fake regal voice, “this celebration you’ve put on is simply extraordinary!”

“Is this what Princess Celestia is like in Equestria?” Twilight muttered to Sunset jokingly.

“It’s not how I remember her.” Sunset chortled, as Principal Celestia comedically rambled on.

“Now with out any further a do.” She wrapped up, “Let the party commence!”. The students all applauded as the upbeat party music returned and everybody headed towards the dance-floor. The girls all continued to chat, dance, prank and even tell a couple spooky stories between them. Most of the students fell victim to Rainbow and Pinkie's pranks, as Pinkie had even done some undercover research into some of her fellow students fears in order to guarantee a scare. She discovered some unexpected results, including Snails' fear of balloons, Bulk Biceps' fear of spiders and especially Twilight's bizarre fear of quesadillas, which her friends playfully teased her about. Luckily, the pranks were met with positive feedback as everyone had a great time and the party felt like the highlight of the school term.

Meanwhile, the neighborhood houses were constantly riddled with costumed children trick or treating. One of these houses was the Apple family farm, as Big Macintosh would step out in a mummy costume for any children who’d drop buy. He would always try his best to scare them first but wasn’t very good at it, usually leaving them laughing instead of screaming in fear.

The children he was being currently was being visited were none other than the CMC, who were known tonight as the Canterlot Monster Club despite the fact none of them were actually dressed as monsters. Apple Bloom was dressed as a scarecrow. She wore a tatty striped shirt, patch covered ripped denim jeans, a straw hat and had stitches painted on her mouth and cheeks. Sweetie Belle was a fairy. She wore a parakeet green dress, matching heels, with glittery patterns painted up her face and a hand maid pair of wings that her sister had made from scratch. Finally, Scootaloo was embarrassingly dressed as a chicken. She wore a furry white spandex suit, a white cap with a rubber chicken comb, a tale sown on and a strap-on beak that covered her nose. She didn’t like wearing this costume, but her friends had tricked her into it. She did start to feel better as the night progressed, since they were having so much fun, and she knew she’d somehow get them back next year.

“Trick or Treat!” they yelled simultaneously as Apple bloom's brother slowly opened the door, attempting to create a creepy atmosphere. He began growling at them before uncontrollably following it up with one of his discount "Eeyup’s" which caused the kids to start giggling. Big mac simply sighed and happily handed them the candy as the three young girls thanked him gratefully and ran giddily towards the next house on their journey.

“We’ve all got so much!” Sweetie Belle squeaked, admiring the massive amounts of candy they’d all collected that night.

“We must’ve set some kind of record or something by now!” Scootaloo cheered.

“Hold on, the nights not over yet!” Apple Bloom pointed out, pulling out a map of the town. “We’ve still got a few more houses to get, then the last stop is the school party.”

“That’ll be enough candy to last us 'til Christmas!” Sweetie Belle squealed as the girls all high-fived each other and continued their quest.

“So, where’d you wanna start heading next?” Sweetie Belle inquired.

“I know, let’s go to my aunts' place.” Scootaloo suggested.

“We’ve already been to your aunts' you dodo!”

“Yeah, but I’m sure they won’t mind giving us some more.”

As they walked along the town, they passed by a small creepy-looking forest. Sweetie and Scootaloo simply kept walking but Apple Bloom paused and stared as she noticed their was a strange faint light emitting from within it.

“You guys seeing this?” she asked curiously, drawing her friends interest towards the unusual glow. “What is that?” she questioned as the light slowly began to fade.

“That could be a lost kid!” Sweetie Belle worried.

“Or it could be a ghost!” Scootaloo shivered, followed by Sweetie Belle mockingly impersonating a chicken.

“Come on, let’s go take a look!” Apple Bloom proclaimed bravely as her friends begrudgingly followed behind her and they entered the mysterious woods. The further in they got, the louder the howling wind became and the exit seemed harder to find, it was like a maze. Eventually, they located where the light was coming from. What they found were multiple moths surrounding what looked like a dusty tombstone in the center.

"What is that?" Sweetie Belle examined.

"Looks like some sorta headstone, but what's it doin' here and who's it belong to?" Apple Bloom puzzled. She knew they should’ve started heading back a while ago but her curiosity got the better of her as she started to walk towards the monument. She began dusting the tombstone, causing the moths to scatter, as she saw what looked like an old ancient language carved into it, which she then clumsily attempted to read aloud. Suddenly, the ground began to shake and the wind started rapidly picking up like a hurricane around the area the CMC were standing in. The girls all panicked and started to back away, but one of them found her body completely frozen in place.

“I…I..I Can’t Move!” Apple Bloom screamed as there was flash of lighting and a mysterious thin figure appeared in front of her. His skin was shadow grey with pitch black and blood red eyes, jagged teeth, long seaweed -green hair that covered his face and seemed to be wearing a torn robe of sorts. His presents was simply bloodcurdling as the figure just stood in front of the girls, before slowly taking a deep lengthy breath. Finally, he looked directly at Apple Bloom and spoke. His voice was warped, low pitched, croaky, soft spoken and had an extremely unsettling feel to every single word he uttered. “Thank you.” he said, with a threatening smile growing across his face, “I’ve been imprisoned for so many moons, It feels so good to finally be free!”.

“Run!” Apple Bloom quietly instructed her friends, with pure fear in her eyes. Her tearful friends nodded and sprinted away to find help, as the creature grabbed hold of Apple Blooms arm and pulled her towards him. “Now!” He whispered, “You’re a strange looking thing, guess I’m not in Equestria anymore”. That sentence put one huge puzzle piece into place. Apple Bloom tried calling for help but before she could open her mouth, she felt her body start to change as the creature began sniffing the air. “I can smell magic here and you’re going to help me obtain it!” he grinned menacingly, before his enchantment finally took full effect. Apple Bloom was suddenly much more pail, with a dead expression across her face, her pupils shrunken and was unable to speak other than zombie like groans.

She was now completely under his control.

Chapter 3

Later that night, many of the students began walking outside the school doors. They were laughing amongst themselves and discussing what to do next for the remainder of Halloween. Sunset and her friends were among them as they gleefully exited the party together, sitting down on the small flight of steps outside the school doors.

"That was so much fun!" Twilight exhaled happily, tired out from all the dancing.

“So, what’d you guys wanna do now?” Sunset questioned.

“We should go Trick or Treating!” Pinkie shouted, slumping over Applejack as she struggled to walk due to her sugar rush.

“Um..Pinkie Pie.” Fluttershy spoke kindly, “don’t you think you’ve maybe had enough candy for tonight?”

“Hey! I’ll tell you when I’ve had enough!” Pinkie slurred as she started wandering over before tripping and falling onto Rarity, causing her to yelp as they both tipped over.

“Whoa, are you two okay?” Flash checked, snickering under his breath.

Pinkie Pie quickly sat up with an oblivious grin upon her face like nothing had happened, not noticing her red rubber nose had fallen off. “Alright!” she giggled, “I’ll save any candy I collect tonight 'till tomorrow, you guys happy?". Her friends either face-palmed, chuckled or simply rolled their eyes at the response while Pinkie began to adjust herself as she felt her face and noticed something was missing. “Has anyone seen my nose?” She asked curiously. Just then, Rarity sat up dizzily and crossed her eyes to notice the large red ball had somehow become attached to her nose during impact. She started to freak out and yanked it off her face as fast as she could, causing it to land on the pavement with a small squeak.

“Oh, there it is. Thanks Rarity!” Pinkie chirped, picking it up off the floor and sticking back on her face as Timber and Fluttershy helped the girls up off the ground and the group resumed their debate.

“Trick or Treating could be fun!” Twilight considered, “Nobody else seems to have any other ideas so, why not?”

“Yeah, but I did tell Apple Bloom and her friends we’d meet ‘em here and I wouldn’t wanna worry her.” Applejack mentioned.

“So, we’ll be back in time to meet them.” Rainbow responded, “Plus, we may even bump into them while we're out and surprise them.”

"Well, It guess it's settled then" Sunset shrugged, "Let's go Trick or Treating!"

"Woo-Hoo!" Pinkie cheered loudly, startling Fluttershy in the process.

"I've still got to run the party, but you guys all have fun and I'll catch up with you later!" Flash declined.

"Yeah, I'd rather hang back too if that's alright." Gloriosa agreed.

"I'll go with you guys, anything to hang out with my Twi-entist!" Timber flirted, his girlfriend rolling her eyes at the terrible pun but also letting out a small chuckle at the same time. The gang all said goodbye and promptly set off. They knocked on a couple houses nearby and stored their candy in the multiple pockets in Twilight's lab coat, as nobody had thought to bring any bags or buckets. Rainbow & Pinkie manged to prank some of their fellow students they ran into and even a couple from Crystal Prep, who unfortunately didn't take them as well. An hour had passed when Applejack recognized her house nearby, she pointed it out to her friends and they all decided to head over. The only one of their houses they had been to so far tonight had been Twilight's to drop off Spike, since he was getting tired.

“If Big Mac’s as generous as he was last year, then we’ve hit the candy jackpot!” Pinkie beamed as she skipped merrily towards the house, with Dash ecstatically running after her. Trick or Treating made them act as if they were children all over again, as the rest of the group followed behind at a much slower and calmer pace.

“You having a good night?” Timber asked, with his arm around Twilight as they walked together.

“Yeah, probably not as much as them but tonight’s been pretty fun.” She smiled in response.

“The night’s not over yet sugarcube.” Applejack added, “hope all that candy isn’t too heavy.”

“Don't worry, Rainbow and Rarity have probably already eaten most of it.” Sunset smirked cheekily.

“Hey! I'll have you know that I've not had that much!” Rarity proclaimed before releasing a large belch, making her friends laugh and herself blush with embarrassment. They all eventually caught up with their more energetic friends at the Apple's home, as Rainbow and Pinkie were rapidly knocking on the door and yelling at the top of their lungs.

“HELLO!” Dash shouted, before getting an angry look from Applejack.

“What in tarnation do y'all think you’re doing?” she snapped at them.

“No one’s answering the door” Pinkie whined as Applejack moved her out of the way and knocked herself, only to see they were right.

“Huh, well that’s odd. Maybe Big Mac went out to get some candy?” She suggested as she saw what looked like her brother walking in the distance. She began to approach him as she noticed he seemed to walk very slowly, almost with a limp of sorts. Applejack was confused until she started to think he may just be trying to scare them, which was rather typical of him on Halloween. “It’s not gonna work Big Mac, you can stop now!” She self-assuredly called, causing Big Mac to stop moving and slowly turn around to face her. His face was expressionless, his skin was pale and he could only utter a spine-tingling groan in return. The cocky smirk shortly began to leave Applejack’s face, she knew something was wrong as she began to back away. Rainbow and Pinkie gulped as the door swung open, revealing Granny Smith in the same condition as her grandson.

“ZOMBIES!!!!!” Pinkie screamed as she clutched hold onto Rainbow out of pure terror, her teeth chattering like they were novelty wind ups. Rainbow quickly activated her geode as she sped off, grabbed Applejack and ran towards the rest of their friends, who were all fearfully huddling.

“What’s….going….on?” Fluttershy stuttered, with tears appearing in her eyes as Big Mac and Granny Smith slowly staggered towards them.

“It’s wonderful isn’t it!” A mysterious warped voice proclaimed behind them. They all turned around to a grey slender figure, with a now zombie-like CMC standing beside him uttering unsettling groans.

“Sweetie Belle!” Rarity cried.

“What have you done to them?” Rainbow raged, being held back by Sunset & Applejack.

“All will be revealed soon.” the mysterious man laughed creepily, as more of their classmates & teachers stepped out and began surrounding them under his control. They came closer and closer and closer, It was almost like the whole school had turned against them. In a panic, Rarity activated her geode and created a protective shield around her friends in the group, but this didn't seem to phase the oncoming threat. “I don't know how long I can hold them, has anybody got a plan?” Rarity questioned nervously, as her friends were either shaking their heads or too distressed to answer.

“We’re gonna need some kind of distraction if we’re to get away!” Sunset answered, before turning around to see Pinkie searching for something in her large clown pants. Twilight was about to ask what she was doing when Pinkie pulled out a box of sprinkles and a cream pie. “I got something!” she nodded confidently, as her friends chose to follow her lead. “Okay, ready Pinkie?” Rarity asked hesitantly, getting a nod in reply. She then lowered her shields as Pinkie sprinkled the pie which began to glow. “Get down!” she called as she threw it towards the controlled students as it exploded, temporally blinding them. By the time the dust cleared, Pinkie and the gang had gotten away.

Eventually, they all found themselves cowered behind their now practically abandoned school, feeling incredibly confused, scared and out of breath.

“Is everyone okay?” Twilight sighed, getting nothing but exhausted exhales in return.

“What are we gonna do?” Pinkie freaked, grabbing and shaking everyone in hysteria. “They’ve got the whole school, what if they’ve got Principal Celestia or they somehow have Princess Twilight! We’re doomed! It’s a bug hunt, Game over man game over!” Pinkie annoyingly rambled on before Rainbow grabbed some candy out of Twilight’s pocket and shoved it into Pinkie’s mouth, turning her rant into inaudible mumbles.

“First of all, we need to figure who the heck this guy is and what he’s done to our friends!” Rainbow announced aggressively.

“I don’t know why, but I feel like this thing might be from Equestria.” Sunset suggested.

“It would make sense, that is where most of our problems seem to come from!" Rarity moaned, "oh, no offence.”

"None taken." Sunset rolled her eyes.

“Is it just the eight of us left?” Fluttershy began to weep.

“I hope not, that means they have my sister!” Timber worried. At that moment, a couple of shadows appeared above them and frightening the group. “Thank goodness you’re okay!” one of them spoke as they revealed themselves to be Gloriosa & Flash, whom everyone then hugged out of relief.

“How are you guys still normal?” Sunset smiled relievedly.

“We were just leaving the party when everyone started acting weird.” Flash assured them, “we’ve been trying to get back into the auditorium once we realized something was up, but we’ve locked ourselves and lost the keys!”.

“It’s true, we were looking around the school for help when we found you guys” Gloriosa added “and if we can get in, we have something to show you .”

“Likely story!” Applejack disbelieved.

“Yeah, for all we know this could be a trap!” Dash agreed, with Pinkie and Rarity following her doubtful lead. Twilight, Timber, Sunset and Fluttershy all looked around uncomfortably, not sure who's side to take. They wanted to believe that It was really them but they didn't yet know the extent of the mysterious creature's powers, so the disbelief in the situation wasn't unjustified.

“I think we should hear them out.” Timber stated, wanting to defend his sister.

"Of course you would!" Rainbow snapped as the two began to argue over who to trust, before Pinkie broke them up by unexpectedly throwing pies in their faces. The conversation soon fell quiet, as the group figured they had no choice but to believe Flash and Gloriosa and hope they were right in their choice. They all began to discuss any further actions to take, when Twilight had an idea.

“Sunset, where is your Equestrian monster book?” She inquired, causing her friend to have a sudden realization.

“It’s in the auditorium, I was reading it during the party!” Sunset exclaimed.

“Wow Sunset, reading during a party?” Dash smirked, wiping the cream from the pie off of her face and out of her hair, “You’re such an egghead.”

“Anyways.” Sunset continued, ignoring her friends rude remarks, “if we can find that book, we may be able to figure out who this guys is and how to beat him and get our friends and family back!”

“I guess that’s better than no plan, let's go.” Fluttershy sniffed, as they all headed towards to auditorium. They soon arrived at the locked door, which Applejack used her geode enhanced strength to kick down. Once it opened, they all walked in and saw a zombie-like Trixie, who was dressed as a wicked witch, tied up with the stage ropes and snarling at them.

"She tried to attack us earlier but we managed to subside her for now." Gloriosa explained.

“We also figured it would help to capture one in case you wanted to test out a cure.” Flash added as Sunset ran straight past her and reached under the food table where she found her book, sat down and began to read.

“Let’s see…Pony of shadows….Discord…..Windigos.......Changelings…....Plunderseeds....” Sunset scrolled through the pages, looking for something that could help until she came across a page labelled Kitharium with an image that resembled the mysterious creature from earlier. “Guys, I found something!” she called as her friends all ran over and gathered around the book. “It says he’s called Kitharium, the spirit of fear!” Sunset deciphered, “Legends say that many moons ago, Kitharium would steal away foals & fillies all across the land, feeding on their fears and using it to consume their magic and manipulate them into his own personal army which he would later use to enslave and overthrow Equestria."

"Hey, kinda like how you once enslaved all of Canterlot High into your own zombie army to take over Equestria!" Pinkie obliviously compared.

"Yes Pinkie, thank you for that remark!" Sunset sighed, as she continued reading. "However, he was thwarted by none other than Starswirl the Bearded and was banished to unknown dimension, which I'm guessing is us!"

“Does it say how he was defeated?” Gloriosa questioned anxiously.

Sunset scanned the pages but unfortunately couldn’t find anything. “No, it doesn't!” Sunset worriedly exhaled, “He’s supposed to be merely an urban legend.”

"Well that ain't good!" Applejack commented.

“So, what do we do?” Flash dreaded.

"For now, we're gonna need some sort of plan!" Twilight deduced.

"I've got it!" Pinkie pitched, "We take that book, head down to Sweet Shoppe, lock all the doors, grab ourselves a milkshake and wait for all of this to blow over!"

"Pinkie, we can't just wait this out!" Rarity disagreed, "Those are our friends and siblings out there, we have to do something to help save them!"

"Oh yeah, that was my next idea!" Pinkie backtracked innocently.

"How about this?" Sunset suggested, "There's ten of us and most of us have superpowers of sorts. So, I think we should split up into groups and each scan different areas of the school?"

"I don't know if that's such a great idea." Timber objected, "If we're the only survivors, then wouldn't make more sense for us to all stay together?"

"That's true, but it could make it easier for him.” Applejack mentioned, “whether he wants us or our magic, it’s better we’re not all in one place!”

"And if anyone comes across anything suspicious, we can always just text one-another?" Rarity added.

“Aright!” Pinkie announced in a gruff voice, as her bowl hat was now replaced with a military cap. “We'll have Sunset & Flash in a group, Rainbow & Applejack, Twilight & Gloriosa, Timber & Fluttershy and Rarity, you’re with me!” She aggressively declared, before clearing her throat, to restore her voice to it's regular feminine tone, and munching on a leftover toffee apple as the rest of the group sat in silence.

"I guess that settles that issue." Sunset blinked, who was going to discuss the issue of teams before Pinkie's interruption took care of it. The gang quickly discussed and decided on which areas each team would explore as they all said their goodbyes, wished each-other luck and all fearfully went their separate ways. None of them were sure what awaited them, but they're were hoping this would all be resolved soon.

Chapter 4

Flash and Sunset aimlessly wandered the hallways of the school, in search of finding something that could help them defeat their new enemy and get their friends back. The lights above them were constantly flickering and the short sounds of every footstep were all that could be heard. Apart from an occasional question about directions, the two of them barley talked as Sunset wanted to be fully prepared in case Kitharium or one of their zombified classmates show'd up. The school felt truly haunting in the quiet darkness, but Flash had luckily managed to find a torch in someone’s locker earlier and had been shining it brightly ahead of them every step of the way.

“Some Halloween this is, huh?” He joked, attempting to break the uneasy tension that plagued their environment.

“Yeah, it's not one for the yearbook!” Sunset jested back at him as the two awkwardly chuckled and tried to have an conversation to help calm their nerves.

“We’ll be able to stop this, right?”

“Yeah, of course we will. So, you and Gloriosa got to talking?"

“Yeah, she’s a nice girl.”

“Why don’t you ask her out?”

“I don’t know, I haven’t really dated anyone since we used to go out. I mean there was Princess Twilight, but that never really went anywhere and I think it’s safe to say it can’t. How is she doing by the way?”

“Princess Twilight? She’s fine. Probably having a much less chaotic Nightmare Night, at least I hope she is.”

“Nightmare Night?”

“Yeah, it's pretty much Equestrian Halloween, it’s quite different but also very similar. Then again, that seems to be the theme with our world and theirs.”

“Shh..did you hear that?” Flash paused their conversation as he and Sunset stopped walking and looked around, when a mysterious swarm of moths began to appear behind them. The air around them became more chilling, with the sound of a faint inaudible whisper coming from somewhere around them that interrupted the deafening silence before being followed by a slightly louder sinister cackle.

“Run!” Sunset cried, as her and Flash sprinted through the corridors as fast as their legs could take them. Soon, they found themselves hiding in Vice-Principal Luna’s office. They slammed the door shut, locked it and leaned against the walls to catch their breath. After adjusting herself, Sunset slowly reached up to look out of the miniature window that was on the door, but she couldn’t see anything out of it other than empty lockers. “Whatever that was, I think we've lost it for now!” Sunset sighed tiredly, turning around to view Flash panting like a dog over by the desk.

"That's a relief!" he exhaled, "so how long are we supposed to stay here?”

“As long as I want you to!” a slimy warped voice spoke as Kitharium suddenly appeared behind them, with villainous grin upon his face. Sunset screamed as she quickly struggled to open the door with Flash running up behind her and attempting to kick it down. As the two of them tried to escape, Kitharium just stood there and smiled cunningly at their efforts. “You know what? I think I’m gonna have a little fun with you two lovebirds!” He grinned, as he formed a circular green puff of smoke in his hand and threw at them like a baseball. Flash and Sunset were directly hit, just as they finally manged to open the door. The two of them tumbled over and began coughing, as Kitharium laughed menacingly and faded away behind them.

“Are you okay?” Sunset coughed.

“I don’t know, what did he mean by wanting to have some fun with us?” Flash trembled.

“I guess we’ll find out soon enough, we should probably tell the others!"

“Did he call us lovebirds?”

Twilight and Gloriosa had made their way to the school library, the room was completely dim and it was incredibly difficult to see anything. Since she knew this part of the school like the back of her hand, Twilight activated her geode and used her telekinesis to locate and turn on a nearby light switch. “Okay, that’s progress.” she smiled, as Gloriosa stood silently beside her. The two of them made their way over a nearby table and rested. Twilight could see Gloriosa was incredibly scared as she decided to break the ice with a conversation to help comfort her.

"So, how are things at Camp Everfree?" She asked kindly.

"Oh, they're okay." Gloriosa replied, "We've managed to repair the dock finally with the help of some of the newer campers"

"That's good, do you get new campers often?"

"Most of them come in the summertime, we had a few school trips earlier this year that were a lot of us. The campers are usually much younger than us though, and often very energetic, but they seem to love it there and it helps gets the place some good press!"

"That's fantastic, I'm really happy that it's doing well."

"Thanks, but we honestly couldn't have done it without you and your friends."

"Well, It's still great for you and Timber. It's nice to see you guys getting along so well."

“Yeah it is. I do hope Timber's gonna be okay tonight, I'm really worried about him.”

“I’m sure he’ll be fine, your brother's a pretty tough guy.”

The two of them continued to talk casually about Timber, the camp, each-other and many other topics before Twilight stopped to look at a text message she had received. It was from Pinkie & Rarity, who had decided to remain in the gym to keep an eye on Trixie, but the news they delivered was not good. They had lost their magician classmate and were now in pursuit, but were unsure of her current whereabouts.

"Who's texting?" Gloriosa asked. Twilight was about to inform her, before she began to hear familiar groans coming from the back of the room.

“Quickly, Get behind me!” Twilight demanded, as Gloriosa clearly rushed to her side. The two of them slowly backed away as the spine-tingling moans grew louder and closer. The tension quickly built even higher when Gloriosa felt something grab her ankle, she yelped as Trixie suddenly appeared and began dragging her away into the shadows.

"Gloriosa!" Twilight yelled frightfully, as she quickly pursued them. Gloriosa wanted to scream, but was unable to open her mouth out of pure terror. The cold lifeless stare of Trixie's possessed eyes felt like they would haunt her dreams forever, when random books began to fly towards them and hitting the illusionist girl on the head. Gloriosa looked up confused and saw that Twilight was using her geode powers to throw the printed works, in an attempt to hopefully loosen Trixie's grip.

“Get away from her you witch!” Twilight yelled bravely, as she telekinetically grabbed a huge stack of books off the shelf and buried Trixie underneath them. This caused her to finally let go of Gloriosa, who then ran towards Twilight and began to cry over her shoulder. Twilight gave her a comforting hug, assuring her that everything would be okay before texting Pinkie and Rarity to say 'They found her'.

Applejack and Rainbow Dash had made their way into the band room, as they closed the door behind them and began to rummage the area. They weren’t sure what they would find there that could help, but they agreed that something would be better than nothing. During their search, Rainbow quickly ran up to the rather-large windows at the end of the room, in order to make sure they hadn’t attracted any unwanted attention. Once she knew the coast was clear, she instinctively kicked over the drum kit in anger. This caused it to land with a loud crash, as Applejack dragged her hands down her face in frustration and disbelief.

“What are you doing? Do you want them to find us?” She lashed out.

Rainbow just moaned in retaliation, as she sat down besides the collapsed drum-set with her heads in her hands.

“Look Dash.” Applejack sighed, sitting down next to her, “I hate this as much as you do, but we need to stay focused if we’re gonna be able to save anybody. Alright?”

“Yeah, okay.” Rainbow apologized, playfully punching Applejack's arm. They kept searching until Applejack came across a spare bass guitar in a cupboard and picked it up to have a closer look, just as an unexpected thick fog began to fill the room around them.

Rainbow was quick to notice as she tried to yell out Applejack’s name. The suspicious mist continued to increase as Kitharium unexpectedly appeared, right in front of Dash's eyes. Before she could say anything else, Kitharium detached one of his corpse-like hands from his ghoulish body and threw it at her. It landed directly on Rainbow's mouth and covered almost her entire face, making her unable to speak a single word and barley able to breathe. She tried her hardest to remove the ice-cold palm, but it wouldn’t budge at all. If anything, it felt like it became tighter and tighter with each tug. “I’ll deal with you later!” Kitharium grinned diabolically, as he vanished into the fog and turned his attention to the farm girl instead. Rainbow tried to warn her friend when all of a sudden, several dry human-like bones began growing out the detached hand and wrapping around Dash's body like a rope, making her unable to move a muscle.

Kitharium remained in the mist and began to work his magic, as Applejack slowly crept towards the fog after she saw two mysterious figures begin to emerge from within. She continued to examine the sight as the unidentifiable shadows drew nearer, until she could see what looked like her deceased parents Bright Mac and Pear Butter walking calmly towards her.

“M....Mo...Mom? D...Dad?” Applejack whimpered, unable to process what she was seeing.

“Hey there sweetie, are you okay?” Bright Mac spoke, with an innocent smile upon his face.

“Stay back, I'm warnin' ya!” Applejack shouted, lifting the instrument in defense. She desperately wanted to believe they were really there, but remained resilient.

“Applejack dear, please put the bass down.” Pear Butter smiled warmly, exactly as Applejack remembered her doing so when she was a little girl.

“Thought you’d be happy to see us?” Bright Mac agreed.

“It can't be! Y...You’re dead” Applejack bellowed, tears slowly beginning to swell in her eyes.

“Yes, but we can come back. Don’t you want that?" Pear Butter offered kindly.

"C..Come..b...back?" Applejack stuttered, the offer sounding to good to be true.

"Yes Applejack, Just hand over that gem stone around your neck and we’ll be with you again. I promise! Think about Big Mac & Apple Bloom, how happy they'll be! Come on AJ, do what’s best for the family!” Bright Mac begged. Applejack gradually felt herself being won over as she discarded the bass. Rainbow could see everything that was happening as she continuously tried to warn her friend, but was now tied up entirely in almost an entire skeletons worth of bones and unable to do anything about it. Kitharium’s crooked smile grew wider as he felt Applejack draw closer into his trap. She walked within hugging distance of her parents as they reached out their hands.

“Ya'll know what? I will do what’s best for my family!” Applejack spoke boldly, as she pulled out her sword and became ready to swing like a real swashbuckler. “No, Applejack! Please don’t do this!” her parents wept, as their once-lively bodies began to quickly decompose before her. Applejack shut her eyes and called out a heroic battle cry as she charged right through their decaying forms and began heading directly towards Kitharium, who's confident smile had now left his face. She was almost about to impale him, when he quickly evaporated away which lead to Applejack to almost hitting Rainbow. Luckily, she managed to stop herself in time and put the sword away. The fog soon began to lift as Pinkie, Rarity and Flash burst through the door.

“Is everybody okay?” Rarity asked before gasping at Rainbow’s condition, who muffled angrily in reply.

“Hold on Rainbow Dash! I’ll get you out!” Applejack proclaimed, as she redrew her weapon and started to cut through the rock-hard bones. Once they were loose, Rainbow wriggled her way out of the carcass and manged to finally remove Kitharium’s hand from her face. The body part mysteriously vanished after Dash tossed it aside, as she began to hyperventilate, almost like she had been suffocating.

“Are you two okay? Did Kitharium find you?” Flash questioned.

“Yeah, but I didn’t see him though.” Applejack answered.

“I did” Rainbow cringed, “wait Flash, aren’t you supposed to be with Sunset?”

“You see, we ran into him ourselves and something happened but we don't know what!” Flash explained, "so we’ve split up and haves been looking for you guys!”

“So, where do you think Sunset is now?” Pinkie inquired

Fluttershy & Timber carefully snuck around the school’s soccer pitch. The field almost had an abandoned feel to it, especially in the glowing moonlight of the night sky. Fluttershy was constantly shaking with fear as she walked along the area, jumping at every sound she heard which more often than not were just her own footsteps or the snapping of a twig. Timber was better at hiding his nerves behind a confident demeanor, as he repeatedly tried calming her down but would unfortunately only end up startling her more. They soon made their way over to the bleachers, which were covered almost entirely in fallen leaves in multiple shades of orange, when Fluttershy swore that she could something or someone squeaking quietly.

“Timber, can you hear that?” she asked curiously, “it sounds like squeaking.”

“It’s probably just the rust on the stairs.” Timber insisted, but Fluttershy doubted him as the squeaks continued to get louder as she eventually recognized them as the cries of an animal in distress.

“Hello?” she called softly, as she stepped down the stairs and checked underneath the bleachers, where she found the source was a small ginger kitten. The cat was trembling from head to toe and barley able to muster anything but a minor squeal. Fluttershy eyes began to water up as she tried approaching the feline, who she could tell was as absolutely terrified. “It’s okay little kitty, I won’t hurt you!” she comforted, reaching out her hand to stroke the animal. The kitten let out a light delicate meow in return, as Fluttershy reached into a miniature pocket hidden in her costume and grabbed a bag of cat treats. “I didn’t know if I’d see any animal friends tonight, but I packed some stuff just in case” she smiled, gaining the cat’s trust as it slowly approached her. After feeding it, Fluttershy comforted the feline and recommended that it went back into hiding until things had cleared up, assuring that she would protect it. The cat nuzzled it’s head against Fluttershy’s hand as thanks and took her advise, going back under the bleachers with a much calmer attitude.

“Wow. You’re really good with animals, aren’t you?” Timber praised, after witnessing the whole thing.

“Thanks. They're all probably as frightened as us, if not more.” She sighed, now in a slightly happier mood. They both decided to begin heading back inside, before they heard unknown footsteps coming from behind them. They quickly looked back to notice Sunset was approaching them.

“Hey Sunset, what are you doing here? Aren’t you supposed to be with Flash?” Fluttershy greeted.

“We split up to find you guys, it's kinda a long story.” she informed them, “I just got a text from Twilight saying her and Gloriosa are in the library, wanna come with me to meet them there?”

Timber eagerly accepted the chance to see his sister and girlfriend again whilst Fluttershy just followed through, as they all went back inside the school building. They were all walking through the hallways when Sunset suddenly stopped moving, grabbing onto her stomach and letting out a small grunt of pain. Her vision began to blur and she found herself barely able to stand up right, holding onto one of the nearby lockers to support herself.

“Sunset! Are you okay?” Fluttershy freaked, rushing over to her friend.

“I don’t know!” Sunset coughed and stuttered, unsure what was happening to her as she became dizzier and felt like she was about to faint. “Kitharium did something to me and Flash! Whatever that was could be...AHHHH!” Before she could finish, Sunset let out a bloodcurdling scream of agony and collapsed to the ground.

“Oh no!” Fluttershy gasped. Her and Timber quickly grabbed hold of her unconscious friend and lifted her body up off the floor. Luckily, they were near the school's science lab, as they opened the unlocked door and carefully placed Sunset down on an empty table.

“What do we do?” Fluttershy worried, making a glass of water for her friend.

“She could come back as one of them!” Timber warned.

“No, don’t say that, it’s not true!” Fluttershy began to snivel, when Sunset thankfully regained her consciousness. To their relief, she hadn’t become one of Kitharium’s zombies, but they could tell that something was different. Her eyes were more sunken in and she seemed to be randomly looking around the room at nothing.

“Fluttershy?” Sunset yawned, letting out a huge stretch as if she’d just casually napped.

“Sunset, thank goodness you’re okay!” Fluttershy beamed, who would’ve hugged her out of joy if not for being held back by a still cautious Timber.

“What happened?” Sunset asked casually.

“You passed out, we were worried that something might of…” Fluttershy paused confusedly in the middle of her explanation, as Sunset had unexpectedly began licking the palm of her hands and rubbing it against her head.

“I think it’s safe to assume that something happened to her!” Timber whispered.

Fluttershy ignored him and began repeatedly calling Sunset's name, but she didn’t respond and simply continued on with what she was doing. After Fluttershy was forced to yell, Sunset finally listened as her eyes widened and her hands dropped in a panic.

“What was I just doing?” Sunset questioned worridly, having almost no knowledge of the event.

“You were just washing yourself like a cat, don’t you remember?” Fluttershy answered, as Sunset began to feel even stranger.

“What is happening to Meow?” Sunset spoke, before she covering her mouth in a state of shock, realization and confusion. Did she just meow? She attempted to continue talking, but would always end up randomly meowing in the middle of a sentence. She would also start scratching her non-existent feline ears and doing other cat-like things without wanting too, to the point where she felt she wasn't even in control of her own body. It suddenly hit Fluttershy what was happening as she decided to investigate. She reached into one of the draws, where she acquired a small blue ball of wool. Fluttershy dangled in front of Sunset’s face, who’s pupils suddenly dilated as she began uncontrollably batting at it with her hands. Fluttershy threw the ball across the room as Sunset got on all fours, pounced after it and was soon laying on the classroom floor, playing around with it just like a real cat would do.

“Well, this isn’t good” Timber gulped, watching over her bizarre feline behavior.

“I know, but it’s kinda cute though.” Fluttershy quietly snickered, "So, I guess that thing Kitharium thing did to her is making her act like her costume!"

“But wait a minute. she said this happened to her and Flash, right?

“Yes but, Flash is dressed as a….Oh No!”

At that very moment, Flash was awakening after also passing out in the band room. He slowly sat up against the windows as he tried to adjust himself, though he also felt quite strange. His head was rushing and his vision slightly blurred. Nobody in that room knew what had just happened to him, but they were all a little on edge. Rainbow and Applejack decided to try confronting him, while Pinkie was held back near the doors by Rarity fearfully embracing her.

“Hey Flash!” Rainbow called, “are you okay?

“Get Away!” Flash bellowed in response as he felt himself begin to change. They began backing away as Rarity created a shield around them. Applejack drew her pirate sword and Pinkie crafted one out of her balloons. Flash began exhibiting fearsome growls, before finding himself on hunched over on all fours and breathing aggressively as the full moon shined it’s glistening light directly onto him. His pupils sharpened, along with his gritted teeth as he turned towards his friends and began to viciously growl at them. As the girls slowly started backing away, Flash was quickly distracted by the sight of the moon as he howled at the top of his lungs, just like a real werewolf would do.

“What do we do?” Rarity whispered.

“Run for your lives!” Pinkie screeched, accidentally drawing Flash’s attention as he began to lunge towards them before he crashed into Rarity’s protective shield. The girls utilized this as a distraction and began running, with their animalistic friend pursuing them closely behind.

Chapter 5

Fluttershy and Timber began their way to the school library as originally planned, with Sunset wandering close behind as she became more cat like with every passing minute. They didn’t even know if Twilight & Gloriosa would still be there at this point, but Fluttershy was unable to get phone service to contact anyone else so for now, this was all they had to go on. They were hesitant to leave the science classroom at first, but they unfortunately knew they couldn’t stay there all night and were worried that Sunset may knock over and break something expensive or dangerous in her new form. The journey was mostly silent. Both Fluttershy & Timber barley spoke to each other and Sunset stayed mostly quiet with the exception of a few small meows, which led to Fluttershy having to awkwardly pet her. The biggest question on her mind was if Sunset would have any memory of her feline experience after she had been restored back to normal, if she could be restored back to normal that was.

"Are we nearly there yet?" Timber asked, his legs beginning to grow tired.

"Oh yes, it's just around this corner." Fluttershy replied, as they began finally to approach their destination. However, Timber noticed that something, or rather someone, was absent from their group as they made their last turn.

"Hey, where's Sunset?" He puzzled, as Fluttershy looked around to see she was indeed missing.

"Oh dear, she must be around here somewhere!" Fluttershy worried. She began calling out Sunset's name in a soft and slightly higher-pitched tone, much like she would do for one her animal friends.

"Who's there?" A familiar female voice called from inside the shadows of the distant library, catching their attention.

"That sounded like Twilight, didn't it?" Timber whispered, desperately hoping he was right.

"Twilight, is that you?" Fluttershy called, as Twilight and Gloriosa stepped out of the dark doorway and started enthusiastically running over to them. It may have only been a couple hours, but it felt like it'd almost been years since they'd all seen each-other.

“Thank goodness you two are alright, we were so worried!” Twilight smiled, hugging the two of them tightly out of relief.

"It's so great to see you guys too!" Fluttershy beamed, as she continued to scan the area of Sunset and puzzling how she'd explain her curious condition.

“Is it just the two of you?” Gloriosa sniffed, happily embracing her brother with tears in her eyes.

“well, not exactly.” Timber responded with an awkward chuckle.

Before Twilight could ask, she felt something brush against her and looked down to see Sunset standing on all fours, nuzzling at her leg and purring away while doing it. “Uh…hi Sunset?” Twilight stuttered uncomfortably, with a embarrassed blush slowly coming across her face.

"Oh, there you are Sunset!" Fluttershy sighed cheerfully, as Gloriosa wasn't sure how to react. Fluttershy called Sunset's name in the same tone from earlier and managed to catch her feline-like attention span, leading her away from Twilight before petting her behind the cheeks and stroking her head and back. "There you are, you're a good kitty!" Fluttershy chuckled, starting to enjoy herself as Sunset adorably purred away.

"Um, does someone want to fill us in?" Twilight requested, still incredibly baffled from what had just occurred. Fluttershy explained what had happened to Sunset, which only left them feeling more confused as they figured they had no real choice but to roll with the bizarre circumstances. The five of them continued rekindling and planning their next move, before they were all interrupted by a familiar scream from just down the hall.

“That sounded like Rainbow Dash!” Fluttershy gasped. The five of them turned around to see Rarity, Applejack, Pinkie and Rainbow all sprinting fearfully towards them as everyone bumped into each-other and fell backwards into the library, crashing into a shelf and causing books to fly everywhere. As the group readjusted themselves, they noticed that some parts of their costume’s had become mixed up in the impact. Twilight now wore a Rainbow’s daring do’s hat, Gloriosa now wore Applejack’s eye-patch and Fluttershy now wore Pinkie’s clown nose. Twilight lifted the massive pile of books that surrounded them using her powers, and put them aside as everyone dusted themselves off.

“Sorry ‘bout that, ya’ll okay?" Applejack sighed, rubbing her head in mild pain as Gloriosa handed her back the eye patch.

"Yeah, I think we're okay." Fluttershy answered dizzily, removing the bulbous red nose from her face and throwing it towards it's correct owner.

“I think we lost him, so that's a plus.” Rarity commented, rapidly readjusting her disorganized hairdo.

“Something weird happened to Flash!” Dash elaborated, taking her hat back from Twilight, “I don’t know why but he started acting like a real werewolf!”

“Oh no, we were worried something like that would happen!” Fluttershy replied.

“What do you mean by that Sugarcube?” Applejack questioned, as Timber pointed over to Sunset. She was nuzzling up and being stroked by Pinkie, who seemed to have completely accepted her friend was acting this way like it was nothing out of the ordinary. Rarity and Applejack were speechless, while Rainbow found it hysterical.

"Awwww, she's so cute!" Pinkie giggled, "It's like a real life kitty cat, only more Sunset-y!"

“Anyways, what do we do now?” Gloriosa mentioned, as the all looked at each-other in hopes someone had a plan that wasn’t just running around like headless chickens. The group began discussing possible options and even mentioning their encounters while they were all separated, but nobody seemed to any ideas. That was until Twilight recalled something.

“Does anyone know where Sunset’s Equestrian creature book is? right now, it's all we have to understand Kitharum and Sunset isn't really in a position to read it!" She asked.

“Hold on! I think it’s in here somewhere!” Pinkie proclaimed, reaching into her over-sized clown pants and pulling out a unicycle, an axe, a hockey mask, a small television and eventually Sunset’s book. Twilight didn’t have the patience to question the logic behind it and simply scrolled through the book until they found the section marked Kitharium. She read and read every single word carefully for what felt like hours, but her efforts were sadly turning out fruitless.

"Hey, didn't you say you found Trixie?" Rarity mentoned.

"Oh yeah, we did!" Gloriosa remembered, "Twilight buried her under a pile of books earlier."

“Cool! where's that?” Pinkie cheered, before she felt something grab the straps on her suspenders as she was suddenly pulled back without warning and started screaming like a banshee.

“PINKIE PIE!” Rainbow yelled, as she and Applejack ran quickly after her. The rest of the group followed close behind as they all rounded the corner to see Pinkie had unfortunately now been taken over, standing creepily still next to the zombie-like Trixie and even Kitharium himself. But Pinkie looked slightly different than his other minions, with her eyes being slightly wider and her mouth more tilted. Her friends were all silent, apart from Sunset hissing at Kitharium as he caressed Pinkie's cheek.

“She truly is a magnificent one, isn’t she!” he grinned, before he faded away and began to posses Pinkie's body. The distorted sound of his voice was clearly visible, but was now combine with the usual upbeat squeakiness of Pinkie’s. “You know that it’s only a matter of time before you join us, so why not surrender now and save me the trouble!” they harmonized as Pinkie began limping towards her friends. Twilight instinctively dropped the book and telekinetically pushed Pinkie into Trixie, temporally knocking them over. Rainbow grabbed the book as the seven of them began to run.

"Okay, so we're doing this the hard way?" Kitharium smirked, releasing himself from Pinkie's body, "Good, it makes your fear taste better!"

The group kept running as other controlled students and even some of the teachers were lurking behind almost every corner. Eventually, they made it into the school canteen, which was the only place not overrun by Kitharium's army. Applejack used her geode enhanced strength to push the tables towards the doors, barricading them in as the terrifying groans of their classmates could be heard from outside every exit.

“We’re never gonna make it!” Fluttershy sobbed, bursting into tears as Sunset sensed her friends sadness and started nuzzling against her legs in an attempt to cheer her up. Fluttershy appreciated the notion, as she continued to pet Sunset while some of her other friends over to try and help.

"Don't say that Fluttershy, it'll all work out!" Rarity comforted uneasily.

"Yeah, we're gonna be okay!" Applejack reassured, despite them both worrying that she could be right.

"Are you sure there's nothing in that book?" Timber sighed, lightly hugging his girlfriend and sister.

"I don't know, but i'm scared!" Twilight regretfully answered, her eyes also beginning to water as the groans of the controlled became louder with each tear.

“Alright! That is enough!” Rainbow aggressively announced, standing on one of the tables like she was going to make a speech. ” Those are our friends out there! Our families! And we can’t keep fleeing like gutless cowards while they’re under his control! I don’t know about the rest of you but I’m gonna stop running in fear and I’m gonna stand up to him! You hear me you freak, I’m not afraid of you!”.

"Rainbow Dash, stop it!" Applejack snapped, as the zombie-like moans seemed to had somehow become less jarring. Twilight began to think. How had they gotten away from them so far? Pinkie's pie bomb at the apple house, her fighting off Trixie to save Gloriosa and even fighting her off again with Pinkie to get away a few minutes ago. Was there some kind of connection between them that she wasn't seeing. Then, she remembered Applejack mentioning her encounter with Kitharium and her parents in the band room and admiring how brave it was for her to overcome something like that. Then suddenly, it hit her like a ton of bricks.

"I've got it!" she claimed, startling the rest of the group with the sudden loudness of her voice, “they're powered by our fear, why didn't I see it before!"

"Okay, I think she's snapped!" Rainbow worried, as Twilight continued to give her reasoning and her explanation began to slowly make sense to the group.

"So, what's the plan then?" Fluttershy asked, uncertain what to do with this information.

"We have to go out there and face them head on!" Twilight declared.

“But darling, that’s a terrible plan!” Rarity criticized.

“Maybe so, but it’s the only one we’ve got! Now those are our friends out there and I’m gonna help save them, who’s with me?” Twilight stated, with a sudden burst of confidence. Though resistant at first, her friends all banded together and agreed to face the enemy head on. They searched and gathered supplies from around the room that they could use as possible weapons of defense. There wasn't much to work with, but were determined to somehow make it work.

“Alright, listen up ya scurvy dogs!” Applejack broadcasted, standing in front the doors.

“Not the pirate voice AJ!” Rainbow interrupted.

“Please, let me do it this once!” Applejack begged, as Rainbow rolled her eyes and let her friend continue with her speech.

"Those be our mateys out thar!” she continued in a gruff voice, “those be our classmates, our sisters, our familes 'n friends. 'n we be gonna get them back, whatever it be takin’! are ye ready?”

“I’m Ready!” Dash shouted.

“I’m Ready!” Twilight agreed.

“I’m Ready!” Rarity declared sternly.

“I’m Ready!” Fluttershy muttered queitly, still reasonably a little anxious.

“We’re Ready!” Timber & Gloriosa collaborated.

“Meow!” Sunset mewed confidently.

“Then let’s go!” Applejack finished. They all gathered together as Applejack slid the tables aside and opened the door to reveal the entire rest of the school outside the doors, with Principal Celestia & the Canterlot Monster Club groaning at them in the front lines.

“Sorry about this Principal!” Applejack smirked confidently, as she pulled out her sword and swung it around vigorously, causing their controlled classmates and teachers to slowly back away. "It's workin'!" She cheered triumphantly as Dash, Timber and Fluttershy began to throw leftover canteen food at them and Twilight use telekinesis to gently push them aside. Gloriosa stood at the back of the group, all of them closely huddled together, and guided Sunset as they followed along the way. The plan was completely crazy but seemed to be working quite well, as kept it up until they manged to make their way back into the gym, where they quickly slammed the doors shut before catching their breathes.

“Well, that kinda worked?” Twilight sighed. The gang all agreed and chuckled among themselves before they began to hear some suspicious growling. Everyone turned around to see Kitharium on the stage, with Flash, Pinkie, Trixie & DJ Pon-3 all standing alongside him.

“You think you can stop me! Fools! I'm every nightmare you've ever had! Your worst dream come true! I am everything you ever were afraid of!" He bellowed, but most of the gang put on a fearless expression. Gloriosa being the exception, slowly backing away from the rest of the group as KItharium began to attack. He used the power of darkness manipulation and tendril generation to strike, but they manged to bravely fight off his attacks.

“We ain't afraid of you!” Applejack declared, as the Equestrian monster grew angrier. That was until he saw one girl standing further away from the group, sighting her as his key to victory.

“Maybe you’re not, but she is!” Kitharium smirked, confidently pointing towards Gloriosa. The room around her went almost pitch black except for two dim mysterious lights. One shined over Gloriosa and another over Kitharium, like a couple of theater spotlights. Her friends tried to call out to her but Kitharium used his powers to capture them in his darkness, making their voices become muffled and inaudible to Gloriosa as he drew closer.

“You’re afraid you’ll hold them back, afraid they’ll never really accept you!” he taunted, as his shadows began to tie up her friends.

“Shut up!” Gloriosa muttered, as she looked ahead to see he’d taken the form of her old ‘Gaia Everfree’ transformation.

“You’re afraid, that deep down inside, you’ll never be able to separate yourself from ME!" he screamed, now mimicking her voice from the event. Gloriosa began to cry as she kneeled to the ground in defeat. “You know” Kitharium continued, now having transformed back into himself, “I may not have been accustom to this world yet, but you humans are so interesting. Especially you Gloriosa! You’re willing to let them fail because you’re afraid you will cause them to do so! You know, It’s almost poetic!” his grin grew wider as the lights began to fade and the room grew darker. “In fact, you know what! I’ll be kind and give you some of them back!”. After he spoke those words, the lights temporally increased as her friends were released and Pinkie & Sunset were restored back to normal. Sunset slowly stood back up on two feet and hugged her friends as Pinkie bounced over and did the same.

“But why would you do that?” Gloriosa asked.

“It’s to prove I’ve already won!” Kitharium laughed, as the room went black again, "It doesn't matter how many of your friends aren't under my control, they will never defeat me because you’re holding them back and you know it!”. The darkness kept closing in on her and her friends voices became harder to hear as Kitharium felt he could practically taste his victory. "Just say it, your afraid!" he exhaled creepily.

Then suddenly, images began flashing through Gloriosa's mind. Images of her with her brother and some of her with the group. She recalled her memories of that previous summer, Timber humorously falling into the lake while they were playing with some of the new campers. She remembered some of the times she spent with her friends from Canterlot high. Helping Pinkie bake the cake for the benefit concert, Fluttershy introducing her to some of the Forrest critters or even crashing one of Twilight's date with her brother. These memories were all so happy. Gloriosa wiped away her tears and stood up self-assuredly towards him, she knew what she had to do. “You know what? I’m not afraid!” she proclaimed, “You can play to my fears as much as you like, but I know deep down that they’re are my friends and they will stand by me! They will help me! They can defeat you!” as she finished her speech, a strange glow began to shine around her as the room began to light up. Her friends were now visible as they began to do the same.

“What is happening?” Kitharium groaned, shielding his eyes.

“Don’t you see it?” Gloriosa smiled confidently, “I do”

“It’s a more powerful magic than fear!” Twilight added.

“It’s the type of magic that help conquer it!” Sunset joined in, as all the girls began to lift of the ground.

“It’s the magic of friendship!” the eight girls declared simultaneously, as a blinding light emitted of them and completely lit up the room. Kitharium’s fearful screams could be heard as his darkness completely faded and he was gone. The girls all slowly drifted back towards the ground as they looked around to see the enchantments had been lifted as Flash, Trixie & Dj-Pon3 stood there confused and the groans from outside the door sounded more like confused mutters.

"We did it!" Gloriosa cheered, as the group all high-fived each-other and gave relieving hugs.

“So, you all saw me acting like a cat huh?” Sunset awkwardly chuckled, releasing a blush as red as Pinkie’s nose out of sheer embarrassment.

“Yeah, we did!” Twilight laughed, “but don’t worry, I’m guessing by the noise out there that it’s only the nine of us who’ll remember”.

“We won’t tell nobody sugarcube!” Applejack winked.

“But we will probably tease you about it for a month or so!” Rainbow snickered.

“You were pretty adorable if that helps” Fluttershy complimented.

“Thanks you guys.” Sunset smirked, as Flash ran over and gave her a hug. The doors opened as half the school wandered in, appearing to have no memory of their previously zombified states. The CMC all ran over to their sisters (or honorary sisters in some cases) in floods of tears.

“I’m sorry sis, this is all my fault!” Apple Bloom wept.

“Shh.. it’s okay, it’s all over now” Applejack comforted her sister, while Rarity offered to fix their costumes and Dash even claimed Scootaloo was pretty intimidating, which of course made her feel better.

“Why is it when something strange happens, it’s always you seven?” Principal Celestia sarcastically sighed, with Vice-Principal Luna following close behind.

“Do you remember what happened?” Fluttershy asked.

“Not really, we just feel like we weren’t ourselves.” Vice Principal Luna answered, “are we close?”

“More or less.” Sunset nodded.

The party then continued into the almost the early hours of the morning. Most of the students still felt strange but were able to enjoy themselves regardless. One person who was having more fun than before was definitely Gloriosa. She was dancing without a care in the world, getting competitive in the apple bobbing and was uncontrollably laughing after all of the pranks Pinkie pulled on her, even managing to prank her a couple times too. Twilight and Sunset were particularly happy for her, relating to her previous struggles and seeing the positive atmosphere she had now submerged herself in. Twilight was the first of the group to leave the party as it was getting very late and she needed to check up on Spike. As she said her goodbyes, she fell victim to another hand buzzer prank from Pinkie and gave Timber a quick kiss. She also decided to have a quick one to one conversation with Gloriosa before going.

“Thank you so much for coming, I’m glad you were able to have a good time!” Twilight approached.

“Thank you so much for inviting me” Gloroisa smiled, “This been the most fun I've had in years, you’re such a great friend!”

“Thanks, hopefully I’ll see you around.” Twilight beamed, before saying goodbye and leaving the gym. Sunset had offered to walk Twilight home, which she accepted as she was still feeling a little too shaken up to be walking home alone. The two talked the whole way there as Sunset began telling her some nightmare night stories from home, including the tale of Nightmare Moon which Twilight acknowledged as her favorite story of the bunch. Eventually, they made their way back to the house where Spike had been eagerly waiting for them. They could hear him barking from the other side of the door before they opened it and he ran straight into Twilight’s arms.

“Hey Twilight, how was trick or treating?” he yapped, cuddling up to his owner.

“It’s a long story!” Twilight chuckled, petting Spike and carrying him back inside before saying goodbye to Sunset.

On her way home, Sunset began pondering what she could write to Princess Twilight in her journal about tonight’s events. She figured it important to tell her about another Equestrian threat and what happened to her fellow schoolmates, though she probably wasn’t going to mention the 'acting like a cat incident'. However, she still wanted to also highlight how much fun the party was & how Gloriosa helped save the day, not to mention she wanted enough room to ask how the princess' Nightmare Night had been.

One thing was for sure, this Halloween had certainly been eventful to say the least.

THE END