“Come on, Starlight! Why haven’t you put your costume on? If we don’t get ready, we’re going to miss the festival!” Trixie whined at her friend, already dressed for the occasion. In truth, she didn’t need to do much to make a costume, just trading her usual wizard outfit for a witch’s one, her black cloak and pointed hat identical in every respect to her normal attire except for its color. “Also, I need your help to put this eyeshadow on!”

“I’m coming, I’m coming!” Starlight said from behind the door of the other room, somewhat exasperated at her fellow unicorn. “And why can’t you do it yourself?”

“Because the Great and Powerful Trixie has never needed to enhance her already ravishingly good looks before!” she announced grandly. “That, and she does not know how to use these tools and is afraid of poking her eye out with them…”

“You take the cap off, and apply the brush to your lashes,” Starlight couldn’t help but roll her eyes from behind the closed door. “Do you really need to be shown how to use lipstick, too?”

“Trixie can manage,” she said, applying the flavored black lip gloss she’d obtained from Pinkie Pie first, then licking her lips quite happily. “Mmmm… licorice…”

“So are you two coming, or what?” Applejack called out from the entrance of the great hall, where she was now covered in pieces of bark and twigs Rarity had fashioned into a surprisingly good costume for her, taking the form of a familiar Everfree creature. “We’re already getting some guests now! Ya’ll don’t wanna be late, or the curse of the Timberwolf might getcha!” she warned, letting loose a mock howl.

“I’ll take my chances…” Starlight muttered, and then finally emerged into the hallway dressed in a forest green cloak with chain mail covering her chest, a bow and arrow quiver on her back and three stripes on her shoulders, presenting the picture of an old Equestrian Army unicorn soldier, an improvised costume she’d thrown together using pictures out of an old book. “So how do I look?”

“Ready to slay gryphons!” Rainbow Dash whistled appreciatively, doing a loop in the air as she inspected her from every angle, having dressed as Zapp from the Power Ponies for the occasion. “That’s awesome!”

“You said it!” Pinkie Pie suddenly appeared in their midst with a plate of orange cupcakes with black frosting, the former made with pumpkin and the latter with chocolate. To little surprise, she was dressed as a clown with her mane orange-dyed and poofy, white facepaint and lines going from from the ends of her lips to her eyes, though Starlight wasn’t sure why her costume seemed so creepy and disconcerting. “I love it!” She pronked once.

“Excellent detail work, Starlight! You even got the rank insignia right. And where’d you get the longbow?” Twilight asked, hefting it with her magic and experimentally notching an arrow, dressed in an old Bittish overcoat and detective cap as Fetlock Holmes. Even Spike had gotten into the act with her, outfitted with thestral wings and a fitted overcoat of his own to take the role of Doctor Batson beside her, tossing one of Pinkie’s cupcakes into the air and landing it in his mouth.

“I made it,” Starlight said simply, embarrassed over the attention and feeling more than a little ridiculous. “I borrowed a branch from an old Everfree yew tree and found some grasses suitable for the drawstring with a little magical alteration. I used oak for the arrows, Spike helped forge the metal for the arrowheads, and Rarity provided the chain mail,” she said with a nod at each in turn.

“It was my pleasure, darling! I had it leftover from an old client’s special order—it took me days to make at the time—but I see you have put it to good use!” she said, admiring it herself, having gone all-out on her own costume by turning herself into a punk rocker, which was an easy change for her given her recently ruined mane and the extreme measures she’d taken to make the look work. “Now what say we go join the festivities? This is your first Nightmare Night, my dear Starlight, and we want you to enjoy it fully!”

“I’m sure it’ll be… different…” Starlight offered somewhat wanly, faced with yet another pony holiday she’d been unfamiliar with, and this was in some ways the most incomprehensible one of all—dress up in costumes and offer candy to Nightmare Moon to prevent her from returning and eating pony souls?

I mean, where the hay did they come up with this stuff? And doesn’t Luna object to being turned into an object of fear? she couldn’t help but wonder, having been told that the Moon Princess made it a point to appear at a different Nightmare Night celebration every year now, even getting into the spirit herself by taking the form of Nightmare Moon. “So where’s Fluttershy?” she asked, belatedly noticing the final member of their group was missing.

To her surprise, everypony went downcast. “She’s not coming, Starlight,” Twilight explained as the others nodded their disappointment. “Fluttershy doesn’t like Nightmare Night and never has.”

“It’s just too scary for her,” Rainbow added. “Really a shame, too. She was so much fun last year when she tried to get into the spirit!”

“You said it! She gave us all a real fright that night!” Spike agreed, now starting on his second cupcake.

“Best… Nightmare Night… EVER!” Pinkie Pie pronounced as the others proceeded to explain what had happened, leaving Starlight amazed that Fluttershy of all ponies had come up with and done all she did!

“Fluttershy… a batpony?” Trixie seemed dubious, and Starlight was no less intrigued by the possibility, so different from the kind and bashful mare they all knew. “Trixie wishes she could see that!”

“So do I,” Starlight blinked, trying but not succeeding in visualizing it. “She seriously did all that?”

“Well, she did have help from Angel Bunny. Never mind his name, sometimes Ah swear that rabbit’s downright evil…” Applejack said, wincing as she made a scratching motion at her chest. “You know, this costume’s great, but it’s a bit itchy, Rarity…” she complained mildly. “And worse, Ah can’t scratch through it!”

“Oh? My apologies, darling. Then let us see what I can do…” Rarity immediately started considering the problem, but Starlight stopped her.

“I think I can help you there, AJ,” she told her new friend, casting a spell on the earth pony mare that caused her to blink. “Better?”

“Whoa… yeah! It is!” Applejack looked down at herself in amazement, her itches suddenly vanishing. “Thanks, Starlight!”

“How’d you do that, Starlight? Have you been studying healer spellbooks too?” Twilight asked, amazed as always at her now-former student’s prowess.

“Actually… I learned that spell when I was foal because I have allergies,” she admitted somewhat wanly, then sneezed from the slightly dusty bark covering Applejack’s body. “Case in point. And they’re especially bad in spring,” she explained with a sniffle, casting what Twilight recognized as an antihistamine spell on herself next. “There, I’m good to go now too…”

Twilight grinned and then affected an old Bittish accent. “Excellent. Then shall we be off, my dear Doctor Batson?” She turned to Spike at her left.

“After you, my dear Fetlock!” he rejoined with a sweeping bow and slightly-less-successful imitation of the same accent. “Mysteries await!”

“So be it. Then come, my dear friends! Nightmare Night awaits and the game is ahoof!” she announced theatrically as she pulled out a magnifying glass and began examining everything on the way out the door of the decked-out castle, lined with firegem-lit carved pumpkins they’d done earlier that day, heading for the town center where the festivities had already begun.

“That’s not corny at all, Sparkle…” Trixie teased, plucking a cupcake with her magic and taking a bite out of it, passing one to Starlight as well. “Right, Starlight?”

“Maybe a little, but it’s all in good fun,” she shrugged, still uncertain about all the whole Nightmare Night concept but hoping she would find some things to enjoy about the it. Still a shame Fluttershy isn’t here… she couldn’t help but think, her mind drifting back to the surprising story they’d just been told. It sure sounds like she could make Nightmare Night a LOT more interesting! But she doesn’t like being scary or scaring others...? she remembered what her new friends had told her, then grinned.

You know, I might just have a cure for that, too…

Author's Note

Remember that one about the road to Tartarus, Starlight...? Well, you can bet she will by the time this Nightmare Night concludes! Welcome to the story, folks! There’ll be a chapter or two of scene-setting first, but I find taking the time to do so makes the coming adult scenes all the better for stories like this.

This story idea has actually been bouncing around my head ever since I finished the first UtM, and originally I wanted to do it for last year’s Halloween, but had too many other writing projects underway then. I swore to do it for this year, and despite only starting it two weeks before Halloween, I’m quite pleased with the way it’s turning out so far. I’m also glad I waited, because this season of MLP gave me far more of Starlight and Trixie’s characters to work with, as I’m sure this first bit shows. Nothing else to say at this point except welcome to the story, and hope everyone enjoys!