Acolyte of the Lunar Court

by Lets Do This

Rating: teen
Tags: My Little Pony: Friendship is Magic, Dark, Alternate Universe, Main 6, Nightmare Moon, Princess Luna, Drama, Adventure, Derpy Hooves, Twilight Sparkle
Length: 32643

"The Night is not as forgiving as the Day." -- Twilight finds out the hard way what Luna's night is like.

"The Night is not as forgiving as the Day."
When Twilight agrees to become Princess Luna's personal student, she discovers the hard way what Luna's Night and her Lunar Court are really all about.

This story is thematically a darker flip-side to "My Little Student", but is written so that it can read on its own. Also, while for the most part this is arguably compatible with show canon, I've turned on the AU tag anyway, just to allow myself a little elbow-room for world-building.

Published 2018-08-02 19:30:01 UTC
Last updated 2018-08-02 19:30:01 UTC

Meeting in a Nightmare

In the grand Royal Bedchamber of the Palace of Canterlot, on a bed of the finest down cushions and satin coverlets, lay a large white alicorn with a shimmering ethereal mane and tail. Her Royal Highness Princess Celestia slumbered at peace... and snored like an obstructed bathtub drain.

There was a respectful tap at the doors, and then the left door swung open. Even with the care taken by the entrant a thin arc of light from the corridor fell across the bed.

"Sister?"

Celestia's eyes slowly opened. She blinked muzzily.

"Luna? What is it?"

Night-blue, star-maned Princess Luna stepped quietly into the room and shut the door. Then she stood where she was, a troubled look on her face.

Celestia hauled herself up to a sitting position, and held out a welcoming forehoof. Luna finally crossed to the bed but merely stood beside it, not rejecting the offer of closeness yet not availing herself of it either.

Celestia nodded. Luna had only recently moved out of the Royal Bedchamber and into a separate suite of rooms of her own, and she endeavored to present an image of self-sufficiency as she resumed her duties as co-ruler. Yet this was not the first time she had sought out her sister's aid in the middle of the night.

"Were you having the dream again?" Celestia asked gently. "The one you spoke of the other day?" She knew well enough not to pry further.

Luna looked away, even more troubled. Then she looked back.

"The dream was being had, Sister mine," she said. "But not by us."

"I see." Celestia considered that. "What do you advise, Sister?"

"I think... it may be time we introduced ourselves."

In an upstairs bedroom at the Golden Oak Library in Ponyville, a lavender unicorn pony with a dark blue, red-striped mane lay huddled under her blanket in the moonlit darkness. Her mouth gaped soundlessly, tears flooding from beneath tight-shut eyelids.

It was that dream again. Only now it was much, much worse...

The tall, intricately scroll-worked doors swept open. Twilight shiveringly advanced up the long red carpet leading up to the dais. She stood facing the Sun Throne and its occupant, the towering, radiantly shining, ethereal-maned Princess Celestia... who looked down upon Twilight in fury and disgust. The blinding glare of the Sun itself blazed in her eyes, spearing Twilight to the carpet like a bug.

TWILIGHT SPARKLE! The Royal Canterlot Voice rang out, making the walls shudder with a thousand echoes. THOU HAST FAILED US UTTERLY! THOU ART NO LONGER OUR STUDENT! BEGONE FROM OUR SIGHT AND NEVER DARKEN THESE HALLS AGAIN!

Gasping, sobbing, Twilight collapsed bonelessly onto the carpet. Then she leapt up, turned tail, and ran back down the length of the hall and through the doors. BOOM. They slammed shut behind her with irredeemable finality.

Spirit broken, Twilight dragged herself hoofstep by hoofstep along the corridor. She finally fell abjectly to the cold tile floor in a patch of moonlight from a window. She sobbed bitterly, piteously. Nothing would ever give her joy again -- nothing!

A ringing tap sounded to her left, as of a metal-shod hoof that had unintentionally trod upon tile rather than carpet. Twilight looked up, blinking through her tears.

"Princess Luna?"

The Princess of the Night soundlessly gazed down at her. Luna's face was set in its familiar, guardedly somber reserve. Yet there was something else: a nervousness, as if the Princess had been caught in an indiscretion and was even now considering a quick withdrawal to the shadows from which she had stepped.

Seeming to reach a decision, she continued forward to place a gentle hoof on Twilight's shoulders.

"We are here, Twilight Sparkle! Be at ease! And tell us... why dost thou dream this particular dream so often?"

"This is a dream?" Twilight slowly sat up and looked around.

"Of course it is. Our Sister is and always shall be inordinately proud of thee! She would never mistreat thee so!" Luna smiled wryly. "Why wouldst thou even imagine it?"

"But... if it's my dream, how can you be here? How can we be talking?"

Luna drew back slightly. "Such is one of the powers granted us as the Princess of the Night, to walk the dreams of our subjects... though we have only recently regained the facility with it we once had!"

"So... you've been in my dreams before?"

"We have," Luna admitted. "Though we have taken care not to reveal ourselves save in direst need. Some of our subjects find our presence disturbing, an invasion of their inmost thoughts. Is it so with thee?"

"No," Twilight shook her head. "I don't mind! I'm actually glad you're here... I'm relieved to know this is just a dream!"

"Yet it is thy dream!" Luna said, with a little of her normal diffidence. "Why dost thou dream thus? Why torment thyself so?"

Twilight sighed. "I think I've always been afraid of messing up, of failing Princess Celestia," Twilight said. "And of being sent away!"

Luna sniffed. "How couldst this ever happen? Art not thy reports complete and letter-perfect? Dost not our Sister regularly compliment thy work? Dost she not speak proudly and at length of thy achievements, whenever thy name is mentioned?"

Twilight drew back. Luna's tone was sternly scornful, almost angry. "I... know that she does," Twilight said carefully, afraid she might have offended the Princess. "And nothing gives me greater joy! Um... when I'm awake."

"Yet in thy dream," Luna persisted, "thou feelst something missing? Something left undone? Some important lesson thou hast failed to learn?"

Twilight shook her head. "I don't know what there could be! I've read every book of magic I've come across. I've studied every lesson Princess Celestia has set me. If there was anything else, she would have told me! Right?"

"Perhaps..." Luna murmured. "If it were something she could teach thee."

She stood thoughtfully for a moment, head turned to one side. Then, before Twilight could speak, Luna looked her straight in the eye.

"Young Twilight, may we ask of thee for thy assistance in an important matter?"

"Of course, Princess! What can I do?"

Luna shook her head. "Now is not the time. It is best to discuss it with thee in our own person. When thou awakens, hie thee to Canterlot with all speed. All shall be explained!"

"I will, your Highness!" Twilight said, and bowed her head.

When she lifted it again, Luna had vanished back into the shadows.

Twilight started awake. It was still night-time. The moonlight falling across her from her window had woken her up.

She sat up, abashedly wiping the tears from her face with her hooves and rubbing her eyes. What a strange dream, she thought. The conversation with Princess Luna had seemed so real, so coherent. Not like the usual mishmash of dream imagery she normally experienced. Yet the very idea of the Princess herself walking through other ponies' dreams! That was just ridiculous! Wasn't it?

She carefully pushed back the covers and climbed out of bed, not wanting to disturb Spike. The purple baby dragon still slumbered heavily in his basket at the foot of the bed.

Projecting a candle's-worth of light from her horn she made her way downstairs to the main room of the Library, and went into the kitchen to get a glass of water. The glass floated alongside of her in her magic as she came back out into the main room and sat down at her desk. She pulled over a novel she'd been reading off and on, hoping thereby to distract and calm herself enough so that she could fall back to sleep again.

There was a rap at the door.

It was respectfully soft, yet firm, as if whoever it was could make a lot more noise, given sufficient reason.

Twilight tensed. Who could that be at this hour? She stepped over to the door and cautiously unbolted the upper half.

She swung it open.

And found herself facing a living nightmare.

It resembled a stallion, huge and hulking, gray in color. It had tufted ears and sharp-fanged jaws that never quite closed, and golden eyes that gleamed with a ferocious, unearthly light. It had broad, dark wings, ribbed and webbed like those of a bat or a dragon. In place of a mane, it had a webbed fan, similar to its wings, and its tail was dark, long, and shaggy.

It also wore the dark purple parade armor of Princess Luna's Royal Guard.

The fanged horror nodded its head politely to her. "Good evening, Miss Sparkle." Its voice was booming and gruff, yet courteous.

"Um. Yep! That's me!" Twilight blinked. "Er... pardon me if this sounds really dumb, but... am I still dreaming?"

The guard nodded in understanding. "We were told to expect that question. No, ma'am. You are wide awake, and we are quite real."

"We?" Twilight looked past the guard and saw, in the square in front of the Library's door, Princess Luna's dragon-winged Royal Night Chariot. There was another nightmare guard still hooked up to its chain-link traces, staring straight ahead with a stolid, unblinking patience.

"Oh," Twilight said.

"We were directed to make the Chariot available to you," the guard at her door explained. "At your convenience. Though if you would, ma'am, it would be best to depart soon -- daybreak is all but upon us!"

"Ah! Right! Well, give me jusssst one minute to pull a couple of things together, and I'll be right with you!" Twilight gently shut the door, smiling manically.

And then threw her back against it, trying hard not to panic.

Horsefeathers! she thought. What have I gotten myself into now?

From the Sun to the Moon

The wings of the two nightmares churned through the night sky, hauling the heavy Chariot at breakneck speed. Twilight clung to the railing, buffeted by flight winds. She couldn't begrudge the flyers their desire to get home before the sunrise blinded their sensitive eyes, yet she was really glad she'd thought to throw a cloak on against the chill.

Spike, her assistant and scribe, peered out from his hiding place beneath the cloak.

"D-d-do you know what this is about, Twi?"

"Only what I saw in my dream!" Twilight raised her voice to be heard over the wind. "Luna asked for my help!"

"Yeah, well, why'd she tell you in a dream? And how's that even work anyhow? I mean, couldn't she just send you a letter?"

"I don't think she meant to do it," Twilight said. "She said she normally doesn't reveal herself. But this time she did!"

"Creepy!" Spike shuddered. "Not sure I'd want her roaming around in my dreams!"

"C'mon, Spike!" Twilight chided him. "It's Princess Luna! We can trust her! She cares about us just as much as Princess Celestia does!"

"Yeah, well. I mean, dreams are supposed to be private!" Spike said. "At least I thought they were!"

Twilight stared ahead at the approaching city of Canterlot. She could understand Spike's reluctance. She shared it to some extent. Yet she also felt strongly that she could trust Luna. She just needed to find out what this was all about.

The Chariot swept down to settle heavily on the upper landing platform of the Palace, and Twilight and Spike hurriedly dismounted. The flyers did not wait a moment. Wings already flapping, they lifted off at once and the Chariot swept away, dropping downwards towards the palace mews.

There were white-coated guards standing to either side of the doorway leading in, who snapped to attention. They wore the gold armor and plumes of Princess Celestia's personal retinue.

"This way, ma'am!" the right-hand guard said to her. They fell in to either side and led the way down the stairs to the main Audience Chamber.

The tall, intricately scroll-worked doors swept open. Twilight cautiously stepped through, and then advanced up the long red carpet leading up to the dais. She heard the doors swing gently shut behind her.

Seated upon the Sun Throne was the towering, radiantly shining, ethereal-maned Princess Celestia... who smiled down at Twilight in glad welcome. "Twilight Sparkle!" she said, her large, gentle eyes shining with pleasure, her warm voice settling about Twilight like a comfortable blanket. "Thank you for coming so quickly!"

"Of course, Princess!" Twilight smiled back, relieved.

"And Spike! It's good to see you too!"

Spike bowed formally. "My Lady!"

"And we too are here!" said Princess Luna, stalking from the shadows to the left. "We greet thee both, with thanks for thy swift arrival!" She sat down near the base of the dais, a few steps from Twilight.

"So..." Twilight said, looking up at Celestia, "Um. Princess Luna asked for my help with... something important?"

"Yes, Twilight, I know. Before we get to that, there is something equally important that I need to ask of you."

"Well, of course, your Majesty! What is it?"

"I need you to stop being my student..."

Twilight's blood ran cold, her eyes went wide. She reflexively sucked in a rough, ragged breath. Her knees trembled, threatening to give way.

NO! PLEASE NOOOO...

Celestia had paused, startled by Twilight's reaction. Then she went on.

"... temporarily! I'll explain why in a moment. But first... Twilight, will you please take a breath? You're beginning to seriously worry me!"

Twilight gasped hoarsely, then cleared her throat and tried to calm her nerves. "Sorry! I... had a rough night. Didn't sleep too well!"

"Tell me about it! This is me before my first cup of coffee!" Celestia said with feeling. And indeed she did look a little drowsy, as if she had only awakened a short while ago herself. "But I did wish to discuss this with you both before things got hectic and Luna had to retire for the day."

Twilight glanced at Luna, and saw the Night Princess staring back at her, a deeply concerned look in her eyes. She knows! Twilight thought. Having seen my dream, she knows just how scared I was! Yet Luna had given no other indication of that knowledge. Because it's privileged information, Twilight realized. My dreams are private, and she can't reveal them.

She began to understand the Princess's cold aloofness a little better. Luna had to be careful not to give away something private or personal by laughing or smiling at the wrong moment, or at the wrong thing.

Celestia went on, drawing Twilight's attention back to her.

"Now what we have in mind, Twilight, is this. Princess Luna has been gradually re-assuming her share of our royal duties. It's important to her to demonstrate to our subjects that she is a fully capable co-ruler. As part of that, she has also expressed an interest in taking on a personal student of her own. I have discussed this with her, and we have both agreed it would be a good idea for her to begin with someone whom we both know is already an excellent and capable student -- namely you, Twilight!"

Twilight looked at Luna, then back to Celestia. "So... you'd like me to make my friendship reports to Luna for a while?"

"Much more than that, Twilight! Princess Luna has also kindly reminded me that while I have taught you a great deal, there are aspects to the Magic of Friendship that we have not covered fully, for which she is uniquely qualified to be your teacher. So, for the near term, you will report to her directly, and consider yourself to be her personal student."

Pausing, Celestia looked troubled for a moment.

"Twilight, I would never ask you to do anything that makes you feel uncomfortable. But Princess Luna's responsibilities, and her methods, are very different from my own. Some of these will no doubt take you by surprise! I would ask you to approach this in all seriousness, and render my sister the very same respect, obedience, and diligence you have always shown to me!"

"I will, your Majesty!" Twilight said solemnly. "Um, will I still have Spike helping me?"

"Absolutely!" Celestia replied, with a laugh. "We'll adjust Spike's transference spell so his missives go to Luna rather than to me. But otherwise he is still your assistant! I don't think even I could change that!"

"Phew!" said Spike, who had been silently staring at the three of them in rising anxiety. "That's a relief! Er... m'lady!"

"Okay, then! Count me in!" Twilight said. "Um... for how long?"

"That's something you and Luna will need to determine as you go, I think." Celestia looked to Luna. "Sister, is now a good time?"

"We are prepared, Sister!" Luna replied.

Celestia nodded, and then spoke in a ringing, formal tone:

"My Faithful Student, Twilight Sparkle! We hereby proclaim that until such time as is determined by the three of us, you will no longer be our personal student, and will henceforth be the personal student of Luna, Princess of the Night, the Moon, and the Stars! Sister, do you concur with our proclamation?"

"We concur!" Luna replied, in a cold, booming tone, not quite the Voice, but not far from it. "And we welcome thee, Acolyte Twilight Sparkle!"

Stirred by the ceremony, Twilight stood tall and proud and smiled up at Luna, as Princess Celestia had commanded her to do from the very first day of her lessons in magic.

Yet for some reason this appeared to displease Luna. Her eyes widened, affronted.

"Dost thou take this honor lightly, Acolyte? Does thou think thyself our equal? Where is the respect shown thy teacher?"

Uncertain, Twilight hastily knelt to the Princess, her eyes lowered. She was very much out of practice and made an ungraceful hash of it.

"Hmph! We shall overlook thy clumsiness... this time! Now, attend! There are things we must see to before thou wilt be ready to be presented to our Lunar Court! Come!"

She swept about and stalked down the length of the room toward the main doors. Belatedly, Twilight hurried to follow her, and heard Spike's feet pattering rapidly along behind her.

As she ran, she glanced over her shoulder at Celestia. She thought she saw the Princess give her a reassuring wink, but couldn't be sure. And then she had to watch where she was going to make sure she didn't trip on the carpet, and earn herself another unexpected tongue-lashing from her new teacher.

Princess Luna's way is different, she reminded herself. Just gotta roll with it! I know I can trust her!

She hoped she wouldn't find herself proven wrong.

A Fitting Request

It seemed an unusual locale to discuss the subject with her friends, yet the Carousel Boutique was where they'd all wound up gathered together, once Spike had returned from chasing around Ponyville looking for everyone.

Twilight was standing on Rarity's fitting platform in front of the mirrors, being measured with exacting completeness by the violet-maned fashionista. Twilight gasped a bit as Rarity snugged the measuring tape tightly around her barrel.

"Rarity! You measured me for a dress only last week! I haven't put on weight since then. Don't you have my sizes?"

"For a job this important, dahling, every detail must be perfect!" She came around in front and wrapped the tape around Twilight's head. Then she carefully measured the distance between her eyes.

"You gonna make her a pair o' readin' glasses, Rarity?" Applejack smirked, and set her eleven-gallon Stetson on the drafting table she was leaning against.

"Oh! I think it's marvelous," Fluttershy said softly, "being able to spend time with Princess Luna, find out more about her!"

"Like... is she really just biding her time?" said Rainbow Dash in an eerie, menacing tone. "Waiting until she's ready to pounce? To make another attempt on the throne as... NIGHTMARE MOOOOOON!"

"Rainbow!" Twilight snapped. "Not helping! You were there on Nightmare Night! We all saw how much she wants to put the past behind her, to be her old self again. This is part of that, I'm sure of it!"

She felt several pounds of fabric land on her back. Rarity was trying to choose the material for the main body, and apparently couldn't decide between at least seven different shades and thicknesses of black glossiness.

"I don't get why we can't just invite her here to Ponyville and throw her a big welcome-back-from-a-thousand-years-of-isolation-and-bad-rap party!" Pinkie Pie waved a hoof breezily. "That'd take care of EVERYTHING!"

"It's not that simple, Pinkie," Twilight said. "That's why I asked you all here. I'm going to be Princess Luna's student for a while, but I have a feeling it's going to be more than just additional lessons. This is part of her efforts to build a stronger connection with all of us. I think we should all help her in that!"

"No argument here, gal!" Applejack said. "So, what can we do?"

"I'm not sure myself yet," Twilight admitted. "I'm going to have to ask you all to be ready to make yourselves available on short notice. Because I'll need your help just as much as Luna does. One of the things she'll be teaching me about is... well, the darker side of Friendship Magic. Shadow Magic, she called it. And I have a feeling that I'm going to want the Elements of Harmony backing me up, just in case I mess up and something bad happens!"

Suddenly the lights went out. Rarity had dropped at least three different headpiece cloths over Twilight's mane to compare them, and they were covering her eyes. Twilight shook the cloth off her face. "Rarity!"

"Sorry, Twi!" Rarity replied distractedly, as she focused on pinning and chalking the cloth.

"And remember what we agreed on!" Twilight added.

"I know! I know!" Rarity sighed unhappily. "No gems, frills, or sparkles! Is gold thread permitted? You need to at least look the part, dahling!"

"Just please don't go gaga! Remember, this isn't a fashion show. This is the Lunar Court, and I'm being presented as Princess Luna's personal acolyte!"

"Acolyte?" Applejack echoed, warily. "And shadow magic? Pardon me for doubtin', hon, but don't that all sound kinda, well... evil-like?"

"Yeah! I bet it's all part of her fiendishly clever plot!" Rainbow said. "To build up a power-base and seize control!"

Twilight shook her head. "Shadow magic is not inherently evil. It's not dangerously excessive, the way dark magic is. It's like Friendship Magic... buuuut with different emphasis! Spells for defense, offense, illusion and so on, rather than healing, emotion, and utility spells. Princess Luna made that quite clear!"

"Wooooooo!" Rainbow mugged gleefully. "Are you gonna be performing weird chants and summoning dread creatures in the dead of night at a crossroads over a bubbling cauldron?" She waved her forehooves. "OoooOOOOoooo!"

"Actually I might!" Twilight said.

"Huh?"

"At the very least I'm going to be doing my lessons and studying at night, because I'm going to need to shift over to Luna's hours. And some shadow magic does involve arcana and focus items, or specific conditions or locations. But it's just another kind of magic, one that I'll need to understand in order to be well-rounded in my studies."

"Oh, will you need someone to look after the Library during the day?" Fluttershy asked. "The animals and I wouldn't mind coming by a couple days each week to help out!"

Twilight shook her head, albeit with a grateful smile. "Princess Luna has already requisitioned someone from the Canterlot Archives to look after the Library during the day. And I'll still be here mornings and evenings every couple of days, so I can check that things haven't gone to wrack and ruin. What I mostly need from you all right now is to be available, just in case. When I know more, trust me, I'll tell you!"

"All raight!" Applejack nodded, and the others did as well. "Hey, y'all said mostly... is there somethin' particular ya need right now, Twi?"

"There is... one thing, actually!"

Twilight looked around at her friends. This is going to be tricky.

"There's something I need to ask of you all, and I'm asking because you're all my friends, and it's fair that you be warned in advance. You know me, and I hope you trust me!"

"Sure we do, Twi!" Pinkie replied. "What is it?"

"I... need you to give me permission to walk your dreams."

It was one of the few times she'd ever seen Pinkie Pie that speechless. And she wasn't the only one.

Then Pinkie beamed happily. "Sounds cool! Okie dokie lokie!"

Luna's First Lesson

Twilight couldn't help yawning as she stepped down from the Chariot and onto the landing platform. Getting used to waking up in the late afternoon was harder than she'd thought, and the ride to the palace after sundown was still chilly.

Spike had already given up trying to stay awake. He snored gently on her back, supported by her magic.

She came to a halt as she realized that the guards waiting at the door were from Luna's Royal Guard. They returned her nod of greeting politely enough, yet it was difficult tearing her eyes away from the hungry look of their bared fangs.

They fell in with her and this time guided her along a different path downstairs, into a lesser-used corridor in the palace.

Rounding a final corner, they came upon Princess Luna. She was standing facing a familiar set of doors.

"The Vault!" Twilight whispered. She felt she was on familiar ground here, recalling countless lessons from Celestia in the safe confines of the gray room-but-not-a-room behind the doors. It was a heavily fortified safe-house, proof against magic from both within and without, and thus a useful space for new students practicing dangerous spells.

Luna spoke up without looking round. "Acolyte! Attend us!"

Twilight quickly trotted forward to kneel gracefully before the Princess, as Luna finally turned to look upon her.

"Better," was all Luna said. She looked to the guards. "Return to duty! You will be summoned when needed!"

The nightmares likewise knelt to her. "Yes, Mistress," they intoned. Then they rose, backed away, and finally turned and departed around the corner.

Twilight heard a gentle snore still coming from her back. "Spike!" she hissed loudly. Spike started awake, blinked sleepily, and then looked up.

Straight into Luna's stern gaze.

"Woah!" He tumbled off Twilight's back with a loud thump. Twilight grimaced.

"My apologies, Princess!"

"Thy assistant will wait here," Luna snapped. "This initial lesson requires the two of us alone!"

Spike hurriedly bowed and then scurried a safe distance away to wait.

Luna turned her head to look at the doors again. "We take it thou already knows what this is?"

"The Gateless Gate!" Twilight replied immediately.

"Very well. Open it!"

Twilight was puzzled. This had been one of her first lessons: getting into the classroom -- and it was a skill she'd long since mastered. The trick was to observe the doors in fine detail, becoming so familiar with them that they no longer commanded any attention, and hence ceased to be a barrier to entry. This also had the useful side-effect that when one needed to get out of the Vault, one could easily find the doors again.

She sat herself down in front of the doors, and looked at them. And looked. And looked some more. Minutes went by before she suddenly realized that it just wasn't working this time.

"Dost thou intend to sit there all night?" Luna asked impatiently. "Thou art an Acolyte of the Lunar Court! Thou desires entry to a room! Command it!"

Uncertain, Twilight got up, and faced the doors.

"Open!" she called.

Nothing happened. She cleared her throat and tried again.

"Uh... Open Sesame?"

Nothing.

"A little louder, Acolyte," Luna suggested dryly.

Annoyed, Twilight raised her voice as loud as she could.

"I command you to open!" She kicked one of the doors with a forehoof. "Uh... please?"

Luna sighed, rolling her eyes. "We shall have to work on this. Observe!"

She wound up, and delivered a full-throated bellow of the Canterlot Voice:

OPEN THOU THIS INSTANT, BEFORE WE REDUCE THEE TO KINDLING!

And the doors swung open, rapidly and obediently.

Luna exchanged a look with Twilight, with the merest hint of a smile. "There is a time and place for sweetness and light," she said. "And sometimes it is necessary to show that one means it!"

Then she led the way into the Vault, Twilight trotting quickly behind her. The room beyond was the familiar gray, featureless space, with no variation in shading, only the merest sensation of a floor underhoof. Twilight heard the doors swinging shut behind her.

Then Luna came about and faced her.

"Let us see what thou knows," she said coldly. DEFEND THYSELF!

And the entire space descended into pitch black darkness, suffocatingly close and still. It was like being wrapped in ink-dark cotton.

Shocked, Twilight thought hurriedly. Defensive spells... like Shining Armor's shield spell... let's see... spherical perfect form, then apply deflection magic...

A lash of blue flame spat from the darkness to her left, tumbling her head over heels. She landed heavily, but unhurt.

Shaking her head, she hurriedly managed to get a shield going. It was just in time to deflect a second bolt from the right, but the recoil again bowled her over.

She thought fast. A luminance spell, so I can see where she is? Waste of time, Luna was far too quick. Materialization? Maybe fine sand that would crunch underfoot? But Luna is an alicorn, she can just fly, right?

A bolt from directly overhead smacked her into the floor, knocking the wind out of her. Yup, right!

Then a deep blue magic field enveloped Twilight. Her hooves left the ground. She felt herself tumbling helplessly in mid-air, completely disoriented. Bolt after bolt spat at her from every side, batting her about like a ball.

Yet all coming from one source. Twilight centered on herself as Celestia had taught her to do in a situation like this, and placed the source relative to herself, carefully tracking it as she spun about. Then she reached for the only spell she knew she could work quickly enough. It was only a firefly spell, but it might just do the trick.

A flash of light, a shower of colorful sparks. There was a gasp from the darkness. Suddenly the magic field released her. She barely had time to use her own levitation skills to slow her fall, and hit the ground roughly. Then she jumped up and ran straight toward where she'd seen Luna briefly outlined in the blackness.

Luna was not there. But now Twilight had an idea. As quietly as possible, she took two steps to the right, and three back.

And then crouched perfectly still, holding her breath, eyes shut, and listening.

She heard an annoyed snort from ahead of her and to the left.

Gotcha! She readied a materialization spell, smiling to herself.

A voice whispered right in her ear.

"We can see in the dark, Acolyte! And throw our voice!"

She was seized up in Luna's magic again. This time she was slung round like a ball on a string, faster and faster. Her shield was lashed with flame, with ice, with jagged bolts of lightning. She felt too dizzy to maintain it properly -- it flickered and faded.

A wash of paralysis immediately swept over her. Unable even to struggle, she felt herself brought to a halt with sickening abruptness. A lake of blue flickering flames sprang into being below her, and she was suddenly released, dropping like a stone. Only an inch from the flames, she was brought to an equally abrupt halt. And then the flames snapped out and she dropped the remaining distance to the floor, unable to move anything but her eyes and feeling terribly sick to her stomach.

A brilliant glare of luminance magic appeared above her. She weakly looked up to see Luna standing over her in the dark.

"Passable, if severely flawed," the Princess said coldly. "Thou canst maintain discipline under fire, at least. Good try at misdirection, although lack of understanding of thy adversary's abilities meant it had little effect. And why didst thou not counterattack? Wert thou waiting for permission?"

Twilight felt herself released from the paralysis spell. She coughed roughly and hauled herself to her feet, wanting to retch. "I... haven't really had much practice with offensive spells. I felt it was better to stick to things I knew would work!"

"If thou hast need of offensive magic," Luna warned, "thou wilt not have time to stick to what thou is certain of! We must teach thee to take the offensive, be creative! The less time thou takes to act, the less thy opponent has to plan and respond!" She pursed her lips, considering. "We shall begin with the most basic offensive magics: flame, ice, shock, and paralysis. And thou wilt look up the others, and present us a list ranking them in order of strength and power requirements!"

Still catching her breath, Twilight knelt, feeling her knees wobbling. "Yes, Princess!"

When she looked up, Luna was still gazing at her, coldly and sternly.

"Hast thou a comment, Acolyte? Speak thy mind!"

"I was just... a bit surprised. My first lesson with Celestia wasn't nearly so... challenging!"

Luna expression turned somber.

"The Night is not as forgiving as the Day."

Her luminance spell flicked off, plunging the Vault into darkness once more.

Shadow Magic

"Woah!" Spike said, as he walked into the room ahead of her. "This is nice!"

"Yeah, it's... cozy." Twilight followed, looking around doubtfully.

Rather than shuttle back and forth to Ponyville every evening, she'd been assigned quarters in the palace to use as needed. For herself, Twilight had been half-hoping she might reclaim the room she'd had as a filly when taking her initial lessons with Celestia. She had fond memories of standing on the couch by the windows, looking out at the grand landscape of Equestria spread before her like a living map.

However as Luna's personal student this apparently was not suitable. Instead she'd been assigned a grand suite in Luna's section of the palace, with a connecting door to the Princess's own private quarters. It was much larger than she was used to and had extra-heavy drapes to block out the sunlight during the day. It had deep pile carpeting decorated in Luna's moon-and-stars motif, and a map of the entire night sky spread across the circular ceiling.

At least there was a bookcase. Twilight trotted over and idly examined a few of the titles, which were all related to shadow magic. Spike amused himself by bouncing on the four-poster bed.

"Hey, you gotta try this, Twi! It'll be like sleeping on a cloud!"

"I'm a unicorn, Mister, not a pegasus!"

"Aw, you know what I mean! Oh, hey, is that mine?"

He'd noticed the smaller bed set on the floor beside the main one, and hopped down to give it a prod. "Mmm... sweet! Gonna sleep well tonight! Er, I mean today. Is it still today? I keep losing track."

"I know the feeling! But let's take a tour later. Right now I need to practice."

"Aw, Twi! Didn't we do enough homework in the classroom at the Library?"

"That's just the stuff Luna assigned me to do. I want to get a jump on what we'll be covering next. Come on!"

"Oh, all right." He trotted over, and waited patiently as she set the shield spell around him. "Just go easy, huh?"

"Spike, I'm using baby-weight power! It doesn't hurt you!"

"Huh, easy for you to say! You're not the one on the firing line!"

Despite his protestations he gamely darted about, jinking and weaving, presenting a moving target for her to aim at. She worked through the list of offensive spells she'd prepared: fire, ice, shock, crystal, paralysis, disorientation. She avoided the more brutal attacks: nausea, demoralization, poison, pain, and a few even worse categories she'd had to go into the Restricted shelves to look up. For the moment she focused on accuracy and precision, also gauging whether her estimates of power drain were correct. She wanted to be certain she was ready to give Luna a good fight, if and when they had a re-match.

"Twilight?" Spike asked, when she took a break for a moment to let her magic recharge. "Why do you think the Princess wants you to learn all these attack spells?"

"Got me, Spike! My guess is she's just being thorough. I do need the practice, after all!"

"But it's not like there's anything we need all this stuff to deal with, is there?"

"Well... remember the Ursa Minor? I was just lucky I was able to use calming spells on it. And when the Diamond Dogs grabbed Rarity, and we were lucky she managed to talk them into giving her back? And battling Discord? And when your greed ran away from you and turned you into Spike-zilla?"

"Oh yeah, I'm never living that down, am I?"

"Sorry, Spike!" she said. "But that's just it! We don't know what might come at us next so it's best to be prepared. Although..." she looked thoughtful. "I do wish I knew why Luna felt it was so important!"

She levitated a book from the bookshelf and flopped it open on the carpet in front of her. "Okay, so next up would probably be defensive magic... hmm."

"What is it?" Spike trotted over to peer at the page with her.

"Interesting. Shadow magic defense is based on wards rather than shields."

"What's the difference?"

"A shield is actively maintained, so it's stronger, but also takes a constant drain of attention and power to keep it up. A ward is a one-shot spell that deflects specific kinds of attacks. It's not as strong in general and it fails pretty quickly, but it's much stronger than a shield against the specific attack it deflects. And the nice thing is you don't have to maintain it. Fire-and-forget... it lasts 'til it fails!"

She smiled. "Okay, Spike, now it's my turn to be the target! Let's find some small objects to use. Preferably something with a bit of heft."

They rummaged in the dresser drawers, the closet, and elsewhere in the room and soon had assembled a collection of items ranging from hair brushes to a small steel pony statuette, plus a cushion from a nearby divan.

"Now, when I say go, you start throwing things at me."

"Huh? Isn't that dangerous?"

"Only if I don't get my wards up in time!"

"Well... lemme start with this cushion first, just in case."

"Okay -- one sec." Peering at the page, she ran over the spell in her mind, and then readied it.

"All right, Spike. On three. One, two -- OOMPH!"

"Whoops! Sorry! You said on three, so..."

"No, no... it's okay!" She shook her head and nudged the cushion back towards him. "I need to learn to react faster anyways. Let's go again... one, two, three!"

Her horn gleamed and a physical ward, bright gold in color, sprang into the air in front of her. The cushion went straight through it and smacked her on the snout again.

"Ow."

Spike sniggered. "Sorry, but... this is kinda fun!"

"Don't get used to it, Buster!" She looked at the page again. "I should be able to apply more power to the ward, and it should at least slow the cushion before it fails. Well, practice makes perfect! Okay, let's go again."

They worked on wards for a while, just so Twilight felt she could put one up quickly enough, and they even progressed as far as the hairbrushes, though Twilight wasn't sure she was ready to block the statuette yet. And she'd have to wait to try the magic-repelling wards later with Princess Luna.

So they moved on to illusion spells. And here Twilight had even more difficulty. For a proper illusion to work it was necessary to want the illusion to exist. Which basically meant being willing to lie to yourself, to see something that was not actually there. You had to convince yourself first, and only then could you fool others.

Twilight realized she had so thoroughly schooled herself in being rational, in seeing things as they were, that she was at a real disadvantage. Nevertheless, she flipped through the pages on casting a mirror illusion, and then tried it out on Spike.

After a bit of practice, and a few false starts that were barely more than disturbing ghostly after-images, she had something that kinda sorta worked.

And suddenly there were two Spikes in the room.

"Yeegh!" Spike said. "Is that what I really look like?"

"Huh, speak for yourself!" the other Spike said. "I think I look pretty darn awesome! Yes, sir! Numero Uno Dragon, right here!" He flexed proudly.

The real Spike looked plaintively at Twilight. "Aw geez! Do you have to lay it on like that?"

Twilight had a hoof pressed to her snout. "You have to admit, Spike, you do sound like that sometimes!"

The illusory Spike waved as it faded away.

Spike looked seriously grouched. Then he suppressed a yawn. "We about done, Twi? I'm getting sleepy!"

"Just one more, Spike, I promise!" She turned to the chapter on materialization. And here she was on much more solid ground: she knew a few materialization spells already, and it turned out materialization in general required a detailed understanding of the object or substance one was trying to materialize, which was right up her bookworm alley.

She noticed a feather on the floor that had come loose from the cushion the last time it had hit her. She studied it hard, getting every detail clearly in her mind, using her knowledge of the structure and function of feathers to help cement the image in her thoughts.

And then buried Spike in a small avalanche of feathers.

"Pthah!" he said, clawing his way out. "I sleep on them, not in them ya know!"

Twilight giggled. Then she used levitation magic to collect all the feathers and plop them into a handy wastebasket. It might give the cleaning staff some funny ideas about her personal habits, but she didn't want to take the risk of trying a fire magic spell to dispose of them.

Then she yawned too, and decided she'd been diligent enough for one night... er... morning.

"Okay, Spike! Let's turn in!"

Dreamwalking

The next evening, after she presented her report on attack spells along with demonstrations of each of them on targets Luna materialized for her, Luna simply nodded.

"Quite thorough, Acolyte! We already knew of thy diligence in study, yet it is agreeable that thou dost not neglect the practical aspects of thy work. I think we can move on for now, though we will expect thee to practice offensive spells on thy own, and be prepared to demonstrate improvement!"

"So what's next?" Twilight asked eagerly. She hoped it was defensive magic. She really wanted to try out her magic-deflecting wards against live spells, even knowing Luna's magic would cut through them like damp fog.

Luna gave her an amused look.

"Dream-walking," she said simply. "Come."

Twilight blinked, astonished, and followed her out of the Vault. "You think I'm ready for that?"

"Of course not!" Luna snapped. Then she relented a bit, and gave Twilight an mildly amused look. "Neither were we, the first time it happened, and that was over a thousand years ago. We learn by doing."

They returned to Luna's quarters, which were even grander than Twilight's. Luna immediately settled herself comfortably on her bed with its crescent-moon sideboards. At Luna's imperious gesture, Twilight hesitatingly climbed up and then sat down beside her.

"This will not be like sleeping," Luna warned her. "We shall be wide awake at all times. But it is necessary for our physical selves to be somewhere safe and quiet, so we are not unduly disturbed."

"Is it dangerous if we are?"

"No. But whanging headaches are never pleasant!" Luna glanced at Twilight. "We trust thou hast informed thy friends that we may be visiting them?"

"Yes, your Highness! I made a point of asking as soon as you mentioned it. They've all given their permission!"

"Very well. Relax thyself. We shall lead thee in the spell, and thou wilt join in, binding thee to us. And do not wander off! We do not wish to come looking for thee, because we may not find thee!"

"I understand, your Highness!"

Twilight settled herself as comfortably as she could, shut her eyes, and tried to relax. She heard the soft singing hum of Luna's horn charging with magic, felt the spell settling about her. She charged her own horn, feeding power into the spell...

And without intervening movement she was suddenly standing upright. She and Luna were standing together in the midst of a star-dusted, sky-blue void, facing an endless series of doors of all shapes, sizes, and materials, no two of them alike.

"Wow!" she whispered. "Are these all someone's dream?"

"This?" Luna snorted. "This is a facade we have put up so thou dost not go stumbling about like a foal! But yes, behind each door is a dream."

She stamped her forehoof smartly. Around them, the doors suddenly whipped past, appearing from infinity in one direction, and disappearing into it in the other. Then they slowed and came to a halt.

Facing them was an arch of stone blocks enclosing a set of massive, ancient oak doors. They were huge, and looked like they had been assembled out of entire tree trunks.

"We shall begin with thy assistant."

"Spike? He was supposed to be going to the Archives to look up a few additional books for me."

Luna raised an eyebrow.

"He's fallen asleep, hasn't he?" Twilight groaned. "I'm sorry! It's just that he tires easily to begin with, and he's still not used to the night hours, and..."

Luna held up a silencing hoof, then gestured toward the door.

Twilight stepped closer to it and listened. Beyond, she could hear a massive, angry voice roaring at the top of its lungs. And the more she listened to it, the more familiar it sounded.

"... Oh yeah? You guys think you're tough! You're not so tough! I'll show you tough! BLAUGGGGHHHHH!..."

Gingerly, Twilight reached up a forehoof and tapped on the door. Even though she was sure no one inside could have heard her, the roaring suddenly ceased. There was a huge, reverberating stillness, as of something very large trying to make no noise whatsoever.

Then heavy footsteps, and the door gently creaked open. A massive purple dragon peered out timidly, its green eyes widening in surprise as it looked down and saw her.

"Twilight?" the dragon boomed.

"Spike?" Twilight replied, smiling.

"Um, yeah!" Spike reached up a claw the size of a mechanical thresher to scratch bashfully at the green spikes on his head.

"Hey! Lookin' good there, partner!"

Spike blinked, and relaxed a bit, beaming. "You really think, so, Twi?"

"I know so! I hope I get to see you like this for real some day!"

"Thanks! Uh, so... I guess this means this is all just a dream, huh?"

"'Fraid so, Spike!"

"Aw, man! Ohhh, and I was supposed to be going to the Archives, too! I'll get right on it, I promise!"

She reached up a forehoof and touched his claw. "Don't worry about it, Spike! It's not important. Finish this dream! It sounds like you're having a blast in there, and I'd never want to take that away from you!"

It was like trying to comfort a mountain range, yet Spike looked down at her hoof, then nodded and smiled, his eyes glistening. "You're the best, Twi!"

"And you're my Number One Assistant!"

"Right, uh... you're sure you don't need me to come along, and help out?"

"Nope, I'm good! Go on, get back in there, before it slips away on you!"

"Okay! Thanks, Twi!" Noticing Luna, he nodded deferentially to her. "My Lady!"

Then he swung his head round, a dangerous look in his eyes. "Okay, guys! You think I'm done with you! Think again! RAUUGGGHHHHH!"

As the door swung closed behind him, Twilight caught a softer voice calling from within:

"Oh! Yes! Get them, Spikey-Wikey! They have cast dirt and other offensive substances upon our good name!"

"Fear not, my beautiful Princess of Dragons! BLAUUUUGGGHHH!"

The door shut. Twilight smirked, then couldn't help bursting into laughter. "Oh, boy! You just know I'm not gonna let him live that one down!"

She turned to Luna, smiling.

The smile left her face.

She'd never seen Luna looking so sternly furious.

Twilight immediately knelt deeply to the Princess. "Please forgive me, your Highness. I forgot myself. It was wrong of me to even think that."

"Acolyte!" Luna said coldly, "one of the highest responsibilities of dreamwalking is to remember that dreams are private! Thou canst never let those visited feel thou would ever violate that trust! NEVER! NOT ONCE!"

Twilight remained kneeling, her head lowered. "I understand, your Highness. I made a mistake. It will not be repeated. I promise!"

She felt Luna's forehoof touch her shoulder.

"We are being hard on thee, Twilight," she said, "because the next few visits will be even harder!"

Her forehoof lifted, then stamped down hard on the ground again.

Again the doors swept past them, and finally came to a halt.

The door before them was much more modern, of fine wood with inlaid gold trim. And beyond it, Twilight thought she heard... giggling? And sighing? And...

She blushed. Uh oh.

She looked up at Luna, half-hoping the Princess would decide to move on. But Luna simply looked back at her with a carefully neutral expression.

O... kay. Taking a deep breath, she rapped gently on the door.

A gasp, then silence from within. After a long moment, the door unlatched and swung open. Rarity, wearing a silken negligee and with her face flushed and her hair decidedly askew, peered around it.

"Oh! Twilight! It's only you... its... um... not what it sounds like, uh... its just..."

Twilight put up a hoof.

"Rarity, not another a word. Not from you, and definitely not from me. I promise!"

Rarity managed to smile weakly. "Thank you, Twi!" Then her face fell. "Ohhh! So this is only a dream?" She glanced back into the room, looking like she was ready to burst into tears.

Twilight reached out to touch her shoulder. "Make it a good dream, Rarity! You're always so kind and generous to all of us. You deserve a little something for yourself!"

"I... suppose I do..." She suddenly looked up, her face brightening. "And if it's a dream, then I know just what I want! Thank you, dahling! 'Nite!"

She quickly shut the door. Through it, Twilight heard what sounded like a war cry:

"C'mere, Romeo! RRRRRAARRRRIITY IS HERE!"

This time, Twilight was careful to control her reaction. She studiously maintained a coolly neutral expression. Then she cautiously looked at Luna.

It was like staring into a mirror.

"Thanks for starting me out easy, so I was ready for that," Twilight said.

"Thou hast no idea!" was all Luna would say.

Their visit to Fluttershy's dream was even quicker, and left Twilight with a feeling of having been scarred for life, and a strong inclination to never look at a bunny costume ever again.

Rainbow Dash was in one way easier, and another way harder. She barely even noticed when Twilight trotted out onto the field above which she was flying as Captain of the Wonderbolts, battling ninja pegasi from a dark, mystic criminal organization known as P.O.N.I., to judge from the colorful logos on the armor of the enemies scattered over the turf.

Then Soarin took a direct hit while defending Dash, and plummeted to the ground, his lifeless body landing with a sickening thud. Even though Twilight could see he'd been dead long before he hit, she ran over to the body anyway.

Suddenly, she found herself grabbed, hauled around, and shaken violently.

"Why didn't you save him?" Rainbow shouted through her tears. "Why didn't you use that fancy-shmancy magic of yours to catch him, huh?" Sobbing, Rainbow knelt by Soarin's body and hugged him closely. And then she began delivering a long, heartfelt eulogy of Soarin's life and accomplishments. And the remaining ninja pegasi and Wonderbolts hovered respectfully overhead, waiting for her to finish.

"Rainbow," Twilight said cautiously. "This is only a dream!"

"Oh! Get outta here, Twi! Get out!"

"But..."

"GET OUT!"

Twilight backed away from her anger, then turned and ran, almost cannoning into Luna. For once the Princess didn't seem inclined to linger either, and they left quickly.

Another stamp of Luna's hoof. Another door. And Twilight had a feeling she knew exactly which one it was. She'd seen it often enough -- from the outside.

Cautiously, she turned the handle and pulled it open. And looked out onto the front porch of the farmhouse at Sweet Apple Acres. Applejack was seated on the front stoop, her hat laying on the ground a few yards away as if it had been hurled there. Applejack's face was buried in her forehooves, her shoulders shook, and her sobs had the dry, gasping quality of the tail end of a very long cry.

Not knowing what to say, Twilight trotted over and sat down beside her, then put a forehoof around her. For a long time, she just held her close.

"She's gone, Twi!" Applejack finally said, in a small voice. "Granny Smith's gone! An' Big Mac took it real hard an' he's run off somewhere. An' the Rich's are comin' for the deed tomorrow, an' the Child Services folks are gonna take Apple Bloom away from me, an..."

She looked up, frightened. "I really thought I could make a go of it, Twi! Just live here all my life! I didn't want no more! And now it's all comin' apart at the seams!"

"I know, Applejack!" Twilight met her gaze. "I see how much it hurts. And I'm right here and I'm not going anywhere until we figure this out! We'll get Rainbow and Fluttershy and Dash and Pinkie and Rarity, and we'll go find Big Mac, and help you keep this place going! And if I have to go to the Princess myself to get the bank and Child Services off your back, I will! Celestia would never let this happen to you, never! Not to the Apples! She knows how much this family means to Ponyville!"

Applejack smiled weakly. "What would I do without y'all, Twi? You cain't hardly know. You just cain't!"

Twilight ruffled her hair. "Go get your hat! What's A.J. without her hat, huh?"

Applejack snuffled, wiped her face with a forehoof, and then hauled herself up and went to scoop up her hat. With a bit of her old flair, she flipped it up and caught it on her head.

"Know what I'm goin'ta do?"

"I don't know. What?"

"I'm goin' out there and buck every single tree from here to Canterlot, if that's what it takes to keep this place a'goin'!"

"We're all with you, A.J.! Make it happen!"

"Yee-haw!" Applejack reared, and then turned and raced for the orchards.

Twilight waited until she was out of sight. Then she got up and went back to the door. As she stepped back off the porch Luna actually smiled. "You didn't mention this was a dream."

"Eh," Twilight shrugged. "It never came up."

The next door that came up in their journey was brilliant pink. Luna produced two pairs of sunglasses, and passed one to Twilight.

"Thou mayest want these," she said dryly, putting hers on.

Twilight put the glasses on as well. Then she carefully cracked the door open a hair. A blast of techo-pop music and flickering technicolor light and the smothering aroma of baked goods and peppermint candy assailed her senses. She quickly shut the door, and exchanged a glance with Luna.

"The Pinkie pony's dreams should be classified as... a hazmat zone, we believe it is called?" Luna asked carefully.

Since they had visited all her friends Twilight assumed that was the end of the tour. Yet Luna had a couple more stops in store for her.

The first was a tall, thin door with a child's drawing of a muffin tacked up on it. Luna took the lead this time, gently turning the handle and glancing inside, and then opening the door wider so Twilight could enter ahead of her.

Twilight saw a featureless room with flat white walls. And close at hand, she saw Derpy Doo, the gray pegasus mailmare, lying asleep on a bed and cuddling her daughter Dinky. A book lay on the floor where it had fallen. And as they approached, Dinky looked up at them and smiled.

"Hi, Princess Luna!"

"Hallo to thee, young lady!" Luna replied, in an unusually gentle tone. "Hast thy mother fallen asleep reading with thee again?"

"Yep!" Dinky beamed at Twilight. "Hi, Twi! Can you walk in ponies' dreams too?"

Twilight glanced at Luna. "For tonight I can. It's been... an adventure!"

"Cool! You wanna read with me until Mommy wakes up?"

"Shhh," Luna said. "Do not wake her, dear one. And thou should be resting as well, that's what sleep is for! Rest now, and keep thy mother safe and happy for us. Willst thou do that?"

"Okay, Princess!" Dinky leaned against her mother's blond mane and shut her eyes happily.

Twilight had a puzzled look. "Princess, if this is Derpy's dream, how can she be asleep in it?"

"Because this is what she desires most for herself and her daughter, for them to be safe and comfortable together."

"But if she's asleep in her dream... how does that work? Shouldn't we be in that dream? Shouldn't we see her awake?"

"Look behind thee."

Twilight turned and just about fell over in shock. It was like being between two mirrors: an endless corridor of nested rooms within rooms, seemingly without end.

"This mare has unexpected depths," Luna observed. "Yet it does not bother her. She is able to simply accept what she sees, without question or concern."

"Is that what it looks like? An infinite recursion of dreams?"

Luna nodded. "The first time we visited her dreams, she asked us what this was and we told her exactly that."

"And?"

"And she said 'I thought so'. And has not asked again."

They left Derpy and Dinky slumbering peacefully, on the shores of infinite recursion.

Their final stop was not a door, but a doorway. It was a broken-linteled arch leading out onto a broad field under a night-dark sky.

The field was covered in tombstones.

Luna trotted forward, seemingly unconcerned, whilst Twilight stared about her in horror. There were names on the stones, names she recognized. Everyone in Ponyville, it seemed, and some names she recognized from Canterlot. And from further beyond.

In the distance she saw a tall, white form standing over a grave, head lowered. When they got closer, Twilight suddenly found her way blocked by Luna's forehoof. "Sister," Luna called gently. "Is now a good time?"

Celestia simply nodded her head. Her regalia was missing. Her mane was bedraggled, her coat streaked with ash and smeared with mud.

They came forward, and Twilight saw the name on the stone. It was her own.

"Princess!" she called gently. "I'm here! I'm alive!"

Celestia nodded again. "And we are glad of that, Twilight!" The Princess stood with her head lowered for a moment more, and then turned to face them. "We thought it would be useful for you to see one of my dreams. I chose this one."

"But why? Isn't this a nightmare?"

"Not quite. It is a memory -- or a portent if you like. You know how old I am, Twilight, and how many friends I have outlived. How many graves I've stood over, and then had to turn away and get on with keeping things going. I come here to spend some time with old friends, for whom I am not always able to do so in real life!"

"But why is my grave here, too? And all my friends!"

"As a reminder, I think," Celestia replied. "To cherish what I have." She stretched out a forehoof and drew Twilight into a warm neck-hug. And when Twilight stepped back Celestia was restored to pristine glory, her regalia in place, her mane shimmering about her.

"I wake every morn with a glad heart, thanks to you and your friends, Twilight!"

"I'm glad we can help!" Twilight said, smiling.

"We should move on, Acolyte," Luna whispered to her, "and allow our Sister her rest."

"See you in the morning, Twilight!" Celestia said. "Tell you what, we'll split a jam-roll! That is... if you're still crazy about them!"

"I haven't had one in years. And it sounds great! See you then!"

Luna paused, looking at Celestia. "Sister, wilt thou be alright?"

"I am already!"

With an abruptness that was shocking Twilight found herself sitting on Luna's bed again. She also had a terrible cramp in a back leg, which took some time to work out before she could stand properly.

Luna also took a moment to stretch her limbs. "Thou didst quite well, for a first time," she said. "Later I will take thee along to the dreams of ponies thou dost not know so well. Those are far more challenging!"

"I'd very much like that, your Highness!" Twilight bowed.

"Acolyte," Luna replied, with a nod of her head.

The Lunar Court

After a few more practice sessions in the Vault, and some lessons in general decorum and etiquette, Princess Luna finally deemed Twilight sufficiently ready to present to her Court.

To Twilight's surprise she was directed to wake early and present herself at Princess Celestia's Solar Court, without the cloak she'd asked Rarity to prepare, an hour before the Sun-Lowering Ceremony.

When she arrived at the doors of the Audience Chamber the guards immediately bowed her in. She trotted up the red carpet, past the crowds of onlookers and the line of waiting petitioners, toward the open area before the golden Sun Throne. Princess Celestia was in her usual place on the throne, with Princess Luna seated to her right and looking on as the Princess of the Day dispensed advice and justice for those few cases that needed to be brought to her personal attention.

Twilight wasn't sure whether Celestia's rule or Luna's rule about kneeling applied here. Just to be safe she knelt carefully before the throne.

"Acolyte Twilight Sparkle!" Celestia said formally, yet with the usual friendly twinkle in her eye. "We welcome you to our Solar Court. Pray take a seat, and observe the proceedings!"

One of the clerks gathered around the base of the throne gestured to a soft cushion that had been placed on one of the throne's lower platforms. Twilight settled herself on it and watched. Item after item came up, all of them for Princess Celestia's attention. It seemed that none of those present had a request for Princess Luna, who sat stolidly and patiently as the session wound to its close. Although Twilight was gradually becoming used to night-shift hours, she found her eyes sliding shut from boredom, and wished she had brought along a book to read.

Eventually the Chamberlain announced the close of business for the Day Court. Celestia and Luna rose and stretched their stiff limbs. Then Celestia led the way down the ramp to the main floor, where a small honor detachment stood ready.

As Luna followed, she glanced briefly at Twilight. "Acolyte, attend us!" she called abruptly.

Twilight jumped up, and quickly trotted after the Princesses.

They proceeded from the Audience Chamber and upstairs, to the projecting platform on which the Lowering and Raising Ceremony was usually performed.

The two Princesses took up station near the balcony's edge. Celestia began the Ceremony, spreading her wings and igniting her horn in a blaze of magic that spread about her like the rays of the Sun. She rose into the air majestically, forehooves lofted as if to take hold of the Sun itself. Then she gently brought her forehooves down. The glow of power around her faded from brilliant yellow to orange, then dusky red, and finally extinguished, just as the last edge of the Sun disappeared below the horizon.

But Celestia did not yet settle to the ground. She turned in the air and waited as Luna spread her own wings and rose into the cooling air, her horn softly gleaming with the cool white light of the Moon on a cold winter's night. She lifted her forehooves to meet Celestia's, carefully, as if receiving a precious gift.

Then she rose into the air, forehooves lofting higher and higher, the glow from her horn increasing in intensity, until it blazed with the brilliance of the full Moon, which had lifted into the sky and now dominated the heavens. With one last toss of her head as if it was nothing at all, Luna cast the Stars across the vastness of space. They all settled in place twinkling, not a single constellation out of alignment.

Both Princesses settled back onto their hooves on the balcony tiles, their wings folding and the magic dissipating from their horns as they turned to look at Twilight.

Who was standing frozen in wonder, a bedazzled smile on her face, her eyes brimming with tears. Belatedly, she realized they were looking at her, and got her emotions under control again, wiping her eyes in embarrassment.

Celestia glanced at Luna, then laughed. "Normally, we only go to that much trouble during the Summer and Winter Solstice. But I felt it was only fitting to put on a bit of a show for your benefit, Twilight! Now, before I turn in for the night, let's have a cup of tea together. I want to hear all about how you're doing!"

"As do we, Twilight!" Luna said, in an uncommonly mild and uncertain tone, very unlike her stern teaching voice.

The dining table in Princess Celestia's quarters was already set. For Celestia this was supper, but there was also a pot of tea and a pile of scones for buttering. The two Princesses settled themselves comfortably with Twilight between them, and Celestia poured out. Once they were all served, she nodded to Twilight with an encouraging smile.

"So, Twilight! How are you doing?"

Twilight glanced at Luna, not sure what to say.

Reading her discomfort, Luna nodded supportively. "We too would like to know, Twilight," she said. "This is a learning experience for us as much as for thee. We wish greatly for thy frankest appraisal of our methods!"

"Well..." Twilight tried to figure out how to put it diplomatically. "It's certainly a lot harder than I'm used to! But actually, I think that's a good thing. It's kind of... like advanced studies for me. I feel I'm really pushing myself in a way I haven't done in a while." She nodded, realizing her feelings even as she spoke them. "Yeah, and that feels really good! I also like that you don't let me slack an inch in my lessons. You demand perfection, and that gives me reason to seek it myself!"

Luna looked troubled. "Twilight, we consider thee a very close friend. We would not readily do anything to jeopardize that friendship. Yet we wish thee to feel that we do not... play favorites? Do we have that right, Sister?"

"Oh, don't worry about that!" Twilight said. "You don't make me feel that way at all!" She realized how that sounded. "Uh, I mean... I understand what you're trying to do, and I appreciate it! Really! You give me confidence to try stuff I wouldn't have thought I could do!" Looking around, she noticed the two flickering tapers, one white and one blue, that provided light for the table. "Like this..."

Concentrating, she thought about carbon dioxide, its chemical weight and properties. About a ball of it, formed around each of the two candle flames. She let loose a mere spark of materialization spell from her horn...

The candle flames snuffed out, as if they'd been switched off.

Then, feeling nervous, she allowed the merest hint of a flame spell to cross her mind, and flicked the magic in her horn -- very gently.

The candles re-lit, first the left then the right, the flames dancing merrily as she gratefully allowed the tension in her gut to relax.

Celestia blinked, astonished. "Well done, Twilight!"

"Yes..." Luna said, a little stiffly. "Very well handled, Acolyte!"

"I see you have an excellent teacher!" Celestia smiled at Luna.

"And we a gifted pupil," Luna replied, a touch of aloofness creeping back into her voice.

"Well, let's finish our tea! And then Luna will take you down to the Lunar Court."

Twilight looked puzzled. "But I thought... wasn't that...?"

Celestia shook her head. "Luna will often join me for the latter hour of my Solar Court, as a courtesy to any of our subjects who wish to speak to her and cannot stay up late. And it's also a way of getting up to speed on things before she takes over. Then she convenes her Lunar Court proper. We wished you to have the full experience of Luna's 'day', so to speak."

"The time at the Day Court can sometimes be tedious," Luna remarked. "But we feel it important to be seen and be available to our subjects here in Canterlot."

"It's certainly nothing like the Lunar Court!" Celestia's smile became tinged with mischief. "I'm sure you'll find it... interesting, Twilight!"

She said no more, and Twilight began to wonder just what she was in for.

She and Luna returned to Luna's wing and Twilight went to her room to fetch her robe. She found Spike waiting for her, dressed up in a small robe of his own. He abashedly scratched the spines on his head. "I kinda... sorta... asked Rarity if she'd mind doing one for me too. Just in case you needed me with you!"

Twilight wasn't listening. She'd flung on her own robe hurriedly and then glanced in the mirror to make sure it was on straight.

And stood frozen, staring at herself.

Rarity had done her homework. Every line of the robe was perfect: it spoke of darkness and mystery and great power. Gold and silver thread swirled in magic sigils along every border, and the lack of other adornment only added to the mystique.

Hesitantly, she used her magic to flip the hood up. And her face simply vanished within its depths. It was like she was staring into a berobed shadow... dark, silent, and malevolent, with who knew what intent.

Shivering, she flipped the hood down, relieved to see her own, familiar face again.

She found Spike standing next to her, still looking up at her hopefully. "I'm not sure, Spike," she said.

Then she suddenly didn't want to be alone. "... but I guess we can always ask."

When they rejoined Luna, the Princess raised an eyebrow at the request, but nodded. "Thy assistant may accompany thee. But when we summon thee forth it shall be thee alone!"

With Luna were two of her nightmare guards. "These are Nacht and Skaad, head of my Royal Guard," Luna said. The nightmares bowed their heads as they were named. Twilight recognized them as the ones who generally came to collect her with the Chariot. "Nacht will escort thee," Luna said. "Skaad, with us!"

With the guards accompanying them fore and aft, they passed down the corridor, turned a corner, and came to what appeared to be a dead end, facing a dark tunnel-like opening and a sudden drop-off. And then a section of floor beneath them shook loose from the rest and began to slowly descend forwards, diving into the darkness and sinking ever deeper into it. As the darkness settled on them, Luna's horn flared with luminance, yet it only made the contrast between their platform and the endless dark more prominent.

Behind them Twilight heard a crash. She saw that heavy partition doors had slammed shut, cutting off the light from the corridor above. Several more times she heard doors shutting behind them, as they seemed to dive deep through the interior of the mountain.

Finally, she saw a light below, which gradually expanded as they approached it. Their platform descended into place at the bottom of the shaft. Ahead was a narrow tunnel of rough-hewn stone that ran left to right, with flagged flooring and guttering torches for lighting.

Luna confidently strode forward, then turned left. A lengthy walk along the tunnel brought them around a bend to a set of heavy doors. These opened into an even broader corridor, which disappeared into vast shadows on the left, and to the right ended at a set of massive oaken doors, many times taller than they were wide.

Two more nightmare guards were standing watch, one to either side of the doorway. And as she approached the doors, Twilight could hear a rising raucous growling, snarling, and bellowing coming from the space beyond. Spike anxiously huddled closer to her, and Twilight herself wasn't certain she wanted to find out what was on the other side.

Luna led them straight up to the doors, then indicated the open area before them. "Thou will wait here. Skaad, attend us!" She turned away with Skaad smoothly moving to join her, and they both departed through another smaller door in the left-hand wall of the corridor.

Twilight waited nervously.

Then at a signal Twilight couldn't see, the doors before her slowly swung open with a creaking of hinges and heavy scraping of wood on the flagstones. And if the noise emerging from within had been loud before, it became deafening now.

Twilight suddenly didn't mind the obscuring darkness of her hood. She gratefully flipped it up with her magic. Looking up at Nacht, she saw the guard nodding his head toward the door. Gulping a deep breath of air, Twilight cautiously stepped inside with Spike and the guard walking close beside her.

Beyond was a vast cavern, either natural or hewn out of the stone of the mountain's base. It rose to unguessable heights, hidden in shadows. The floor was rough-hewn rock, and down the middle of it ran a broad stretch of night-blue carpeting. And on either side of the carpeting was a vast throng of horrors that made Nacht and Skaad seem staid and ordinary by comparison.

Twilight's encyclopedic mind, already mildly shellshocked by the roaring and thundering that filled the hall, meticulously ticked off the few races she could identify: she saw diamond dogs, gargoyles, a roc, a large bipedal creature with shaggy white fur, several dragons of varying ages and dispositions, a stone goliath, and to her shock even a cockatrice and a basilisk, which sat side by side furiously avoiding each other's gaze. And there were dozens of pony races she had never seen before, outside of old texts in her library: tiny minis, dark-coated aristocratic Morirohin, dragon-headed Longma, kelpies splashing about in a large wooden cistern, hyracotherium chittering insanely to themselves, and many more besides.

Far ahead down the length of the cavern, the carpet split and led to either side of a huge, roaring bonfire. Beyond that, it came together again and rose up to a broad stone dais, which was lit by flaming torches on all sides and surrounded by a phalanx of nightmare guards in multiple rows.

There were more of the guards stationed to either side of the carpet, all along the hall. And Twilight noticed that while the creatures yelling and shouting throughout the hall had no compunctions against cuffing and jostling each other, they unilaterally gave the guards a wide berth. She saw a guard lift up on its wings to stare down a particularly raucous teen-aged dragon. In the face of the nightmare's unblinking golden eyes the dragon hastily ducked its head and quieted down.

The doors behind Twilight swung closed with a loud thump.

At almost the same moment, an immense metallic crash rang out through the hall, like a giant hammer falling onto an equally large anvil. The noise level immediately dropped to near silence. The noise sounded again, and then a third time.

From distant heights above a column of blinding moon-white light speared down and stabbed the dais. And into the light stepped Princess Luna, wearing a cloak of her own. And if Twilight had thought her own robe menacing, Luna's presented an image of sheer sorcery. It shone with depthless night and stars, complementing her mane, and had a rakish cut that suggested much and threatened more.

Luna's eyes blazed with her power. She reared high, and her cry boomed through the hall, the Royal Canterlot Voice in its full symphonic glory:

CITIZENS OF EQUESTRIA! THY PRINCESS OF THE NIGHT HAS ARRIVED!

A flash of lightning and a crack of thunder filled the hall. And a cheer rose up from the multitude of creatures, accompanied by a drumbeat of hooves from the guards around the dais and from all the pony races in the hall. Luna stood calmly, gazing about her audience, appearing to drink in the adulation with proud satisfaction. She waited for the noise level to settle somewhat, then went on in the same booming tone.

BEFORE WE CONVENE OUR LUNAR COURT, WE ARE PLEASED TO MAKE AN ANNOUNCEMENT!

Nacht was already nodding for Twilight to advance, and she took the hint. As she began trotting along the carpet, she glanced back and noticed that the guard had put out a hoof to hold back Spike. Then the two of them followed Twilight, at a discreet distance.

WE ARE PLEASED TO WELCOME TO OUR LUNAR COURT ONE WHO SEEKS OUR LEARNING AND EXPERIENCE. ONE WHO DARES ASK OF US THAT WE GUIDE HER HOOVES ON THE PATH OF THE NIGHT! ONE WHOSE NAME SHALL INSPIRE OUR CITIZENS, AND PROVOKE DREAD IN THE MINDS OF EQUESTRIA'S FOES!

Twilight had reached the bonfire, and steadily made her way around it, feeling all eyes upon her. As she rounded the turn and came to the stretch of carpet leading up to the dais, Luna addressed her directly.

STEP FORWARD, PETITIONER! MAKE THY OBEISANCE, AND SPEAK THY WILL!

Twilight steadily advanced toward the base of the dais. She came to a halt, and knelt low. Clearing her throat, she readied the spell Luna had drummed into her the evening before.

Rising up, she faced the Princess of the Night.

And responded in the Royal Canterlot Voice:

WE SEEK TO BE THY STUDENT!

She paused, coughing quietly and painfully to herself. Ow. This hurts! She'd have to keep it short and sweet. Taking a breath, she plunged on.

TO LEARN OF THE WAYS OF THE NIGHT, AND OF ITS CITIZENRY!

Another pause, as she realized her voice was wavering and creaking. Really wish I had some throat drops right about now! She soldiered on one last time.

FOR THE BETTERMENT OF OUR UNDERSTANDING, AND FOR ALL EQUESTRIA!

Her tortured vocal chords finally gave out completely. Thankfully, that seemed to be sufficient. The crowd around her roared in response and the ponies stamped their hooves in applause.

Luna allowed the roaring to continue for a long moment, then stamped her own forehoof, producing the ringing metal-on-metal clash that had sounded earlier. She repeated it, and then again a third time. And then she raised a forehoof towards Twilight.

STEP FORWARD AND BE WELCOME!

Twilight advanced carefully up the carpeted ramp, not wanting to blow the moment by tripping over her own robe. She reached out a forehoof to take hold of Luna's and made a show of bowing over it.

Luna nodded minutely to the carpet at her side, and Twilight came round to stand beside her.

WE ARE PLEASED BY THY PETITION, AND PLEASED TO WELCOME THEE! WE THEREFORE PRESENT TO OUR LUNAR COURT... OUR NEW ACOLYTE... TWILIGHT SPARKLE!

She raised her forehoof one further time, and brought it down upon a heavily-dented circle of metal embedded in the stone of the dais. From this range the crash of her armored shoe on the metal disk left Twilight's ears ringing.

And at the same moment, Twilight's hood was flicked back by Luna's magic, revealing Twilight's shocked expression.

The crowd roared again in response. Looking out over the crowd, Twilight saw that all eyes of the multitude were upon her, cheering, shrieking, and chittering madly. It took palpable force of will to stand tall and proud by Luna's side and not turn around and run for the exit, even assuming she could find one.

She glanced down toward the carpet in front of the bonfire, and saw Nacht and Spike standing backlit by the blaze. Spike was holding up a berobed fist and punching the air proudly. Despite her stage fright, Twilight smiled at her assistant's gleeful team spirit.

Luna called out one final time:

LET OUR LUNAR COURT... COMMENCE!

There was one final raucous cheer from the crowd.

And from then on, it all became surprisingly staid and bureaucratic.

Where Nightmares Come From

When the last of the evening's petitioners had made their requests and received judgment, Luna stamped her hoof three times and loudly proclaimed the close of her Lunar Court for that evening. The assembled horde gradually filed out of the chamber and into the broad corridor outside.

When the last of them had left and the Night Guard had shut and barred the entry doors, Princess Luna finally relaxed. She sat down heavily. Then she lay down on the stone of the dais, looking utterly spent. "We are delighted that is over!" she said in her normal speaking voice, looking up at Twilight. "We are not as young as we used to be!"

Spike, seated next to Twilight, spoke up. "But you're... immortal, right?"

"That only makes it worse." Shrugging herself back to her hooves, she addressed the assembled guards.
"Excellently handled, everyone!" she said, nodding to them. "We are grateful to thee for thy diligence and loyalty! Resume thy normal duties!"

Nacht and Skaad, standing before the dais, bowed respectfully. "We live to serve, Mistress of Nightmares!"

"Mistress of Nightmares!" the assembled guards echoed as one.

"Company!" Nacht called out, "Dismissed!" The guards gradually filtered out of the room through side tunnels, heading for their assigned tasks.

Twilight, seeing that they finally had a moment to themselves, gestured to the emptying hall. "If I might ask, Princess... all these races and species here tonight... well, I mean... this is the Lunar Court?"

"Are they not denizens and citizens of Equestria?" Luna replied, tartly but with understanding. "Deserve they not the right of petition, to stand before their sovereign and state their needs?"

"I had no idea!" Twilight said, amazed.

"It would be difficult for them to simply walk the streets of Canterlot in the day, certainly," Luna said. "So our Court is held here, in a hall accessible by a cave mouth on the far side of Canterlot Mountain from the city itself. As thee can see, it is securely protected from any attempt on the city, and patrolled by the Royal Night Guard, who keep order here. Hence there is little risk. Yet it can be inordinately tiring, at times, having to keep up appearances like this!"

"Uhhh... if I may ask...?" Twilight began uncertainly.

"Why the pomp and circumstance?" Luna replied.

"Yeah. It seems a bit, well... overblown!"

"Thou sees the races that attend the Court of the Night! Their lives are not easy. They are not readily open to the comfort and friendship that we take for granted in Canterlot and its neighboring cities. They respect power and authority, and a strong voice to rule over them. We give them what they look for in order to draw them together, here in our Court, even as we put in place plans to reshape it along the kinder and gentler lines that our Sister favors!"

"Sounds like a tough job! Doesn't seem like they'd be open to that."

"It will take time," Luna agreed. "But we have great hopes of making progress soon!"

A cough from below the dais brought their attention to Nacht, who stood facing them. Behind him were a pair of nightmares, who despite their armor, fangs, and gleaming eyes nevertheless managed to look nervously excited. Between them was a young nightmare filly, peering up wide-eyed at Luna and Twilight.

Despite herself, Twilight couldn't help smiling. Put her in a hang-glider, and she could join Scootaloo and the other Crusaders for an adventure!

Then Twilight remembered where she was, and who she was, and settled her face in a carefully neutral expression, matching Luna's.

"Mistress!" Nacht called up, "If we may ask for thy Blessing?"

"Certainly!" Luna rose to her feet. "This is one duty we never tire of!" She nodded her head to the right. "That black urn, Acolyte... fetch it, if thou wouldst!"

As Twilight moved to grab the heavy urn in her magic and bring it over, Luna motioned for the couple and their child to come forward. They ascended to the level of the dais, and then knelt respectfully.

"Rise, and be welcome, friends!" she told them. She looked down at the filly. "What is thy name, small one?"

"Moarn, Mistress!" the filly replied, timidly, in a gravelly voice.

"Art thou prepared, Moarn, to take thy place in our Royal Guard?"

"Yes, Mistress!"

"Be welcome, then! And receive our Blessing!" Luna glanced around, making a show of annoyance. "Where is our assistant!"

"Oh, right here! Uh, Mistress!" Spike hurried over. At a gesture from Luna he took hold of the scrollwork of her right shoe and helped her slip her forehoof out of it. At a nod from Luna, Twilight lifted the top of the urn, revealing a fine gray powder.

Luna lifted her bared hoof. A glow blazed from its surface. Seeing the filly shying from its brilliance, she paused.

"Dost thou trust us, young one?"

"Yes, Mistress!"

"Then trust us when we say this will not hurt thee!"

Timidly, the filly turned to present her bare gray flank. Luna gently dipped her gleaming hoof in the urn, coating its surface with powder. Reaching out she gently pressed her hoof to the filly's flank. When she drew it back, a smooth circle of lighter gray remained, like a full moon.

"From dust thou comest, to dust thou returnest. Be welcome, faithful defender of the Mistress of Night, Moon, and Stars!"

Then she repeated the ceremony with the filly's other flank. Finally, Luna held her hoof over the urn and doused her magic, allowing the remaining dust grains to fall back into it.

The filly was overjoyed. She spun in a circle, admiring the marks on her flanks. Then she caught her parents' gaze, and hurriedly joined them in kneeling to Luna once more. "We thank thee, Mistress!" the nightmares intoned.

"Thou art more than welcome! As thou wert!"

The three of them backed away, escorted by Nacht, and then turned and hurried off.

Luna glanced at Twilight, who was just returning from putting the urn back, while Spike helped Luna don her shoe again. "Thou hast a question, Acolyte?"

"Those aren't... cutie marks, are they?"

Luna shook her head. "Merely lunar dust, plus a small amount of magic to hold it in place until she can show all her friends and they know she has received the Blessing. The ceremony is what is important. The nightmares can't help but look forward to it. They are made to serve us, and we would never deny their fondest wish!"

"Made... to serve you?"

Luna looked troubled. "It is not easy for us to speak of. When Nightmare Moon -- no, when we -- sought a guard for ourself, we did not trust those who came to us offering their service in return for power or glory. So she -- or rather, I, reached into our own worst nightmares, found a creature of blackest night, vengefully strong and fiercely loyal to its own... and brought it into the real world, gave it substance and life.

"Those were the first of the nightmares: Nacht and Skaad, whom thou hast met. They were followed by others, a small army. They are our creations, so when we were banished, they were locked away with us. And as we have returned, so have they."

"And they're able to have children of their own?"

Luna's expression turned sour, angry. "No. They do not even know how. They are figments of our imaginings, shadows. Incomplete! And it is because Nightmare... because we did not wish any distractions from their duty. So we must aid them, when they wish to increase their numbers!"

"Um... how?"

"Thou wouldst like to see?" Luna rounded on Twilight, her expression set and cold. "Thou wouldst like to know the depths of our depravity?"

"I... I just wondered, your Highness!"

"Nacht! Skaad! To us!"

Looking round at the sound of their names, the guards turned and stormed up the ramp to stand by her side.
Luna brought her head down. Her horn blazed.

"Walk with us, Acolyte!"

And this time there was no resisting the spell.

Twilight shook her head. The suddenness of the change in locale was startling.

In place of the chill, dry air of the cavern she was in a dark, muggy forest, near a trickling stream that fed into a moonlit pool. Nearby was a small wooden guardhouse with a peaked roof and a domed upper room. And dimly visible beyond through the gloom and fog was a small city of tall, oddly-shaped buildings and towers. Their windows shone softly with the emberlight of torches and cookfires.

The front door of the guardhouse swung open, a nightmare peered out. Spotting Luna, he hurried down the steps to prostrate himself before her.

"Mistress," he whispered. "My apologies. We did not anticipate thy arrival! All is not in readiness for the selection!"

"Be at ease, good Tasjen! The time is not yet. We merely wished to allow our Acolyte to view thy fine city!"

"Of course, Mistress! Be welcome!" He prostrated again.

Luna stalked past him, forcing Twilight to hurry to keep up. Behind her, the guards trotted along, gazing about watchfully.

They walked up a long path through the forest toward an archway several stories high. Beyond it they passed into narrow, winding streets between the towers. The air above was criss-crossed by bridges, and lit by doorways that opened straight on to several-story drops. But of course, Twilight reminded herself, to winged ponies, doors like that would be perfectly normal.

And everywhere they went nightmares gazed watchfully at them, from houses and shop-fronts and windows overhead, as Luna strolled regally through their city. The nightmares' faces were expressionless as always, yet Twilight felt uncomfortable with how intensely they stared at Luna as she passed.

They arrived at what seemed to be the town square, with a high-peaked chapel to one side and a broad-faced governmental building opposite it, and in between a grand gothic palace with soaring spires.

And in the center of the square was a fenced-in area, like a large animal pen.

"We remember..." Luna sighed. "We remember coming here, demanding tribute! Children taken from their parents, to be adopted by the nightmares we had already brought to the outside world. We... as Nightmare Moon, the Mistress of Nightmares... made this place serve our need for an army!

"And when we returned from the Moon, no longer the Nightmare, this place still remained." She lowered her head sorrowfully. "We could not simply destroy it. We could not abandon the nightmares; we created them! So we have maintained this dream, kept it alive, and tried to make amends for our actions. And if ever we do have need of additional guards, we have decreed it shall only be by families, and then only by their willing choice!"

Nacht and Skaad, clearly distressed by Luna's sadness, edged closer. Their gleaming eyes beseeched her for orders, for something they could do.

"Thou..." she whispered softly to them. "Who have been with us the longest, wish thou to return home? To remain here, and fade back into the dream from which thou arose? Know that if thou ever willed it, we would willingly give thee up to thy freedom!"

The guards looked at each other, seemingly puzzled. "Our home is with thee, Mistress of Nightmares! We would never abandon thee!"

She smiled sadly. "Alas, we have done our work too well! Very well, then! Remain with us, and we shall never abandon thee, our faithful guards!"

Relieved, they moved to stand to either side of her.

Luna looked to Twilight. "Hast thou seen enough, Acolyte?"

Twilight took a long moment to look around at the fog-swathed city which, for all its grandeur and apparent solidity, was but a figment of her teacher's dreams.

"I think so," she finally said.

"Then we shall return. And when thou lookst upon our Royal Guard, remember this place... and from whence they came!"

Author's Note

Before you ask, I am totally in awe of the impressively detailed fan-canon that has been built up concerning Princess Luna's Royal Guard, a.k.a. the Thestrals, Noctral, Vesperquines, bat ponies, etc. Since that's not the focus of this story, there is no way I could properly do justice to all of that here. I decided instead to take a shot at something hopefully original as an origin/backstory for the Royal Guard of the Lunar Court. Let me know what you think in the comments!

A Summoning of Shadow Elements

COFFEE, BLACK!

Twilight put her hoof to her mouth, horrified. She stared across the Sugarcube Corner countertop at Mrs. Cake's wide-eyed expression.

"Oh! I'm so sorry, Mrs. Cake!" Twilight said. "It's... the Royal Canterlot Voice. I keep forgetting I have it switched on!"

"Y-y-yeah!" Spike shivered nervously on her back. "T-t-tell me about it!"

"Oh! That's... quite all right, my dear! I think I'll just... go have a quiet sit-down for a moment!" Mrs. Cake tottered away uneasily.

Collecting the mug and plate of buttered scones Mrs. Cake had already put out for her, Twilight put a few extra bits on the counter by way of apology, then retreated to the table by the window, avoiding the stares of the other ponies in the store.

Before she shrugged out of her carryall and sat down, she drew a heavy tome from the left pocket of the carryall and dropped it on the table beside her.

She eyed it warily. None of the books in her Library needed straps and a padlock to keep them shut.

"Hey, Twi!" Pinkie Pie bounded over to the table and plunked down beside her. "How ya doin? I thought I heard your voice!"

Twilight winced. "How far away were you?"

"Oh, Manehattan! No wait, was it Van Hoover? One of those!" She beamed.

"Ugghhhh!" Twilight's forehead gently smacked the tabletop. "Now I know how Luna felt on Nightmare Night! I've been assisting her so often at the Lunar Court it's hard to remember to break out of character when I come back here! Plus I still haven't entirely gotten used to the nighttime hours, so I keep waking up too early in the afternoon and end up overtired! And now there's this!"

She whacked the book with a hoof -- but gently, in case it exploded.

"An' what's that?" Applejack said, walking in. She came over to join them.

"Oh, just one of the darkest tomes in the entire Canterlot Archives!" Twilight rolled her eyes. "How to Curse Entire Continents in Six Easy Lessons! Kidding!" she added, seeing Applejack's shocked look. "Though it's not far from the truth!"

"And... that there's part of your lesson plan?"

"Yep! The Princess wants me studying the darker magics so I'll be able to handle them if I ever encounter them in the wild, so to speak. And she wants me to do a demonstration at the Lunar Court! So the Night races can all see how impressively powerful and fearless her Acolyte is. Yeesh!" She sighed. "Where's the Great and Powerful Trixie when you need her? She'd be far better at this kind of performance than I am!"

"Trixie? That fake?" Rainbow Dash said as she flew in through the door. Seeing Twilight and the others, she banked around and smoothly dropped into a seat by the table. "She'd summon up some kind of tentacled horror and then run screaming out of town, leaving us to handle it! Oh, by the way, heard you yelling from up where I was practicing my loops. Figured I'd swing by and see what was up!"

Twilight groaned. "Is there anypony in town who didn't hear me?"

"Um, I didn't hear you!" Fluttershy peered in through the door. "I mean I heard you, but I didn't hear you! Um... what was it you said?"

"Never mind!"

"Well, I certainly heard you!" Rarity said, following along behind Fluttershy to sit down at the table. "And all I can say, dahling, is you sound like me when I've been overdoing it at the Boutique! You need to take a break, dear!"

"That's just it!" Twilight said. "I can't! Between studying the texts Luna assigns me, and training sessions with her in the Vault, and assisting at the Lunar Court, and occasional dreamwalking lessons, and trying to read ahead on my own time... urhhh! ... I haven't had time to even think about taking a break!"

"You always did have a problem with pushin' yourself too hard, gal!"

"Look who's talking!"

Applejack frowned, but then nodded sadly. "Point taken! Y'all think maybe it's time you called in the reserves?"

"Pardon?"

"Well, dahling," Rarity said, "you did ask us to lend a hoof, remember? And we've been waiting for you to call us in to help! If there's something we can do, we're all here for you!"

"Maybe like that there Doomsday Book," Applejack went on, waving a hoof at it, "or whatever it is you're studying! You said you wanted us as the Elements of Harmony in case somethin' went wrong. That sounds 'zactly like what you wanted us fur!"

"I'm not sure I want to get you girls involved in this." She glanced at the book. "I'm not even sure I want to have anything to do with it!"

"Oooh! Is it some kind of awesome, evil grimoire!" Rainbow asked excitedly. "Full of unspeakably dark spells from ancient times that could fracture the fabric of reality as we know it and unleash sanity-destroying horrors from the Dawn of Time?"

"Yes."

"Uh..." Rainbow scratched her mane uncomfortably. "I was kinda joking!"

"Well I'm not! This stuff is dangerous! There's a warning on the first page not to even think the words of a spell until you're ready to cast it! And the spells themselves are deliberately written with the words out of order, just to be safe! And for some of the worst, there's no way to un-say them once you've said them, because they alter reality itself to make undoing them impossible! You'd basically have to throw away the universe and start over!"

She looked around. "Where'd Fluttershy go?"

A trembling voice spoke from under the table. "...i'm still here... I hope..."

"Git back up here, gal!" Applejack chided her. "Okay, so it's laik dynamite in book form! We gotta be careful! All raight, then! So we put on the Elements and use our Friendship Magic to beat back the darkness if'n it gets out of hand, raight?"

"That's the part that really bothers me! To power this magic, we'd have to take on a different set of elements, ones that speak to our worst nature rather than our best!" Glancing around the table, she hauled over the book, undid the straps and lock, and carefully opened it to a page she'd marked.

"It's okay to look," she told them. "There are no spells on these pages. Here's the list. There are seven Shadow Elements, and seven of us, counting Spike."

"All right!" Spike said, leaning on the table and craning his neck to look. "Finally, I get an Element too! Which one's mine?"

Twilight looked at him. "Well, I think it's pretty obvious you're Sloth!"

"Huh?" Spike boggled.

Rarity suppressed a giggle. "Had your mid-morning nap yet, Spikey-Wikey?"

"Oh, that's just great!" Spike put his head in his hands.

"And Rarity," Twilight went on, "I'd say yours is Desire."

Rarity suddenly froze, staring at Twilight with a horrified expression. Twilight mentally kicked herself. Luna was right: it was so easy to accidentally cross the line. Quickly she recovered. "The way you dumped Prince Blueblood at the Gala? When you found he wasn't up to your standards?"

"Oh... of course, dahling!" Rarity relaxed a bit. "Ha ha!"

"And I'm obviously Gluttony!" said Pinkie Pie, tossing a double-sized cupcake in the air and scarfing it down in one quick chomp. "And I'm O-KAY with that!"

"Applejack," Twilight went on, "I'd say you're Pride, clearly!"

"No argument here! I am an Apple, after all. Cain't get away from it!"

"Oh, and I suppose you're going to say I'm Greed?" Rainbow said, crossing her arms and glaring at Twilight.

"Nope, you're Envy, no question!"

"What!"

"Rainbow, just how long have you been wanting to get into the Wonderbolts? And just how far would you go to get there?"

"Um... well, okay. Yeah, sure. I guess! But that doesn't mean I don't deserve to be in the Wonderbolts!"

"Never said you didn't, Rainbow!"

"And Fluttershy," Applejack said, "is clearly Wrath."

"Um... uh... me?"

"Gal, you once stared down a full-grown dragon and made it move house! And remember the Gala, when you busted into the room lookin' fit to eat the furniture? Don't tell me you ain't got it in ya, girl! Though I'm beat if I can see where you hide it most times!"

"Oh. Yeah... I guess so!"

"And that leaves me," Twilight said. "Greed! Hungry for knowledge! I live in a library. If I was on a desert island, and could only take ten things with me, nine of them would be books!"

"Yay!" Pinkie bounced up and down happily. "We're the Seven Elements of Shadow Darkness and Scary Stuff! Look out, Mr. Dark Night! Give it up, Ms. Spooky Closet! We're not 'fraid of YOU any more!"

"So okay, fine!" Rainbow grumbled, waving a hoof. "We know which Elements we are! So how do we help out with this sanity-destroying spell of arcane doom?"

"Yah! Deal us in, gal!" Applejack said, putting a hoof around Twilight's shoulders. "In for a penny, and such-like!"

Twilight smiled. It was hard being quite so worried with her friends so eager to pitch in. She looked across the table. "Rarity?"

"Oh! Uh, yes, Twi?"

"You know that robe you made me? How soon can you make us five more?"

After several further sessions with Luna, and one near-catastrophe in the Vault that Twilight decided it was best not to mention to the others, she asked them all to meet her just after Moon-rise on the path leading to the Everfree Forest.

They came wearing their robes as requested, and also wearing their Elements of Harmony regalia underneath them.

"I'm not sayin' these getups aren't awesomely cool," Rainbow grumbled, flapping the hem of hers with a forehoof. "But explain to me again why we need 'em?"

"Because a big part of shadow magic is deception," Twilight said. "You dress the part to help build up your confidence, to help you feel like you're capable of handling the forces you're summoning up."

"And probably so whatever it is you're summoning doesn't know it's you!" Applejack looked around warily. "Looks laik we're all here now. Let's get this show a-rollin'!"

With Twilight and Rarity providing light from their horns, Twilight led them into the forest and up the winding path to the bare stone clearing high atop Cold Hill. The moon hung in the sky above the clearing, providing more than adequate lighting for their dark-adapted eyes.

"Annnnd..." Rainbow asked, "why do we have to work the spell way out here in the middle of the Everfree Forest at night?"

"In part because there's a natural dark energy convergence atop this hill, which is why nothing grows here," Twilight replied. "Plus I want to be well away from Ponyville when we attempt this!"

"Great! That'll just make it so much easier for us to never be heard from again!" She quickly stomped her hoof down, catching Fluttershy's tail as the skittish pegasus tried to make a run for it.

With Spike's help Twilight double-checked the chalked circles and warding runes she'd prepared earlier. The others sat down in a loose circle around the chalked lines, chatting quietly and trying to pretend they weren't nervous.

"Okay," Twilight finally said. "I think we're ready."

"Oh, are you sure, Twi?" Fluttershy asked nervously. "Don't you think we should have Princess Luna here, just to supervise?"

Twilight shook her head. "I've already practiced with her. She says I'm ready to solo! So don't worry!"

"Um... I'll try not to."

Twilight carefully took out the book, unbuckled and unlocked it, and set it before her with the relevant page clearly in view, plus the sheet of paper on which she'd written the additional notes and spell components that Luna had recommended. She found a chunk of rock and settled it on the sheet to hold it in place. Then she took a deep breath, and raised her forehooves.

"Hi, gals! Whatcha doing?"

As one, their heads all turned to the path leading up to the hilltop. Derpy, the gray pegasus mailmare, was standing there smiling at them. She was wearing her postal carryall, but not her official hat. Her cross-eyed gaze swept around the group, each eye tracing out its own path.

"Hi, Derpy!" Pinkie called breezily. "We're summoning up a creature of ultimate darkness that's most likely going to eat our souls! You wanna help?"

"Can I?" Derpy asked excitedly. "Look, I brought my own robe!" Dumping off her carryall, she dug her snout into one of the flank pockets and hauled out a large piece of canvas sacking. She flipped it onto her back, then pulled it around her with her forehooves, finally flipping the loose end up over her blond mane. It was immediately clear that she'd simply taken an old mail sack and split it along one of the side seams, then used duct tape to attach a length of cord to tie around her neck.

Rainbow snorted loudly, then stifled a laugh. The rest of them looked at each other uncomfortably. Derpy simply looked around the circle, not understanding what the problem was.

Twilight frowned. If they held things up to walk Derpy back to town, the others might also lose what little confidence they had in the whole thing and decide to stay home as well. "Okay, Derpy!" she finally said. "But what we're doing is very advanced magic, and it's also pretty dangerous! So sit down here, right next to me, and for Celestia's sake stay quiet! Just watch, and don't interrupt or ask silly questions, okay?"

"'Kay, Twilight!" Derpy happily came around and thunked down beside her, hugging herself excitedly.

"All right. Now, just like we rehearsed it," Twilight told the others. "Each of you focus on your element. Get it clearly in your mind. And when everything's charged up, I'll trigger the spell."

"Zzzzzzzzz..."

"Heh! Looks laik Spike's way ahead of ya, Twi!" Then Applejack stared across the circle. "Rarity! What in corn sake are ya doing? And where'd ya get a couch from, way out here?"

"It's a divan, dahling!" Rarity was sprawled seductively on it. She tapped her horn, which was still glowing with magic. "From my boudoir, of course! If one is going to play at being a temptress one should look the part, hmmm?"

"Oh, all raight! I better get started on my bit too!" Applejack shut her eyes, set her shoulders, lifted her head, and began humming "Apples, we're Apples..." under her breath.

Rainbow had shut her eyes and was whispering the names and achievements of each member of the Wonderbolts team to herself, over and over, working herself up to a fit of pique over not being a member yet.

Fluttershy had a mirror out and was giving herself the Stare. "You will be angry," she told herself. "You will be angry! And I don't want to hear any backtalk, missy!" Then she quailed in the face of her own assertiveness. "Ummm... okay..."

Pinky had armed herself with a double-frosted, triple-layer chocolate cake on a plate, and was staring at it, eyes gleaming and mouth watering. She glanced at Twilight. "Just lemme know when, Twi, and I'll CHOW DOWN!"

Twilight smiled in return. Then she focused her own thoughts. She thought to herself about her Library. And the Canterlot Royal Archives. And the bookstore. And every other library and bookstore she had ever visited. She let herself wallow in the sheer joy of having an endless supply of books, an endless bounty of ideas to consume, never running out of new things to learn, understand, and master. Endless facts to squirrel away in the back of her mind like shiny trinkets, a dragon's hoard of linguistic and nomothetic coin of the realm...

... and as she did so, she began reeling off the first stages of the spell. After the first few lines she saw the protective runes around the circles begin to glow. And from each of her friends tenuous streams of darkness began to form, linking them all together and flowing into a small whirlpool in the center of the chalked circles. As they focused, their shadow Elements fed more and more dark energy into the spell.

And at the right moment, Twilight dropped her eyes to the page in the book, and read off the final, triggering phrase.

Poof. A near-soundless flash, a small puff of roiling smoke...

And a colt pony stood in the circle. It was a stylish flame red, a pair of nub-like horns on its head, hooves like polished obsidian, a pitchfork cutie-mark, and a mane and tail that glowed sultrily like a field of lava.

It was also about six inches high.

The demon took one look around at the circle of ponies, then immediately collapsed to the ground, covered his face with its forehooves, and burst into tears.

"Uh... is that supposed to happen?" Rainbow asked.

"I don't ruddy BELIEVE it!" the pony sobbed. "It's not fair! I finally hits the big time, finally gets me big break, FINALLY I'm summoned! And this -- this is what I get? A bunch of ponies?"

The demon stood up, and his head swept left and right as he looked himself over in disgust. "I mean... I ask you! How in Tartarus do you inspire blood-curdling horror looking like this?"

He ended up staring at Derpy, who apparently thought some response was required of her. She jumped to her hind legs, grabbed the edges of her makeshift cloak and lofted her forehooves threateningly.

With her most cross-eyed stare, she bellowed:

"OOGHA BOOGHA!"

The demon pony stared at her wordlessly. And then face-hoofed.

"Oogha boogha? I struggles all the way up here -- and believe you me the traffic crossing the Phlegethon was murder at this hour -- and this is what I get? Oogha boogha?"

He thumped down on his hindquarters, face in his hooves, completely dispirited. "Just banish me now, quick like! Get it over with!"

"Awww..." Fluttershy soothed, "don't be like that! It's not so bad! We're pretty new at this, too. And I think you did a wonderful job, appearing out of nowhere like that!"

"Yeah! That was pretty cool!" Rainbow crossed her forehooves and looked smug. "And just think! We got the spell right on our very first try!"

The demon goggled at her. "You're telling me... you dragged me all the way up here... as a flamin' tutorial? Oh, that just puts the Iron Maiden on it, really it does! Just think what I'll be able to tell all me friends downstairs about me very first summoning! Eeuugh!"

"Hold on there, sugarcube!" Applejack said. "It's not jus' fer practice! We actually do need ya'll to put in an appearance at a big shin-dig with us, help impress the locals and such!"

The demon looked up at her sorrowfully. "You really mean that? You're not just havin' me on?"

"I am the Element of Honesty, hon! I'm jes' moonlightin' as Pride tonight to help everypony out!"

The demon sighed. Then he squared what little shoulders he had.

"What the 'eck... could be worse, I 'spose!"

"That's the spirit, sugah! Whadda they call ya, anyhow?"

The demon gave her a look. "Uh, you really don't wanna know my name. You'd never be able to pronounce it for a start! So just... call me Fred!"

"Fred." Applejack raised an eyebrow doubtfully.

"Hi, Fred!" Pinkie shouted, holding up her plate. "We've got cake left over! You want some?"

Fred stared at her. "Tell me this is some kinda hazing thing?" he moaned. "The Ancient Ones downstairs put you up to this, right? Hey, have some fun with the new guy! Yank his tail, he loves it!"

"Let's... try to get back on track here!" Twilight said. "Now, having summoned you, we're permitted to bind you to our service. But there's no need for that! We're all friends here. We won't force you!"

Fred looked sour. Then he shrugged. "Righty-o. Let's do it by the book, then!"

Standing up, the demon took a steadying breath. Then he knelt deeply before her. "Summoned I come, to serve those as hath called upon me! What is thy bidding, O Mistress?" He glanced around. "Er... Mistresses!"

Twilight nodded, and adopted an appropriately lofty tone. "We require of you -- er, thee -- only that thou permit us to summon thee again at midnight during a royal convocation of the Lunar Court of Canterlot!"

The demon looked up, wide-eyed. "The Lunar Court? Seriously? Oi! That's like, the big time and no mistake! Hah! Maybe this wasn't a total loss after all!" For the first time that evening, he smiled happily.

"There ya go!" Pinkie Pie crowed. "There's my smile! Yay! I'm a happy party pony!"

"So..." Applejack asked cautiously. "ya'll are willin' to do it?"

"You kidding?" Fred looked at her. "I'm chuffed to me horns! You got a deal, ponies! In fact, I'm feelin' so good right now, I'd love me some of that cake!" His face fell. "Oh, right... I forgot!"

He put out a hoof, and gently tapped the barrier that held him within the circle. It crackled and sizzled, sparks arcing away from the impact point.

"Look, I'm hardly a threat, right? And I said I'd do it, which makes it binding on me! So would you mind? Just for one slice of cake? Hey, if you don't tell anyone, I won't!"

"He seems really nice..." Fluttershy said.

"Ai dunno," Applejack objected, still suspicious. But then she shrugged. "Oh, well! Worst comes to worst, we use the Elements on him, raight?"

The others nodded. Twilight glanced at the book, found the relevant line of the spell. And cancelled it.

<<< F O O M! >>>

It was like a full-throated volcano of blazing flame and raging winds had suddenly erupted from the center of the circle. And within, something gazed down at them, something with blazing, sickle-shaped eyes and vast, tree-like horns. It had far too many claws, far too many teeth, and far too many heads.

"HUH-HUH-HUH-HUH-HAH-HAH-HAH!" The demon's massive cackling thumped the air like a drum. "I never tires of that! The cute little demon act, can't hurt a fly! Gets 'em every time!"

Pinkie Pie stared in horror. Then she reflexively scarfed down her cake.

"Quick, ya'll!" Applejack called out. "The Elements!"

They all concentrated, but the tornado of force was draining even more dark energy from them. Its hungry corruption setted deep in their thoughts, making it difficult to focus on anything else.

"It's no good!" Rainbow Dash cried. "It's too strong! We can't flip the Elements back the other way again!"

Twilight stared in horror, as powerless as the rest. The swirling vortex fed on the shadow energy it drew from them, growing stronger by the second. The demon's leering gaze swept around the circle, as if trying to decide which of them to devour first.

Its many eyes fell on Derpy. Alone of all of them she simply sat where she was, staring upward cross-eyed and unperturbed in the face of certain doom.

Run, Derpy! Twilight thought madly. Get away! Warn everypony!

"HUH! Think we'll just start with you!"

The demon reared up, a vision of rage and vicious, merciless hatred. It leaned forward, ready to smash its heavy claws down onto the ground where Derpy was sitting.

It leaned just a hair too far.

There was a blinding eruption of white light. Overhead, the moon suddenly blazed. A searchlight beam of moonlight blasted into the circle, pinning the demon in place. And suddenly there was a solid wall of cold, swirling force enclosing the demon, cutting it off from the dark energy it was feeding on. Released, Twilight and the others stared in amazement as the wall closed in, forcing the demon back into the original circle. And then further, relentlessly shrinking in upon it from all sides. The massive creature stared upward into the beam of moonlight in shock and rising terror, as it rapidly shrank in size and stature, collapsing in upon itself.

Twilight thought fast. Before any of the others could speak she put every ounce of strength she had left into making her voice sound coolly confident. She put a hoof on Derpy's shoulder.

"Very nicely handled, Derpy! Just keep doing exactly what you're doing!"

"Okay, Twi!" Derpy sat stock still, staring up unconcernedly at the cowering demon.

Bless you, Derpy! As Luna had said, she accepted what was in front of her, and she didn't ask foolish and possibly fatal questions.

The demon, now clearly panicked, stared in amazement at Derpy. "Who... who in Tartarus are you?"

"Her name is Derpy Doo of Ponyville," Twilight answered, in as chilly a tone as she could manage. "And she's my apprentice!"

Recognizing her cue, Derpy rose up and again lofted her forehooves dramatically.

"OOGHA BOOGHA! FEAR IT!"

The demon had shrunk to the size of a large bear, and was crouched down pitiably, trying to escape the constricting cloud of shimmering light that enclosed it. It turned to stare in shock at Twilight.

"Then..." it squeaked, "... who are you?"

Twilight decided to risk the Voice:

WE ARE ACOLYTE TWILIGHT SPARKLE OF THE LUNAR COURT, PERSONAL PROTÉGÉ OF LUNA, PRINCESS OF THE NIGHT, THE MOON, AND THE STARS!

"Name dropper," Rainbow muttered.

Twilight rubbed her throat. She was getting better at the Voice, but it still hurt like blazes.

The effect on the demon was astonishing. It abandoned any attempt at struggling. It sank back into its original tiny colt form, and then it prostrated itself before her, wailing pitiably.

"Mistress! I didn't realize! Please don't send me back like this! Bind me if thou will! Punish me if it be thy will! But then banish me, please! If I'm forced back down there in disgrace, they'll never give me another chance up here! Never!"

It was weeping, sobbing, its face planted firmly in the ground, not looking up at her, not trying to wheedle her or win her over.

Yet Twilight had been fooled once. She wasn't going to make that mistake again.

"We have tried it the friendly way!" she said, trying to emulate Luna at her most coldly formal. "And that wasn't to thy liking. So here's the stick: we will bind thee to our service. Thou will come at our beckoning, and serve us as we require, without question or hesitation! And then -- only then -- will we consider banishing thou whence thou camest!"

She worried she might be laying it on too thick. But the demon only grovelled more abjectly.

"It shall be as thou commands, O Mistress of the Lunar Court!"

With a glance at the book to refresh her memory, Twilight curtly spoke the words that bound the demon to its task and then dismissed it to earthly limbo, to await re-summoning.

And then she relievedly unwound the rest of the spell. The beam of light from the moon snapped off, the wall of energy faded away. And while she was doing all this, Twilight had another look at the spell elements Luna had added. And rolled her eyes in relief.

"What... just... happened?" Applejack said slowly.

"Um, if we're not really safe and alive," Fluttershy whispered, "please don't anyone tell me!"

"How did you do that, Twi?" Rainbow demanded. "None of us could lift a hoof to stop it!"

Twilight smiled. "I couldn't either! I was just as trapped as you all were! That demon fooled us all... but luckily it didn't fool Luna! She buried an extra component in the spell, a fall-back line of defense in case the first one failed... or was shut down."

She patted Derpy's shoulder. "I told you shadow magic was rooted in deception. I just let the demon think it was Derpy who had trapped it, and that made it very much afraid of what I might do to it if I chose!"

"Very nice, dahling!" Rarity said, climing off her couch and teleporting it away again. "Remind me never to play poker against you! Now, if we're all done here, I really think we ought to be getting back! It's getting quite chilly!"

"And we're all out of cake!" Pinkie wailed. "And Fred didn't get any!"

"Don't you worry 'bout Fred, hon," Applejack said, smiling at Twilight. "I imagine he got pretty much what he deserved!"

"Thanks to you, Derpy," Twilight whispered to her. "I'm really glad you followed us up here tonight!"

"No problem, Twi! I had a blast!"

She got up, stowed her mailsack robe in the carryall and reshouldered it, and then trotted merrily away down the path leading back to town.

Twilight trotted over to nudge Spike. He sat up, yawned and stretched, and then looked around at all of them.

"Is it over already? Awwww! What'd I miss?"

A Sleepless Day

"One hundred twenty six," Twilight counted, staring up at the ceiling in her room in the Palace. "One hundred twenty seven. One hundred twenty eight..."

She sighed and gave it up. She was still unable to fall asleep and even counting the softly glowing stars on the map on the ceiling wasn't helping. It had to be almost noon and she was still wound up. Her thoughts kept drifting back to the circle on the hilltop. Had she really come that close to destroying all her friends? And oh yeah, herself as well?

She lay in the bed, listening to the stillness around her. While the rest of the Palace was a hive of activity during the day the soundproofed and heavily curtained rooms of Luna's wing might as well have been buried in the deepest, blackest tomb.

Then the stillness was suddenly broken by an agonized cry:

"Sister!"

Twilight sat bolt upright, heart racing. For a long moment there was silence. Then she heard muffled sobbing noises. They were coming from the door to Luna's room.

Quietly climbing down from the bed so as not to wake Spike, she tip-hoofed over to the door and gently opened it. Cautiously, she lit her horn with a tenth-candle of light, and looked in.

Luna lay sprawled on her own bed, the covers tangled around her, her mouth open in a silent scream. Her face glistened with tears.

Twilight moved to cross to the bed, then halted after a few steps, not sure if she'd be welcome. What if the Princess objected to being seen like this?

Gritting her teeth, she called out gently. "Princess? Princess Luna? Are you all right?"

Luna's eyes snapped open. She stared across the room at Twilight, fully and completely awake with a speed that was scary in itself. Then she looked down, as if ashamed.

"It was a bad dream, Acolyte, nothing more."

"Sounded like a lot more than just a bad dream!"

Luna looked up at her.

"It was."

Twilight blinked, surprised by the Princess's blunt honesty... and by the look of helpless fright on the Princess's face. "Okay..." Twilight nodded. "I know enough not to ask questions. But... if there's any way I can help, I want to!"

Luna continued to stare at her, not ordering her to leave, yet not asking her closer either. Twilight decided it was up to her. She trotted over to put her hooves on the edge of the bed.

"Would you like me to stay with you, Princess? To keep you company?"

Luna looked away, frowning in disapproval. "We are thy teacher, Acolyte. It would not be proper."

Twilight shook her head. "Only at night, your Majesty! During the day I'm on my own time. And I really wouldn't mind, if it would help you sleep!"

Luna debated for a long moment. Then she looked at Twilight sadly.

"Please?"

She made room, and Twilight climbed up and tucked herself in, settling herself facing Luna. Then Twilight gave Luna a stern look.

"Don't think for a minute this means you'll go easy on me with my lessons in the morning!"

Luna stared back at her, astonished. Then she gave an amused snort. And suddenly she was laughing, long and loud, her head thrown back. She dropped her head on the pillow, eyes shut, crying happy tears.

Then she looked seriously at Twilight for a long moment, as if working up the nerve to say something. Then she spoke:

"We apologize, Twilight!"

"For what, Princess?"

"Hmph. Since we are both 'off duty' so to speak, thou art permitted to address us as Luna... if... if thou wouldst."

"All right, Luna," Twilight agreed. "Now, what are you sorry about?"

"For being jealous of thee!"

"You, jealous of me? Seriously?"

"Quite. We see thee at the dawning of thy powers. It recalls to us a time when we were young as well, our entire life before us, nothing holding us back. Any spell, any prank, anything we set ourselves to do, all was good in our eyes. We see thee throw thyself joyfully into thy studies, into the spells thou attempts, much as we once did, with absolutely no thought of the consequence and no memories of... of failure, holding thee back. And... we are jealous.

"We have returned to a Sister who loves us, a half-dominion to rule, subjects who once again willingly carry out our orders and accept the judgement of our Court, and the steady return of our powers and capabilities as the Princess of the Night. And yet our every action, our every spell, is tinged with doubt, uncertainty, and the memory of what might go wrong. We cannot simply... 'let go', and enjoy our capacities as we once did. And when we see thee do so, we are jealous.

"It is most unbecoming of us, and we apologize. We are truly proud of thee and of thy accomplishments. We are pleased to call ourselves thy teacher, and help thee sharpen and test thy powers!"

Twilight smiled, embarrassed. "And I'm just fortunate to have two such wonderful teachers willing to take time out of their days for me." Twilight put out a forehoof to cautiously touch Luna's. "If you tell me that in your opinion I'm actually worth being jealous of, then I'm not offended, not in the least bit. I'm proud to be so honored!"

Luna smiled at that, just a tiny bit, and she reached out to gently stroke Twilight's shoulder. "We are relieved. And we believe that we will sleep better tonight for thy company!"

Shutting her eyes, Luna made herself comfortable. Twilight did likewise, staring at Luna for a long moment. It was nice seeing the Princess resting gently for once, a warm, peaceful look on her face.

Then suddenly Twilight remembered and doused her horn, smiling at her own forgetfulness. She shut her own eyes and settled down to rest.

Dark Town

"So lemme get this straight," Spike said, as he shoved a frying pan into the right-hand pocket of Twilight's carryall, which was draped over her robe. "There's an entire town on the other side of Canterlot Mountain, it's not on any official map, and almost no one outside of Luna and her guards knows much about it?"

"That's about the size of it," Twilight agreed. "But it's not really a town, so much as a final way station for the Night races who make the journey to attend the Lunar Court. It started out as a bunch of caravans in a forest clearing and it kind of grew from there once Celestia gave her official sanction for permanent structures."

"And Luna's sending you there for a lesson... alone?"

Twilight looked at the brief scroll that had been delivered to her by Spike-post:

Our Devoted Acolyte:

We are unavoidably detained this night. We therefore direct thee to visit Skadenstâd, to call upon our old acquaintance Zeugma for a lesson in the darker emotion spells. We anticipate your usual thorough report.

Luna, Princess of the Night

"Sounds like it. I wonder how we get there. I assume it's the same way we get to the Lunar Court, but from there I haven't a clue."

There was a thumping rap at the door, which Twilight had come to associate with Luna's guards. She trotted over and opened the door, finding Nacht standing in the corridor outside.

"Good evening, Mistress!" he rumbled. "I have been assigned to you as escort and bodyguard for this evening. I have also been informed I should consider myself under your orders, except where your safety is concerned."

"Well! Thank you, Nacht!" Twilight looked back at Spike and motioned her head. Spike quickly scrambled up onto her back. "Can you guide us down to Skadenstâd, please?"

"The Night Chariot is already prepared for the journey. If you are ready?"

Twilight nodded and followed him, shutting the door behind her.

They ascended to the night-shrouded landing platform. Nacht spoke briefly with the two nightmares standing in the traces, and then followed Twilight up onto the platform of the Chariot itself. At his gruff order, the flyers swept out their wings and pummeled the air, lifting the dragon-winged Chariot up into the sky. They banked it in a long sweep around the Palace itself, and then upward, through a pass between the moonlit peaks beyond.

Swiftly they descended the slopes of far side and approached the stretch of forest that covered much of the plains between Canterlot and the Foal Mountains. And as they got closer Twilight could just make out a few lights winking through the branches. The Chariot swept downwards towards a broad clearing, and finally touched down on a rough stretch of cleared ground.

It was like landing in the Town Square in Ponyville. To all sides beneath the forest cover there were rough-built thatched houses of varying sizes and shapes, their windows lit up with candle light and cook-fires. Here and there near one of the dwellings a patch of ground had been cleared for a small garden plot. And at the end of the clearing, shaded beneath a cluster of ancient elms, there was a multistory building with many projecting rooms, practically a tree itself in house form.

The denizens of the Night strolled about the clearing casually, as if on errands or simply enjoying the night air. A few glanced briefly at the Chariot but quickly averted their gaze when the nightmare guards' searchlight eyes swept their way.

Twilight stepped down from the Chariot, Spike close on her hooves, and followed equally closely by Nacht. The nightmare seemed atypically on edge as he gazed around. The other two guards quickly unhitched themselves from the traces and came over to join them, equally alert.

"I wonder how we find Zeugma?" Twilight said. "Nacht, do you know?"

Before the nightmare could reply, a silky-smooth voice spoke behind them.

"If you found him, and he you... would you take your time or your leave?"

Twilight looked round quickly. Standing on the Chariot platform in a cloud of smoke was a tall, rail-thin stallion, ash-gray in color and white-maned. He wore a top-hat and elegant formal attire, and wouldn't have looked at all out of place at the Grand Galloping Gala.

Except for the red, glowing eyes. And the fangs.

All three nightmare guards whirled to face him with loud, gutteral hisses. The stallion merely tch-ed gently at them.

"As always, short on temper and words!"

"Nacht! It's okay!" Twilight wished she felt as certain as she sounded. She stepped forward.

"Hi! I'm Twilight Sparkle..."

"... Acolyte of the Lunar Court," the stallion smoothly added, "favored protégé of Her Royal Highness Luna, Princess of the Night, the Moon, and the Stars!" Stepping down from the Chariot, he knelt before her, took up one of her forehooves with his own, and bowed formally over it. "M'lady! I am honored, your servant, and Zeugma!"

It was all done so swiftly and with such unfettered grandeur and sincerity Twilight felt herself blushing despite herself.

Zeugma looked up, a twinkle in his eye. "As for me... oh, I'm just someone Luna met at a party once!"

Twilight was momentarily lost for words. Then she felt a tug on her robe. "Oh, sorry! This is Spike. He's my Number One Assistant!"

"Lend me your comradeship and your claw, my proud dragon!" He offered his hoof and they shook. Then he leapt to his hooves sprightly. "Now, with the formalities out of the way, allow me to welcome you to Skadenstâd, m'lady! Or as we locals are pleased to call it, Dark Town. Now, I understand by Luna's missive I may serve in some small way as tutor for your good self. But as I understand that this is your first visit, might I also take a moment to show you round this, my adopted abode?"

"I think I'd like that," Twilight said.

Beside her, Nacht glared balefully at the stallion for a long moment. Then he grunted an order to the other guards. One of them took up station by the Chariot. The other fell in alongside them as Zeugma confidently led the way along a path through the trees.

"The clearing where you landed is mostly for new arrivals coming by air. I'm sure you noticed the Crooked Tree Inn when you landed. They rent rooms at reasonable rates, though anyone who plans on staying here a while generally finds or builds a place of their own soon enough. Up that path is the registration office, where supplicants for the Court can sign in and request an audience. Down that way is the administrative office, which takes care of local paperwork. Across that log bridge is the Black Cavern, where justice is meted out. And when anyone needs anything for anything, they come here," he concluded, as the path took a jog to the left, "to Merk Street."

It was a narrow, moon-lit lane packed with multi-story wattle-and-daub houses, interspersed amongst the trees that shaded them. The buildings were strung with brightly colored lamps and there were shopfronts and vending carts all along its length. Despite the varied creatures that slouched, crept, and stormed along its length, it radiated a warming sense of commonality, of community.

"You can find a meal, a souvenir, or perhaps a very good friend here," Zeugma went on. "There's just about everything, from all across Equestria, bought and sold by pilgrims to the Lunar Court." He leaned closer to Twilight. "Even, I dare say, a book-peddler or two?"

Twilight almost asked where to find them... then she saw the twinkle in his eye. She rolled her eyes, smiling at how smoothly she'd been played.

They passed along the street for part of its length, Zeugma in front and the two nightmares escorting Twilight and Spike on either side. And it was hard to tell whether it was the gray stallion or the nightmare guards that the inhabitants gave the most room to as they passed.

"Is that a minotaur?" Twilight asked, pointing. Then she grimaced. "Sorry! I know it's not polite to point... it's just... there are so many different races here. It's not at all like Canterlot or Ponyville!"

"We have all sorts here, look!" Zeugma said, gesturing politely as they walked along. "Dragons, gargoyles, the Morirohin -- rather stuck up sort, the dark ponies, act like they're Night's gift to Equestria -- plus the Azeban," he indicated a group of bright-eyed raccoons. "And wereponies, and the Anansi," he doffed his hat to a passing giant spider. "And the Shabti," he said, indicating a group of terra-cotta ponies pulling a wagon loaded with boxes. "Marvelous workers, though everyone's afraid they'll lose their jobs having them around, can't think why. Oops, mind your feet!"

A snake with its tail in its mouth bowled past like a demented hula-hoop.

"Ouroborous," Zeugma explained. "Swallows its tail and its pride when it wants to go for a walk, poor thing. Ah! And here's our resident Pooka!"

"Pooka?" Twilight looked around near her feet for something small and fuzzy. Then she realized she was looking at a set of yellowed hooves. She looked up. And kept looking up. Facing her was a night-black stallion, eight feet tall, with blazing golden eyes and a mane and tail like a bonfire. It glared down at her, and snorted gently. Its breath was like brimstone.

"Mind your manners, Harvey," Zeugma admonished it. "She's a guest! And don't mind him, M'lady! He may be fond of a prank now and then, but he's your friend in a tight spot!"

"Woah!" Spike said, pointing a claw. "Are those... z-z-zombie ponies?"

Twilight looked, and drew back. Trotting down the street were a trio of four-footed decaying corpses, with lolling heads and glazed eyes.

"Not really," Zeugma told him. "Watch!"

He waited until the ponies had just passed them, then snuck up behind the last one in the group and tapped it on the hindquarters. It turned to look.

"BOO!"

The pony jumped, shimmered, and in its place was a strange black insectoid creature with glowing green eyes and wings. It glanced about hurriedly, then chittered angrily, shimmered once more, and was a zombie pony again. Then it turned and lurched quickly after the rest.

"Changelings," Zeugma explained. "Somewhat disturbing to my way of thinking, not being able to tell who's who! And that's me saying it! But Luna has granted them asylum here, so they're as welcome as anyone else!"

"Can you really be sure about them?" Twilight asked.

"She walks their dreams," Zeugma pointed out. "She would know. Oh, excuse me one moment!"

A short distance away there was a three-way dispute going on between a dragon, a diamond dog, and a mini shopkeeper. The latter was hopping up and down angrily on its shop counter, screaming in a piping voice at the other two. Zeugma walked up, put one forehoof around the dragon's arm, the other around the diamond dog's shoulder.

And smiled. "Is there some problem, friends?"

The dispute was quickly settled, the dragon and dog each slapping an extra few bits on the counter, then hurriedly departing. Zeugma came back, calmly adjusting his jacket with a forehoof.

"And then there's me!" he said cheerily. "Our resident vampire. As Luna is fond of saying, you never need more than one!" His red eyes blazed.

"So... you keep order around here?"

"More like, I keep peace. I have made my home and my place here," he said. "And if a little gentle persuasion is needed every now and then to keep it in the style to which I have become accustomed, well... who better, eh?"

Twilight shivered a bit. There was an easy certainty to Zeugma's outlook. He walked around confident that the worst thing he might ever encounter in the neighborhood was the one thing he could never see in a mirror.

"Now, let me show you where I live. This way!"

Twilight wasn't certain what to expect: a palatial mansion, a spooky castle on a hill, or an underground crypt. What she found was almost a let-down. Zeugma led them to a small, well-constructed cottage up a winding path, situated between a temple and a bridge over a trickling stream.

"I don't know where these stories about running water come from," Zeugma observed. "I find it rather soothing!"

He paused at the front door. "Ah, there's not a lot of room indoors... could I possibly persuade one of your charming guards to keep watch out here?"

Nacht snorted angrily. He was having none of it.

"It's all right, Nacht," Twilight said. "You can come in and keep an eye on me. I trust him -- I think."

Eventually Nacht relented, and posted the other guard at the door.

Zeugma welcomed them into the cottage's single room, which held a bed, a worktable, and a small kitchen area with sink and stove. Nacht took up station near the door, Spike sitting beside him with Twilight's carryall. Zeugma hung up his hat and his jacket, then turned to Twilight, all business.

"Now, to begin with, the darker emotion spells are generally oriented around changing your opponent's mind, either through intimidation or persuasion. For example: BOO!"

Twilight hit the floor, her forehooves covering her head, shivering. She suddenly had a pretty good idea of how Fluttershy felt most of the time. Nacht hissed threateningly. But Twilight, feeling the spell rapidly dissipating, quickly stood up and waved him into silence.

"Okay, I see," she said. "A fear spell, just like you used on the Changeling. But that would only really work if the opponent was inclined to be timid, right?"

Zeugma nodded. "I see you've done your homework! Yes, you must always take into account who you're dealing with. Now for someone like our friend here," he indicated Nacht, "one could try a rage spell, to get them to do something rash and self-destructive." He eyed the guard for a moment. "I think I shall just take that one as read, to avoid any unpleasantness. Let's move on to the debilitating spells. Like grief!"

He gazed at her, a sympathetic, sorrowful look on his face. And suddenly Twilight felt as if a trapdoor had opened beneath her sense of comfort and certainty. Her eyes welled up with tears, for no reason she could put a hoof on. It was simply as if the worst thing that could possibly have happened had just happened, and any moment now she would remember what it was.

She shook her head, and wiped her eyes. "Very impressive." She cleared her throat. "And presumably there's a spell for sapping confidence?"

"And for destroying one's focus, the ability to concentrate. There are as many spells as there are emotions, with different applications and nuances. One must inevitably specialize, find a niche and one's feet, so to speak. As for me, well, the choice is obvious. Seduction!"

His red eyes shone, gazing at Twilight. And she didn't like the feeling that suddenly washed over her in a hot, flushed wave. It felt dirty. And not dirty like being splashed with mud by a cart. It was more like a strong desire to wallow in the mud, smearing oneself with it beyond any hope of ever being clean again. Her vision blurred, and all she could see was Zeugma's glowing eyes, all she could feel was how attractive he suddenly was.

There was a blurred moment when she wasn't certain what she was feeling or thinking.

And then suddenly she came to. She found herself staring straight into his glowing eyes, two inches away from her own.

"I see..." she said. "Very convincing. Now, I think you should back off."

"Oh, but I can't!"

"I mean it!"

"And so do I, m'lady! I would, but I honestly can't."

His voice had a tense, choked quality to it. She drew back and looked past him. And saw that Nacht had him pinned by the neck in the guard's bulldog jaws.

She took a steadying breath. "Nacht, you can let him go now."

The guard reluctantly did so, and Zeugma gently massaged his neck with a hoof. "You realize of course that even ripping my head off isn't a sure way of killing me!"

Nacht snorted. "I can be very creative in how I bury the pieces!"

Zeugma nodded. "Point taken!"

Twilight shook her head. "This isn't getting us anywhere. I'm not learning what I need to know. I mean, what if Nacht wasn't here? How could I possibly defend myself from a spell like that?"

"A excellent question, m'lady! You must be very sure, in and of yourself, that you can resist. You need to trust yourself. And trust is an emotion like any other, so you can use a counter-spell to help build up your own sense of trust."

"Okay. Show me how!"

Zeugma demonstrated, and they practiced the spell until Twilight was fairly confident she had it.

"Nacht," she said, "I need you to let Zeugma help me test this out. If you feel that I'm actually in danger, fine, do what you have to. But short of that, this is a lesson I need to learn, okay?"

Nacht looked at her, then at Zeugma, then her again. And nodded.

"All right," Zeugma said. "I'll start off standing over here again." He moved several steps way from her. "You signal when I should begin. And I'll keep moving towards you as long as the spell is still affecting you. I'll stop when it stops, acceptable?"

"Sounds good. Okay. One, two, three..."

She was looking into his eyes again, two inches away from her.

"You cheated!"

"Did not! Nacht, did I?"

The guard, startled at being made referee, shook his head impassively.

"There! You see?"

"O...kay. Obviously I need practice. Let's go again!"

Zeugma recrossed to his starting point. Twilight called the count. And she once again came to, staring into his eyes.

"Again," she grumbled.

Again she completely failed to stop him.

"Urhhh! What am I doing wrong?"

Zeugma gave her a suggestive look. "Is it at all possible that you want the counter-spell to fail, m'lady?"

"Wha... why you...!"

He put up a hoof. "I'm joking, of course! But the point stands. You need to be very determined, very certain in your mind and will. That will take practice and strong motivation. And you shouldn't expect to master it all in one session."

"Motivation..." Twilight nodded. "I hoped it wouldn't come to this, but I need to make this work! If I can't beat back this spell, how can I hope to deal with anything more subtle? Spike!"

Spike blinked, surprised to hear his name, and jumped up. "Yeah, Twi?"

"That frying pan I asked you to pack. Get it!"

Spike hurried over to the carryall that Twilight had shrugged off near the door, and returned with the pan.

"Okay, stand right here beside me. That's good. Now, if you see me going under, I want you to hit me with it!"

"Uh... hit you with it?"

"Yup!"

"Um. How hard?"

"Hard enough to snap me out of it!"

"Okay, okay! Er... if you say so!" Spike readied himself.

Zeugma looked surprised, but willingly took his position.

"Okay!" Twilight said, determined. "One, two, three..."

CLANG.

"Ow."

"Oooh. I'm sorry, Twi!"

"No, that was good! Painful, but good! Okay, again! One... two..."

CLANG.

"Again..."

CLANG.

"... owww... again..."

CLANG... CLANG... CLANG...

And each time when she came to, she saw that Zeugma hadn't gotten as far across the floor as before. She was steadily improving her ability to resist. She was also developing a bit of a headache, yet in a twisted way that helped. It made it harder for the spell to monopolize her will.

Eventually Zeugma called a halt to it, on the grounds that she had already made far more progress than anyone could be expected to in so short a time. "Besides, your assistant looks like he wants a break even more than you do. Now, turn about is fair play, let's have you try some of these spells on someone else. Like our friend Spike, here."

Spike looked from Zeugma to Twilight. He looked at the frying-pan in his claws.

He groaned. "I knew there had to be a catch to this!"

They continued the lesson until well after midnight, by which time Twilight was feeling much more confident in her handling of the various emotion spells. Then Zeugma led the way back to Murk Street to treat them all to a light supper at a local take-away he frequented. Then he escorted them back to the Chariot, where they found the remaining guard had determinedly trampled a circle into the grass surrounding it.

"I shall leave you with a fond farewell, a wish for a safe trip, and... a homework assignment," Zeugma said, smiling as he offered her a scroll with a list of references for her to look up when she got back to Canterlot and its Archives. "And I hope I shall have the honor of your company again soon. For now... adieu, m'lady!" He bowed over her hoof once more. "And you, my noble dragon!" He shook Spike's claw. Then he looked at Nacht. "Don't be a stranger," he said.

Then he pointed over Twilight's shoulder.

"Oh, look! A bat!"

Twilight looked and saw nothing. When she looked back, there was only an expanding whiff of smoke, and Zeugma had disappeared.

Twilight shook her head in amusement, and reboarded the Chariot with Nacht and Spike while the other guards reharnessed themselves and prepared for the trip back.

The Darkness Awakes

Twilight's eyes opened in the dusk of her room. She wasn't certain what had woken her up.

Then she heard the sobbing, coming from Luna's room.

Twilight sighed. After the summoning demonstration at the Court the Princess had been sleeping much better. She'd slept through the night for several days straight. Yet now this... and for the third night in a row!

Twilight climbed out of bed, lit her horn, and crossed to the door which she had deliberately left ajar. Looking in, she saw Luna huddled under her covers, eyes tight shut and shivering. Trotting over to the bed Twilight carefully straightened out the blankets, and then climbed in and settled herself facing Luna.

Gently, she reached out to place a comforting hoof on the Princess's shoulder. Normally, just the contact alone would calm the Princess down, allowing her to relax enough to get back to a restful sleep. But not tonight.

SISTER! Luna suddenly bawled, practically in Twilight's face.

After a brief stunned moment, Twilight decided her head was still attached to the rest of her, and got down to serious thought.

She was really beginning to worry, and felt strongly that she should call in an expert. Yet the only one she could think of was Celestia, and for some reason Luna didn't seem to want to discuss this with her. Possibly it was because of the dream she'd been having. Twilight knew Luna's position on dreams: they were private and it was absolutely unacceptable for someone privy to a dream's content to reveal it without the dreamer's permission.

But where does that leave me? Twilight wondered. I don't even know what this dream is about!

She wanted to comfort Luna, wanted to hug her, sing her a lullaby, anything to relieve whatever suffering she was going through. But none of that would solve the real problem.

She frowned, a thought occurring to her. Maybe she couldn't walk anyone else's dreams without Luna's aid, but with Luna herself it might be different. Luna had led Twilight in the dreamwalking spell more than enough times for Twilight to be certain she could invoke it herself. Maybe all Twilight had to do was fire it up and hope that Luna's need for comfort would draw her in?

After all, Twilight thought, Luna trusts me to dreamwalk with her. She knows I've learned to treat what I see as sacrosanct. The worst Luna could do was kick Twilight back out of her dream. And then I go to Celestia! Twilight decided.

She nodded to herself. Okay... let's do this!

Shifting herself closer, Twilight leaned her forehead against Luna's, their horns just touching. She shut her eyes. Concentrating, she thought her way through the dreamwalking spell, making sure she had it right. She softly spoke the words to herself.

And then she triggered it.

The transition was as abrupt as usual. Twilight found herself standing in a dark, echoing chamber on a cold stone floor. High above, the Moon was visible through a rent in the ceiling, its cold light falling upon the floor. It picked out two figures, one standing in the shadows closer to Twilight but facing away from her, little more than a tall outline in the dark.

The other was a white, crumpled heap lying motionless on the hard floor.

"Princess Celestia!"

Twilight put a hoof to her mouth. She hadn't intended to speak, but her voice was already echoing from the distant walls. She rushed forward to throw herself on the body.

She recoiled instantly. It was ice-cold, lifeless and stiffening.

"Princess Luna..." Twilight whispered. "I'm so sorry! I didn't know this was what you were dreaming! I know I shouldn't be here, but I wanted to help..."

"Well, well, well!" The figure standing beside her said in a chilly, heartless tone. "So it has finally worked! Our bridge to freedom has arrived!"

"Uh... Princess Luna?" Twilight slowly looked up.

Into gleaming dragon eyes and bared fangs.

"Guess again, Acolyte!"

Twilight backed away in horror. "Nightmare Moon?"

"We are gratified thou remembers!" The night-dark shape pursued her, its horn glowing a vicious green-blue, its night-shod hooves ringing on the flagstones. "We were wondering how long it would take thee to attempt the spell, to bring thyself here... our dear friend, Twilight Sparkle!" She laughed cruelly. "Oh, Luna, dear friend Luna, we only wish to help thee! And so you have brought thyself here -- into our dream! In thy dream we could but hint and suggest! Here in ours we have thee at our will! We shall make of thee an instrument of that will! None will suspect sweet, innocent, bookish Twilight, until the day when you are very close to our dear sweet Sister..."

"NO!" Twilight screamed, the Canterlot Voice kicking in.

"Noooo?" Nightmare Moon echoed, in feigned surprise. She smirked. "But this is our dream! All shall be as we will it!"

"Think again!" Twilight lowered her horn and launched a spell. A storm of fireworks went off in Nightmare Moon's face.

"HA-HA-HA-HA! We really must teach thee to be more original, Acolyte!" Nightmare Moon's horn blazed, her levitation magic closed upon the frightened figure of Twilight Sparkle hunched before her.

And passed through it. It was an illusion.

"What!" Nightmare Moon's head swung up, and saw a distant lavender form disappearing into the shadows.

Wards, Twilight thought as she ran, summoning one of each kind to her rear. She felt a bolt of ice-cold energy sizzle the air inches from her tail, destroying the ice ward. She flung another up in its place. She felt a wash of heat as the flame ward took the brunt of a hit. The poison ward was next. She didn't have a lot of time. Soon enough Nightmare Moon would try an attack she couldn't ward against, or grab her in a levitation spell...

Door! Twilight thought to herself. I need to find the door. I need to leave this dream, and fast!

In the darkness of the hall she didn't realize how far she'd already run and she nearly brained herself against the main doors of the chamber. Frantically she shoved one open, threw herself through the gap, and bodily shoved it closed.

And found herself in the glowing, star-filled void.

That was easy, she thought. Way too easy!

Still, she knew she only had a few moments to act. Calming herself, she swiftly thought through the cancelling spell and then triggered it.

And found herself back in Luna's bed, her muzzle pressed against Luna's, her heart racing. She felt the Princess's soft breath on her face... it smelled like vanilla.

"Princess!" she whispered. "It's Twilight! I need you to wake up now! Wake up, Luna!"

The Princess's eyes snapped open, an inch away from Twilight's. Glowing dragon eyes.

"Guess again, Acolyte!"

Twilight flung herself backward, toppling heavily out of the bed.

Flinging away the covers, Nightmare Moon rose tall and proud. She leapt from the bed to land heavily on the floor, cracking the tiles. Shadows swirled around her, forming into the night-dark armor and helmet. Her horn blazed with power.

"HA-HA-HA-HA-HA! Freedom at last! We are restored to glory! And we thank thee, Twilight Sparkle, for creating the bridge that has brought us back from the dreamworld we have been imprisoned in! As a sign of our gratitude, we shall not destroy thee! We shall lift thee up to glory! All shall know the name of Twilight Sparkle, Acolyte of the Lunar Court, and Deliverer of Nightmare Moon!"

The bedroom's main doors crashed open, and the nightmares guarding it hurled themselves inside. Their glowing eyes stared up in shock, taking in the tall black alicorn that whirled to face them.

"Nacht!" Twilight called. "You've got to stop her! Princess Luna has become Nightmare Moon again!"

The nightmares took a few tentative steps forward. For a horrified moment, Twilight thought they were going to kneel in supplication. Then Nacht looked at Twilight and seemed to come to a decision. He barked an order at Skaad, who took to the air and launched straight at Nightmare Moon.

TREACHERY! She screamed. WE GAVE THEE LIFE!

Nacht turned and raced toward Twilight. He grabbed her up in his jaws and flung her bodily though the smaller door, into her room. Then he swung to join the fight.

Gasping, Twilight slammed on a levitation spell. It wasn't quite enough to slow her sufficiently, and she smacked roughly into Spike's small bed, spilling the dragon onto the floor.

"Gahh!" he shouted, struggling out of the blankets. "I'm up! I'm up! What's going on?"

"It's Luna!" Twilight gasped. "She's become Nightmare Moon again! We've got to get out of here!"

"Well w-w-what are we waiting for?" Spike said, trembling.

They both ran for the door leading to the hallway outside, squinting in the noonday sunlight that filled it as they ran down its length. As they passed the doors to Luna's bedroom they could hear massive thumps and crashes from within. A sizzling bolt of power cut the air over their heads.

Down the corridor Twilight saw a squad of white-coated Royal Guard come racing around the corner. And then a very welcome sight: Princess Celestia herself, very much alive and well, charging up the corridor and giving her own guards a run for their money.

"Princess!" Twilight called. "Look out! Luna..."

"We sensed it, Twilight!" she shouted. She raced past, calling over her shoulder: "You know what to do! Get to the landing pad! Gather the Elements!"

"But Princess..."

GO!

The echo of the Canterlot Voice rang up and down the corridor's length. Instantly, the sounds of battle in the bedchamber ceased.

SISTER?

Through the doorway Nightmare Moon stalked, eyelids slitted against the sunlight. Her eyes widened at the sight of Celestia.

"Dear Sister Mine!" Nightmare Moon said, with acid viciousness. "How kind of you to present yourself before us! Surrender! Kneel before us! We shall be merciful!"

"Luna!" Celestia called, "My sweet Luna! Please! Remember who you are! Fight this, Luna! I am here for you! I will not abandon you again!"

"Wasted breath, Sister! We are Nightmare Moon! We have been restored! And we shall never relinquish our power again! Never!"

"Then I will stop you! You will not escape me!"

The two alicorns stalked around each other, looking for an opening.

"Thou couldst never defeat us!" Nightmare Moon jeered. "Knowst thou why? Because thou never knew when to really start fighting!"

"And you when to quit!"

"Princess!" Twilight shouted, horrified.

Celestia didn't even look round.

WE GAVE THEE AN ORDER, TWILIGHT! GET OUT OF HERE!

She flung herself at Nightmare Moon, her horn blazing. Nightmare Moon responded in kind. The corridor was suddenly filled with a blast furnace of titanic energies, viciously charring the wall on the one side and completely shattering the tall windows on the other.

Twilight suddenly felt herself grabbed up by one of Celestia's guards and hustled away from the fight at top speed.

"Celestia! Luna!" Twilight screamed, as the battling Princesses slipped from view around a corner.

The guards quickly brought both her and Spike up to the landing pad. There they found the Royal Golden Chariot standing in readiness, its flyers already harnessed up. The guards quickly put Twilight and Spike aboard, and without waiting the flyers snapped out their wings and took off. In seconds, the Palace and Canterlot itself had fallen far behind, as the flyers winged their way downwards toward Ponyville through the brilliant afternoon sunlight.

There was a massive explosion, and Twilight looked back to see an entire upper wing of the Palace blown out in a cloud of dust and falling masonry.

And then the worst possible thing happened.

The Sun died.

It faded rapidly, from pale yellow to burnt orange, to ember red. The sky fell to pale dusk, a chill settling over Equestria. And then the Sun went out completely, becoming a black, dead disk hanging in a starless night sky.

"Celestia!" Twilight gasped, her eyes wide and filling with tears. She grabbed the Chariot's railing to keep herself from sliding helplessly to its deck.

"My lady!" Spike whispered, clinging terrified to Twilight's leg.

And the Moon rose ascendant, a cold, merciless orb glaring from the cold dome of the eternal Night.

The flyers maintained discipline, never slackening for an instant, yet Twilight was certain she saw them glancing at the sky every now and then as the Chariot plunged onward through the sudden night.

The Chariot arrived in Ponyville shortly thereafter, touching down in the Town Square near the Golden Oak Library. Twilight somehow found the will to get up and step down onto the hard-packed dirt. Spike numbly followed her.

"Spike," Twilight whispered, "Find Rarity, Pinkie Pie, and Rainbow. Have them meet us here. Guards!" she called to the flyers. "Please go and find Applejack and Fluttershy. Bring them safely here!"

"Yes, ma'am!" the lead flyer replied, and the Chariot lifted off again.

As Spike darted away on his errand, Twilight turned to the Library. Barrelling through the door, she raced across to the glass-covered table holding the Element regalia. She threw open the cover so hard that it cracked crosswise. She grabbed up the Magic tiara and placed it on her head, then scooped the other Elements into a box and brought it with her to wait outside.

She stared worriedly at the distant outline of Canterlot, high on its mountain. So far there had been no sign of pursuit, but she couldn't expect Nightmare Moon to wait long in following her.

"Twilight!" It was Rarity, racing up the street from her Boutique. "What's happened? Spikey came running in, told me to meet you here and ran out!"

She looked at the box in Twilight's hands, the tiara on her head. And then saw the look in her eyes.

"Oh, no!" She put a hoof to her mouth, eyes wide. "No no no!"

Pinkie and Rainbow were next to arrive. And in a few moments the Chariot returned carrying Applejack and Fluttershy. Wordlessly, Twilight handed out the Element necklaces for them all to put on.

Only then did she trust herself to speak, in an emotionless, tightly controlled monotone.

"Celestia is dead. Luna has become Nightmare Moon. And we're the only thing that can stop her now."

She pushed past their stunned faces, and addressed the guards.

"Thank you all for your aid. However, this isn't a fight you can help with. We need you to clear the Square, evacuate everyone. Then spread out through the town, warn everyone to stay well clear of the Square so no one gets hurt!"

"Understood, ma'am! But call on us if you should need us. We'll be ready!"

She nodded, and the guards departed. Then she sent Spike -- protesting mightily -- to hide himself safely in the Library. Finally, she returned to the other ponies to wait.

They were not kept waiting long.

In a flash of lurid green light Nightmare Moon appeared, hovering majestically in the air above the Town Square.

"Raight, y'all!" Applejack yelled angrily. "Charge 'em up!"

The Elements glowed, the six ponies' bodies were limned with power, the forces they summoned threw out arcs of brilliant light linking them all together, and from the heart of the Element spell the spiral rainbow of Friendship Magic blasted toward Nightmare Moon, wreathing her in a maelstrom of redeeming light...

... which faded way, having absolutely no effect.

"Didst thou think we learned nothing in all this time?" Nightmare Moon cackled trimphantly. "These trinkets have no power over us now!"

"That was our best shot!" Rainbow gasped. "What do we do?"

Applejack exchanged a look with Twilight. "This door swings both ways, don't it?"

Twilight nodded. "The Shadow Elements, everyone! Quick!"

With less certainty but with the strength of desperation, they summoned the dark writhing streams of shadow energy, feeding them to Twilight, who shut her eyes, focused...

And made her most heartfelt wish come to life.

A blaze of sunlight filled the square, blinding in the gloom. From it Princess Celestia emerged, whole and unharmed, her eyes alight with glowing power, her horn lowering to take aim at Nightmare Moon.

"Princess Celestia!" Fluttershy cried, overjoyed. The other ponies likewise gasped in wonder and relief. The strength of their wish for the vision to be true redoubled the dark energy feeding into Twilight's spell.

Only Twilight's face remained cold and haggard, as she rapidly sought a next move.

Even Nightmare Moon was momentarily distracted by the realism of it. Her mouth opened wordlessly, her eyes stared. "Sister! You are..."

She realized the truth just as Twilight took advantage of her distraction, plus the extra power she had, to fling a materialization spell.

A razor-edged blade sang through the air, slicing off Nightmare Moon's horn at the roots. Just as a thousand pounds of heavy chain landed on her, bearing her bodily to the cobbles of the Square, crashing in a heap.

The ghostly image of Celestia faded away, into the shadows it truly was. Twilight couldn't help but gaze up at the proudly kind face of her beloved mentor one final time.

"Did we teach thee nothing, Acolyte?"

Twilight looked back just in time to see Nightmare Moon shrug off the chain as easily if it was cotton thread. She rose up, her horn flashing into wholeness once again.

"Never take thy eye off the enemy!"

Brilliant green fire flashed out. It caught Rainbow, who had just taken off to throw herself at Nightmare Moon, and blasted her across the Square to land in a charred heap.

Twilight tried to summon up wards to defend the others, and then a shield. But the Element link was broken, its power draining rapidly away. And she barely had any of her own power left to work with.

Fluttershy was next, immolated where she lay huddled and shivering on the cobbles. Then Applejack was crushed when the haywagon that she'd ducked behind for cover simply upended itself on top of her. Pinkie tried to pull one of her lighting exits, and was suddenly frozen in a block of ice. Which then shattered.

Rarity looked helplessly at Twilight. "Goodbye, dahling..."

Twilight shut her eyes. She couldn't shut her ears from the scream.

She waited her turn, hearing Nightmare Moon tread forward to stand next to her.

"No, dear Twilight!" The chill voice took on a silky tone. "We said we would not destroy thee. We have other plans for thee..."

Twilight opened her eyes, and saw Nightmare Moon gazing down at her intensely.

"We shall keep thee as a pet, for these long cold winter nights. A warm toy to give us compansionship and pleasure. Thou wouldst like that? Hmmm?"

Twilight felt the spell driving its hot, invasive warmth through her mind, so calming, so soothing, so appealing...

NO!

She swung a forehoof, slapped Nightmare Moon's muzzle. And she channeled the dark rage she felt into a counter-spell, reinforcing her sense of self-worth, as she turned and ran across the cobbles, expecting at any moment to be struck dead by Nightmare Moon's magic.

"Feisty!" Nightmare Moon called. "Never mind, we can be patient. We have all the time in the world! The Night is now Eternal!"

Twilight stopped, turned, and faced her alone, without the Elements and without hope. Yet she had one final card to play...

The Death card.

Shutting her eyes, she ran quickly through the Summoning spell, not bothering to invoke the containing runes. If this worked, she didn't care what happened to her. There was an eruption of whirling sepulchral fire. A massive form hovered in the darkness over the Square, cackling madly.

"Oh yes! YES! No wards! No barriers! Nothin' to stop me! Now we bring the pain!"

"Hello, Fred."

Fred's many eyes swung down, saw Twilight cowering far below him.

"Mistress?" he rumbled, surprised.

"I need your help, Fred. You can do what you like with me after, but I need you to help me stop... her!"

The demon pivoted slowly like a mountain on a turntable. He saw Nightmare Moon rising in the air to face him, chuckling coldly. "Hello again, Fred! Hast thou come back to play with us? To amuse us?

The massive demon cowered in fear. "Cor! It's her again! Sorry, Mistress, count me out!"

"Please, Fred!" Twilight sobbed. "I don't have the power to stop her! And there's no one else left I can call on!"

"Well, what do you expect me to do? She's the one that got me sent down to the bottom of the roster last time!"

Twilight gasped, helpless and forlorn.

Then she spoke, her voice suddenly level and calm. "What about that little trick you told me about?"

"What little trick?" Fred asked, his eyes trying to watch both her and Nightmare Moon at the same time.

"The one you told me about. The one you were certain would have finished her off but you didn't get the chance to try it last time. You said all it needed was a little extra power..."

She looked up at him through her tears. Her horn blazed. "Don't worry. I've got your back!"

"Seriously?"

She just looked at him.

He nodded, and shifted his many eyes to focus on Nightmare Moon. A hill-sized fist smacked into a cliff of palm.

RIGHT, LADY! He rumbled menacingly. YOU AND ME IS GONNA HAVE A WORD!

Nightmare Moon's eyes went wide. Then she lowered her horn to strike.

And fireworks went off in her face, momentarily blinding her.

They were followed by Fred, who fell on her in a blaze of fire and a whirlwind of claws and teeth.

Twilight watched tensely, never taking her eyes off Nightmare Moon in the roaring, crashing melee of fire and smoke. Every time the dark mare tried to focus, to aim, to fight back, Twilight used every firefly and materialization spell she knew to keep her distracted, off balance. And the disadvantage soon began to tell on her. The night-dark armor was stripped away. The starlit mane was shredded to fibers. Her horn was shattered by a massive swipe from Fred's claw. Still Nightmare Moon fought on, refusing to give in.

And then, just for a moment, the glowing eyes faded, becoming small and terrified. They swung to Twilight helplessly. And then they suddenly became stern and commanding.

"Strike, Twilight!" Luna cried. "Strike now!"

"But, Princess!"

STRIKE!

Sobbing, Twilight launched what little power she had left in a blast of freezing cold fire. It caught Luna, knocked her unconscious.

And a moment later Fred finished it.

Nothing was left but a heap of charred embers on the cobblestones. In the night sky overhead, the Moon blazed briefly, then went dark, leaving the sky totally empty and black.

There was silence in the Square.

Fred came to a sudden halt. He rose up in shock as if he couldn't believe it was all over. Then he swung to look at Twilight.

She sat forlornly on the cobbles, waiting her turn. There was a long, dangerous silence.

"Thank you for that, Mistress. It was a long time coming, believe you me."

Twilight nodded silently.

"Surprised to hear meself say it, I actually think I've had enough for one night!" The demon looked around, and up at the ink-black sky. "Wish I could do more for you, Mistress, I really do! Well... if you wouldn't mind," he said. "I think I'd like to be banished now!"

"But I can't!" Twilight said. "I didn't invoke the spell properly!"

"Sure ya can, Mistress!" Fred smiled down at her. "All you gotta do... is just say the word!"

She looked up at him, managing a weak smile. Then she spoke the banishing phrase. And was alone in the night-dark square.

Except for Spike, who stumbled out through the Library door and tottered over to her, scared and speechless.

And for Derpy, who trotted over from the storefront she'd been hiding in. "Hey, Twilight!" She sat down next to Twilight and put a companionable hoof around her.

After a few moments, Twilight sighed.

"I can't stay, Derpy," she whispered. "This... this is all my fault. There's no way I can explain that to anyone here. Would you... would you at least tell them all what happened? They deserve to know the truth."

Derpy looked at her, and then nodded. "Yep. I will. Write to me?"

"Huh?"

"From wherever you go," Derpy said. "Just so I know you got there okay. Don't worry, I won't tell anyone! If the letter's addressed to me, I don't have to share it with anypony!"

Twilight hugged her. "I will, I promise!"

Derpy hugged her back happily. Then she looked up, past Twilight. "Oooo, look! Bats!"

Twilight looked up. And saw what looked like the entire army of nightmares descending on the Square.

"Oh no..."

The Mistress of Nightmares

"Run, Derpy! Get away from here!"

"Why?" Derpy gave her a puzzled look. "They're not angry at us!"

The lead nightmares came in for a landing. It was Nacht and Skaad, their armor battered and scored, their coats and tails singed in several places, but otherwise unharmed.

They inspected the charred remains of the Princess. Then they trotted over to Twilight, and knelt to her, as the other nightmares likewise came in for a landing and assembled in ranks behind them.

"Mistress. We have failed thee. We could not arrive quickly enough!"

Astonished, Twilight didn't know what to say. Nacht looked up at her.

"You are the Acolyte of our Lunar Court. We are yours to command now, Mistress. All of us."

"That really puts the final nail in it!" Twilight said. She looked at Derpy, then at the nightmares. "I suppose I'll take them to Dark Town, see if I can find sanctuary there. Or maybe I should send them home..."

Her gaze fell to the heap of ash on the cobbles. Oh no...

As if reading her thoughts, Nacht nodded to her. "Our home is with thee, Mistress! Where thou leads us, we will follow!"

Twilight grimaced, feeling she was being treated far nicer than she deserved. Then she thought for a bit. "It doesn't matter what happens to me. But at the very least I can take you all home."

She looked fondly at Spike. "I have to leave now, Spike. Stay here with Derpy. She'll look after you!"

"But Twi..."

Twilight wasn't listening. Taking a deep breath, she concentrated really hard. She'd only seen the place once, but she'd had a good long look at it, and she'd always been good at observation. And if Luna could create a dream like that, maybe Twilight could recreate it, or something like it.

She spoke the dreamwalking spell in the privacy of her thoughts, and then triggered it.

And in a soundless instant, she was standing in the muggy, fog-swept forest, by the dark pool, on a moonless night. And with her was the entire army of nightmares, looking around in amazement.

From the guardhouse, Tasjen hurried out to prostate himself before her. "Be welcome, Acolyte!" he cried. "But where is..."

He fell silent as Nacht and Skaad strode forward, taking their places to Twilight's left and right.

"The Mistress of Nightmares is dead!" Nacht called out. "Long live the Mistress of Nightmares!"

"Long live the Mistress of Nightmares!" echoed the army behind them.

And they repeated it, all the long way up the path and into the night-shrouded city.

In the city square, there was a palace. And in the palace was a throne room. And on the throne, Twilight Sparkle lay where she'd finally dropped in despair, to cry out what few tears remained. Nacht and Skaad had stationed themselves just outside the main doors, fending off the throngs of curious nightmares until Twilight felt ready to address them.

She wasn't certain she ever would be.

She assumed her body was still sitting in the Square, motionless, staring, unresponsive. She didn't want to know. She didn't want to care. She didn't want to have to make any more bad choices. She simply lay where she was, in the patch of moonlight she'd dropped down in.

Wait... moonlight?

She lifted her head. And saw Princess Luna standing before her.

The Princess nodded gravely, and her voice caught as she spoke.

"Nine... out of ten, Twilight."

"Princess?"

"We told thee this was our dream, Twilight. And that it would be as we willed it. And so it was!"

Luna's eyes filled with tears.

"We wished to give thee a fair test, to allow thee to demonstrate in full measure thy competence and skill. We should have known better. We should have known how unwilling thou would be to give up, should have known the lengths thou would go to for the sake of those thou cares about. And... and we lost track of thee! For the longest time we could not find thee, and feared we had lost thee forever! Then we thought to look in the one place we least expected to find thee. Our city of nightmares... to find you, their Mistress in our stead!"

She strode up onto the throne and lay down beside Twilight. She swept out a warm wing to cover her shivering body.

After a long moment, she whispered quietly in Twilight's ear. "I think... we should wake up now. Both of us!"

And so they did.

After allowing a decent stretch of time for Twilight to gradually recover from the ordeal, she once more met with Luna and Celestia in the Solar Court.

"...Dost thou concur with our Proclamation, Sister?" Luna finished.

"We do, most whole-heartedly!" Celestia replied. "And we welcome thee back to us, our most faithful student!"

Twilight smiled weakly, pleased to be able to return to daylight hours once more, and to her studies with Celestia. She looked at Luna. "I'm sorry, Princess," she said. "I think I'll stick to being merely a guest of the Lunar Court, rather than its Acolyte!"

"Do not worry thyself!" Luna answered. "We have learned much from thy tutelage. Enough so that we feel confident in taking on a new student of our own, to lead in the mastery of the Lunar Court!"

"Another student?" Twilight said, surprised. "But who...?"

"Oops! My bad!"

Twilight turned to see Derpy picking herself up after having run headlong into one of the guards at the door. Seeing the Princesses and Twilight, she scampered up the length of the red carpet and came to a screeching halt, prostrating herself before Luna.

"Sorry I'm late! I got lost!"

"Calm thyself, Acolyte! And sit up straight!"

Derpy did so, practically vibrating with eagerness.

Twilight looked from her to Luna to Celestia, in total disbelief. "How... wha... wait a minute!" she finally said. "How can Derpy be your student? She's a pegasus! She can't even do magic!"

"Can so!" Derpy focused really hard. And her mailmare's hat bounced three feet in the air... held in Luna's magic field.

Luna smiled. "She may not be able to voluntarily project spells herself, like a unicorn. But any pegasus or earth pony has the capacity to use magic. We simply lend her our power. She decides what to do with it!"

"Is that wise?" Twilight tried not to think of what Derpy armed with Luna's demigoddess magic might be capable of.

"We think so." Luna's smile turned to Derpy. "We have always relished a bit of a challenge!"

In the darkness of her room, Luna lay in her bed. And fretted. Not about her old student, or her new one. About her dream, the dream she had subjected Twilight to in order to finally test everything the young pony had absorbed from her teachings.

Luna had become Nightmare Moon again, and had been soundly defeated, without recourse to the Elements. If it ever came to that in reality she felt certain that Twilight would be able to do so again, all on her own. Luna no longer needed to fear what happened if she succumbed to the old jealousy, if she once again became the Nightmare.

So why was she not able to relax, to cease cudgeling herself with the memory of what she had done all those years ago?
Because we have not sufficiently atoned, she realized. We gave ourselves a happy ending, a comfortable dream. And we do not deserve it, not yet. We must never forget what we did, never allow ourself to forget what we did, the suffering we caused, until we have sufficiently made amends.

So she reached into her own dreams, far beyond the dream from which she'd drawn the nightmares, back and back into her own remotest past, back to her own fillyhood. And found the first thing that had ever truly frightened her.

The First Nightmare.

"Very well, Tantabus!" she said sadly. "Do your worst!"

The End

My Little Pony: Friendship is Magic, its characters and indicia are the property of Hasbro.
No infringement is intended. This story is a work of fan fiction, written by fans for fans of the series.

Demo or Die

In the entrance hall of the Lunar Court, the five ponies waited, wearing their robes and Element regalia.

Applejack stared upward at the immense entry doors.

"Rainbow, is it absolutely necessary for you ta touch the top of anything tall?"

"This place is so cool!" called down a distant voice. "You girls look like bugs from way up here!"

"An' Rarity! Quit trying ta flirt with them guards! Cain't you see they're not interested?"

"Just getting myself in the right frame of mind, dahling!" she replied, batting her eyelashes at the guard anyway. "Doing anything later, handsome?"

Applejack looked at Pinkie and felt worried. The pink pony had been sitting motionless in one spot for over ten minutes. There was a glazed look in her eyes, and her tongue lolled from her mouth.

"Uh... what're ya doing, Pinkster?"

"I'm picturing chocolate cake, gumdrops, jelly doughnuts with pink frosting and sprinkles -- the blue ones not the white ones -- pumpkin pie, licorice whips, double-fudge ice cream with marshmallow whip, caramel apples, sacks of penny candy, and a sixteen-course dessert menu with sweet tea and those fun little chocolate-covered mints for afterwards!" She blinked, and looked worried. "I think I've given myself mental sugar-shock!"

"Just picture a bicarbonate of soda. That'll fix ya up."

Pinkie beamed. "Okay!"

Sitting next to Pinkie was a large brown sack. It had also been disturbingly quiet, for the longest time. Applejack walked over and prodded it gently.

"Y'all raight in there, Fluttershy?"

"Mmm mmm."

"Ya shure you're gettin' enough air in there?"

"Mmm mmm."

"Uh... that was a yes there, wasn't it?"

"Mmm mmm!"

"All raight, then!"

Applejack returned to the doors, just as Rainbow returned to ground level as well. The blue pegasus picked up her robe and hurriedly threw it back on. They all stared at the doors. The noise level inside seemed to be reaching some kind of crescendo. Then it dropped to nothing.

"Sounds laik our cue. Rainbow, go uncork Fluttershy. And keep an eye on her! Don't want her running off and gettin' lost down here."

"On it!"

The doors slowly swept open.

"C'mon y'all," Applejack said, squaring her shoulders. "It's show time!"

The five of them trooped along the carpet under the watchful eyes of the entire Court. Rainbow came last, because she was having to practically shove a trembling Fluttershy ahead of her by brute force.

They came to the bonfire, passed around it, and lined up facing the dais.

Before them they saw Princess Luna, standing tall and regal in her spotlight. And directly in front of her was Twilight, her hood thrown back, her element crown set atop her head, her eyes blazing with power. She lifted her snout, and spoke in the Voice:

CITIZENS OF EQUESTRIA, WE PRESENT TO YOU -- THE ELEMENTS OF THE NIGHT!

A roar went up from the crowd, and there was a thunderous drumbeat of hooves. Twilight's gaze swept down to the five robed figures before her, one of whom was huddled on the ground, forehooves covering its head.

"Hoo-ey!" Applejack whispered to Rarity. "She's really getting into this whole Acolyte of the Night thing, isn't she?"

"Of course not!" Rarity retorted. "It's just a performance, remember?"

"Pretty darn convincin', if you ask me!"

As if hearing them, Twilight's gaze settled on Applejack.

ART THOU PREPARED?

Applejack wondered how they were going to make themselves heard in the immense hall. Then with a flash and a pop, something very like a soap bubble but made of flickering energy appeared in front of each of them.

"What in tarnation...!"

"It's an illusion spell," Rarity whispered. "It magnifies sound. Just stick your muzzle into it."

"Wayall..." Gingerly, she poked her nose through the shimmering surface. It fizzed on her skin like bubbles from a glass of soda water.

YES, INDEEDY WE ARE!

She flinched, hearing her voice echoing like summer thunder from the walls. Then she noticed Twilight was wincing as well and surreptitiously rubbing her throat. Oh my lordy... Applejack thought. Is she playing amp for us? Don't overdo it, y'all!

Rarity spoke next.

RRRRARITY IS RRRREADY!

Pinkie Pie bounded in place, then remembered and stopped herself.

BORN READY... TO PARTAYYYYY!

Fluttershy craned her neck up, just barely managing to reach her bubble.

um... as ready as I'll ever be...

Applejack rolled her eyes. Fluttershy could make even the Canterlot Voice sound timid.

Then Rainbow shoved her muzzle into her bubble.

HAH! HOW HARD COULD IT BE!

"Rainbow!" Applejack frowned at her. But the crowd appeared to be eating it up. They screeched and roared and stamped and bellowed.

THEN TAKE THY PLACES, AND WE SHALL BEGIN!

As Twilight had suggested, they arranged themselves in an open circle around the rear of the bonfire. Across the circle, Applejack could hear loud whispering:

"Ow! You stepped on my tail, Rainbow!"

"I did not!"

"Oh, you most certainly did! Hmp! I wasn't going to run away!"

"Oh yeah! Says you!"

Rarity leaned forward. "Quiet, you two!"

"Uh, Rarity!" Applejack whispered across to her. "Leave it be! Rainbow's jest helpin' her prime her pump, is all!"

When they were finally all in position, Twilight motioned with her head for Spike to join her, and together they promenaded down the ramp from the dais to take up the open space.

On her signal, they each focused on their Elements. Spike had brought himself a small cushion, and he sacked out on it. The rest lowered their eyes and concentrated, generating a swirling cloud of shadow energy above the flames as Twilight lifted her hooves and spoke the re-summoning spell.

The bonfire blazed up. Out of it a firey tornado swept upwards into the heights, filling the cavern with a burning maelstrom. And in the heart of the inferno something with way too many claws, way too many teeth, and way too many heads... peered around nervously as if unsure of itself. Then it spotted Twilight and the others far below, pulled itself together, and made a great show of bowing to them.

SUMMONED I COME, TO SERVE THOSE AS HATH CALLED UPON ME! WHAT IS THY BIDDING, O MISTRESSES OF THE DARK ELEMENTS!

Twilight's blazing eyes stared up at it, and she smiled.

YOUR PRESENCE IS SERVICE ENOUGH THIS NIGHT! WE WELCOME THEE TO OUR LUNAR COURT, AND WE CALL UPON ALL PRESENT TO RECOGNIZE YOUR GENEROUS INDULGENCE!

The crowd, which up to now had been relatively quiet, broke into a loud roar of approval, which rang from the walls. The demon, momentarily overcome by adulation, actually flexed a bit. Then he pulled himself together and became titanically horrific again.

I AM AT YOUR BECK AND CALL, O MISTRESS OF THE NIGHT, his voice boomed, AGAINST ALL WHO WOULD THREATEN THEE! He bowed again, impressively.

Applejack heard Twilight coughing roughly. Clearly her Voice was running out of steam. But she raised it one final time:

BE RELEASED THEN, AND WITH OUR GRATITUDE! HENCE!

The demon raised its many claws in eager triumph, and the vortex of raging conflagration collapsed downward into the bonfire, becoming mere nine-foot-high flames again.

Luna's voice rang out through the momentary stillness.

LET ALL ACKNOWLEDGE THE POWER, WISDOM, AND GENEROSITY OF OUR ACOLYTE, AND OF THE ELEMENTS OF THE NIGHT!

The walls of the Court reverberated with their approval.

AND LET OUR LUNAR COURT... COMMENCE!

They regathered in the shadows at the back of the dais, while Luna attended to normal Court business. Twilight was sipping soothing hot lemon tea that Pinkie Pie had prepared for her, using Rarity's magic to heat the water.

"I gotta admit!" Applejack said. "That was one heck of a show, gals! And I say that knowin' all the backstage stuff that went into it."

"I think we were splendid," Rarity said. "Though if we were going to take this show on the road, I would insist on our costumes being a little more -- distinctive. Basic black is all well and good but we need to shine!"

"Dunno 'bout that! Thought you was all pretty damned good myself!"

They turned to look. It was Fred, back in his demon-pony form, though he'd resized himself to normal pony height.

"Hi, Fred!" Then Pinkie looked puzzled. "Hey, I thought we banished him?"

Twilight shook her head. "I haven't spoken the actual banishing spell yet. I figured Fred might want to hang out with us for a few minutes after the show, before we sent him home."

Fred nodded. "You're very kind, Mistress! 'Specially that extra shout-out for me to the crowd. Gonna be a blast wavin that in everyone's faces downstairs! The Lunar Court! Me! Who'da thought it!" He beamed happily, then became serious. "And I meant what I said! Anyone messes with you, Mistress, you just say the word!"

"Hello, all! May we join you?" It was Luna, who had momentarily stepped away from her Court.

Then she spotted the demon. Her eyes went wide. "Oh. Ah. Hello, Fred. It is... agreeable to see thee again!"

Fred's eyes went wide. He fell on the stone floor, prostrating himself and shivering.

"Uh, Fred..." Twilight said to him, "This is Princess Luna. And she's very pleased with your performance this evening. Aren't you, your Highness?"

"Indeed we are!" Luna stepped cautiously closer. "We... hope thou can forgive us the excesses of the past. We have ill-used many in our service, and hope to make recompense. Along those lines... wouldst thou consider acceptable a position as ambassador to our Court?"

Fred looked up at her, astonished. "Would... that be a regular gig, like? With the summoning and everything?"

Luna nodded. "We would be pleased to consider you our Official Court Demon!"

"All right! Uhm... I'm exceedingly grateful, Mistress!"

Relieved, Luna nodded in response. "We shall leave it to our capable Acolyte to work out the details! Ah, excuse us! As always, duty calls." She returned to the spotlight to help settle a dispute between a gargoyle and a Morirohin, who were standing looking daggers at each other.

Fred stood up, looking dazed and unable to believe his luck. "I'd better get outta here quick, before anything else wonderful happens to me!"

Then he glanced around worriedly. He leaned closer to Twilight.

"Uh, hey, where's Oogha Boogha?"

"Oh, I... gave her the night off. She had some things to take care of!"

"Ah. Hope I don't know any of them personally, wouldn't want to be in their hooves!"

"She... did ask me to give you this." Twilight levitated over a basket of fresh-baked muffins. "Since you missed out on the cake last time!"

He stared at the basket. "Aw! Now that was sweet of her!" He glanced around. "Er, don't tell anyone I said that... bad for the image! Now, er, Mistress... if you've no further need for my services?"

Twilight nodded, and spoke the final banishing spell.

Fred took up the basket in his mouth and, waving a hoof, vanished in a puff of sulfuric smoke.

"He does seem awfully nice at heart," Fluttershy said. "For a demon!"

"Yeah, well!" Applejack frowned, "don't get too trusting. Deception is nine-tenths of shadow magic, ya know!"