Nightmare Night Town

by Foal Star

Rating: teen
Tags: My Little Pony: Friendship is Magic, Dark, Alternate Universe, Princess Luna, Adventure, Main 6
Length: 14519

On Princess Luna's first Nightmares Night she wanted it to last longer. But when she casted her spell it instead grew out of control and transformed Ponyville into a Town for Nightmare Night.

The events of this story take place after the episode Luna Eclipsed

Luna loved her first Nightmare Night. She had so much fun and was dissapointed that it came to an end. However she had a plan to see if she can stir things up by summoning the power of nightmares to trasform herself into a vampire and have more fun. But the Nightmare spread to Ponyville and now the town is trapped in a dimension where its always Nightmares Night. It'll be up to the mane 6 to find a way to save their town and to find Luna before its too late.

Published 2018-10-18 03:20:01 UTC
Last updated 2018-12-20 16:22:10 UTC

chapter one: The Witch's Brew

It was near midnight when Princess Luna finished playing as Nightmare Moon for Ponyville’s foals. She came down onto a park bench and layed down with sweat pouring down her face exhausted after scaring the foals for most of the night. Pinkie Pie was still wearing her emberassing chicken costume and was skipping along as she escorted the group of tired foals back to their homes. Pip stumbled along but when he looked up and saw princess Luna laying down on a bench. The little colt ran over to her with excitment printed on his face, He jumped on her and chirped, ”hey Princess Luna! I just wanted to say thanks again for scaring us that was a lot of fun!”

The princess bent down and nuzzled the little colt. “That’s right little one. I am happy that I could keep you happy.”

Pip giggled and exclaimed, “hey, next year you should pick out a new costume maybe a vampire that would be cool!”

Luna shrugged and cooed, “I’ll think about it but you should be heading off to sleep. I shall keep you safe from the nightmares that may follow this night.”

Pip squeaked “yes Luna I’ll go straight to bed!” He scampered off as Luna cooed, ”what a sweet colt, I shall keep thy promise and watch him this night.”

Twilight then came over and sat near Luna with her bells jingling. She gave an exhausted sigh as she straightened out her Starswirl the bearded costume and yawned, “well I think it’s about time everypony hit the sack.”

Luna sighed and gave a nod she was a bit sad that Nightmares Night was already over. She had a lot of fun despite being terrifying for half the night. The princess of the night just sighed, “Yeah well, thank you for helping me this night in understanding who I am.” The princess bent over and hugged Twilight and nuzzled her. “Thank you for being my friend.” The young unicorn blushed and simply nodded, ”yeah it’s no problem, please if you need somepony to talk to I’m here okay?”

Luna waved her mane from her face and cooed, “I shall take you up on that offer. But I must take my leave.” The princess of the night flapped her large wings and flew into the night. As she flew higher and higher above Ponyville, she looked down at the rest of the ponies still out and about enjoying the festivities of Nightmare Night. Princess Luna took in a deep breath then exclaimed in her royal Canterlot voice, “This is the end of Nightmare Night! I had my fill of foals sweets and shall take my leave! But be warned! I shall return next year, and I better be satisfied, or I shall eat you all!”

Many ponies cheered knowing it was an act. But some were still shaking with fear unsure if what Luna was actually saying was the truth.

Luna then flew through the night sky as she whispered under her breath. “I wonder if there's a way to continue Nightmare Night?” Princess Luna thought for a little and wondered if there was a way to make the night last longer just for a little bit. Then a thought hit her, and her head rose with a smile she then instead of flying towards Canterlot she took a U-turn and veered towards the Everfree Forest.

The princess flew for a while through the dense trees of the Everfree Forest and with only the moon’s light shining down being the only light she had. The mare landed near an old graveyard she looked upon the rusty broken down the fence which surrounded a field of dusty tombs, and the old cracked gravestones dotting the place. It was ancient and an eerie sense that something was wrong here. Luna slowly walked towards the center of the graveyard seeing a slight mist covered the ground making it feel as if she was walking on a cloud. She continued towards the center shaking a little with the hairs on her mane sticking up even after a thousand years the princess of the night was scared of this cemetery. Luna then came upon an old well with the stones cracked and covered in green mold. She looked down into the abyss of black water and whispered, “this is the great pool of fear, this is where I learned to combat nightmares when I was a foal.”

Luna peered down into the depths of the black water and saw nothing but the moon's reflection and stood there for a good few minutes gaining herself. She then took a deep breath and whispered into the pool. “You don’t scare me anymore! I am your master and heed my words. I wish for you to transform myself into a creature of darkness to bring fear into the hearts of ponies!”

She lit her horn and peered into the well once more and saw her face contort, and grew smaller her ears perked up and with her fur growing out and became fluffy. Her irises turned from a dark blue to a dark red color. As the transformation finished she rubbed a hoof across her face knowing the look of a bat pony if she ever saw one. The princess stepped back groaning as her wings lost all their feathers and slowly grew out as two leathery bat wings protruding from her sides. Luna laughed an evil laugh and leaped into the air flapping her big leathery wings and shouted, ”yes, I am Luna! The vampire bat pony! Nightmare Night shall continue!"

But the well continued to bubble and brew with a glowing mist frothing from the depths. Luna gaped in horror at the terrifying mist and shouted, ”wait! This isn’t what I wanted!”

She held horn with it lighting up and using her power to create a wall of magic trying to force the fog back into the well. But the mist just seeped under Luna’s magical barrier started to come forth and went straight for Ponyville.

Twilight slowly woke the next morning and the first thing she noticed was that out of her window it was still night. The unicorn slowly got out of bed and groaned feeling her body ache and her bones cracked. It felt as if her whole body was in pain and felt fragile as if she was about to collapse under her own weight. The mare rubbed her head and grumbled, ”What did I drink last night?”

The mare gaped hearing an odd old mare’s voice like a cragily old grandmother. She hobbled to a cracked mirror and saw her face. It was that of a old mare with her fur now a dark grey full of wrinkled with a scraggly long white mane and tail, she had a considerable hunchback, and her nose was big and fat with a big nasty wart on the side of the fleshy mass. Twilight turned away in disgust and looked around to see that the basket where Spike slept. Instead of a young dragon she saw a black cat curled up inside which made her shout angrily, ”Spike! Get up!”

Spike jumped up and MEOWED! Flying into the air and plopping back into the basket. He tumbled out showing his big green eyes and shouted, “what the hay Twi-”

He looked up horrified at Twilight looking like some old hag and asked, “what happened to you?”

Twilight shrugged and snapped back “I have no idea, I just woke up like this!” She blushed hearing herself shouting like an old lady. She watched as Spike got up stretching his body out, and yawned, “Alright, alright don’t need to be so angry.”

He blinked feeling his body was somehow shorter than usual. He looked around at his long black tail coming out of his backend. “Uh...wh..” he then looked down at his small paws and shouted, ”wait I’m a cat!”

He leaped into the air again, but this time he landed back down on his feet. Twilight agitated just snapped at her assistant, ”Spike your a cat just deal with it! We need to figure out what happened?! Did you have something to do with this!”

Spike was still stunned as he looked himself over in the cracked mirror. “Of course not!? I don’t know what’s going on here?” He then gave another meow and then instinctively began licking his body over.

Twilight rolled her eyes and grumbled, “this isn’t time for a cat bath.”

But the mare just looked around the room seeing that everything had changed. The floors and walls were now made of some black rotting wood, and her bookcases were now filled with cobwebs, jack o lanterns and bats roosting in some. Twilight scratched her head and grumbled, “Huh? Is this some sort of weird dream maybe?” She hobbled through her bedroom door and pushed it open with a loud annoying creak. Twilight looked down at her library seeing the same fixtures like how it was in her bedroom, creaky old bookcases full of webs and bats. She hobbled down the stairs and went about looking at her books which now had spiders printed on the spines, or creepy blood shot eyes. They were dusty and smelt of mold, but it was an object in the middle of the room which concerned Twilight’s interest. She walked over to a huge bubbling cauldron that frothed a strange mist from within pouring over itself and covering the ground in the fog. She gave a crackle and whispered, ”looks like I was brewing something.”

Spike jumped on top of the cauldron seemingley out of nowhere freaking Twilight out as she stumbled back. Spike didnt notice and sat at the edge of the vat looking down and scoffed, ”yeah it looks like something Sweetie Belle would make.”

Twilight crackled a little and peered down into the brew. It was a dark green slimy liquid full of disgusting things like bat wings, hoof clippings, she even spotted a dead newt floating around. Horrified Twilight stepped back and crackled, “what is this? Why would I make such a disgusting potion!”

Spike jumped onto the ground and replied, “maybe you're right this has to be some crazy dream.”

Twilight gulped and whispered, ”I hope I’m right.” She then turned to see an open spell book on a pedestal made of bone near the cauldron. She slowly came forward and read the spell. “Frog goop curse? Anypony who drinks this potion shall turn into a frog for an hour. To increase effects add more newt.” Twilight scratched her head and scoffed, “why in the hay would I make such a stupid potion.”

Spike was now rubbing his body over Twilight and asked, “did you think of turning Pinkie Pie into a frog?”

Twilight gave a long witch's cackle making Spike jump back with his black fur pointed up as he hissed at the witch. The mare stopped and blushed as she apologized “sorry, my laugh is kind of creepy.”

Spike still on edge growled, ”creepy? More like scary beyond anything I’ve ever heard. Please don’t do that again.”

Twilight spat back. "Oh hush whiskers I can laugh whenever I want." She turned around to see a black cloak on an old creepy coat hanger with a old witch's pointed hat hanging above. She slowly trotted over and began to dress herself in the black cloak she then fitted black pointed hat squarely over on her head. Spike came by and chuckled seeing Twilight dressed up amd commented, “you're a genuine witch now Twilight. Now all you need is a broom."

She scoffed, “watch it Spike or I might turn you into a broom.” Spike squeaked at the notion not fully sure if Twilight was just joking. But the mare just preceded with going out the door and came upon seeing what happened to the rest of Ponyville and that was when her mouth dropped. Ponyville was covered in a thick mist, and that it was still night, the houses now looked like run down mansions with boarded-up windows and falling apart. The street lamps were replaced with large jack o lanterns that lit up the cobblestone streets in an eerie orange glow. The statue of Celestia was now a statue of Nightmare Moon with her wings spread apart and looking down upon Ponyville with an evil grin. Twilight slowly turned around to look upon her own library and saw that it was now a giant black spooky tree with cragliy branches and two evil-looking eyes for her windows, and the front door was fixed to look like a twisted smile. The mare looked up with fear printed on her face and just whispered, “h..ho..how did this happen?”

chapter two: A Maze of Corn

Twilight in her old witch form hobbled along through the dark and foggy streets of Ponyville with Spike the black cat lurking around her with his glowing green eyes piercing through the fog. They continued their way through the town seeing the shops and houses all boarded up with cobwebs draped over them like sheets. The two utterly amazed at what they saw, many of the town ponies have been transformed into monsters, of all kinds. Mostly, ghouls, ghosts and skeletons walked around the streets seemingly accepting their ghastly forms giving the two evil grins or trying to scare. The two confused turned to see that Lyra was now a demonic creature with a fork like tongue and flying through the air on red leathery bat wings hissing and firing flame her pitchfork. Bon Bon was wearing a hockey mask and standing silently with a machete in her mouth just staring at the two with a blank expression.

Twilight and Spike hurried along freaked out by that cold gaze. They both came to the schoolhouse and Twilight exclaimed, “The schoolhouse! If anypony is still sane, Cheerilee should be!” The mare hobbled over and peered through the window and saw that the place was as creepy as every other building with the desk broken and falling apart, with the windows boarded up and cobwebs scattered over the place. But some of the students were transformed by the curse were still sitting in class. Snips and Snails were both zombies with rotting flesh and only pieces of their coat, both had blank faces moaning. Button Mash was now some sort of ghost with a big white round body and a creepy smile. He had two fins for arms on either side of his round body and used them to cover his face for some reason. Silver Spoon was now a little silver-haired werewolf pup growling and tearing her homework apart. Diamond Tiara was beside her she was now just a creepy porcelain doll with an old style pink raggedy dress and a foal’s bonnet wrapped around her head. The hair fell over like strands of yarn and she had a creepy smile painted on her face. Then out of nowhere, she turned to face the window, and Spike leaped up again hissing with freight. Twilight just gave another cackle. “I think those forms are fitting for those two. I couldn't think up better curses myself.”

Spike gave Twilight a suspicious look and growled, “Yeah but we can’t just leave them like this.”

The witch scoffed, “Alright alright Whiskers don’t worry I’m still going to try to save Ponyville.”

Twilight then burst into the classroom door as Spike followed behind and grumbled, “stop calling me Whiskers.”

They came upon Cheerilee who was wearing a bloodstained lab coat with her mane which was now spikey and pointing in all directions. Behind her was a table with lightning rods jutting out from the head of it and a huge switch near them, but on the table itself there were torn straps of leather clearly torn off by something huge and strong, and in front of her was a table full of different vats, flasks, and beakers filled with glowing bubbling chemicals creating a froth of mist that covered the floor. The mare was just shouting crazy nonsense in the air. “As I throw this soup of acids and chemicals together! I will create an explosion ten stories high!”

Twilight scoffed, “oh please, ya crazy loon that’s all you can do? I could turn your entire class into mice with some snot balls and my cat’s urine.”

Spike squealed and hopped back as Cheerilee pointed a hoof at Twilight. “How dare you insult me you hag! I am the great scientist Dr. Cheerstien! I just finished my ultimate creation too bad He ran off!” She then pointed to the chalkboard behind her where crazy formulas and drawings of brains had a huge gaping hole in the middle. The crazy teacher then threw her hooves in the air and proclaimed, “most of my class ran off with him too! Just as I was about to perform my most dangerous experiment!”

Spike came up whispered into Twilight’s ear. “Twilight, the only students left here are those who don’t really know what’s going on. We need to get them out of here before she blows the place up.

Twilight tapped her hoof to her nasty wart and grumbled, “I think I have another idea she went over to the werewolf pup that was once Silver Spoon and plucked some hairs off her head and then took a piece of flesh from Snails. Twilight then threw them in a beaker and poured another chemical into the same beaker. Cheerilee watched with a twisted face of anger “What do you think you're doing?”

Twilight shook it a little, and as the concoction began to bubble she exclaimed, “cursing you, sweetie!” The witch tossed the vial into Cheerilee’s face as it exploded and sent its contents over the crazy scientist who screamed as she withered and morphed into a pink blob. Twilight snickered evilly as she took a jar and captured the blob sealing it tight, “there you go now ya sit tight while I fix this.” Twilight then walked off still cackling as Spike hissing ran after the witch and shouted, “you don’t think that was over the top!”

The old witch shrugged, “I don’t know it’s all I could come up with but we don’t need to worry about her anymore. So we can just focus on stopping the real curse.”

Spike eyed Twilight and protested, “I’m not so sure, you're becoming more and more like a witch by the second it’s getting creepy.” Twilight scoffed, “yeah, as if, don’t worry about me Spike I can take care of myself.” The mare continued on her way with a humpf. Spike just shook his head, and after some time they eventually came upon the center of town. There was a big evil looking clock tower made of black cast iron, The clock's face has the one through twelve shown as Roman numerals with an eerie green glow coming from within. The big crooked hand was on the one and the little finger on the Twelve. Twilight looked upwards at the clock and whispered, “What is this?”

Spike looked up and saw that standing over the clock's face, there was a pony’s head built out of cast iron with gears rotating around the inside of his head. The creature looked down with the grinding of metal and clanking of gears echoing throughout the cobblestone streets and spoke with a voice that sounded like gnashing metal. “Hello? Who’s there?”

Twilight looked up and cackled, “I’m Twilight Sparkle who might you be?!”

The head of the clock tower smiled and exclaimed, “Twilight thank goodness you're here! I’m Dr. Whooves! I was turned into a clock tower by that strange mist. Did you transform as well you sound strange?”

Twilight scoffed, “yeah I got turned into some witch, what the hay are you supposed to be?”

Dr. Whooves explained. “I’m what you see some sort of automatron. That’s what Nightmare Moon explained to me earlier. She also told me if I saw you or one of the elements of harmony I was supposed to give you a message.”

Twilight gasped and asked, “did Luna turn back into Nightmare Moon again!?”

The doctor shook his head and explained, “no I think their two different ponies now. As Luna came by not too long after Nightmare Moon and seemed like she was in a rush asking about another Vampire.”

Twilight groaned and rubbered her wart as she asked, “just tell me Nightmare Moon’s message.”

Dr. Whooves continued, “She told me that if you don’t find the well of nightmares and cast the jewel of nightmares that Luna now possesses into its depths before I strike midnight. Ponyville will forever be trapped in this never-ending nightmare night!”

Twilight stomped a hoof and shouted, “where is Luna then!? Just point me in the right direction so I can end this insanity.”

Dr whooves sighed and shook his head as he explained, “I don’t know, I think I saw one either Nightmare Moon or Luna fly over to that creepy farm over there.” Dr whooves pointed his head eastward as Twilight rolled her eyes and shouted, “fine! At least I can check on Applejack and see how she's doing!”

The witch stomped off towards the abandoned looking farm with Spike started to slink away following Twilight.

They came upon the farmhouse it looked creepy with its rundown look with broken windows and dead trees dotting around the front yard. There standing beneath the desolate farm was something stumbling towards them like a zombie of some sort. Both Twilight and Spike were stunned at her and were horrified unsure what to do frozen in place. The creature hobbled forward in the moonlight where they could see what she was. Granny Smith was now a scarecrow with her body made of hay, and her dress was old and tattered, her face was a burlap sack with her face formed inside making it looked like her eyes and mouth were hollow. The old mare came over grumbling, ’what ya darn hooligans up to this time! Did your crazy magic do this time Twilight!?

Twilight snapped back from her fear and hobbled over and snapped back, “who ya crazy ya brain dead scarecrow! I came to save your sorry rump!”

Granny Smith shouted back, “I got no need of your crazy magic! I was doing just fine without ya! Now bugger off!”

Twilight’s eyes narrowed as she took out another vial from within her cloak .”This here will turn you into a frog! If you don’t get out of my way, your going to be eating flies until I fix this mess!”

Before Twilight could hurl her concoction at Granny, Spike jumped into the middle of the two and shouted, “you two stop this right now! We need to find Applejack or were going to stay like this forever!”

The two old mares stopped their fighting as Twilight rubbed her face and sighed, ”look we're here looking for Applejack. Do you have any ideas where she is?”

Granny scoffed and pointed to a field of corn not far off and answered. ”She’s in that corn maze somewhere, I think she needs our help, but I can’t do anything like this.”

Twilight and Spike looked towards the maze and they both blinked in surprise. The apple orchard that once stood was now a large field of ten-foot corn stalks that seemingly looked like a forest made entirely out of corn. Twilight gulped as she made her way to the front of the maze and saw Apple Bloom standing there with a blank face but she also had a creepy smile on her face. The filly was wearing a black old style wideawake hat and a plain simple black dress with buttons going down the middle, and her mane was braided into two ponytails that drooped behind her ears.

Twilight hobbled over and asked the filly, “so what’s this we enter the maze?”

Apple Bloom gave a simple nod and with her creepy blank expression she murmured, “that’s correct, this is the maze of corn all bow to it and praise its glory.”

Twilight rolled her eyes and hobbled through as Spike followed behind. They continued through the maze for some time seemingly getting lost many times. They continued through the maze for what seemed like hours, with Spike growling and hissing getting frustrated and feeling a sense of dread he asked, “Twilight are you sure you know where we're going? It seems like we’ve been running around in circles.”

In frustration, the old witch just threw her hooves in the air, “I’m not sure! Everything looks the same so it’s nearly impossible to know if we are just wondering around!”

Then upon hearing rustling from the corn stalks, they both looked around with scared looks and then a low rumble like a chainsaw could be heard. They stood there frightened and unsure of what to do but then the mayor of ponyville burst through the corn husks. The clown afro was now scraggly, and her white painted face was streaked with red, her outfit was a dirty rainbow-colored clown suit with stains of blood splattered over it. She gave the two scared creatures an evil laugh as Spike stepped back and meowed, “I take back what I said about how clowns aren’t scary...run!”

The two began to run through the maze as they were chased by evil laughter and the sounds of a chainsaw rumbling nearby by. But the two somehow ran straight to see Applejack. She was a jack o lantern now with a rotting pumpkin for a head, and an evil looking face carved into the pumpkin and an orange glow emanated from behind the carving like a flame. But what assured Twilight this was Applejack was the cowboy hat sitting on top of the mare’s pumpkin head. But she was stuck on top of a scarecrow body made of hay with a tattered plaid red shirt and torn pants with a patchwork of cloth to fill the holes. She was kicking about frantically and shouting, “somepony help me down!”

Twilight turned to the clown with the chainsaw running straight for them laughing maniacally and shouting, “time to harvest the corn!” Then a thought came through Twilight's head and she looked down at the vial she threatened to throw at Granny Smith and tossed it at the vicious clown it exploded raining the potion on her as she slowly turned into a frog just ribbiting as it hopped off into the stalks of corn. Twilight sighed in relief as she helped Applejack untying the ropes strapped around her body. But the fragile scarecrow body of hay just crumpled to a heap as the Jack-o-lantern plopped down with a crunch.

Twilight gasped came to her friend and asked, “Applejack are you okay?”

Applejack reattached her head to the body as it slowly got up it swayed about, but Applejack eventually got the body of hay to stand on all fours as she asked, “I am now, but what’s going on here? And why are you a witch?”

Twilight groaned and explained. ”It looks like some crazy spell Luna used that caused this whole mess. By the way, did you see her around?

Applejack scoffed, ”figures, with a crazy alicorn going about something like this was bound to happen. But yeah I think I did see Luna. She was chasing another vampire through the skies I think they were heading to Fluttershy’s place.”

Twilight cackled loudly “We have a lead! Come on we have until midnight or were going to stay like this forever!”

Applejack groaned as she stumbled about following Twilight. “Just wonderful, I wonder how this night is going to get worse?” She then squealed in freight as Apple Bloom appeared seemingly out of the corn stalks with her blank expression and whispered, “Can I come with you sister, it is the will of the corn that tells me to go?”

Applejack rolled her eyes. “Of course ya can, but don’t creep up on me like that and what the hay are you talking about the will of the corn?”

The filly with her blank expression just gave an ominous giggle and whispered, “you’ll see soon enough.”

Chapter three: The Spider's Web

Twilight lead her odd trope of horror creatures through the dark and desolate streets of Ponyville. They eventually came upon Fluttershy’s place which used to be a quaint cottage sitting on a hill where before cute bunnies romped and played in fields of flowers. Now there was a smelly, steaming swamp filled with dead trees and weeping willows with a rundown cottage half buried under the swamp water. The troupe came upon a dock built with rotting wood with rats scurrying around the planks. Spike’s cat-like instincts were kicking in as he got into a pouncing position watching the rats with intense scrutiny. Twilight turned and growled, ”hold it Whiskers, we may need these rats to help us locate Fluttershy."

She looked over and saw Derpy Whooves who was among the rats she was huge and fat with thick buck teeth with two pointy ears dark red eyes and a long worm-like tail coming out of her back end. She was chittering at the other rats as if they were in some deep discussion. Twilight came over, and in a surprised tone she asked, “Derpy is that you?”

The big rat looked around ears perked up as she stammered, “Twilight is that you!? Why are you a witch!?”

Twilight was going to explain, but Spike suddenly jumped on top of Derpy making her throw him off and stepping back hissing at her assailant. But Spike stood up with his fur spiked, was hissing right back. Before Spike could jump again, Twilight sent a magic bubble encasing the cat inside. As he scratched and hissed, Twilight was irritable as she continued, “as I was trying to say. Luna accidentally unleashed a curse causing this insanity were here trying to stop it. Now Applejack said that she saw Luna come over here did you see her?”

Derpy tapped a paw to her face and exclaimed, ”yeah I think she went into the creature hut.”

Twilight rubbed her wart and asked, “what's that?”

Derpy pointed to the cottage “the “creature hut” is a club for the many ponies transformed into animals. I was there for a little bit, but I was more interested in talking to my fellow rats who were kicked out."

Twilight snickered and turned to the cottage “well it was nice talking to ya, but we should get going.” She then continued on her way with Spike crawling and meowing scratching at the magic bubble. They all came onto the leaky canoe as twilight lit her horn and used it to move the small wooden boat through the swamp water. As they entered the flooded cottage, their mouths dropped seeing a huge party with flashing orange and green lights flashing down over the dance floor. There was mostly werewolves, and vampire bat ponies dancing, most were jumping up and down to the beat not really caring about the newcomers. The odd trope continued on the floating boat until it hit the dry wood and they all stumbled off and looked up to see Vinyl Scratch above the crowd playing the turntables. She was now a slimy green scaled swamp creature with floppy gills on either side of her face, she also had huge disgusting green fish eyes looking at either direction. All the while she was using her webbed hooves to play the scratch table. Applejack bent down and whispered to the group, “I’m betting that Fluttershy or Luna has to be here somewhere.”

Twilight nodded in aggrement and whispered, “let’s look around if you see her inform everypony okay?”

They all nodded in agreement, and they went about the swamp party going through the many bat ponies and werewolves trying to see if anyone of them resembled the yellow pegasus. Applejack came over to a group of werewolves and shouted, “listen up!” Every werewolf looked around at the Jack o lantern on top of the scarecrow body. “I need to ask to do any of you know if Princess Luna was here!?”

One of the big ugly werewolves was curious and picked the Jack o lantern off from the body of hay. Applejack shouted "hey stop that bad dog!"

The werewolf just howled as he started to throw the pumpkin around between some of his other werewolf friends. As her head was being thrown about Applejack shouted and protested, ”hey stop that! I’m not a bucking ball!”

They just howled and continued throwing her around even more. Twilight, however, saw something in the back of the rundown hut. It was a table made of spider web woth two weird creatures sitting by it. There was a huge yellow spider with eight beady blue eyes, and eight freaky stilt like legs. But what gave her away as Fluttershy was instead of three pink butterflies for a cutie mark there were three pink spiders printed on her abdomen. She was sitting on a stool made of her own web having a weird mist covered drink. The other odd creature was a pegasus wearing a black cloak that covered her entire body, she also had two black feathery wings that sprouted from her back. The cloaked mare was sitting on a stool made of web as well drinking a mug with some weird mist pouring out of it.

Twilight hobbled over and croaked, “Hello, are you Fluttershy?”

The yellow spider looked up and was a little frieghtened by the witch and stammered, “y..yes..what do you want?”

Twilight abit annoyed shouted, "Im Twilight! Can't you tell!?"

Fluttershy squealed and hugged Twilight with her long stilt like legs. "Oh, Twilight Im so happy to see your okay!"

The mare shivered seeing Fluttershy's huge pincers up close dripping with venom and pushed back as she stammered, "y...yeah its good to see you to."

Then out of nowhere a giant disgusting looking fly landed on the spider's back making weird sucking noises as it rubbed its proboscis all over Fluttershy's back. Twilight stepped backwards with a look of disgust and shouted, "what the buck is that!?"

Fluttershy just waved a leg and cooed, “oh don’t worry, that’s Angel he’s a fly now.”

Twilight rubbed her eyes in disbelief and asked, “but you're a spider don’t you eat flies?”

Fluttershy shook her head and stammered, “no, why would I eat bugs?"

She then took her fly into two of her legs and cuddled it. Twilight rubbed her head with confusion. The hooded skeleton rolled her eyes and scoffed. “Yeah I know it’s weird. I’ve been trying to tell her that spiders eat flies for hours.”

Twilight eyed the mysterious pegasus and scoffed, “who are you exactlly?”

The pegasus just threw her hood off revealing a skull of a pony with red glowing lights in her eye sockets. She gave Twilight a menancing glare and shouted, “I’m Rainbow Dash you egghead!”

Twilight blushed and asked, ”oh I’m sorry it’s just well your new look.”

Rainbow Dash flapped her big black wings and grumbled, “Yeah I know it’s weird. I think I’m the angel of death or something.” A giant black crow plopped on top of her back with its dark red eyes staring right at Spike. The cat was getting ready to pounce on the bird, but Twilight quickly plopped him back into a magic bubble. He hissed and scratched but Twilight just turned her head towards Rainbow Dash and asked. ”Who’s the crow?”

The crow cawed out. “Scoot! Scoot!”

Rainbow Dash rolled her eyes and growled, “Yeah, it’s Scootaloo she won’t stop cawing like that.”

Apple Bloom came over and asked in her creepy monotone voice. “How about if we give her some corn? I’m sure she would love that.”

She produced a cob as Scootlaoo flew down snatched it and flew off to eat it somewhere in the rafters. Rainbow Dash scoffed, ”thanks Apple Bloom she was starting to get on my nerves.”

Apple Bloom bowed down and whispered, “I am not the one you should thank, it’s the great almighty power of the corn.”

Rainbow shook her head and gulped down her brew. “I thought Scootaloo was acting weird.”

Twilight was getting irritated as she shouted, ”okay enough! Just one you tell me where Luna is!”

Fluttershy scuttled back a little scared by Twilight's tone and ansewered. “I don’t know? I mean she was here for a few minutes asking about a vampire pony as you see there’s like a hundred of them here.”

Twilight shook her head and stomped a hoof on the ground in agitation. “Did you see Luna anywhere!? I need to find her so I can get this all turned back to normal!”

Rainbow Dash looked over and explained, “I think I saw her she was dancing with one of the bat ponies for a little bit..she...she looked a lot like Rarity. But, I was still trying to figure out what was going on so wasn't able to get a good look.”

Fluttershy nodded and continued, “yeah I’m sorry too, I was busy trying to figure out what a happened to my cottage. Then all these ponies and werewolves burst in with Vinyl Scratch demanding to have a party here.”

The witch turned to see Vinyl as some swamp monster gurgling and flopping her gills around making Twilight's face turned green. “That’s disgusting.” She then turned to see the werewolves bouncing Applejack’s head around like a ball with her shouting, “hey stop it! I’m gonna rip you apart when I’m back on my body!”

Twilight came over with a fury she shouted, “hey! The next werewolf who throws my friend’s head is going to be turned into a wart-covered frog!”

The werewolves turned around one taking Applejack’s head and scoffed, “oh yeah? There’s a dozen of us and one of you.”

Rainbow Dash flew over with a cloud of dark shadows forming around her. She slowly walked towards them with her eyes glowing red as she slowly removed a scythe from her back and growled in a threatening tone, “The next fool who threatens my friend is going to feel the wrath of my scythe!”

The Werewolves whined and whimpered like puppies and stepped back as the one with Applejack's head through it to Twilight and stammered, ”yeah..yeah we’ll get going.” Rainbow's dark eyes glowed red as the werewolves all yelped and scampered off. Twilight sighed in relief and turned to the reaper and whispered, ”thanks Rainbow Dash, I was out of potions.” Rainbow pulled the hood of her cloak down and grumbled, “yeah, yeah we should head over to Carousel Boutique and see if we can find Luna.”

Fluttershy scuttled over and asked, “but first can we please get the rest of these monsters out of my cottage? Even as a Spider I do like my privacy.”

They all turned towards Vinyl the swamp monster still jamming away. Twilight pondered for a second rubbing her wart she then turned to Rainbow and asked. "Why don’t you just scare everyone as you did with the werewolves?”

Rainbow Dash looked down at the jack o lantern and smirked as she scoffed, ”I could, but there’s a lot of monsters I’ll need some help from all of you…”

Vinyl was entranced by her turntables the music roared with shrills and shrikes with the powerful them of her EDM. It was an impressive blend of horror and modern music, and with her new sense of perception, it seemed to have improved her hearing allowing the mare to improve the sound qaulity. As she played her spintable Vinyl scanned the room with her fish eyes and noticed Fluttershy the spider was crawling around the rafters spinning a substantial thick web covering the entire roof of the cottage like a cloth of silky white strands. She then turned to see that the witch that came in earlier was brewing something in a giant black pit near the back of the room adding a dead frog, a rat’s tail, and a gallon of swamp water. The concoction was boiling with a mist coming down covering the dance floor, Vinyl was concerned as she got up and shouted, “hey what do you think!?”

Before she could say anything else the pot exploded and the room was shrouded in a black fog blocking all light. The music stopped, and every creature there looked around terrified and out of nowhere a creepy filly’s voice whispered, ”she’s coming...she’s coming…”

Then a dark red light glowed in the center of the room. Two giant shadows of wings spread outward and covered across the red glow with a crow in the back cawing and cat hissed and meowed. A glowing pumpkin head attached to a winged horse body reared upward wielding a scythe in her mouth as she shouted, “Leave now! Or I will claim your soul!”

The pumpkin’s face roared with fire as every monster in the cottage began pouring out and running for their lives. Vinyl, however, was growling seeing the entire ruse and jumped downward and roared coming straight at the skeleton figure. But she squeaked as her body was starting to be covered in thick globs of web, soon she was completely wrapped up in the silky mesh of spider web. The fish monster was then jolted upwards into the ceiling as Fluttershy spun down to face Vinyl. She gaped in fear seeing Fluttershy’s beady blue eyes staring right back as she apologized. “Hey, I’m sorry for ruining the party. But this is my cottage, and I really would appreciate it if you would take it somewhere else.”

Vinyl was horrified looking at those eight creepy eyes and pincers dripping with venom. She just nodded and whimpered, “yeah sure whatever just don’t hurt me.”

Fluttershy then led the trembling Vinyl down with her webbing as she continued to apologize, “I’m so sorry I didn’t mean to scare you.” Before she could say any more, Vinyl jumped into the water and swam off. Then the dark shadows began to dissipate, and the place was now quiet for a few moments, But then out of nowhere Derpy poked her head in and asked, “can we come back in now?”

Fluttershy gave a nod and cooed, “yes the monsters are gone you can all come in now.”

Derpy turned and gave a few chitters then a low rumble could be heard as a swarm of rats stormed through the cottage like a plaque. Everypony felt sick watching the plague of rats running around their hooves like a river made of grey fur and worm tails.

Twilight shook her head and grumbled, “This is just getting weirder and weirder, but Fluttershy you're going to be okay staying here by yourself?”

Fluttershy was just letting the rats scurry around her as she answered. ”Well I technically won’t be here by myself, but if you need anything, I’ll be here to help.” Twilight and her friends all began to walk onto the canoe with Spike still in a magic bubble, Rainbow Dash carrying Applejack's head and Apple Bloom leading the body made of hay with a rope. Then as they began to float on the swamp with Twilight guided the canoe with her magic heading a course back to Ponyville. Rainbow Dash thought about Fluttershy and shivered then whispered in a terrifed tone. “Dear Celestia, if Fluttershy knew how terrifying she was and actually tried to scare ponies. She would definitely be more freightening than me.”

Applejack who was growing frusrated bounced around and shouted, ”yeah we get it Fluttershy is creepy as buck! But please can you put my head back on my body!?”

Rainbow blushed and helped fix the jack o lantern to the body of hay and apologized, “sorry Jackie Lantern.”

Applejack pondered tapping a hoof to her chin. Why did Rainbow Dash call me Jackie Lantern?

Chapter four: Rarity's Castle

The odd troupe continued their journey through the spooky version of Ponyville they eventually came upon a dark black manor with the spiked tower where Rarity’s boutique was the manor looked like something from a gothic horror story. The place was a dark and ominous manor with a field of dead black grass with rose bushes covered in black roses. The door in front had two evil looking gargoyles in front. Twilight gave the place a long look completely amazed and gulped as she whispered, “surely Luna has to be here.” Twilight continued to hobble to the door slowly and knocked on the huge thick wooden doors. They opened up by themselves revealing a lobby with ominous candles lit from within glowing deep in the darkness. Fog spilled out of the doorway like a river of deep foam that poured outward. An ominous gong rang out from a bell, and they looked up to see a hunched back mare hobbling down the steps. Her body was covered in a black cloak wrapped in chains and ropes. Her face was disjointed with her eyes spread out across her face disturbingly. The crooked old mare came forward and bowed before them as she explained, “hello I’m Madame’ Belle and I’m the bell ringer may I help you?”

The troupe all looked at each other with unsure looks. Apple Bloom came forward and bowed, “Hello old friend, we are looking for Rarity is she here?”

The old mare was confused and bowed. “Oh yes, master Rarity is upstairs please follow me.” They all shrugged and followed the old hobbling mare up the stairs.

As they all slowly went up the stairs, they could hear strange organ music coming from one of the rooms. Sweetie Belle opened one of the doors revealing a room with benches lining down the long hall. Octavia was sitting down at the end of the room playing a giant organ blasting ominous music with her hooves. She wore a long white transparent dress that flowed around her, with the fabric itself torn and yellowed. Everypony watched with awe memorized by the music, but Sweetie Belle turned around with irritation and growled, “keep it down! My master does not wish to be disturbed!”

Rarity blushed and turned her head revealing a ghastly skull covered in a rotten torn veil with worms and maggots coming out of her eye sockets. The mare bowed her head and whispered, “sorry."

She then began to play the organ again but a bit softer. They continued their trek, and soon they came through a long hallway manic laughter, and odd noises came from one room. Twilight peeked inside to see a Money Bags was a great hulking brute still wearing a suit grunting as his wife was now a medusa with a hair made of snakes hissing and spitting drinking a cup of wine. The mare was frightened, and she quickly shut the doors before they could see her.

They continued down the room looking among the ghastly ghoulish looking guests at the cocktail party all seeming to be unconcerned of their forms. The two continued down the row until they came upon the middle of the room. Here Luna was in her vampire form talking to Rarity who now also looked like a vampire with two bat wings coming out of her back and small teeth coming down her bottom lip.

Madame Belle hobbled over and bowed as she exclaimed, “Rarity, I have with me some guests who wish to speak to you.” was to follow them and bowed mistress your friends are here. She flew over slowly unfurling her wings and showing herself and gave the mares a chilling smile. “Oh Darlings! You actually came!” Good Evening! did you come to join my fabulous Nightmare Night party?”

Twilight gave her a sheepish smile as the mare explained, “Well not really were here to see Luna do you know where she is?"

Rarity blushed as she waved a hoof, "oh Luna, well I must say darling we had quite the evening. First I found her at this strange looking clock tower. She seemed lost and confused, and together we flew through the night as we came back to my place. Then seeing many other ponies looking like us. So, we all decided to throw a huge Nightmare Night party!"

Applejack was grumbling as Scootaloo the crow was pecking at her head, and she shouted, "that's all wonderful, and all but what we need to know is where Luna is right now? Can you point us in the right direction?

Rarity clopped her hooves together with delight and exclaimed, “oh! Well, you’ll be happy to hear she’s here right now having the time of her life if I may add.” The vampire pony pointed towards the black coated alicorn vampire with her big black wings dancing and seeming to be having a good time. The troupe quickly came over to Luna who despited vampire wings, pointed teeth, and a strange red brooch that was on her chest. She was quite recognizable as the princess of the night. The princess was dancing along to the beat of the beat of the classical music waving her mane about with a glass filled with some strange red liquid in her magic.

Twilight eyed the princess of the night with caution and nervously asked, “hey Luna!”

The princess turned around with giggle seeing twilight looking like an old hag and squealed, “oh Twilight! It’s so nice to see you!” She flew over and hugged her into an embrace. The purple coated unicorn squirmed about as Spike snickered behind her. Rainbow Dash slowly trotted up and just rolled her eyes and made a blah sound.

Twilight eventually broke the embrace and asked, “hey Luna, we need to ask a favor.”

The princess eyed Twilight and asked, “yes, what is it?”

The princess gave a sigh as she continued, “well the thing is. I know that you accidentally caused all of this and we need you to help reverse things to make Ponyville to how it was before.”

Luna turned around at Applejack who just gave the princess a look of irritation just wanting to get things back to normal. Apple Bloom was just wondering around the fancy party trying to place corn in everypony’s drinks.

Princess Luna giggled and exclaimed, “why would I do that everypony is loving this new and improved Ponyville!”

Twilight stomped a hoof. “You stop this right now! We need you to go to the everfree forest and cast “the jewel of nightmares” into the pool of nightmares now!”

Luna crossed her hooves with defiance and scoffed, ”as if, I’m not going anywhere this party is just getting started!”

Applejack overhearing the conversation stomped over with her jack o lantern face bursting into flames as she shouted, “your gonna march to that pool and fix this right now, or I’m gonna drag you by the tail!”

Luna raised her body in the air revealing her sharpened fangs and her giant leathery bat wings and shouted back, “try me you pile of hay!

Twilight quickly hobbled between the two and croaked, “will you two quit it!”

Both mares turned their attention back to Twilight as she continued to explain. “Now, I know that yes, Luna things may be better for you. But for most ponies, this can destroy our lives. Luna, please we need you to help.”

Luna looked over at Twilight and asked, “I don’t get it how can this be a nightmare? Yes, we’re all monsters and freaks, but that doesn’t mean we can’t live and have fun?”

Rainbow Dash came over with her eyes glowing red. “Listen! I don’t want to be dealing looking like this for the rest of my life.”

Luna pointed across the room at the dozens of ponies laughing and drinking their wine and exclaimed, “they all seem to be having a good time. So it might just be you that have issues with this new Nightmare Night town.”

Rarity slowly trotted over to Luna with a shy smile and held her hoof. “Darling, we had a lot of fun tonight, and I’ve really enjoyed our time together. But we do need to make things how they were.”

Luna looked back at Rarity and asked, “I know,... but...I just wanted to have fun for once on Nightmare Night, and I finally am I don’t know if I’m ready for this night to end?”

Just then the ceiling exploded with rotten wood and marble rained down on the crowd. Everypony looked up as the dust cleared and Nightmare Moon slowly came down with her stary blue mane flying through the air, with her glaring blue eyes glaring down at them with a wicked sneer and roared, “I am Nightmare Moon! The bringer of darkness and the eternal night I am happy to see many ponies enjoying the eternal night’s festivities!”

Many ponies cheered and clapped their hooves, but most of them all cowered and shivered as they bowed before the eternal princess of the night. Luna turned around at Nightmare Moon with a meancing glare and growled, “I’m the princess of the night here not you!”

Nightmare moon burst into laughter “as if! Your nothing more than just an insignificant fly. Now buzz off before I swat you."

Luna growled and snarled as she lunged at Nightmare Moon but she was surrounded by a thick wall of dark fog as Nightmare night’s magic swelled into Luna’s mouth she tried to scream but could do nothing. Twilight attacked shooting energy from her horn Rainbow dash tried to attack with her scythe even Rarity eyes grew red as she flew at Nightmare moon with her hooves outstretched and her fangs bearing down. The evil entity just smirked as she used her magic to shoot them all down and they all suddenly started to be thrown to the ground with dark tendrils wrapping around them. There seemed to be no escape for the ponies and Luna could do nothing. She tore at the tendrils, but they seem unbreakable. After fighting and trying to snap the tendrils with her teeth, and without realizing the sparkling red jewel around her neck glew with a strange aura and turned the tendrils into a mass of slithering snakes. Luna's face went blanche with terror as the snakes slid off her body. She shivered and looked up at Nightmare Moon who was about to perform another spell. But Luna's jewel seemed to have a mind of its own as Nightmare Moon screamed as she was shoved into an open fancy violet coffin that seemed to have appeared out of nowhere.

Nightmare Moon could be heard bucking and shouting curses as Luna admired the coffin with Rarity's cutie mark printed on the front encased Nightmare Moon inside as it was wrapped in some beautiful black ribbons. Luna blushed seeing the coffin looked more like some fancy present. But The mare didn't waste any time and the jeweled brooch glowed red once again to turn the tendrils wrapped around her friends into masses of snakes as well. She waited for the reptiles to slither off before she began to help them up. The princess of the night then went by each friend one by one. First to Rainbow Dash, then Twilight, then Rarity, and Applejack was the last pony Luna grudingly threw onto her back as she shouted, “hang on were getting the buck out of here!” She then flew through the roof and rode off into the air at breakneck speed.

Author's Note

I apologize this took forever to update.

Chapter five: Pinkie Saw

Luna swooped down over Ponyville and landed at the front of where Sugarcube Corner. Here she let the ponies disembarked one by one, and they were all dazed and confused on what just happened.

Twilight looked over to see a giant gingerbread house with white frosting lining the house holding it together like mortar. Candy canes and gumdrops decorated the house and on the door was a giant peppermint. The ponies looked upon the gingerbread house with awe seeing it was just Sugarcube Corner transformed.

Rainbow Dash looked up and grumbled, "so...looks like Sugarcube corner didn't change that much?"

Applejack shrugged, "eh, looks more like a gingerbread house then it did before."

Twilight eventually just turned her attention towards Luna and asked, “what in the hay is going on Luna? Why did Nightmare Moon return.”

The princes of the night turned around and sighed, “I’m not sure, I swear when I accidentally cast the spell in the Pool of nightmares. I honestly didn’t expect Nightmare Moon to return.”

Rainbow Dash fixed her hood over her head and grumbled, “just wonderful, maybe next time don't do that next year.”

Rarity flew over to Luna and hugged her as she squealed in delight. “Darling, I have to say though I saw how you defeated Nightmare Moon was that my coffin you used?”

Luna blushed remembering the odd coffin and nervously explained. ”Well kind of, yeah it was the first thing that came in my mind. Even as a vampire you have quite the taste in fashion.”

The white-coated vampire’s face flushed with red. “Oh stop, your making me blush.”

Applejack who was adjusting her head asked, “so besides the fact were being chased by Nightmare Moon what do we do next?”

Luna turned around towards the boutique with her eyes furrowed and growled, “you all need to leave and find somewhere to hide. I can take care of Nightmare Moon by myself.”

Twilight turned around and shook her head as she explained. “I’m not sure that’s a good idea. I think it would be a better idea if we headed to the Everfree Forest to end this curse.”

Luna rolled her eyes as she glared back at Twilight and shouted, “I told you! I want this night to continue. I just want to defeat Nightmare Moon!”

Rainbow Dash rubbed a skeletal hoof down her face as she groaned, “you have got to be kidding me.”

Twilight growled, “you still don’t get it! Nightmare moon is most likely in the corner of this nightmare. It’ll continue forever unless you can drop that bucking brooch in the pool of nightmares.”

Luna stomped a hoof with frustration and shouted. “Not until I defeat Nightmare Moon then I can reverse this dream whenever I want!”

Applejack was going to say something, but out of nowhere, the doors to Sugarcube Corner and a fat ugly witch came wobbling outside.

She was obese wearing what to seem like a giant black apron with a moldy black moldy bonnet wrapped around her head. The mare looked around with her face now a sickening green color and asked in craggy voice, “what are you all doing here?”

Everypony turned around at the giant earth pony who looked a lot like Twilight’s witch form with a giant nose with a huge wart on it. The Other witch looked up and asked, “so your a witch too!?”

The mare looked up and blushed, “well which witch did you think I would be?”

The two witches both roared with laughter and cackled loudly. Every pony just rolled their eyes at the terrible pun. Luna came forward and asked, “hello Mrs.Cake I have a question to ask? Do you and your family love this nightmare?”

Mrs. Cake cackled some more and replied in a sweet buttery tone. “Well I have to say, it has been quite amazing in fact if you come with me. I wish to have dinner with you.”

Luna turned around and winked at them as she continued into the house the rest of the troupe rolled their eyes but as they entered the gingerbread house. Inside it was colorful with candy being the decorations placed everywhere within. But as the ponies slowly trotted over the soft floor which felt like they were walking on a cake. The troupe came in the middle of the room was Mr. Cake, but he was made of wood with his body dressed in a torn and ragged clown costume wearing a creepy jester hat. But he was squealing in freight and annoyance as he was being danced around by two scaly monsters laughing maniacally while throwing pies and other sweets into his face. Twilight wanted to say something but out of nowhere Luna was shoved into an oven, and the door slammed shut. Mrs. Cake turned around burst into evil laughter Twilight shouted, “hey you leave her alone!”

She tried to tackle the other witch, but Mrs. Cake just took her and threw her aside. Just as Rainbow Dash took her scythe and tried to attack Mrs. Cake only to be slammed in the face by pies. Applejack was going to attack, but the gremlins took her head and started to toss it back and forth as she shouted “ugh not again! What are these things!”

Mrs. Cake turned around and laughed, “they’re my gremlins, and they are here to bring havoc among my enemies. Now while Luna cooks! You'll be stuffed with sweats until your plump enough to eat!”

The rest of the ponies stepped back in freight. But suddenly out of nowhere a giant piece of candy corn enveloped Mrs. Cake in ist buttery hard coated candy. The mare kicked and shouted, but Luna flew down from the ceiling and scoffed, “you think an oven could take me down?”

Rarity came out of hiding and hugged Luna. ”Oh thank Celestia your ok!”

Luna chuckled as she hugged Rarity back, “woah, Celestia is a term!?”

Rarity waved a hoof. “Oh darling, I meant thank Luna!”

Luna laughed and scoffed at the notion, “thanking myself for saving myself. “

Twilight rolled her eyes and exclaimed, ”okay we get it, but we should get going.”

Luna nodded, and they tried to leave Sugarcube Corner. But Luna tried to turn the door knob and realised that the door was locked. The princess eyed the door just as she looked down and saw that the brooch was somehow missing. She turned around to see Pinkie Pie, but her face was a pasty white with two red spirals going around her cheeks. When Pinkie spoke it sounded like her voice was recorded on a tape. “Oh I got your brooch! To get it back you need to play a little game!”

Pinkie Pie bounced off as Luna flew after her and shouted: “bring that back you little pig!”

She then burst into another room and saw that her friends were somehow now all trapped in a cage dangling over a pot of some boiling potion on the right side of the room. While the brooch was now in a small cage dangling over a similar cauldron with the same bubbling potion on the left side of the room. In the middle, there were two barrels filled with water and apples bobbing on the surface placed in the middle of the room. Pinkie Pie was on top of a podium as she exclaimed, “now to get the brooch your going to have to play a little game, on either side of the room where your friends and the fate of the brooch hang in the balance. Question is what do you care more about?”

Luna gulped, and she began to sweat a little looking at both barrels filled with apples. She groaned seeing the cage with her friends screaming and shouting her to help as it slowly fell towards the right cauldron. She didn't have a choice and began to bob for apples from the right barrel and started getting her friends cage away from the boiling potion with all of the ponies inside sighing in relief. Luna groaned but continued to bob for apples taking out one at a time saving her friends but had to watch with a disgruntled expression as the cage with the brooch inside as it slowly dipped into the boiling potion. Twilight turned to Pinkie with a concerned look and shouted at her friend, ”Pinkie stop it! We need that brooch to stop this madness!”

Pinkie blinked with confusion and asked, “huh you sure?!”

Twilight eyed Pinkie Pie and asked, ”why would I lie to you Pinke? Besides what's gotten into you? why are you trying to kill us!?”

Pinkie shrugged, ”not sure, I just had an urge to play a game besides I'm not trying to kill you, that “potion” is really just baking soda and vinegar.”

Luna blinked for a few seconds before she reared up and roared “seriously!?” She then flew at Pinkie who bounced off squealing as Luna shouted, ”I’m going to kill you get back here! I'll drink you dry!”

She then turned to see her friend all laughing and Rarity flew in and gave Luna a hug. The princess of the night sighed, “well I didn't really save your lives...besides how did you know I would make the right choice?”

Rarity blushed as she cooed, “hey darling, don’t worry I trust you’ll always make the right decision.”

Luna looked down in shame knowing that somthing inside her wanted to go for the brooch instead. But just then she turned to see Dr whooves as the giant metal clock with striking eleven and sighed seeing she only had one hour left before the nightmare becomes permanent. Luna gave a nod and relented, ”fine, I’ll go and end the nightmare.”

Everypony cheered, and they all followed suit out of the crazy torture room and into the kitchen where Mr. Cake was still dangling by strings and being totured by the gremlins. the marionette lookes upon the troupe of horrors and pleaded, ”please hurry and stop this! I don’t know how much more I can take!”

Luna blushed as she used the brooch’s magic to detach Mr.Cake and send the gremlins turning them into fluffy and cute looking creatures. Mr. Cake blushed and waved a hoof. “Uh thanks!?”

Luna waved a hoof and replied, “it's no problem.” Pinkie just bounced off as she chirped, “Oh hey Mr. Cake I didn't know the cake twins were Mogwai!”

Mr.Cake just dragged a hoof down his face and exclaimed, “they're what now!?”

pinkie laughed out loud and chirped “oh don't worry about it all you need to know are three rules. First, just don't shine a bright light at them, second don't ever give them baths, and the third rule is most important don't ever feed them after midnight.”

They all then left started to leave the room until all that was left was the Cake family with the two Mogwai mulling about cooing and nuzzling Mr. Cake. The stallion was just plopped down and took a wooden hoof over his mane made of yarn. He was just staring at his wife still trapped in a giant piece of candy corn in disbelief, screaming and cursing Luna's name. The stallion just shook his head and just mumbled, “what the buck is going on?”

Chapter Six: The Battle of the Nightmare

Spike was grumbling as he had to cross the insane Nightmare Night town with a crow wouldn’t stop cawing scoots, Apple Bloom was still jabbering about how corn is great, and the hobbling hunchback Sweetie Belle mumbling about how she was going to be punished by her mistress. as they tried to find their friends. The cat looked behind him and grumbled, “how did my life end up here?”

They continued on for some time before they ended up at the crooked clock tower. Here it seemed that the place was still deserted except there was a giant yellow spider with pink butterflies printed on her abdomen. She was talking to the clock tower, “you had to have seen my friends? You sure they hadn’t come in this way?”

The clock tower shook its head slowly making creaking sounds as he explained. “I am not sure my dear, the last time I saw them was when they went to the corn maze and that was a few hours ago.”

Spike bounded over to the big yellow spider and exclaimed, “Hey Fluttershy! over here!”

The spider turned around and squeaked, “Spike! is that you!?”

The cat gave nod as she showed a paw to the rest of his troupe. “Yeah, we're all looking for our friends. They were at Rarity's castle not too long ago.”

Fluttershy gave a sigh of relief. “So they found Rarity that’s good, I’m also betting they found Luna by now.”

Dr hooves as the clock tower nodded and replied back making a metallic noise. “That’s very good news, they need to hurry though if it strikes twelve this nightmare will never end and Ponyville will be trapped in this nightmare for all of eternity.”

The Spider squeaked in horror. “Oh dear, then we need to get with them as soon as we can! But where would they be!?”

The cat tapped a paw on the ground and exclaimed, “Oh I know, they could be at Pinkie pie’s place. They’re probably trying to get the whole gang together.”

Fluttershy gave a nod and exclaimed. “Right all of you hop on my back we can get there faster if you all rode with me.

The cutie mark crusaders were a bit concerned and stepped back even the cat was unsure of seeing how terrifying Fluttershy was but she wasn’t having any of it. The mare took out her abdomen and snapped all of the webs and strapped them all to her back as she shouted, “stop messing around! now come on we have a nightmare to end!” She then scuttled off into the foggy streets with her companions all but under to be relieved that they'll see their friends or scared of the giant spider known as Fluttershy.

As Fluttershy scuttled all the way to the Gingerbread house only to find a fat angry witch covered in orange goo clamoring out as she turned to the yellow spider with a menacing glare and shouted, “where did your friends go Fluttershy! I need them for a cake!”

The giant spider narrowed all of her eyes to slits as she rose over the witch on two of her legs. The witch trembled with fear as the spider began to tie her up with web slowly wounding her up in thick pasty goo. Once she was done and Mrs. Cake was now once again trapped. Fluttershy came down and politely asked, “now you're going to tell me where my friends went okay?”

The witch squealed, “they left to Twilight’s library! I swear that’s all I know!”

Fluttershy satisfied dropped the witch down “thanks, I apologize for scaring you but I really needed to find them.” She then scuttled off back into the night with the cat and the Cutie mark crusaders all looking at each other now more worried then they were before.

They eventually came upon the library where it seems all of Fluttershy's friends were getting ready for a battle. Twilight was brewing up some potions in her massive cauldron muttering spells and dropping her hoof clippings into the brew, Rainbow Dash was sharpening her scythe with a wing near the back of the library. Pinkie Pie was in a chair going over a book called, “death traps for dummies”, the scarecrow Applejack was practicing lighting her head on fire in a mirror and Rarity and Luna were both fighting each other flying through the air and tackling each other.

Rarity who was losing got up and fluttered into the middle of the room as she caught her breath and wheezed, “your good at the Luna, I have to admit being a vampire is quite thrilling.”

Luna gave a nod of agreement as she added, “yes it seems that your getting a hang on flying and fighting... too bad this will all end.”

Rarity blushed as she asked “darling, do you like me better as a vampire?”

Luna was now the one blushing as she looked away. “To be honest, yeah I mean I know hundreds of bat ponies. I even hire them as guards. But you're the first to just the first pony recognize me as just another pony and not a princess or a monster.”

Rarity fluttered over with tears in her eyes and she hugged Luna close. “Oh, darling! I'm so sorry about how the ponies were treating you this night! I swear next Nightmare Night I'll make sure you're the prettiest and fanciest mare in Equestria then nopony will be afraid of you darling.”

Luna blushed hard knowing the embarrassing pink dress Rarity had in mind and stepped back as she explained, “that's not necessary. But I wouldn't mind if next year you escorted me around and get me to use to the festivities. Twilight did a good job but I think I would rather do it with you."

Rarity face grew a deeper red. “You mean like a da-”

Before the white-coated mare could finish Fluttershy burst through the front door with the cutie mark crusaders and Spike.

The crow immediately went to her master’s side and started to crow “Scoot! Scoot!” Just as the grim reaper groaned, “ugh why can’t you just leave me alone! You're so annoying!”

Apple Bloom trotted across the room and bowed before her sister. “the children of the corn has returned.” Applejack just rolled her eyes, “great good to know.”

The hunchback hobbled up the stairs and bowed to Rarity. “I have returned master.”

Rarity got up and waved a hoof, “well done now go fetch me and Luna a drink please.”

The hunchback a nod as she took out some strawberries and rained them into the wine glasses. Twilight gave a small sigh of relief and whispered, ”Oh thank Celestia I thought that was blood.”

Then she turned to the spider and sighed, “Fluttershy I’m so glad to see to see your okay. You came at the perfect time were about to go out to the Everfree Forest to battle Nightmare Moon and get rid of the nightmare. Are you ready?”

Fluttershy shrugged as she gave a sheepish smile with venom dripping down her teeth, “ I’m not sure if I am or not but I'll try.”

Rainbow Dash just scoffed, ”oh please, shed the most terrifying thing here. Now let's get going. I rather not take souls to the underworld for the rest of my life.”

Twilight gave a nod as she turned towards her friends and she stood before them and started her speech in her cackling tone, “Okay, look I know that this may not be something your all ready to deal with. But we need to break through and end this nightmare! The fate of-Ponyville turning back to normal or it staying as Nightmare Night Town is in our hooves. Are you with me!”

They all cheered and clapped their hooves, paws and spider legs together. Then they began to file out of the library and out into the foggy depths of Nightmare Night Town.

After an hour of trekking through the dark twisted wood that seemed to haven’t been changed much other then there was more fog on the ground. The troupe of freaks eventually came upon the kid dead cemetery that Luna came to earlier that night with a pool of nightmares swirling in the middle of the place churning out the evil fog. However, Nightmare Moon stood with a few other servants of her own. Big Mac was there he was a Frankenstein monster with stitch work all over and two giant screws in his head. The mayor was there with her bloody clown costume wielding a chainsaw. Trixie was there and she was wearing a silky red sorceress costume with a sparkling wand in her teeth. A giant Xenomorph was there as well squealing and gnashing its two mouths. Soarin stood over as a shadowbolt with a creepy grin under his black mask. and Bulk Biceps was now a giant buff gargoyle roaring ready to fight. Nightmare Moon slowly came forward her eyes full of fury, “now you will all submit to being apart of my Nightmare or you will die here tonight!”

Twilight and her friends all braced themselves after a few moments they all charged at once. Big Mac just stumbled over mindlessly as Applejack blushed as she squeaked, ”uh hey bro why is ya doing this?”

Big Mac just had a blank expression as he groaned, “I don’t know…Night friend you bad.” He tried to crush her with a giant hoof. But she dodged it and then she growled, “hey you may be my big brother but that doesn’t mean I’m gonna go easy on ya!”

She reared up with her pumpkin head full of flame and Big Mac screamed in horror. “fire! fire bad! no fire!”

Applejack menacingly stomped forward as she growled, “now Big Mac you go get your big butt back to Sweet Apple Acre until this over ya got it!”

He slowly nodded his head but he tapped a hoof to one of his giant screws. “What is Sweet Apple...uh…”

Apple Bloom just walked over and took her brother by the hoof. “No need to worry about that. Now come on let's get ya home we need to take care of the corn.”

Big Mac shrugged and stumbled along after his sister. Meanwhile, The mayor was chasing Pinkie Pie through the woods wielding her chainsaw like a crazy pony shouting, “you can’t escape from me!”

That was until she stumbled straight into a trap where all four of her hooves were caught by wire.and her chainsaw dropped to the ground. Pinkie Pie casually bounced over and kicked the chainsaw away as she took out a feather and smirked, ”now, we're going to play a little game. You're going to have to make a joke as a good clown should or I’ll keep on tickling you.”

They mayor gulped, “uh…why did the chicken cross the road?”

Pinkie rolled her eyes, “stupid joke! She began tickling the mayor who burst into laughter. “make it stop! make it stop!”

But Pinkie pie didn't let up laughing. “Nope, not until I get a good joke from ya!”

While Pinkie tortured the mayor. Rainbow Dash fought the Shadowbolt who flew around her in circles shouting. “You can't catch me!”

Rainbow Dash tried to keep up but she was slower with her skeletal wings unable to get the speed she desired. The pegasus growled and took out the scythe and cut down one of the trees making it lean into another. Just as Soarin was going to try to fly up a crow slammed into his face as she shouted, “hey I can't see!”

He slew jaggedly and Scootaloo the crow made the shadowbolt slam into the trunk. He fell back to the ground unconscious as Rainbow Dash just scoffed, ”your still clumsy as ever Soarin even as a Shadowbolt.”

As Rainbow Dash took Soarin away from the forest, the alien creature was about to attack Fluttershy who was a bit giddy seeing a new creature she cooed, “oh wow what a big scary creature, but I bet your all soft inside huh?”

The creature screeched and attacked Fluttershy throwing her into to the ground. She quickly got up and scuttled backward the creature tried to jab her with its tail. But Fluttershy dodged the attacks and then was able to start wrapping the alien up with webbing. The creature lashed and tried using its acid spit to break free dribbling it on the web. But Fluttershy just slapped it’s head “no bad, alien you stay there in timeout until you behave.” It screeched back but just got another slap as Fluttershy cooed, “we can do this all night mister that's up to you.”

The Xenomorph was stunned and was going to screech but..he knew that if he did he would get another slap. The creature went silent growling as Fluttershy petted his long skull. “What a good alien yes you are, yes you are.” If at that moment a Xenomorph could blush the alien's face would be a deep red.

As Fluttershy tried to tame an alien Rarity was dealing with the giant Gargoyle shouting and trying to attack her. The vampire couldn’t seem to find a way to defeat the giant buff gargoyle who was much too strong for her. Not until she saw it was made of stone as she tried to sink her teeth into it a few moments ago chipping a tooth.

The vampire growled, “Ugh that’s it! I had enough of your rude behavior.” The mare reared up and kicked the gargoyle in the face making it screech as it fell into the river below. It tried to get out but it sank underneath unable to break from the water. As Rarity squealed with delight at her triumph. “Well…I didn’t expect that!”

As most of Nightmare Moon's minions were dealt with. Twilight was staring down Trixie who smirked, “Trixie will defeat you once and for all for humiliating me!”

Twilight shouted back, “go ahead and try you cheap magician. Even in a Nightmare, you're going down!” The two unicorns both glared at each other just as Trixie shot Twilight with a beam of magic. While Twilight threw a potion at Trixie. they both poofed into clouds of smoke and as it cleared Twilight was now a purple pig while Trixie was turned into a light blue frog. This gave Luna a chance to fly to the pool but Nightmare Moon stood before it as she exclaimed, “you won’t be able to stop this! I won’t let you!”

Luna eyed down her evil self and shouted back. “No! you're going to be the one who's going down!”

She reared up and tackled Nightmare moon as they both fell into grass bucking at each other Nightmare Moon kicked Luna away but was shot with magic as a Pink dress with yellow frills poofed onto her body. Nightmare Moon's face went pale with horror and embarrassment “What monster would make such a thing!”

Luna laughed “my friend Rarity that's who!”

Nightmare moon made the tendrils of shadow raise above her as she proclaimed, “now you will see the true power of Nightmare Moon!”

She shoved the shadows over Luna as they took the brooch and crushed it into pieces as she laughed maniacally and shouted. “I won!”

Luna looked up and growled, “no, you didn’t this is my nightmare and I say you’re the one who’s been defeated!” She slammed herself into Nightmare Moon and threw the monster to the ground and took back the red energy. She concentrated with all her night forming the jewel of nightmares and held it over the pool. Twilight as a pig snorted and oinked as she tried to shout, “throw it in the pool now!”

Luna gulped as she held it over unsure of the decision. But she looked around at her friends and the other creatures she saw how miserable they all looked and sighed, “it’s not about me.” She dropped the jewel into the pool and it exploded with a bright light.

Luna instantly woke up in Twilight’s library with a gasp. She looked over the place seeing it was now back to form with birds chirping outside instead if bats, it was daytime and they seem to be no creepy decoration anywhere in sight. She then turned to see all of Twilight friends just staring at her with concern looks. The princess squeaked stumbling out of bed and asked, “what happened? Why am I sleeping here?”

Twilight came forward an explained, “I'm not sure. We found you in f Ponyville and I took you inside to make sure you were okay.”

Luna rubbed her head and mumbled, “Yeah..I..just had a terrible dream where Ponyville was some Nightmare town and you were a witch.” She saw the rest of Twilight’s friends. ”You were their rainbow dash as a Grim Reaper, you were their pinkie as a weird serial killer and you were there Fluttershy as a huge spider.”

The rest of the Ponies were confused and just shrugged at each other. Pinkie Pie bounced over chirped,” oh you had one of those dreams! so who did you miss most of all!?”

Luna shrugged and turned to see Rarity blushing as she had some odd feelings about her. The princess blushed too and just nervously whispered, “well um…I better get going, thanks for getting me here.” She slowly trotted downstairs and rubbed her head wondering about the entire. “was that nightmare real, or was it all just a dream?”

Twilight gave a sigh of relief. “Well, she looked okay but I wonder what she was talking about some sort of Nightmare…” she then suddenly snorted and blushed as her friend turned around and the unicorn waved a hoof. “Sorry, I've been doing that all morning I'm not sure why though?”

Applejack nodded, “yeah, come to mention it Apple Bloom somehow has a chestful of corn in her room. I wonder where all that came from.

Fluttershy shrugged as she whispered, “yeah...I noticed she mentioned I was a spider...what's odd is that there were giant cobwebs all over my cottage this morning.”

All of the ponies began discussing more other odd things they noticed that morning. Rarity looked over to see an odd pink dress with yellow frills lining the bottom just sitting on the bed. The mare picked it up with magic and whispered “I was planning to design this dress for Luna last night. But I never got around in making it...so how did this get here?”

Rainbow Dash scoffed, “I guess, it was a good thing you did I wouldn't be caught dead wearing that thing.”

Twilight bonked her friend on the head before snorting. “huh, well why don't you give it to her now before she leaves.”

Rarity blushed seeing all her friends giving her smirks as she shouted “what!? come on Twilight is friends with Celestia why can't I be with Luna sheesh!”

She ran down the steps and came up to find Luna slowly walking down the road as she exclaimed “Princess Luna! you forgot something!”

Rarity took out the dress and held it up. Luna gave a blush as she drifted it over with her magic. “Uh thanks, Rarity, this is a beautiful dress.”

The white-coated mare gave a slight nod. “Well...I guess this is goodbye darling.”

Luna turned around and before Rarity could say something the princess gave Rarity a peck on the cheek before taking off and flying towards Canterlot. Rarity just gave a slight blush as she rubbed her cheek unsure of what the gesture meant.

Author's Note

fun fact: In the Episode "Luna Eclipsed" the pink dress with the yellow trim was somthing that was taken out of the original episode.