Chapter 18: Nightmare Night
***

“It’s Nightmare Night! It’s Nightmare Night!” Dawn cheered hopping up and down. She was all dressed up in her red and black costume though she hadn’t cast her illusions yet. On her side, hanging over her wing was a coil of gold dyed rope that was a good ten pony lengths long. Winter ended up having to help her with a little more advanced version of the wing hiding illusion that would also hide the wing holes in the costume, but she’d managed to get it down. She was just waiting until they were about to leave to cast the spells since she could only make them last about five hours.

Winter couldn’t help being excited herself. After getting their costumes done the week before they’d spent the following week planning a bit of a show that they were going to do in the town square fairly early on in the festivities. They’d informed Mayor Mare of the basics, but for the rest of the town it would be a surprise.

Wearing her costume as well, Winter had already cast her illusions since she could make them last as much as eight hours, so besides appearing to be an earth pony, her coat now appeared light green with her mane orange, done up in Fili-Second’s iconic style. She’d even used an illusion to change her eye color to the proper pink. With the spells and Rarity’s excellent work on the costumes, she looked exactly like a teenage version of the character.

Twilight had forgone any color change illusions as her costume covered most of her anyway, and her lavender coat was already close enough to the character’s pink, while her mane and eye colors were even closer. She was currently in her bedroom, helping Rainbow with the finishing touches of her costume. They knew Twilight had put several spells on the lightning bolt for her Zapp costume. Not just illusions to change her colors to the blue-white and indigo of the comic character; but also, some special effect spells for the show they were going to put on.

They’d realized early on in their plans that they wouldn’t be able to plan the whole thing out in the little time they had, so they decided not to. Other than the initial confrontation between the heroes and Villains and clearing an area of the square, they’d planned to improvise mostly for their fake battle. Sunset and Spike would simply react appropriately to any of their ‘attacks’ that they managed to land and they would do the same. The power ponies would fight mostly as individuals at first, and the villains would split them up while shrugging off their attacks, but then they’d begin working together to eventually win.

They’d yet to see Spike, though. He and Sunset were going to just show up in the town square when they were going to begin, and apparently, they had a surprise for the fillies that only they and Twilight knew.

She smiled thinking of all the planning they’d done. Sunset had been a little uneasy around Spike the first few days but working together on something they both enjoyed had helped her to at least put the past aside for now. She definitely hadn’t forgotten. Winter still noticed a few times where Sunset had given Spike odd looks, or her smile had seemed a bit strained, but she was definitely trying.

“You girls ready!?” Twilight asked, emerging from her bedroom with Rainbow, both in their full costumes. Rainbow’s coat was a pale blue that was nearly white, while her mane and tail were indigo, with her eyes blue.

“One second!” Dawn said and her horn lit up before fading from view along with her wings, then her coat turned gray, and her mane and tail became navy blue while her eyes turned red. “Okay ready!”

Winter, using accelero and adding in an illusion to make the orange zigzag trail that was iconic for the character, was suddenly at the door to the hall. “I’mreadylet’sgo!” She said quickly in the rapid-fire delivery that her character was known for.

Twilight laughed. “Okay Fili-Second.”

Winter grinned then sped down the hall, down the stairs, and into the guard checkpoint, stopping there so the guard would know it was her. Most of the guard would be spread around the town during the festivities, some in armor but most in costumes to blend in with the rest of the town ponies. Feather and the Squad that would be accompanying them for the evening were dressed up as Maretropolis police and would help with clearing an area and keeping ponies back once their pretend battle started. Feather had actually come up with the idea herself.

“Hardly recognize you, Winter.” Lieutenant Silver Arrow said with a grin, dressed in her own costume. One of the officers under Feather, Silver was often in charge of the fillies’ escort, though tonight she was one of the guards that would just be out in the town. Winter wasn’t sure what her costume was, but she was wearing a lot of black with metal spikes and wild looking makeup. She did have an angular guitar strapped across her back, so she guessed she was a musician of some kind. “Your friends just arrived; they’re waiting in the entry hall. Captain Feather and your escort for the night are out there as well.”

Winter nodded. “Okay, the others are just coming down. They were just being a little slow,” she said with a grin and then, casting the speed spell again, sped out into the entry hall. Spotting the three crusaders in their costumes she came to a sudden stop right in front of them. “Heygirls!”

“Whoa cool!” Scootaloo exclaimed. Her blue and silver costume had turned out great, and Trixie’s enchantment was working perfectly, giving her the icy appearance of her character right down to the cold mist drifting off her body. Apple Bloom’s matching costume in fiery red and gold colors was just as good, and her illusion turning her main and tail into flames was already going as well.

Sweetie Belle’s costume was if anything, even better; Rarity had definitely tried to do her best for her little sister. In addition, Sweetie had gotten her sister’s help in styling her mane like the comic character’s and had even asked Twilight to add illusions to her costume to change her coat and mane colors to match the pastel yellow and navy blue that Radiance had in the comics. In all she looked exactly like a young Radiance. And with the illusion spell that Twilight had taught her combined with an enchantment on the bracelets to make them both light up and change the color of her magic to the iconic purple; she could create the ‘constructs’ her character was known for. Not to mention the other surprise she had in store for her friends; the one that Winter had helped her with.

“The others are on their way.” Winter said in her normal voice.

“Got a bit ahead, huh?” Apple Bloom asked with a smirk.

Winter grinned and started dancing on her hooves as if she couldn’t hold still even a moment longer. “Whatdoyoumean? It’snotmyfaultyou’reallsoslow!” She said switching to her Fili-Second voice, then did a quick lap of the entry hall leaving the zigzag trail behind.

Sweetie giggled as she came to a stop in front of them again. “Oh, do try to have some patience, Fili-Second, darling.” She said, doing her best impression of a high class Canterlot accent.

“I could freeze her, that should slow her down,” Scootaloo said jokingly. Sunset and Spike had given them all some pointers about the characters and their attitudes, so they could try to play the parts. Scorch and Shiver were both a bit cocky about their abilities and had a bit of a friendly rivalry with the Masked Materhorn over their elemental powers. Being twins, they also tended to rib each other a bit, though they always had each other’s back when it came down to it.

“Go ahead, I’ll thaw her out when we need her again,” Apple Bloom said with a smirk.

Grinning, Scootaloo flicked a wing toward Winter sending a blast of cold air at her that was enough to ruffle her mane and make her shiver a bit. As she did an illusion of icy mist shot out splashing against her chest. “Oh wow, you are getting good at that!” Winter said shaking herself a bit. She’d learned a bit of pegasus magic of course; her mother had insisted she and Dawn learn all forms of magic, but she hadn’t used it as much, nor had she ever learned more than the basics of controlling air temperature with it.

“Uh, you’re frozen.” Scootaloo told her.

“Oh, right!” The next instant she stood very still and cast an illusion to make it appear she was encased in ice. Really she could have actually encased herself in ice, but while she was talented with ice magic, that didn’t make her immune to feeling cold.

An amused snort from the direction of the residence wing had the crusaders all look though Winter stayed ‘frozen’ where she was.

“Got her to slow down huh?” She heard Rainbow’s voice.

“Wow, you look just like the comic!” Scootaloo exclaimed running over to greet her idol.

“So do you!” Rainbow laughed.

“You’re all looking great.” Twilight’s voice. “So, let’s get going!”

Winter still didn’t move even as the crusaders all went to follow Twilight and Rainbow. It was Sweetie that noticed.

“Oh dear. Will somepony thaw out Fili-Second?” She said in her best ‘Radiance’ voice.

Apple Bloom turned back grinning and swung her wings forward and a blast of illusion flames shot out, briefly enveloping Winter. She let her ice illusion fade and then sped in front of the group. “Arewegoing, arewegoing?”

Dawn giggled at her elder sister’s antics. Winter just grinned and sped out the door. It had been so long since she’d had a chance to just relax and enjoy herself and this was a holiday made for it. Tonight, she was going to have fun!

~~~

Town square was a wonderfully spooky sight. Trixie had followed through and in fact done even more than she’d originally said. The mist that barely reached above their hooves wasn’t just a static illusion. She’d actually made the illusion so that it would move and react like a real mist so that it would swirl and move as ponies walked through it. Up above, her illusionary swarms of bats would fly over at random, she’d managed to make them so that they flew around without any discernible pattern. She’d even placed an illusion over the entire square that gave the sky a purple red color with spooky looking clouds drifting in front of the bright full moon.

Dawn grinned as she followed Winter with the crusaders. Twilight and Rainbow were nearby greeting and talking with some of the townsponies and their friends, but the fillies had decided to check out some of the games set up on one side of the square. The Crusaders had been glad to show them how to play some of them. Dawn had found the spider toss game a little creepy but fun. The pumpkin catapults were exciting though; she’d managed to get a bullseye on only her third try! Bobbing for apples had been fun, and it helped that they’d had a second tub that was lower for the colts and fillies. Apple Bloom had mentioned they’d only had the larger tub the year before. Winter had helpfully dried them all off with a spell after they’d finished.

They were planning on doing the Apple families haunted maze later after they did their trick or treating, but for now they were seeing what else there was set up around the square.

“Wow, nice costumes!”

Dawn smiled as she and the rest of the fillies turn toward the voice spotting Diamond Tiara and Silver Spoon, both dressed as a royal guards heading their way.

“Hey Diamond! Thanks!” Apple Bloom said grinning.

“We’re all Power Ponies!” Dawn told her happily.

“From the comics?” Diamond asked.

“Yep!”

“Cool, I don’t know the comics really, but you look great! I almost didn’t even realize it was you! Apple Bloom was the only one I recognized!”

Scootaloo laughed. “At least you’ve heard of them. They had to tell us who the power ponies were when they told us their idea to do a group costume!”

“Your costumes look great too!” Sweetie said getting a closer look. “Is that real metal armor?”

Diamond grinned and nodded. “Silver’s father knows an old armor smith that used to work for the guard and my dad hired him to make our costumes!”

“Oh wow, so it’s like real armor then.”

“It’s thinner so it’s not that heavy, but otherwise it’s basically the real thing!” Diamond told them.

“So why’d you choose to be royal guards?” Apple Bloom asked curiously.

She shrugged. “I guess we wanted to be somepony that helps protect other ponies, even if they don’t have special powers,” she added with a little smirk for the group of superheroes.

“There’s nothing wrong with having special powers!” Scootaloo said with a grin and with a quick flick of her wing sent a blast of cold air at them.

Diamonds eyes widened and Silver Spoon shivered. “Wow, that’s cold!” Silver exclaimed.

“Twilight taught me how to chill the air with my magic, so I could add a little to my costume!” Scootaloo said with a grin.

“You mean you did that yourself?” Diamond asked.

“Yep!”

“So are you doing the illusions too? Or is that you, Apple Bloom?”

“Nah, Ah’m only doing my own illusions.”

“Trixie did the illusions for my costume,” Scootaloo told her.

A sudden loud crash from across the square where there was a large open area got their attention. They all looked in time to see Sunset in her full Mane-iac costume climbing down from over the roof of the town hall using her mane almost exactly like the comic character. “POWER PONIES!” She shouted then laughed manically. All around Ponies backed away looking confused, some scared while a few of the colts and fillies looked excited.

“Oh, we’re starting!” Dawn said excitedly. “We can talk later!” She said then galloped over to where Twilight and Rainbow were already moving to confront Sunset, Sweetie right on her tail. Winter zipped over leaving her zigzag trail, and both Apple Bloom and Scootaloo took to the air.

“Fili-Second! Help clear the square!” Twilight shouted, getting into her character as the unofficial leader of the power ponies. Already Feather and the rest of the guards dressed in their MPD costumes were herding ponies back away, clearing a large section of the square.

Using Accelero, Winter quickly zipped around to any stragglers and moved them out of the way much to their shock. Meanwhile the rest of them formed up around Twilight. Dawn pulled out her lasso, levitating it by her side with her golden magic as she took an aggressive stance next to Twilight, with Rainbow hovering just behind her. Sweetie took the other side, while Apple Bloom and Scootaloo hovered behind her.

“Mane-iac! You know how this ends! You know you don’t stand a chance against us by yourself!” Twilight shouted.

“By myself? Who said I was by myself!?” Sunset cackled. The air seemed to shimmer next to her and then parted like a curtain as Spike stepped into view. His dark blue and black costume with silver trim bore a silver outline of a six pointed star on his back. Like most the others, illusions on his costume changed his colors to the blue gray of the character with dark blue spines and silver eyes.

“Dark Star!” Twilight exclaimed in apparent shock, and they heard several of the colts and fillies in the crowd watching gasp as well.

Then to Dawn’s surprise, shadows began to creep into the square and the world seemed to dim. “Yes, Dark Star…” a new voice said smoothly, a voice many of the Ponyville natives recognized all too well. “Here in Ponyville… I find myself wondering why.” The shadows coalesced to one side of the square and from the darkness stepped a figure they all recognized: Princess Luna in the decorative armor of Nightmare Moon. “Have you forgotten, Dark Star, who’s territory this is?”

Spike turned, making a bow. “Not at all, dear Nightmare; I am merely here to deal with these pests once and for all and have no intention of encroaching on your territory,” he said in a smooth cultured voice.

Luna glanced at the ‘Power Ponies.’ “They are a nuisance aren’t they… Very well, perhaps I will lend you a hoof then, so long as you withdraw once they are dealt with. You will not find me so easily enthralled as your plaything over there.”

“Hey! Who you calling a plaything!” Sunset objected in her Mane-iac voice. “I’m a strong independent villain who don’t need no master!” She shouted then immediately turned toward Spike. “Right master!? She asked looking up at him adoringly.

Spike smiled, indulgently. “Of course.”

“Shall we?” Luna said coldly, turning to face the ‘power ponies.’

Dawn was trying not to grin, keeping a serious expression as the three ‘villains’ turned to face them. Princess Luna was joining in as Nightmare Moon!? This had to be the surprise! Many of the ponies in the crowds around the cleared area still looked confused but many were looking excited now as they realized they were putting on a show.

“AAHHH!!!” Twilight cried firing a fire beam at Spike. It was an illusion of course, but it looked real enough. One thing Spike had told them was that the Masked Matter-Horn had a major grudge against Dark Star and had a hard time keeping her emotions under control around him.

Spike smirked at her, a shield appearing around him easily blocking the beam. “My dear Summer, that isn’t really how one should great an old friend, now is it?”

“I was NEVER your ‘friend’!” Twilight shouted back and fired an ice beam that appeared to have far more power behind it. This time Spike leapt out of the way and Dawn knew that was the signal to begin their play fight.

Apple Bloom and Scootaloo immediately dove toward Sunset, while Rainbow joined Twilight going after Spike. Dawn dashed forward deciding to go after Princess Luna to start.

Sending her lasso in front of her, she tried to loop it around Luna’s neck. Almost contemptuously she knocked it aside with her wing. “You’ll have to do better than that!”

Dawn hadn’t stopped though. “How about this!” She spun and kicked back with both rear hooves, though she didn’t try to put any real force behind the kick. Luna played along though and threw herself back landing on her side.

She didn’t stay down long though and quickly climbed back to her hooves. “Impressive; the tales of your strength aren’t entirely unfounded. However…” Her horn was enveloped in black as shadows quickly spread out from beneath her hooves. Dawn tried to jump back but they were too fast and came at her from all directions, then everything went black and she heard many ponies in the crowd watching gasp.

Winter saw Luna envelop Dawn in a dark bubble, disabling her for the moment. It was part of their plan to have the villains seem to be winning at first but that didn’t mean she couldn’t step in. Using accelero she dashed in and tapped Luna on the chest piece of her armor. “Tag, your it!” She cheered then dashed away again. Accelero was very much like the speedsters in the comics; time seemed to slow for the caster, which was good otherwise it would be nearly impossible to control. So she was a little shocked when she saw Luna suddenly flying at what appeared to be above normal speed passing her and stopping in front of her. Her eyes were wide as she was forced to stop as well as they reached the far end of the cleared area.

“Did you really think in the millennia I’ve ruled, that I never once would have looked into ways to deal with speedsters?” Luna asked advancing on Winter.

Eyes widening, she turned and dashed back to where Dawn still stood in the dark bubble. Diving through it she managed to pull Dawn out of the darkness and they skidded to a stop together back on the side of the square where they’d started. Even as they turned, Luna was already there again advancing on them. “Anyideas?” Winter asked in her Fili-Second voice.

“Uh…” Dawn said helpfully.

Luna laughed as she closed in.

Apple Bloom snapped her wings forward sending a stream of illusionary flames at Sunset, but she used her tentacle like mane tendrils to throw herself out of the way.

“Do you have any idea how damaging hot air is for your mane!” Sunset shouted as she flung one mane tendril at Apple Bloom forcing her to dodge.

“What about cold air!” Scootaloo shouted from the side, and snapped her wings forward as well triggering an extra illusion Trixie had provided that sent a wave of illusion ice spikes across the ground. Sunset curled her mane around her like a shield as it hit and at the same time cast an illusion to give herself a bluish tint.

“Ah cold cold cold!” She shouted dancing in place with her mane wrapped around her as if for warmth. It wasn’t entirely an act, Scootaloo had chilled the air quite a bit there. “Dang it, how did I end up dealing with misses ying and yang over here?” She complained, pouting, then grinned wickedly. “Well I guess I am the mane attraction!” she said giggling as her mane shot out in multiple directions and pulled in random objects; a mailbox, a barrel, a large cart… They were all illusions and were actually appearing even as her mane grabbed them but with ponies focused on her, many didn’t see the objects simply appearing.

Apple Bloom and Scootaloo began evading as Sunset began throwing the illusions at them. They managed to dodge a few, but then Apple Bloom couldn’t dodge a barrel, and it slammed into her. There was no impact of course, but she snapped her wings forward, throwing herself back as if she’d really been hit and let herself fall. Using her wings at the last second, she slowed herself enough to avoid injury while still appearing to land hard.

“Scorch!” Scootaloo cried then dove down to her ‘sister’s’ defense. Just in time she sent another wave of ice spikes toward Sunset, freezing a thrown cart midair. Apple Bloom had to admit, Sunset seemed pretty adept with her illusions.

Laughing manically again Sunset moved toward them with her mane. With a groan, Apple Bloom got back to her hooves pretending to be injured. Seeing she seemed unable to move, Sunset flung a mailbox at them; Scootaloo prepared to freeze it as well, but before she could a giant purple kite shield appeared in front of her, and the illusion mailbox bounced off of it. The shield faded and almost immediately glowing purple bars slammed down into the ground all around Sunset followed by a solid lid, caging her.

Apple Bloom looked around wondering who had come to their aid, and her eyes went wide when she saw something she definitely wasn’t expecting. Above them, Sweetie Belle swooped in, flying with a pair of translucent purple butterfly wings. With Sunset contained for the moment, she turned toward them, trying not to grin and failing seeing Apple Bloom and Scootaloo’s expressions. “Are you okay, darlings?” she asked in her Radiance voice.

Forcing her shock aside, Apple Bloom tried her best to stay in character. “Just got the wind knocked out of me!”

“I’m fine!” Scootaloo said, just as shocked as Apple Bloom but managing to stay in character as well.

“AAAAHHH!” Sunset yelled angrily as her mane ripped the cage illusion apart, the pieces fading away as she did. “You can’t trap me that easily you fashion school dropout!” She flung another barrel at Sweetie.

With surprising agility, she dodged to the side with an elegant spin managing to evade the projectile. “I’ll have you know, I graduated top of my class!” she countered and swinging a forehoof in front of her, several glowing purple spears appeared, all launching at Sunset at once. She was too quick though and tendrils of her mane easily knocked all the spears aside. They embedded in the ground to either side of her before fading away.

While she’d been distracted by Sweetie, though, Apple Bloom had taken the opportunity to flank her and even as Sunset deflected the spears, she sent a torrent of flame at her from the side. Sunset saw it just in time and using her mane again, launched herself upwards. That was when Apple Bloom saw that Scootaloo had the same idea and had sent an ice wave at her from the other side. As the flames and ice met, Sunset cast an illusion to make the burst of steam that would result, which quickly hid her from view.

Apple Bloom, with Sweetie hovering just above and to the side watched the cloud of steam for movement. Then they heard Scootaloo shout in surprise and a moment later as the steam began to clear, they saw Sunset grinning wickedly, Scootaloo wrapped in one of her mane tendrils, unable to escape.

“I told you: hot air is really bad for your mane! So if you want your sister to keep breathing, let’s keep the flames to a minimum, shall we?”

“Summer, you can’t fight him alone!” Rainbow shouted following after Twilight as she chased Spike across the square. They’d planned their part of the show a little more than the others, and her chasing Spike to another part of the square pretending to be in a blind rage was part of it. Rainbow was the one that was supposed to get her to see reason and regroup with the others so they could take the villains down together.

For now, though, Twilight ignored Rainbow sending another illusionary ice beam at Spike.

Using the gateway spell Sunset had enchanted into his costume for him, he seemed to step through thin air and appeared even further from the others, near the edge of the area the guard had cleared for them.

“STOP RUNNING!” Twilight shouted, diving after him.

“Summer!” Rainbow shouted, sounding a little frustrated that she wasn’t listening, but still following.

Twilight shot another ice beam illusion and Spike gave a wicked smirk. A barrier appeared in a sphere around him, reflecting the beam. Her eyes widened seeing the beam coming back at her.

“Look out!” Rainbow shouted diving in front of her. The beam hit her, and she threw herself to the side as if thrown off by the impact, landing hard.

“Aroura!” Twilight cried out, using Zapp’s real name even as many of the ponies watching gasped. Diving down, she landed next to her looking worried, though she knew Rainbow was fine. She’d had far worse crashes that she’d just shaken off.

Rainbow groaned, pretending to be in pain, though not too bad as she got to her hooves. Her entire right wing seemed to be incased in ice, though that was part of Twilight’s illusion. “I’m alright, just bruised.” She said flexing her wing and Twilight had the ice break and fall away as she shook her wing briefly. “But we can’t fight him by ourselves! We need to regroup!”

Twilight looked at her worriedly and reluctantly nodded. “Yeah, we should regroup.”

Suddenly Spike stepped out of thin air between them and the rest of the power ponies. “You think I’m going to just allow that?”

Glaring at him again, this time Twilight tried to look worried as if she’d realized separating them had been his plan all along. Next to her Rainbow took her lightning bolt in her teeth preparing to fight.

Dawn’s eyes widened as an incredibly powerful looking beam of pitch black magic sped toward her. The next instant she felt a rush of wind and then she was several pony lengths to the side, Winter having saved her at the last second. “I’llkeepherdistracted, trytotripherup!” she said then zipped away toward Luna. Dawn understood and charged around to come at her from the other side. Just as Luna prepared to chase down Winter, she sent her lasso to loop around her hind legs.

“Whaaa!” Luna shouted as her hind legs failed to move and she fell. Looking back at the golden lasso responsible, she spotted Dawn and gave a snarl. “Very funny!” She growled clearly not thinking so. Though she wasn’t really upset… at least Dawn really hoped she wasn’t.

Luna’s horn was surrounded by a black aura again as she prepared another spell. A spell that she never got to cast as Winter was suddenly there on her back. “Whysomuchblack?” She tapped Luna’s horn, not hard enough to really do anything, but Luna stopped her spell anyway.

“Get off!” Luna shouted getting up quickly. Winter jumped off to one side and zipped around to the other.

“Isitbecauseyou’resad?”

Luna just started to turn toward her just as she zipped right under her to the opposite side.

“Doyouneedahug?”

Horn lighting up Luna turned back the other way just in time for Winter to dash forward and hug her. Caught completely off guard, Luna didn’t react at first and they all heard some giggles from the watching crowd.

Before she could recover, Winter retreated a short way. Glaring, Luna started to take a step toward her only to find that now Dawn’s lasso was wrapped around all four of her legs. She started to turn toward where Dawn had been only to find she was no longer there.

Having circled around behind her while Winter had her distracted; Dawn took her chance and charged in. Luna saw her just as she spun to deliver a buck to her side, trying not to actually hit her too hard.

Luna played along and threw herself down again with a loud clatter of her armor. A few in the crowd cheered, but most seemed to know it wasn’t over yet. Rising again to her hooves, Luna turned to glare at Dawn. “You are quite annoying pests, aren’t you,” she hissed.

Dawn retrieved her lasso having it float at the ready next to her. “To villains like you! You bet I can be annoying!”

“Metoo!” Winter said suddenly appearing in front of Luna and tapping the chest piece of her armor. “Tagyou’reit!”

“Enough!” Luna shouted her horn flashing even as Winter tried to retreat again. Suddenly she seemed almost unable to move, as if she were trying to run through a thick pudding, the resistance dragging her to a stop. Dawn tried to run to her defense and found that she too was held in place by whatever spell Luna had cast.

“Now then… to teach you why you should never annoy somepony who can turn your lives into living nightmares.” She gave them a wicked grin as she slowly closed in.

Sweetie looked over at Apple Bloom hovering next to her facing Sunset, wondering if she had any ideas. With Sunset holding Scootaloo hostage they were really backed in a corner.

“Don’t worry about me!” Scootaloo shouted, knowing it would be the heroic thing to do. “Just take her down!”

“Oh, but Scorch wouldn’t risk her dearest sister,” Sunset said in a mocking tone as she prepared to strike at them.

“No seriously!” Scootaloo said and grinned. “Don’t worry about me!” And with that the air around her swirled suddenly and frost covered Sunset’s mane tendril for most of its length while solid ice formed around the parts nearest Scootaloo. It wasn’t an illusion, Sweetie realized, she had actually frozen them. With the added weight of the ice, Sunset couldn’t hold the tendril up anymore and it collapsed to the ground, cracking the ice but also freeing Scootaloo.

“OH THAT IS IT!” Sunset shouted shaking the remaining ice off of the mane tendril. “It’s going to take me WEEKS to get the shine back!”

Sweetie acted quickly, conjuring a wall between Sunset and Scootaloo to guard her escape. Then Apple Bloom charged forward the flames of her mane enveloping her into a living fireball. Sunset’s eyes widened and she just managed to dodge to the side away from the conjured wall, using her mane tendrils to push her out of the way. Letting the wall fade, Sweetie then conjured several giant hair combs and slammed them down, managing to catch three of Sunset’s tendrils, pinning them down. Letting her have that win, Sunset lashed out at her with one of her remaining tendrils but she evaded backwards in the air. She’d practiced extra hard with Winter to get as agile as she could with the flutter wing spell.

Growling in frustration Sunset used her free tendrils to rip the combs out of the ground, freeing the rest and Sweetie let the illusions fade. While Sunset was busy, she took a moment to look out across the square to see how the others were doing. It wasn’t good, Luna had Winter and Dawn caught in some kind of spell, while Spike appeared to have Twilight and Rainbow cornered.

“Scorch, Shiver! We need to help with Dark Star!” She called out to them as they prepared to make another charge.

“But what about Mane-iac!?” Apple Bloom asked.

“We stand a better chance together!” Sweetie insisted.

“Oh no you don’t!” Sunset shouted, trying to cut them off, but after evading she was already on the wrong side to prevent them escaping and with all three of them having wings, she didn’t have much chance of catching them.

Twilight sent another beam at Spike even as Rainbow used her lightning pendant to cast a lightning bolt, only for him to easily block both with a shimmering magic shield.

“Don’t worry, I’ll teach you both to behave properly,” he said with a wicked smirk. “You will make fine additions to my collection, once you’ve learned your proper place.”

“You will never get me under you spell again!” Twilight shouted back.

“What makes you think you’ll be any more successful resisting than you were the first time?” He replied smugly as he continued to advance on them. “You were so easy…”

Twilight glared at him, but before she could respond, a wave of fire washed over his shield from behind.

“You’ll never get the chance!” Sweetie shouted conjuring a dozen swords around her and raining them down on him as she circled around to join Twilight and Rainbow.

“We won’t let you harm our friend again!” Scootaloo added sending a blast of icy wind at him as she flew past.

“Yeah, you can’t have our elemental fan filly!” Apple Bloom shouted, swooping past him overhead and landing opposite Scootaloo.

Spike glared at them as they formed up facing him. “Mane-iac!” He growled.

“AAAAHHH!” Sunset shouted angrily charging after her escaped opponents.

“Zapp, Scortch, Radiance; keep Dark Star busy!” Twilight called out then turned to Scootaloo. “Shiver, let’s ice-block her!”

Scootaloo grinned and as the other three attacked Spike, forcing him to go on the defensive, she joined Twilight as they both charged to intercept Sunset. Before she could get in range to strike at them with her mane, Twilight shot an illusionary ice beam at Sunset, and Scootaloo snapped her wings forward sending an icy wave toward her as well. Sunset’s eyes widened in feigned shock as she tried to skid to a stop.

“NOOOOO!” She cried unable to get out of the way. In vain she tried to block both the beam and ice wave with her mane, then cast an illusion to make it look like she was being encased in ice. In seconds it was over, and Sunset was left ‘frozen’, holding as still as she could in an illusion of an uneven but clear block of ice. Cheers erupted from the crowd at the apparent defeat of one of the villains.

“Whoa!” Apple Bloom was suddenly thrown across between them and the ‘frozen’ Sunset, barely catching herself on her wings. “Darn it! He’s asking for it!” She growled then charged back in.

“Right behind ya, sis!” Scootaloo called, joining the fight against Spike. Twilight grinned and followed.

Spike was making good use of the spells and illusions she and Sunset had provided him with as well as his own magic which was considerable. Rainbow used her lightning pendant to send bolt after bolt into his shield to no avail. Meanwhile, Sweetie continued to cast illusionary weapons trying to break through his shield as well only for most to be blocked by Spike’s own illusions.

Apple Bloom and Scootaloo joined in the attack, sending ice and fire into Spike’s shield as well. Spike growled holding them off but unable to retaliate, especially once Twilight rejoined the fight, adding her own fiery beam to splash against his shield.

“You will never control me again!” Twilight shouted as all five of them continued their attack.

Spike’s eyes narrowed and he glanced over at the ‘frozen’ Sunset. With an angry snort the air around him suddenly shimmered as he seemed to vanish in an instant, leaving them looking around in shock. “We’ll see about that!” They heard his voice seemingly from all around them. “Next time, Power Ponies!”

“You coward!” Twilight shouted.

“Let him run, we still need to deal with Nightmare!” Sweetie called out from above. “It looks like she’s got the others in some kind of spell!”

“No please! Don’t! Please!” Dawn whimpered while trying not to grin. Luna had quietly told them to pretend to be trapped in a nightmare as she held them both in a spell, engulfed in shadows. Nearby she could hear Winter whimpering as well. By the sound of it she seemed to be begging somepony not to break her legs; an appropriate fear for the Fili-Second character.

“They’re coming, act like it takes you a moment to break out of the spell,” she heard Luna’s voice softly, though she didn’t seem to be speaking out loud.

A moment later a lightning bolt struck the ground next to Luna and she leapt back. The darkness around Dawn and Winter began to fade but Dawn continued to whimper as if in a nightmare.

“So the coward ran did he?” Luna said in a deep resonant voice facing the rest of the heroes. “Well, you’ll find it a lot more difficult to frighten a Nightmare!”

“We weren’t really planning on trying to scare you, darling,” Sweetie said sounding like her big sister.

“More like beat to a pulp!” Rainbow added.

Luna spread her wings as her ethereal mane began to spread out around her in an intimidating display. “If it is battle you desire; you will find I am more than capable.”

“Zapp! Keep her grounded!” Twilight ordered. “Shiver, Radiance; check on Fili-Second and Mare-velous. Scorch, with me!” With that she took off rushing at Luna, Apple Bloom following. Behind them Rainbow raised her lightning pendant upward and above clouds suddenly swirled in covering the sky, lightning bolts striking all around the square as winds suddenly picked up. Several ponies in the crowd expressed surprise as they looked around at the sudden storm though most realized that other than the wind, it was all illusions.

Twilight charged at Luna while casting a fiery beam at her. Beside her Apple Bloom added her own flames spiraling toward the dark alicorn. Almost effortlessly Luna snapped her wings forward to cancel out their flames with a shockwave of her own, then countered with a blast of dark energy that forced them both to dive to either side. Lightning struck her but she didn’t even flinch as it seemed to flow over her body and down into the ground without causing her even the slightest harm. Undeterred, Rainbow dove at her. Luna smirked and just before the pegasus reached her, vanished into her ethereal mane, becoming a cloud of energy.

Passing through the cloud, Rainbow was forced to pull up at the last second and barely managed a controlled landing, skidding across the ground. Luna reformed behind her, but immediately had to defend herself again from two more fiery blasts.

Twilight acted as though she was putting her all into the beam of fire, making it seem like they were buying time for the others to recover and rejoin the fight. Beside her Apple Bloom was also making it seem like she was giving all she had, sending a cyclone of flames larger than she was at the dark alicorn, but Twilight could see the slight smile she had. She was enjoying putting on this show, they all were. She was so glad that Sunset had made the suggestion; this was definitely going to make the fillies’ first Nightmare Night one to remember.

“Fili-Second, snap out of it!” Scootaloo said urgently shaking Winter. Deciding she’d kept up the act long enough, she blinked a few times and finally looked at her. “Shiver?”

“It’s alright, it was just some kind of vision or something!” Scootaloo told her. “We need to help the others with Nighmare Moon!”

Winter shook herself. “Right…. Right!” She said with more conviction then looked around. “WhataboutMare-velous?”

“She’s already recovered! Let’s go!”

Winter looked to see Dawn and Sweetie already galloping to rejoin the fight, Dawn grinning broadly. Winter couldn’t help smiling as well seeing her sister having so much fun.

“Let’sfinishthis!” She said, then activating accelero, sped in to rejoin the fight.

“Hey, wait for me!” Scootaloo shouted behind her.

Twilight saw the others rushing in and knew it was about time for the final battle. Luna knew the basics of the plan and so knew it was almost time for her to pretend defeat, but she had said she had an idea for the end of the battle.

“You are all nothing! You haven’t a hope of victory!” Luna shouted as she almost effortlessly deflected another blast of flames from Apple Bloom.

“Maybe not alone!” Twilight shouted back and sent an icy beam to join Rainbow’s lightning bolts. “Maybe not even two or three of us! But all of us together!? There’s nothing we can’t do!”

Luna barely leapt back in time as Winter sped past less than a hoof's width in front of where she’d stood. She didn’t have time to dodge the rain of daggers Sweetie sent down at her and was forced to conjure a shield to protect herself. Dawn’s lasso snaked past under the shield, wrapping around her barrel pinning her wings even as Winter sped past again, this time landing a hit on her chest piece knocking her back a few paces with a loud clang.

“Fili! Grab the other end!” Dawn shouted as Winter sped past her and then took her end of the lasso in her teeth. Winter understood and went to the other side, grabbing the other end and pulling it tight with it still looped several times around Luna’s barrel holding her pinned.

Seeing what they were doing, Twilight grinned as the rest formed up around her Apple Bloom and Scootaloo to either side with Sweetie and Rainbow hovering just above and behind. “It’s time to wake up, Nightmare!” Twilight shouted and together the five of them all attacked at once. Fire, ice, lightning and conjured blades all converging on the dark alicorn.

Luna’s eyes widened and she put up a shield trying to hold it back. For a moment it held, long enough for some ponies in the crowd to question whether it would work. But then a crack appeared, then another, and soon the entire barrier was spiderwebbed with cracks. “Noooooooo!” Luna shouted as her shield finally gave and the beams all converged on her. Then an illusion of an explosion hid her from view and forced most the watching crowd to look away as the sound of the fake explosion shook the entire square. When they all looked again, they found the ground appeared to have been torn up in the explosion raised into the rim of a large crater. It was an illusion of course, likely part of Luna’s idea.

Twilight along with the others and all the ponies in the crowd watched the crater clearly all wondering what had happened, if it was over. Dawn pulled her lasso back as the silence wore on. Suddenly a young blue mare with a baby blue mane popped up, looking over the edge of the crater. Luna, not just as she was before, but as she’d appeared just after being changed back from Nightmare Moon well over two years ago. She looked around at the crowd and the ‘Power Ponies’ and her ears laid back as she realized every eye was on her. “Did I go Nightmare again!?” She asked innocently.

Laughter erupted all around and then cheers and stomping hooves as the crowd realized the battle was won.

Smiling Twilight moved to the center of the cleared area, near where Sunset was still pretending to be frozen. The rest of them joined her even Luna in her teenage looking form and formed up around her facing the ponies of Ponyville, Dawn and Winter by Twilight’s side, Rainbow on her other side along with the crusaders and Luna. Together they all took a bow, as the cheers continued. Then Twilight stepped forward.

“Thank you everypony! I hope you all enjoyed our little show!” Twilight said using a simple spell to amplify her voice so they could all hear as the cheers quieted. “As this is Winter and Dawn’s first Nightmare Night, I wanted to make sure it was memorable for them; so when they suggested we all dress up as Power Pony characters, I was all for it; then when it was suggested we put on a show with the Power Ponies battling the villains, I thought, why not. So, allow me to introduce the stars of our show!” She stepped to the side turning partway back toward the others. “As the super strong wrangler from the lost city of Alfalfis, Mistress Mare-velous: Dawn Melody!”

Blushing a bit, Dawn stepped forward, and took another bow as ponies cheered, then retreated back to stand by the others again.

“As the fastest pony alive, Fili-Second: Winter Belle!”

Winter zipped forward and with a bit more confidence, took a bow before zipping back to her spot in line, receiving a bit of extra cheers for the show.

Twilight couldn’t help smiling as she went on. “As the beautiful Radiance: Sweetie Belle!”

Swooping forward with her butterfly wings, Sweetie made a midair bow receiving a bit of extra applause as well before smiling and swooping back.

“As the icy hot Frostfire Twins, Scorch and Shiver: Apple Bloom and Scootaloo!”

Apple Bloom and Scootaloo flew forward spiraling around each other as they landed and struck a pose briefly before bowing to the cheers of the crowd.

“As the princess of the storm, Zapp: Rainbow Dash!”

Rainbow smirked a bit as she flew forward to take her bow. They’d all had a bit of a laugh when they’d found out that Zapp in the comics was actually the princess of a tribe in a distant realm.

“And of course myself as the pegasus with the horn of the elements, the Masked Matter-horn!” Twilight said giving her own bow.

“Let’s not forget our villains though!” Twilight went on after smiling and accepting the crowd’s cheers. “Playing the insane mane care enthusiast, Mane-iac: Sunset Shimmer!”

The ice around Sunset appeared to shatter and she let out a crazy laugh rising up on her mane tendrils again only to take a bow. The crowd, momentarily surprised, broke into cheers again as she lowered herself down again and went to stand next to Winter.

“As the suave and slippery puppeteer, Dark Star: Spike!”

The air seemed to shimmer, and Spike again stepped out of nowhere, returning from wherever he’d gone to hide. With a grin he bowed as the crowd cheered before taking his place in line.

“And of course, playing the terrifying Nightmare Moon: Please give a very warm welcome to our very own Princess Luna!”

With a smile Luna stepped forward and as she did magic swirled around her returning her to her to her Nightmare Moon form. Spreading her wings she made an elegant bow as the ponies of Ponyville cheered for their beloved princess. Standing again, Luna grinned. “THANK YOU CITIZENS OF PONYVILLE!” The townsponies were stunned into silence at the use of the royal canterlot voice, but Luna just continued to grin. “THE NIGHT IS STILL YOUNG! ENJOY THE FESTIVITIES, AND HAPPY NIGHTMARE NIGHT!”

Cheers erupted again and Twilight led them all in one last bow. It was a Nightmare Night that most of them would remember for years to come.

~~~

“Sweetie! When did you learn to fly!” Scootaloo demanded excitedly as the crowds returned to their normal Nightmare Night festivities.

Sweetie grinned as Apple Bloom looked at her questioningly as well. “Winter taught me the spell, and she and Dawn have been helping me practice flying with it for the last few weeks,” She told them.

“Wait, you mean you cast the spell yourself!?” Apple Bloom asked in surprise. “But AJ said when Twilight cast that spell for Rarity that even she had a hard time casting it!”

“Yeah, that’s what Twilight said, but Winter knew a much easier version!”

“Yes,” Winter said as she and Dawn joined the crusaders. “I did originally make the spell for a friend I had who was not an exceptional spellcaster so it had to be easy to cast.”

“That’s awesome! We can all fly now!” Scootaloo said excitedly.

“Yep!” Sweetie said with a grin, jumping up and hovering with her butterfly wings.

“We will have to go flying sometime!” Dawn said with a grin.

“You bet!”

“But for now, Ah think it’s time for trick-or-treating!” Apple Bloom said with a grin.

“Yeah, candy time!” Scootaloo cheered.

“And don’t forget the candy offering.” A deep menacing voice said from behind her.

Scootaloo spun around in shock and looked up to see Princess Luna grinning down at her. “Princess Luna!” She cried happily and Luna smiled as the fillies gathered around.

“You all did very well in our show. I do believe that ponies of Ponyville did quite enjoy it.”

“It was so much fun!” Apple Bloom said with a grin. “And when you showed up, the fun was doubled!”

Luna laughed not missing Apple Bloom’s slight jab. “Indeed, it was quite fun for all. Well, let me not keep you from your candy gathering. I did just wish to congratulate you all on a job well done.”

“Thanks Princess Luna!” They all said happily, then Winter waved. “We will see you later.”

“Have a good Nightmare Night.” Luna said waving in return.

“Come on, let’s get our candy bags!” Dawn said eagerly.

“Then I know the perfect route for maximum candy!” Sweetie added.

They all looked at her in surprise.

“What? Twilight helped me map it out!”

~~~

“Happy Nightmare Night! Mua ha ha ha!” Sunset said in the unhinged sounding voice she’d used to play the villain as she waved to another group of young comic fans that had wanted to compliment her on her costume and performance. Despite all the bad things that had forced her to come back, and everything she missed about her friends and the human world, she had to admit, ponies were much better at letting loose and having fun! They didn’t care about looking foalish.

“You did quite well in your part, Sunset Shimmer,” a voice she recognized said from beside her. A voice she recognized but coming from a pony she’d never truly met.

“Princess Luna!” Sunset said turning and bowing to the night princess.

“No need for that,” Luna said gently, smiling, then added in a quieter tone, “niece.”

Sunset looked up at her in surprise, then glanced around to make sure nopony was close enough to hear. “Celestia told you?” She asked softly, though the answer was obvious.

“Indeed, and I was quite cross with her for not telling me sooner. At the very least she should have told me when you did first take Twilight’s crown.”

Sunset winced at the reminder of what wasn’t her finest moment. “Yeah…”

“Of course she should have told you long ago.” Luna added softly then stepped forward and put a hoof on Sunset’s shoulder. “She does love you, Sunset.”

Sunset sighed heavily. “I know… I just… I just need a little more time.”

“I understand, and though she is eager to see you again, Celestia does understand as well. But let us not dwell on heavy thoughts, tonight is for fun! Care to join me in some festive games? After all, we villains should stick together, should we not?”

Sunset laughed softly. “I’d love to, Princess.”

“Excellent! Luna said and grinned, turning toward the part of the square where most of the games were set up. “I did quite well on the pumpkin catapults last year and would like to see if I can break my record!”

“Yeah, that looks like fun! They never had that kind of thing at Nightmare Night in Canterlot.” Sunset said falling into step beside her.

“Truly? I have not actually attended the festivities in Canterlot myself since I came back.”

“Yeah, they had lots of other games, but never the pumpkin catapults,” Sunset told her.

“Well then, let us smash some pumpkins!”

“Sounds good!” Sunset said having the mane tendrils of her costume trail behind her as they walked.

Luna glanced back at them noticing how they were still waving and moving as if alive. “I am curious; how did you accomplish the mane of your costume?”

Sunset grinned. “You know how you can create solid forms with your magic by holding air still in whatever shape you desire?”

“Of course, though usually conjuring a temporary object to fit your needs is more efficient.”

She nodded. “Well the mane is basically a bunch of hollow sleeves made of a stretchy fabric that I’m just making solid forms inside of in order to move them around.” Sunset said making the tendril wave around in demonstration.

“That many at once? That would take some concentration; clearly your years without magic did not diminish your talent in the least.” Luna said in surprise.

Sunset smiled at the praise. “Well, I’m definitely not quite back to where I was before I left; but thanks.”

“Tis no small feat; concentrating enough to manage six such tendrils while also acting a part and fighting so convincingly with additional illusions besides; you were a quite convincing Mane-iac!”

Sunset looked over at her. “Do you know of the Power Ponies?”

Luna grinned. “Indeed, comics have become a favorite indulgence of mine this past year. The Power Ponies first and foremost. Tis why I asked to join you when Twilight told me of your plans for tonight.”

Sunset grinned. “Heh, maybe you can help us convince Twilight to read them. Spike and the fillies and I have all been trying to get her to try them out, but she hasn’t yet.”

“She hasn’t!?” Luna asked, truly surprised. “That is indeed something we must remedy! But it will have to wait; for now, let us have some fun!”

~~~

Twilight smiled watching as the fillies galloped with the crusaders toward the next house on the block and followed at a much more relaxed pace. Winter and Dawn seemed to be truly enjoying themselves. She was so glad that their show had gone so well. They’d all been receiving numerous compliments on their costumes and performance. It seemed everypony was having a Nightmare Night to remember.

Nearby she heard a lightning strike and several ponies shout in surprise. She rolled her eyes as a few moments later Rainbow flew in to land next to her giggling. “This thing is great; I don’t even have to worry about accidentally shocking somepony!” Spotting Flitter dressed up as a griffon just down the road, she lifted the lightning pendant pointing it at her, triggering the lightning illusion to send a bolt striking the other mare. She jumped nearly to the rooftops shouting in surprise. After hovering a moment, she heard Rainbow laughing her flanks off and a moment later realized that the lightning hadn’t caused her any harm. She gave a soft laugh then stuck her tongue out at Rainbow.

Twilight couldn’t help giggling softly as well. “Just don’t go overboard.”

“Don’t worry, I’m trying not to get anypony more than once or twice. You should have seen Rarity’s face, though! That was priceless!”

They both looked as the Fillies and the Crusaders moved on to the next house.

“They seem to be having fun.”

Twilight smiled. “Yeah,” she said smiling fondly as she watched the fillies galloping with their friends to collect more candy. Her soon to be daughters…

Rainbow snorted suddenly as if trying not to laugh and Twilight looked over at her, then saw what she was looking at. Daring Do was walking toward them grinning; wearing her full gear and looking exactly like she did on almost every cover of her books.

“Nice costume.” Rainbow said with a laugh.

“Thanks I’ve worked a long time on this look!” Daring replied with a grin, then made a quick bow to Twilight.

“Yeah, I’ll bet! What, thirty, thirty-five years?”

“Hey, I’m not that old!”

Twilight laughed. “Has anypony realized you’re not actually in costume?”

“Other than you two, not one!” Daring said with a grin. “That was quite a show you put on earlier.”

“Yeah, it was pretty awesome!” Rainbow said with a grin.

“Pretty good costume too; I wouldn’t have even recognized you if you weren’t with Princess Twilight here,” she said then looked around smiling. “Ponyville certainly knows how to throw a Nightmare Night festival! It’s been a while since I had a chance to enjoy one.”

“You still planning on revealing the truth?” Twilight asked. “Because you know there’s always a chance somepony will realize you’re not in costume.”

“Yeah, probably sometime next month. I want to get out once more before winter starts to check on a few more of the prisons. After that I should have plenty of free time during the winter months for all the interviews and press conferences that I’m sure I’ll be doing,” she said rolling her eyes.

“You want me to come with you this trip?” Rainbow asked.

“I was actually kind of hoping you would,” Daring admitted. “The last trip by myself it was pretty quiet.”

“Having a friend along always makes things more enjoyable,” Twilight agreed, though she meant it would mean a week or more without Rainbow.

“I was thinking about going next week, probably over the weekend and into the week after. They’ll be starting winter going in the more northern parts by then.”

Twilight nodded. “Might even be starting here by then.” She glanced at Rainbow. “You’ll miss the running of the leaves.”

Rainbow sighed. “Yeah, but this is pretty important right?”

“Yeah.” Twilight sighed as well. “It is important,” she said more for herself than Rainbow.

“We can make our plans over the next few days,” Daring said, “For now though; I’m going to go try some deserts. Usually I’m living on camp foods, rations, or instant meals,” she said with a smirk and with a bit of extra bounce in her step headed toward the main part of the festival. “See ya around!”

“See ya!” Rainbow called while Twilight waved.

For a moment Twilight and Rainbow walked along in silence following the fillies as they made their way down the road. “I’ll miss you,” Twilight said finally.

Rainbow smiled and put a wing around her. “Me too, Twi, but it’s only a few days.”

Twilight sighed leaning a little into her. “I know,”

Hugging her against her side, Rainbow couldn’t help smiling. “Let’s just enjoy the rest of Nightmare Night. We can worry about that later.”

“Sounds good.”

Author's Note

Well, this chapter ended up a bit longer, but I didn't really want to split it up.

I did look up all the info I could find about the Power Ponies. Each was based on a comic hero and most of them were given real names that were mostly puns on the name of the character they were based on.

Though it's hard to tell, the Masked Matter-horn was apparently based on Cyclops, so her actual name was Trot Summers. I had the idea to have her go by just Summer most of the time. Zapp was based off Thor and like Thor was heir to the throne: Princess Aroura.

I am going to try to work a bit quicker on the next couple chapters which will get into Hearths Warming. Hopefully I'll get them out in time for Christmas.