Carousel boutique vs Scary boutique

Chapters

New store in town
Morning of horrors
Grim and not grinning
Sick chaos
And the score is...
Win one...
...Lose all
Terror time
Horrible truths, horrible solutions
Its showtime
One last fright

New store in town

It was a beautiful day in Equestria.

The sun was up, birds singing, a fresh breeze in the air.

Day, me say day-o
Daylight come and me wan' go home

Someone was clearly in agreement with it as, down the road, pulling from a dark purple gothic-looking wagon, was a young mare with pale grey (almost white) fur, midnight black tail and mane (this one styled in a tall, gravity defying bun held by a purple ribbon) and black eyes with purple mascara over then.

Her cutie mark resembled an old oil lamp with bat wings

Day, me say day, me say day, me say day
Daylight come and me wan' go home

At the end of her song she reached the top of a hill looking down at a town.

"finally Ponyville" she called with a smile "home of princess Twilight, and princess Luna favorite spot for Nightmare night" she said excited "this was a great idea, just before the celebration this will be perfect time and spot to sell costumes" she said in happy tone "dont you think?" she turned to her side.

Where a white bunny was eating a carrot.

The animal turned confused at her...was she talking to him?

"I know i cant wait to start" she said as she continue her way sining

Day-o, day-o
Daylight come and me wan' go home

The bunny just give her a "weirdo" look; not noticing its carrot turning black and white stripped

And when he wanted to take another bite

ROOOOOAAAAAA!!!!

It suddenly roared opening like a maw filled with fangs

Ahhhhhhhhhh!!!

The bunny leaped in fear before fleeing as the carrot returned to normal

"Hehehehehe" and an evil chuckled was heard as a shadow followed the retreating mare.

(Carousel boutique)

Rarity was humming happily as she opened a curtain letting the sun in.

Opening the window she took a deep breath

"Umm yes...I can smell it, Nightmare night approaches, which mean times for carousel boutique´s horror fashion special to start!!!" she called in decisive/excited tone as she turned into her workshop to see dozens of mannequins dressed in beautiful costumes "ohh i can already seeing it...ponies rushing in to get the last fashion for Nightmare night" she said dusting off a princess costume "showing off to their friends and love ones" she played with the tail of a mer-pony costume "which in turn will rush in to get their own" she giggled tip-toeing around a classic vampire outfit "ohhhh the workload will be huge..but as a proud designer i will sacrifice myself to see ponies enjoying and showcasing my work to the masses!!" she declared in dramatic tone as she used her magic to set a crown on a mannequin with a queen outfit "hehehe sometimes being the only boutique in town can be both exhausting but so gratifying" she giggled as she moved to the door "but before attending the crowds of ponies i will need my morning tea"

With that the white unicorn descended the stairs towards the kitchen.

"Left...i said Left..." hearing the voice of her sister as she walked through the living room.

"Morning Sweetie Belle" she greeted.

"Morning Rarity" Sweetie´s head greeted from the floor.

The unicorn reached the kitchen, a teapot already set on the counter, she served on a cup, added some honey and lemon, took a deep sip.

Her eyes open wide

PFFFF

and spitted all the tea; rushing back to the living room.

"come on...YOUR left" Sweetie´s head called as her body (dressed in a dark uniform suit-like costume) walked and stumbled ON ITS OWN against the center table. "Oh come on! its not that hard!!" she huffed before noticing her sister "Hey Rarity could you help me here?"

Rarity´s eye twitched.

AAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!

And her scream was heard from outside the building

(Cue theme song)

(Ponyville market)

"So Fluttershy...Nightmare Night is coming soon" said Twilight as she walked side by side the yellow pegasus "I suppose you will be bunkering down on your house again?"

"Oh yes...well...Im getting there" answered Fluttershy "there is still time but...well..it seems this year will be more frightening...if Angel is already like this" she turned her head showing her bunny grasping at her head with all his strength while trembling with a frightened look in his face "he has been like this since yesterday for some reason"

"That's...." Twilight frown looking to the rabbit having never seen Fluttershy pet behave like this "A bit concerning..." She admitted rubbing her chin with her hoof "he almost looks like he's seen a ghost or something." She observed with a slight joking tone.

"I hope not...nor that someone had scare him as a prank" Fluttershy added with some heat (for her) in her tone.

No one messed with her animals after all.

"For now i want to get some fresh carrots for him and spend a calm quiet day without anything surprising him..."

"TWILIGHT!!!"

"Ahhhhhhh!!!!"

The bunny cried in shock as he fell off Fluttershy falling stiff as a board on the ground as Rarity rushed to the duo.

"COME QUICK...SWEETIE..MAGIC...HELP!!!!" the white unicorn didnt lose time grabbing the Alicorn in her magical aura before rushing back from where she came from with Twilight behind.

"Woah woah!!! Rarity!!!" she protested by the sudden kidnap.

Fluttershy remained there, blinking finding herself alone.

"I..umm...see you...later?" she said really confused not really knowing what to do outside picking up her bunny "ummm yeah..." so confuse she was at the situation, that she didnt noticed a stopwatch suddenly appearing behind her...until she turned around "umm?" and began following it with her eyes

(Carousel boutique)

"What in Equestria?" Twilight said in shock as she was rushed into the boutique...and saw Sweetie Belle

"Oh hey Twilight" greeted the filly, still dressed in the suit...with her head held in one hoof...as she walked to them.

"I...ah...you..." Twilight found herself stammering at the sight she had seen a lot of things since first moving to Ponyville, but this had to be one of the more shocking...not to mention morbid sights she had ever seen but she managed to shake off her shock before giving Sweetie Belle a worried look "Sweetie! What in Celestia's name happen to you!?"

The head blinked

"what do you mean?" she asked.

"what do...SWEETIE BELLE...YOUR HEAD!!!!" yelled stressed Rarity.

Blink

"Ohhhhh! you mean my new costume?" she asked making a spin "isnt it great?" she asked passing her head to her other hoof.

"Costume?!"The older two mares exclaimed exchanging confused looks.

"How in the holy name of fashion is...THIS!" Rarity pointed at Sweetie Belle "A costume?!"

Blink

"Wait...YOU BOUGHT A COSTUME..OUTSIDE THE BOUTIQUE?!!!" yelled Rarity feeling betrayed

Her own sister..brought somepony´else clothes!!!

"Rarity!" scowled Twilight feeling there was more important questions to do "Sweetie Belle where you get the costume?"

"oh from the new boutique that just opened close to the market" answered the filly walking and picking up a bag "here...see?"

The bag had a sign that Twilight read.

"ENCHANTED COSTUME: HEADLESS-HORSE...This product has the beetle seal of approval at being only sell at the Scary Boutique" and indeed there was a green seal of an...ugly beetle giving...thumbs up?

"Hmm...enchanted costumes?" Twilight muttered out with a speculative look before turning her head to Sweetie Belle her horn lighting up as she prepared to exam her and this costume...while Rarity on the other hand...

"This..this...this is an outrage!"

Was suddenly finding herself focused on more important matters than her sisters disembodied state as she glared at the bag.

"How dare someone just open up a rival boutique in my home, but also have the nerve to use my own sister against me!" She exclaimed out with a dramatic huff.

Sweetie Blinked while Twilight rolled her eyes.

"Well NOT on my watch!!"

And before the two could protest both were grabbed by Rarity´s telekinetic hold and dragged.

"we are going there RIGHT NOW and give them a piece of my mind!!"

"wait Rarity!!! wait a moment!!!" Twilight protested...only to be ignore as they rushed through town again.

They passed a mail pony who looked at them confused before opening a mailbox

Grrrrr

From where a red clawed, black and white monster hand emerged grabbing the letters causing the pony to scream in fright and ran away.

(Not long after)

After finally get Rarity to put them down, the trio of mares reached their destination.

"here it is" said Sweetie still head in hoof as she pointed to the store.

Well it was actually a big circus tent..colored a dark purple and giving a "haunted house" vibe on it thanks to the bat and spider decorations on it.

In the front was a sign that red "SCARY BOUTIQUE: Nightmare night costumes and decorations"

Letters in purple..but with bug drawings on it.

"Well...they certainly stick to the theme i'll give them that much." Rarity muttered out with a huff wearing a heavy scowl "But if they think they can scare about the competition from their own home no less ohohoho.." Rarity gave a dark glare, "they have another thing coming!" She said with what could be called a snarl as Sweetie and Twilight looked over at her in concern.

"Uh...maybe you should calm down before you do something you'll regret Rarity." Twilight said nervously.

"the only thing Im regretting is not getting this...wanna-be costume out my sister and thats ending now" she called pulling Sweetie and entering "I want to make a refund!!"

Twilight followed quickly.

Inside was actually well illuminated with rows and rows of costumes and decorations in their own isle. mannequins were dressed in costumes, really scary costumes of monsters of different types and looks.

Fake spider webs, bats and the like hanged from the ceiling while jack-o-lanterns lights decorated the walls.

Walls that had painted classic horror settings like houses, forests and graveyards on them.

"Hmm have to say whoever owns this place really went all out with the decorations..." Twilight muttered out with an appreciative hum.

"Thank you..Im really proud of it" a young voice called making Twilight turn to see a young pale coated Earth pony mare "and..let me say is an honor having you on my store your highness" the girl bowed to her.

"Oh uh...please no bowing.." Twilight said with a sheepish chuckle and grin honestly not used to that kinda treatment even now, "I might be a princess.." Her wings flared out for emphasis for a moment, "but really i'm just like any other pony.." she said with a chuckle before blinking and arching a brow, "And do you work here?" she inquired with the mare raising her head shaking it.

"Owns it actually.." the young male said with a soft smile with Twilight arching a brow at seeing a pony her age already operating her own business like this.

"Im Lydia..nice to meet you" she introduced herself "Owner and designer of Scary Boutique"

"And i'm Twilight Sparkle though you ah already knew that.." Twilight said with a embarrassed giggle before smiling at Lydia, "it's a pleasure to meet you Lydia..." she added looking around the boutique "you've certainly got yourself an impressive store here."

"Thanks" smiled the mare "you dont know how excited i was about opening..and i even had a couple of costumers already"

"Ah yes...i've actually seen your work..." Twilight stated with a slight frown "And I was wondering if I could ask you about your.." she started to say before being cut off.

"So you're the hooligan who thinks she can open up in my own back yard and sell her rival merchandise to my sister!"

By an angry Rarity stomping forward.

Lydia blinked

"Ehhhh..what?"

"Rarity!" scoffed Twilight using her magic to stop her friend from moving "sorry about that..its just..well we have questions about the..costume you sell this one" she said signaling Sweetie Belle to approach

"Hey miss!" she greeted.

"oh hello little one..is the costume working for you?" asked Lydia with a smile.

"Yeah it's really great! My friends are going to be so jealous!" Sweetie told her with a eager smile and even a happy hop.

"yes..well...sorry we are wondering" Twilight tried agin.

"HOW WE GET THAT THING OFF HER!!!" Rarity roared in anger.

Lydia blinked.

"Im sorry...didnt you read the instructions?" she asked making the trio blink.

"Instructions?" asked Twilight.

"yes all the costumes come with an instruction sheet for its use" explained the pale pony "it must be on the bag"

At that Twilight frowned levitating out the bag only for Rarity to quickly rip it out of her grasp with a slight frantic look to her eyes.

And low and behold..there was a sheet on the bottom.

HEADLESS-HORSE COSTUME INSTRUCTIONS.

STEP ONE: to activate the magic just put on the costume remembering to button up and put on all the accesories.

STEP TWO: for realism only gave your head a little pull.

TO TAKE OFF COSTUME:

STEP ONE: put your head back in place.

STEP TWO: unbutton the costume and retire.

"Hmm simple enough instructions for some very impressive magic.." Twilight observed reading over Rarity shoulder.

"Hehe thank you, really tried my best." Lydia said with a proud smile.

However Rarity wasnt interested; in hurry she used her magic to put her sister´s head back in place, then unbutton the neck of the costume...and take the whole thing off in one go.

"RARITY!!" cried Sweetie Belle using her tail to cover herself

However Rarity ignored her sister while levitating the outfit over to Lydia.

"Here! And we'll be taking a refund thank you very much!" she added with a huff.

"Oh? there was any issue with it?" she asked confused "I could offer you another costume in exchange"

"The issue.." Rarity said between gritting teeth "is my little sister buying merchandise from the competition!"

"Hey! i liked that costume and i bought it with my money!" protested Sweetie Belle.

"And yet you knew perfectly well that you have Equestria finest seamstress as your older sister who would have made you a costume for free." Rarity said shooting her sister a look.

"Huff yeah but..you do always the same costumes each year...I want to try something new and excited" scoffed the filly.

At this Rarity let out an offended gasp.

"My costumes are exciting!" She exclaimed in offense and actually a little bit of genuinely hurt leaking out at the statement from her own sister no less!

"ehhh" Lydia didnt know how to take this.

"Dont worry...Rarity is just...a bit overprotective thats all" said Twilight levitating the costume into the bag and saddle it on "we will keep the costume...and i like to say Im quite curious about them..you made them yourself?"

Lydia smiled at that.

"Indeed I seamed and created all my costumes and decorations" she said with pride as she walked towards a mother/filly duo checking a costume "although I didnt casted the spells but did make sure they do exactly what they suppose to do" she added as the filly put on a dark Butterfly costume (wings included) "basically they let you turn you physically into what they represent" Lydia grabbed a hairband with antennas "but for it to work you must have ALL the costume on" she put it on the filly and immediately the wings began flapping and the filly began flying much to her delight "for it to stop only take one part off and you return to normal" she gave the bag to the mother who smiled and passed her some coins for the costume before leaving with the filly flying behind her "all the costumes are tested and have instructions for each of them"

"Impressive this is some incredible level of enchantments." Twilight said with a grin and a nod, "I know some graduates from Celestia´s school for gifted unicorns who wouldn't be able to pull this off." She noted to the young earth pony.

"Hehehe thanks" smiled Lydia "i will make sure to pass the compliment" she said "if want to try something we have adult size costumes for all pony-kinds" she said with a wink.

Twilight actually began thinking about it.

"Forget it!!" exclaimed Rarity pulling the princess away "No friend of mine will buy anything from..." she stopped as she bumped into something...white and Sticky? "Aggg!!"

"Oh sorry Rarity" said...Fluttershy?!!!

Yes it was the shy pegasus...only now she looked a bit pale...and was covered in some white...cloth? no wait...were those SPIDERWEBS?!!

"How is treating you the spiderweb costume miss Shy?" asked Lydia.

"hehehe I wasnt sure..but i think I like it..and the company is quite charming" she said as some red spiders began crawling on her.

Same red spiders Rarity saw were on her mane.

"Grlrt....flutter.... Fluttershy...." Rarity stutter out turning pale.

"Fluttershy? what you doing here?" asked Twilight in confusion.

"oh well..after you and Rarity left well...I found this shop and..I dont know..got curious" said the pegasus "and Miss Lydia have been so kind and well...I felt bad to not try at least one of the costumes she makes"

Rarity eye was twitching for more then reason the sight of Fluttershy and the fact the competition was trying to use both her friends and family against her!

"But you hate Nightmare night!!" called the unicorn in disbelief "I have been dying to get you on a costume yet every year you simply hide away!!!"

And really she had so what made this upstarts work so special?!

"I mean...i still do..and i will ummm" Fluttershy looked away "but ummm...this costume...is quite comfy"

"and my costumes aren't!?" Rarity exclaimed out, "Also how in the name of common decency do spiders crawling all over you equate to comfortableness!"

"well...they...tickle...in a good way..." Fluttershy looked away.

Rarity simply shot her a look of disbelief while Twilight was questioning Lydia a bit more.

"So you're new to Ponyville?" Twilight question with a arched brow her mind going to her party loving friend and wondering if Lydia had a welcome to ponyville party heading her way.

"Indeed" said Lydia "just arrived yesterday...had to find a nice spot and set the store" she explained "just opened today" she said proudly.

"And you already seem to be doing good with your business." Twilight noted seeing quite a few happy customers browsing the wares.

"yeah..is a bit slow but being so close to Nightmare Night i trust soon will have the place full" said Lydia with a smile "does help my...associate probably went out to promote the store"

"Associate?" Twilight inquired with an arched brow.

"Just s close friend who helped make this possible" Lydia said with a giggle.

"its he the one making the spells?" wondered Twilight

"Indeed" said Lydia "I make the clothes he spells it..couldnt have done this without him" she added with a grateful smile "He always is there to support me when i need it"

"That sounds wonderful, Always good to see friends helping each other." The princess of friendship said with a genuine wide smile before giving off an eager look, "and if he's the one behind these enchantments I would love to meet him!"

"Oh!" suddenly Lydia stiffed "umm I...maybe? think he is out now..and well..." she scratched her head nervously "he is...well..a bit chaotic when meeting someone"

"Hehe dont worry I'm used to dealing with chaotic personalities..." Twilight said back with a snort "if you dont believe me just ask pinkie pie or Discord"

"hehehe if say so...i will comment him once he gets back" Lydia said "and..returning to costumes I think i have something here that might be of your liking"

Rarity had enough

"Sorry but she already had a designer with a costume ready for her!" called the unicorn quickly using her magic to drag Twilight and Sweetie belle away and out the store.

Lydia blinked at this...that was...unexpected.

"Ummm...goodbye" said Fluttershy as her friends walked away from her for the second time that day "ummm..." she turned to Lydia "do you have something for bunnies...or birds...or animal in general?" she asked.

Blinking Lydia decided to simply archive that for later.

"Sure we have an entire section for pets" she said with a smile "want me to show you?"

"ohh yes please! I'm sure so many of my animal friends will look adorable dress up!" Fluttershy said with a clap of her hooves.

Lydia smiled and guided Fluttershy to that section of the store

Author's Note

Happy Halloween and Nightmare night to all bronies, pegasisters and fans of horror/comedy cartoons of the 90´s

Morning of horrors

"Rarity!! put us down this instant!!" called Twilight as she and Sweetie belle were being drag again through town "you are being ridiculous!!"

"Ridiculous?! Me!" Rarity exclaimed shooting Twilight a look, "That hooligan is trying to steak my customers away! She's even got my loved ones buying her knock off merchandise!" She shouted out as Sweetie and Twilight traded looks.

Sharing a nod Twilight´s horn glowed

FLASH!!

and soon both her and sweetie appeared in front of the unicorn.

"Rarity...are you feeling threaten by Lydia?" asked the Alicorn.

"Threaten!" Rarity gave her an insulted look "Why would I feel threaten?" She added with a laugh, "I'm one if the most respected fashion experts in Equestria!"

"Then explain this aptitude of yours please" said Twilight a bit annoyed as she handed the bag with the costume back to Sweetie belle.

"I'm just a tad annoyed that my friends and family suddenly think my hard work isn't good enough or exciting enough for them." Rarity retorted back with a huff.

"Rarity, no one is saying that!" said Twilight exasperated "its not bad to compliment the work of others and its obvious Lydia and her friend really have made an effort to set their shop"

"And I haven't?;" Rarity said putting her face against Twilight, "I haven't worked for years! Only to become yesterday's news!"

Twilight sighed.

"Rarity arent you exaggerating?" she asked "Lydia just opened her shop and its not like anypony think its better than yours"

In that moment a colt passed running by then.

"Hurry mom i heard there is a new supper-fabulous costume shot in town!" he called as her mom trotted behind him.

"Calm down Button im coming" the mare smiled in good natured.

At that Rarity eye twitched as she shot Twilight a look.

"They...didnt said hers was better" said the purple pony.

"super-fabulous Twilight!!! they never referred to my store like that!!!!" Rarity cried.

"Or maybe Button was just excited" said Sweetie Belle "he gets like that with anything new" she added rolling her eyes.

"You dont start young lady!" called Rarity "I havent forget you bought from the competition!" she looked toward her sister with a scowl "Something I honestly thought I'd ever see! My own sister betraying me!" She exclaimed dramatically while placing a hoof over her heart "But apparently my own hard work just isn't good enough for you." She added with a huff.

More foals and adults passed by towards the Scary boutique.

"Nor for them!" said Rairty in anger before intercepting a couple of ponies "MY BOUTIQUE IS IN THE OTHER DIRECTION!!!" she yelled causing the duo to rush away scared.

Sweetie Belle rolled her eyes.

"Maybe they are going to the one Boutique thats ACTUALLY open" she said "you know...as i dont think you have actually even turn the sign of ours"

At that Rarity stopped pausing her jaw dropping as she realized her sister was right! However she soon gave a frustrated growl.

"Well forgive me for being more concerned with my sister literally losing her head, over remembering to open my shop!"

"well as you can see im fine" said Sweetie "thanks for worrying but, shouldnt you go open before more ponies decide to visit the new one?"

"Grrr I will and when I do I will remind everyone in Ponyville who owns the REAL top boutique around here!" Rarity huffed before running off leaving Twilight and Sweetie to exchange looks but before they could say anything Rarity ran back to them, "Also Sweetie you're grounded." she told her sister with a flat look causing Sweetie Belle jaw to drop as she made a sound of protest but Rarity had already ran off determined to get to her boutique and astound Ponyville with her skills in TRUE fashion.

Once she was gone Twilight sighed

"she is my friend..but sometimes think she can be a bit too...dramatic" said the Alicorn

"You telling me?" called Sweetie Belle "and she cant ground me! ground me for what? for buying a costume with my money?!!" The young pony said looking just absolutely livid while Twilight just winced.

"She's probably just really upset and not thinking clearly...i'm sure you're not really grounded." she told Sweetie Belle who let out a her own angry huff.

"Hope not! i want to go show Scootaloo and Apple Bloom this amazing costume!" Sweetie Belle said excited "bet i could gave them a good Nightmare night fright with it" she added in conspiracy tone.

"Heheh i'm sure you could" Twilight agreed with a slight amused smirk and giggle "just try not to take it too far okay." she added with an arched brow after all she didn't want anypony to have a break down or a heart attack.

"I won't!" Sweetie Belle chirped a with a grin "this is going to be the best nightmare night ever!" she added excitedly.

"Hahahaha you go and have fun" said the Alicorn "ummm maybe I could return for one of my own" she thought "...I mean...Rarity would get mad but...Im really curious about those spells"

AHHHHHHHHHHHH!!!!

But her thoughts were interrupted by some screams.

"Ok, after i see whats that about" Twilight added rushing towards the sound.

Leaving Sweetie Belle to blink for a moment before shrugging it off "Just another day in ponyville.." she said aloud before smirking, "Now.." she looked at her costume with a giggle, "time to give Apple Bloom and Scootaloo a fright they won't forget"

(Carousel boutique)

"Ok...Ok...no panic...all is ok.." said Rarity entering the boutique and in a hurry used her magic to began pulling dressed up mannequins from upstairs and began to try accommodate them "we just started a bit later than expected no biggie" she said summoning all her sew items, then teacups and teapots "all is fine..only fix this..and this...put this in place...dust a little" a mannequin here, a costume there, a plate of snacks here, use quickly a broom to swip away some dust (and her cat in the process) "and there! horror fashion special ready to start!!" she clean off some sweat as she walked to the door "and officially the boutique is....Open!" she said opening the door, putting the open sign and then began waiting.

and waiting.

And waiting.

"WHERE IS EVERYPONY!?" Before finally her patience snapped and she exclaimed out with a impatient glare surely not everyone of Ponyville citizens had abandoned her for those travesties created by that upstart right?! RIGHT!?

"Uhhhhh if my friends had gone there too" she growled in anger rushing out her store "I swear i will..."

"Come take a peak at the Scary boutique, come spend a bit at the Scary boutique"

Speaking off.

She saw Pinkie pie hopping around

"Come take a peak at the Scary boutique, come spend a bit at the Scary boutique"

and repeating some annoying song.

"Come take a peak at the Scary boutique...oh boy that is quite the sticky tune" she giggled.

"PINKIE PIE!!" Rarity suddenly appeared in front of her.

"Oh hey Rarity" greeted the pink pony as if nothing was wrong, smiling as wide as usually...though her smile actually falling a bit when she saw the look on Rarity face "Um...something wrong Rarity?" she asked as Rarity simply gave a strained grin.

"Nothing wrong dear...just...what was it you were just...singing?" she asked with obvious forced calm.

The pink pony shrugged

"Im not sure...I suddenly found myself with that tune on my head" Pinkie said not caring "but i really now want to...go take a peak at the scary boutique hehehehehe" she giggled after singing it again.

"Plus I have to greet the new pony in Ponyville and plan their welcome to Ponyville/congrats on opening your scary boutique party!" she exclaimed happily oblivious to her friends mood.

Mood that was souring more.

"Aha...yes...well...before that...how about you come into the boutique so I can fit you into your Nightmare Night costume...and maybe help me get the word around that CAROUSEL BOUTIQUE is the BEST AND ONLY store in town and that EVERYPONY should come get costumes there!!" she said in loud tone.

Pinkie blinked.

"well..i wouldnt mind...but I dont think others will feel comfortable with the giant spider"

Now it was Rarity´s turn to blink in confusion.

"Im sorry...the what now?" she asked and Pinkie pointed at the boutique.

HISSSSS

And yes...there was a giant spider on the roof of the store.

"SWEET MOTHER OF CELESTIA AND LUNA! WHAT IS THAT MONSTROSITY!" Rarity shrieked out so loudly that quite a few windows and glasses through out town cracked.

HISSSSS!!!

Although this only caused the giant bug to focus on her and shoot webs at her and Pinkie pie.

"PINKIE LOOK OUT!" With Rarity quickly acting by instinct tackling her friend out of the way with the webs barely missing them as instincts from their past adventures started to kick in.

"Woah Rarity you really went out with the decorations this year" said the Pink Pony.

"Pinkie pie this isn't a decoration!" Rarity shouted out giving the giant hissing spider a freaked out look, "That is a REAL MONSTER AND PONYVILLE IS IN ACTUALLY DANGER!" She yelled out shaking her friend by her shoulders.

"Ohhhhh..." Pinkie Pie said with a slow nod and look of realization then frowning as she rubbed her chin, "than we should probably get some bug spray...or one very big boot then."

HISSSSS

"For now run!!!!" cried Rarity taking her friend and speeding away with the spider hissing from the roof of the boutique.

Wait...HER BOUTIQUE?!!

"No wait...MY STORE!!" the unicorn cried "you better not let any gross web behind you!!!" she yelled as she turned around rushing back to save her boutique.

With spider letting out hiss as it started to shoot some webbing straight at the charging unicorn.

"Woah!!! but dont get them on me!!" Rarity cried using her magic to bring in any object she could to intercept the webs.

Including a trash can lid that she used a makeshift shield and a large branch that she picked up as make shift sword.

"Have at you! You ruffian!" Rarity shouted out at the spider "in the name of fashion and good tastes this boutique shall not fall!" And with it she charged again with the spider trying to shoot her.

And as the unicorn gave a dramatic shout two of Ponyville citizens, Lyra and Bon Bon, were passing by sending the sight a wary look.

"Ah...should we do something...or call somebody?" Lyra asked her girlfriend with a nervous look normally Twilight and her friends handled stuff like this when it came up...but still Rarity was going up against a giant spider here!

But as she focused on the "Battle" she didnt noticed Bon Bon looking at a stopwatch moving side by side until it disappeared.

The candy named mare shook her head.

"Im sure...she had this..i mean she has faced things worst and that bug seems not wanting to move from it" she said as if nothing have happened "how about we go and take a peak at the scary boutique?"

"Huh? but I thought you wanted to see what costumes rarity had?" Lyra asked with slight confused expression with BonBon giving her a flat look as she pointed her hoof at the giant angry hissing spider "Ah...point." Lyra said with a nod.

With that both decided to move away.

Something Rarity noticed.

"No wait!! come back!!!" she called to them.

HISSSSS

SPLAT

Only to end up being hit and covered in webs.

"AARRG! SO DISGUSTING!" Rarity screamed out angrily with a expression of what could be called agony.

"Dont worry Rarity i have it!!" cried Pinkie pie with a boot on her mouth which she hurl at the spider.

PLOP

It hit...but the giant creature just looked at her in a "really?" expression...that Rarity shared.

"Pinkie Pie I love you really....but a boot?!...seriously?!" Rarity questioned giving a sigh and if her hooves weren't stuck to the ground she'd probably facehoof.

"hehehehehe" Pinkie laughed nervously

HISSSSS

Although their attention was called by the giant spider.

FLASH!!!

Moments before it was hit by a magic beam

"Back off my friends!" Twilight called flying and blasting at the giant creature.

"Oh Twilight thank harmony!" Rarity called out in relief at Twilights arrival, "Please you have to stop this beast before it destroys my home and livelihood!"

Hissss

The spider hissed sending web shoots at the Alicorn who either evade them or shield herself while returning fire.

"Where did this thing even come from? The Everfree?" Twilight asked herself out loud with a frown before sending a blast from her horn at the giant arachnid.

Hissss!!!!

Another blast and the bug began glowing and shrinking before disappearing.

And a small plastic spider fell to the street.

"What in the.." Twilight blinked in surprise at this before swooping down with a frown landing next to the plastic spider.

"Twilight you did it!" Rarity cried out in both joy and relief.

"yeah..it seems so" she frowned looking at the spider "but now im afraid i can count this like the fourth incident of the day"

"Urg..what...what do you mean...darling?" Rarity asked with a grunt trying to pulled herself free from where she was webbed to the street "And could I...urg...trouble you...to lend a hoof?"

"Oh sorry" Twilight called and in a quick blast released Rarity and Pinkie pie "I mean there have been other incidents and i think they are not isolates cases"

(Flashback early)

Twilight rushed to where she heard the screams

"what in Equestria!" and came into a shocking view

"HELP!!!" Daisy, Lily and Rose cried as they were being tied up by black and white vines coming from their flower stand...flower stand that now had multiple carnivorous looking plants looking hungrily at the trio.

"I knew that new fertilizer was a bad idea!" Rose cried out with tears of fear running down her face as Twilight shook her head before shouting out.

"Hang on!" before charging forward and blasting a spell at the plants.

That responding hissing and trashing sending vines trying to grab the Alicorn.

With Twilight frowning as she blasted them with a ice spell freezing the vines in place before teleporting out of reach when one tried to slam into her.

A couple of blast later and suddenly the vines released their hostages, became green and the plants "shrunk" becoming normal flowers again.

"Oh thank you Princess Twilight!" Daisy called out as she and the other flower ponies rushed toward her in clear disarray states.

"we were almost turned into mulch!" Lily cried out with tears of fear.

"What happened?" asked the princess as she looked at the now normal plants.

"we dont know" said Rose "the flowers simply...go crazy and tried to eat us!"

"It was terrifying!" Daisy added crying with her voice cracking.

"And not in the fun nightmare night way!" Lily added looking nervously at the now seemingly normal flowers.

"well...for now they seem..normal" said Twilight

AHHHHHH!!!!

Only to heard more screams of terror.

"Or maybe not.." Twilight said with a worried grimace before taking off to the source of the scream while the flower ponies exchanged frighten looks.

"maybe Fluttershy has the right idea locking herself up every year on nightmare night." Daisy said while nervously looking to their flowers.

The other two nodded at that

Meanwhile Twilight flew to the local restaurant

"Ahhhhhh!!!"

Only to see a couple of ponies being grabbed by black and white octopus tentacles...coming from a teacup?

"What in harmony's name.." Twilight muttered out with a slight wide eyes before frowning firmly as she sent a magical blast toward the tea cup.

The tentacles stiffed and disappeared in a cloud of smoke making the two ponies fell down.

"Are you two okay?" She questioned urgently but the two ponies only had time to nod their heads before.

"Ahhhhhh!!!"

Another scream pierced through the air.

"Oh now what?!!" Twilight groaned before flying off.

And see Octavia using her Cello to try bat away a swarm of bats that was surrounding her.

"Back! Back! Back you vile beasts!" The cellopony cried out before blinking as some of the bats started to be blasted by purple beams of magic.

"Octavia i'm here to help!" Twilight called out to the other pony's relief.

"Oh thank Celestia" called the musician "this things suddenly came out my cello´s case!!"

Twilight began blasting..noticing each of the bats disappeared in smoke at hit.

With her giving off a frown...whatever was going on....it was clear that it wasn't natural....somepony was behind this....chaos

Suddenly her eyes narrowed and she let out a low angry growl.

"Discord..." she swore if this was all his idea of a nightmare night prank a lecture from Fluttershy would the be least of his worries!

With that she blasted all bats away.

"oh thank you Twilight" Octavia breathed "if i didnt know Vinyl was out getting us costumes I would suspect this was a nightmare night prank from her"

"It's a prank from somepony alright...and i'm not laughing.." Twilight said with a low grumble and hard frown.

nd before she could steam more

AHHHHHHHHH!!!

More screams

"Oh for Celestia´s sake!!" growled Twilight clearly done for "that Draconequus is in SO MUCH troubles!" she declared before flying away.

(End of flashback)

"And thats what had happen" scoffed the Alicorn.

"You mean all this was just some kinda prank from DISCORD!" Rarity shouted out angrily while kicking the now toy spider to the side.

"Yes and once im sure no other surprises are left in town im going to Fluttershy´s and give that spirit a piece of my mind" huffed Twilight.

"Hmm are you sure it's him though?" Pinkie question out of the bloom causing Rarity and Twilight to blink and give her surprise looks, "I mean holiday season or not....it doesn't really feel like Discord." Pinkie Pie said with a thoughtful look rubbing his chin.

"Its chaotic, causing other ponies to panic, and seems to not have consideration of how extreme he can get" counted Twilight.

"Do sound like Discord to me" said Rarity.

"Yeah but none of those pranks have his flair or scream Discord." Pinkie countered with a frown, "they just scream.." she added with a shrug, "Plus.." she looked around with a blink, "Wouldn't he of shown up by now bragging if it was him?"

That made the Alicorn pause.

"Thats...actually a good point" she said knowing that discord like to brag every time he did a trick "none the less...I still will go look for him only to be sure" she declared "at the very least if he isn't behind this...then maybe he can help me figure out who is." Twilight said looking off with a frown, "preferably before somepony gets hurt."

"Sounds like a plan darling" said Rarity "but since you here..how about we test some costumes for you?" she said in hopeful tone "im sure have something for you and Pinkie pie"

"Oooh sorry rarity i was actually thinking of getting my costume from the new spooky boutique in town." Pinkie said with a sheepish grin toward her friend who's expression suddenly froze "I mean have you seen some of their costumes! They are amazingly terrifying!" the pink pony exclaimed out with a excited grin.

Rarity´s eye began twitching

"I...you...she....it...I...." The unicorn took a deep breath...and hold..and hold...and hold while her face (and body) began turning red and the sound of a teapot steaming began to be heard.

"Ehh what pinkie is trying to say" said Twilight noticing this brining the pink pony to her side "its that we wont mind trying some of your costumes Rarity" she then turned to Pinkie "no matter if we buy anything or not from others" she added hoping her friend get the idea that right now it would be better do what Rarity says.

"No no apparently like my own sister my hard work and dedication isn't good enough for miss pie here!" Rarity retorted back with a huff.

Twilight sighed.

"Come on Rarity you know neither me or Pinkie think that" she turned to the pink pony "right?"

"Uhhhh..." Pinkie suddenly actually looked nervous and put in the spot.

"Right Pinkie." Twilight repeated with a firm look.

"Oh! ehhh right, absolutely right" said Pinkie Pie with a nervous smile.

Rarity didnt looked convinced.

"So...if you could...show us what you have planned for this year we would love..modeling some for you" finished Twilight.

"Hmm....I must admit....that does sound like a rather fun idea." Rarity admitted with a tentative smile.

"yes indeed..." said Twilight.

"And maybe that will make other ponies to want to come to the boutique if they see the princess modeling my costumes" added Rarity; smile growing.

"Uhh.." Twilight looked a bit more nervous at the idea of being used for advertising but at rarity hopeful look she let out a sigh, "i'm sure that plenty of ponies would love to see what you have for nightmare night."

"Hahaha thats what I wanted to hear" the white unicorn said excited "come on, come on..lets put you on some proper costumes and show why Carousel is the BEST boutique in town!" she said moving back to the store

Leaving Pinkie and Twilight standing in silence for a moment before the former spoke up.

"Rarity seems REALLY stressed today." The pink pony noted with a slight tilt of her head as Twilight gave a tired sigh.

"that's an understatement." she took a deep breath "lets hope us helping calm her enough so we can talk about whats bothering her in a more...civilized way" said the Alicorn "then I will go talk with discord and see what has been pranking the town"

"Yeah nightmare night pranks are fun." Pinkie said giving a nod but frowning "but not when they're dangerous and make ponies bad scared instead of fun scared."

"Agree...sigh...lets just do this so can talk with Discord as soon as possible" said Twilight trotting to the boutique followed by Pinkie pie.

(Not long after)

"Oooh you girls are going to love what i've cooked up this year for nightmare night!" Rarity gushed out excitedly.

"Ehh Rarity? are you sure of that?" asked Twilight walking out a changing screen...she was dressed in a peach colored gown with puffy sleeves, white "gloves" and a crown on her head.

A typical princess costume.

One...Twilight felt was a bit..on the nose considering who she was.

"Don't you think it's a bit...redundant for me to dress as a princess." She added on carefully knowing how edge her friend was and didn't want to push the wrong button.

"What you mean darling?" asked Rarity "if anything i think that gown fits you quite well" she added with some pride "what about you Pinkie? isnt that the perfect costume for you?"

"Ummm it's nice Rarity and really fun looking." Pinkie said looking over at her costume "but I was hoping to be something a bit scarier this year."

Dont get her wrong...she likes make ponies laugh...but...this year she had a crave for frights...something she was sure a jester couldnt give.

"Jesters can be scary!" Rarity said back defensively with a frown, "Why...look at all the ponies afraid of clowns" she added with a forced laugh and strained grin while feeling her eye twitch.

"Ehh..still...could i try..something more..." Pinkie asked not liking how that twitch looked.

"huff if you insist..." a flash of magic "there..that is better?" Rarity asked as now Pinkie was dressed in a black full body skeleton suit.

"Uhh...what am I?" Pinkie asked with a confused blink.

Rarity blinked.

"what...? you are a skeleton!!" she cried in insulted tone "its not obvious?!"

"Uhhh....no.." Pinkie said slowly with an unsure look.

Rarity steamed.

"Well it is!!" she yelled "scary doesnt it?"

"uh yeah....real scary." Pinkie said back weakly in an unsure tone.

"Ehh Rarity...you sure you up for doing this?" asked Twilight in worry feeling her friend wasnt exactly all there for this.

Which was a bit worrying as Rarity was the best when it came to clothes (costumes or not)...yet it seems now she was...rushing in? without paying attention.

"What?!" Rarity shot her friend a scandalized look, "Of course i'm up for this!" she exclaimed dramatically with an affronted look, "Am I not the premier fashion expert of Equestria!?"

"Yes...but...well...it seems you are..a bit distracted" said Twilight trying to be delicate.

It didnt work.

"Distracted? Distracted by what?" Rarity said giving off a forced laugh though Twilight noticed her eye twitching, "my business being threaten by some upstart or my products suddenly aren't up for snuff anymore for anypony!" she exclaimed throwing and pushing her face against Twilights.

"Ehhhh hehehehe I..maybe?" said the princess nervously at her friend´s mad/crazy expression.

AHHHHHHHH!!!!

A cry came from the street.

"Oh thanks Celestia" said Twilight "ehhh...i mean oh no..i better go check that out" she added using her magic to take off the princess costume.

"But..but..we just started" protested Rarity.

The Alicorn flinched.

"Sorry Rarity..but..maybe its better accept today wasnt your day and try again tomorrow" suggested Twilight "after you..relax and get a good night of sleep to get your ideas in order" she added before rushing out the boutique.

"But...but...I worked so hard...on those costumes..." Rarity said sadly while looking down at the ground with a frown.

Today was suppose to be the start of her Nightmare Night sale special not "another day" or worse "a day without clients!"

"Ummm...well...if thats all..." Pinkie said slowly moving towards the door.

"Wait..Pinkie what about your costume!?" Rarity asked with a slight frantic look to her friend.

"I..well...umm..." she looked around nervously "oh look the hour i need to..do...stuff..." and before Rarity could protests the pink pony rushed away

With Rarity finding herself falling onto her butt her eyes watering and she knew it she started bawling.

"Why does nopony want my costumes!?"

Her cat simply rolled her eyes before walking away not wanting to get wet.

But unnoticed to both the pony and cat a pair of yellowish eyes flashed into the boutique mirror and a slight cackle sounded out in cruel amusement before the eyes disappeared.

Grim and not grinning

(Next morning)

Carousel Boutique´s windows opened with force (scaring some birds away)

"Ok..lets try again!" called Rarity with a serious look "yesterday was a disaster but today oh hohohoho TODAY Horror fashion special is a go!!!" she said in a military-like tone. "I will give Ponyville some the most stylist and scariest costumes it's ever seen! And I will show that Lydia who the real fashion queen is around here!" Rarity said with a absolute determined expression.

With that she moved down to the store.

All was set and ready.

Costumes placed and ready to be admired and used.

Snacks in perfect position.

Notebooks to write orders ready.

And help...

"Why Im doing this again?" asked Sweetie Belle dressed in butler suit with a snack tray on her back.

"Consider it your penance for betraying the boutique" said Rarity.

At that Sweetie Belle gave an annoyed look before rolling her eyes clearly her sister was overdramatizing things again...though even for her this was starting to seem a bit much.

"you will be handing out snacks to customers!" Rarity declared while holding out a hoof,"surely some tasty treats will help catch ponies attention."

"Tasty?" wondered Sweetie belle looking at the crackers, cut vegetables and weird "fancy dips" she had on her tray "I dont see any candy or something like that"

"Of course not these are healthy alternative treats for ponies to enjoy not teeth rotting candy." Rarity said with sophisticated flair.

"Around Nightmare night?" asked Sweetie wondered "Im sure anypony would prefer candy"

"Well considering your tastes in boutiques as of late you'll forgive me if I take that opinion with a grain of salt." Rarity said back with a huff.

"Uggg you still on that?" groaned the little unicorn.

"And I dont plan stop until you get rid of that costume that Im sure you have on your room" huffed Rarity "but for now i want you to stand straight and smile" she said walking to the door "as officially we are open!" she said opening the door.

And saw....nopony....again....but it was okay....the customers would come soon...she knew they would.

All she needed was to be patient...just wait...just wait...any moment...

Any moment now....any moment...

(A few hours later)

"WHERE IS EVERYPONY!?"

Rarity looked ready to exploded.

"I swear if this is some kind of joke...!" she growled.

But in that moment the entrance bell ring.

A CLIENT!!

"Sweetie Belle you here?" Apple Bloom called as she and Scootaloo entered the store.

"Hey girls..." Sweetie Belle greeted with a tired sigh and the most bored expression possible while still carrying the tray.

"HI GIRLS WELCOME TO CAROUSEL BOUTIQUE!!" Rarity suddenly jumped in front of the girls with a (freaky) big smile "THE PLACE WHERE WE HAVE YOUR PERFECT NIGHTMARE NIGHT COSTUME!"

Both CMC blinked at that.

"I...we know where we are..." said Apple Bloom really confused before suddenly was grabbed by Rarity´s magic and pulled to a changing screen

"COME..COME...DONT BE SHY!"

"Hey wait Rarity? im not..hey!!! watch it!!!" Apple Bloom´s voice was heard alongside some fighting sounds that worried the other two fillies

"TADAAA!!!" Rarity called moving the screen away "isnt she gorgeous"

Scootaloo snickered...before falling down laughing, as Apple Bloom now was dressed in a fairy costume, consisting on a pink ballet leotard, shoes and thighs; alongside a golden crown on her head and colorful wings on her back.

"Uh thanks Rarity...but i'm good on a costume.." Apple Bloom said while giving the fairy costume a heavy frown feeling embarrassed and just glad nopony was here to see her wearing it.

"Hahahahaha I dont know hahahah this looks quite fitting for you pffff tinker-bloom hahahahahaha" Scootaloo continued laughing.

"Ha ha very funny.." Apple Bloom stated sending her friend a flat look while rolling her eyes.

"Oh indeed you will have fun!" called Rarity "you and your friends will be the envy of everypony" she turned to Scootaloo "as soon i get you into your costume too.

That stopped the pegasus laugh at the moment as she felt her body being levitated.

"Ah wait hang on! I didn't agree to this!" exclaimed out Scootaloo with a worried almost frighten look.

And like Apple bloom, she found herself behind a changing screen with a costume being forced on her.

"Tada!" Rarity exclaimed when she showed what scootaloo was wearing.

"Hahhahahahahahahhaha" much to the laughter and amusement of her friends, "It's piggyloo!" Apple Bloom exclaimed between laughs.

Sweetie Belle also couldnt help but snicker seeing her pegasus friend on a pig costume of all things.

"Grr don't call me that!" Scootaloo snapped with a irritated expression.

"Hahahaha doint you mean..oink?" Sweetie called laughing harder alongside side Apple Bloom

Scootaloo steamed.

"Oh sure laugh..huff" she huffed "see if now we invite you to get candy at the Scary boutique"

That stopped the laughs.

"The scary boutique is giving out candy?!" Sweetie Belle questioned with an eager expression while Rarity expression froze mid smile.

"yeah..free samples of some crazy candies plus showing off some decorations and gizmos for Nightmare Night" said Apple Bloom "They are attracting a big crown"

"Specially of our classmates and their families" added Scootaloo "we were actually wondering where were you and came looking for you"

And as they explained all this to Sweetie Belle, Rarity stood off to the side her eyes steadily twitching and her smile frozen in place.

"So you done for the day?" Asked Apple Bloom "or if want we can bring you something"

"And better hurry or the candy could run out" added Scootaloo.

At that Sweetie Belle turned to Rarity with a hopeful look.

"Rarity I know you're not happy with the scary boutique but can I please go check it out please!" she said with a wide eager grin "I mean we're not getting any customers anyway." she added gesturing to the empty boutique around them.

CRACK!

Rarity smile seems to break.

"But we could!!!" she erupted making the CMC jump in fright "Any moment they could get bored with that...second-hand store" she huffed.

"with the popcorn fountain? i doubt it" said Scootaloo.

"Grrr boutiques are about the fashion! Not about popcorn or candy!" Rarity exclaimed out angrily stomping her hoof into the ground.

The fillies flinched.

"Well...there must be a reason why they are attracting all the clients isnt it?" asked Sweetie "maybe wont be a bad idea go there and check on them?" she suggested "you know..spy on them? see if they doing...something bad?"

Not that she believed that but she was already bored of not doing anything plus..free candy!

"Sweetie.." Her sister gave her a look that caused her to give a nervous gulp before she found Rarity pulling her into a hug, "That's brilliant!" Rarity exclaimed out with a laugh and wide unnerving grin.

"It...is?" Sweetie Belle asked confused.

"Yes! ohh how i didnt realized before?" Rarity exclaimed walking behind the changing screen "of coarse my loyal costumers wont abandon me..they are probably being tricked or controlled somehow!" sound of clothes ruffling behind "Thats how that...tch store...is stealing our clients!" she declared walking out dressed in a red coat and big fedora hat "well the trick is out! time to find out how they doing it!"

"Uhhh.." The cutie mark crusaders on the other hand traded nervous look.

"Are you sure that's a good idea Rarity?" Sweetie Belle asked tentatively starting to wish she had just kept her mouth shut because she really really did not see this ending well.

"Indeed! And after finding out what they doing we can report them to Twilight so she can shut that store for good and have everypony return to were they belong...here" Rarity added with a smile.

A smile that really didn't fill Sweetie or her friends with confidence or warmth.

"Uh...maybe you should just try...ah...making a really cool costume...to you know...outdo them instead." Sweetie offered tentatively with a strained grin.

"Uhh not bad idea..that will be the coup de grace after I unmask these fiends!!" declared the white unicorn "come along dears..time to end their charade" said Rarity walking to the door "and be dear and bring the costumes so you can show everyone the quality of Carousel please"She asked with a polite tone before existing the Boutique causing the girls to exchange looks.

"Well...this is going to be a trainwreck." Scootaloo said flatly to the other two with Sweetie giving off a groan while Apple Bloom sympathetically patted her friend on the back.

(Not long after)

Rarity moved...sneaky...from stand to stand as she (and the CMC) walked through the market towards a big crowd of ponies.

"Ugg cant believe we actually had to keep wearing this" complained Scootaloo still in her pig costume "everypony will laugh at us for sure!"

"More like turn green with envy at your fabulous outfits." Rarity retorted back with a smirk, "And once they see a sample of this years nightmare night line ponies will be lining up at the Carousel Boutique for sure!"

The CMC shared a look agreeing none of them believed that.

"Now...lets be careful we are reaching our target" said Rarity noticing the crowd of ponies (some leaving with costumes and candies).

With Rarity giving off a glaring huff, "Look at those so called costumes...a little magic...some candy...and they expect me to believe my loyal customers would just leave me!" she exclaimed out before shaking her head, "No no obviously something more sinister is ahoof!"

Sweetie belle sighed again scowling herself and her big mouth

"You go show-off the costumes dears" ordered Rarity "Im going to get close to investigate"

"But.." Apple Bloom protest was cut off as Rarity wasted no time in running off leaving the girls standing silently before Bloom shot a pleading look to Sweetie "we really don't have to show these off....right?" She asked really not wanting to be seen in this anymore than she had been already.

"Well...mine is the least embarrassing" said Sweetie Belle still dressed in the butler uniform "and I would prefer not to make Rarity more...crazy that what she is" she said "you two take those off i will keep mine"

"Oh thank Celestia!" Blurted out Scootaloo as she and Apple Bloom wasted no time in tearing off their costumes.

"Speaking of crazy. Should we maybe get some help?" Apple Bloom added with a frown, "because Rarity's starting to remind me a bit of Twilight during the want it need it incident." she added with a brief shiver remembering the look in Twilight's eyes.

"Lets get some candy first then we can go see if can find your sis or Rainbow to come calm her down" said Scootaloo.

"That's...probably a good idea." Sweetie agreed with a sigh wanting both candy and to stop Rarity from doing anything crazy.

(Meanwhile with Rarity)

The white unicorn was...sneaking her way through the crowd as she approached the open space between it and the store.

In front of the Spooky Boutique were tables with multiple decorations and the likes alongside bowls of...gross looking candies on them

Were those eyeballs?

Spider shaped lollipops?

Green slime?

This place was disgusting!

"Urg...brainwashing is the only explanation for why anypony would shop here.." Rarity said with a disgruntled look she was fine with things being spooky for nightmare night but where was the class honestly!?

And if that was the food she cant have big hopes for decorations.

"Here you go sir"

Speaking off

she managed to spot that Lydia girl showing some stallion some...jack-o-lanterns?

"This certainly will help you in your party"

Huff as if...jack-o-lanters were common and not that interesting.

Then Lydia pushed the head of one who immediately illuminated followed by the others (each giving a bell-like-ring)...

When the crypt doors creak, And the tombstones quake.

And began singing

Spooks come out for a singing wake

Followed by the others

Happy haunts materialize

And begin to vocalize

Grim grinning ghosts come out to socialize !

Okay...singing Jack-o-lanterns...that was...somewhat impressive....but Rarity could easily match that and more! So if that was the best she had than Rarity really didn't have anything to worry about.....outside of this mare obviously brainwashing innocent ponies of course.

Now don't close your eyes, And don't try to hide.

Or a silly spook may sit by your side.

As the lanterns sang on another table , what Rarity thought were white clothes moved up to look like ghosts and..began dancing/flying?!

Shrouded in a daft disguise.

They pretend to terrorize

Followed by bats that changed colors between green, orange and white

Grim grinning ghosts come out to socialize!!

Then from some fake tombstones emerged some skeletons.

As the moon climbs high o'er dead oak tree.

Spooks arrive for the midnight spree.

And began dancing alongside the music.

Creepy creeps with eerie eyes.

Start to shriek and harmonize.

Grim grinning ghosts come out socialize.

Somehow a chilling wind made a belt ring.

When you hear the knell of a requiem bell.

Weird glows gleam where spirits dwell.

some fake-dark trees had eyes glowing inside them.

Restless bones etherealize.

Rise as spooks of every size.

Then some green flames began making faces as everything danced around ponies

Grim grinning ghosts come out to socialize.

Grim grinning ghosts come out to socialize!!!!

And the end of the song everything returned to normal...as ponies cheered and stomped hoof in applause.

O-kay...maybe this upstart had more than brainwashing up her sleeve...but fancy shows or not...Rarity could outdo her! SHE COULD!

Rarity thought while breathing heavier with a frantic look on her face her eye twitching like crazy.

"Amazing i take everything!!!" the stallion called pulling a bag of bits.

"Thank you sir!" please come with me to make a full note" asked Lydia with a smile guiding the stallion into the tent.

With Rarity gritting and grinding her teeth as she watched this and all the other ponies eagerly buying the rival competitions products!

As Lydia was leaving she stoped.

"Oh BJ can you keep the clients entretained?" she asked to the air.

BAMF

And a cloud of smoke bursted out.

"You know it babes dont worry!" and a horrible nasal voice called out as Rarity put her eyes on the most HIDEOUS AND DISGUSTING unicorn she has ever seen!!!

His coat was pale purple-ish, his blonde mane and tail were disheveled (with mold marks on his head), yellow crazy eyes, crooked teeth (that didnt seem he washed EVER) and a horrible fake yellow mustache; He was dressed in a red and white salesman suit.

"Who in name of good taste is this hideous fellow!? Rarity muttered out feeling sick to her stomach just looking at him....before frowning as she recalled that Lydia had a business partner who was the one to supposedly enchant the costume...was this really him?

"You saw it folks!!" he called loudly to the crowd "if want to have the best nightmare night experience come on and take a peak at the Scary boutique!!"

Many ponies were looking quite interested, "Man that's such a cool costume"

"I think it looks gross..."

"That's what makes it great! It's disgusting and horrifying!"

"why thank you" said BJ..appearing between them "its all natural I assure you"

In a poof of smoke he disappeared but the two ponies now looked like..a really putrid zombie and...a pony made of slime?

AAAAAH!"

Causing them both to jump in fright at first before letting out excited hollers and laughs.

"Hahaha thats right folks" the ugly unicorn appeared "we have the most hearth stopping..." he pulled out a heart "mind twisting..." his brain came out his head twisting on the air "jaw dropping..." his jaw came off onto the ground where he picked it up before putting it in place "costumes you can think off that will make you the soul of the party!!"

Another poof and appeared next to a mare

"Literal in some cases" a poof and the mare now was a ghost floating up with a smile.

"Grr i've seen Twilight do better..." Rarity said with a huff hardly impressed at the so called performance little better than Trixie's if you asked her.

However soon she felt herself being poofed into front line next to the unicorn.

"Ah what?!" She exclaimed looking around in shock her eyes widening in realization that she was caught.

"Looks like we got a heckler in the audience folks" The nasty unicorn in front of her said with a cackle.

I.." she tried to leave only to be pulled next to him.

Well lets see if we can change that opinion!" he called hugging her closer.

Which then made her realize that something worst than his looks...was his smell!!!

BLARG!!

Urg it it...was like hot compost aged over a thousand years....it urg....her face turned green...was the most disgusting thing she'd ever smell....she...she...she was going to throw up; she thought covering her mouth with her hoof.

"Well nice costumer, lets see if can make you change opinions!" he said bringing a costume.

Poof

"Ta-da!!!" he declared making a full body mirror appear.

And when Rarity laid eyes on herself she had only one logical response.

"AAAAAAAAAAAAAAAAHHHHH!!!" She screamed in shock and horror as she saw herself as a CHANGELING! "WHAT HAVE YOU DONE TO ME!?" she screamed out looking over her body in horror "I"M HIDEOUS!"

"Hehehe i dont know...kinda makes me hungry" said the stallion licking his lips..with a long stripped tongue.

"EW! EW! EW! EEEEEEWWWW!" Rarity exclaimed out jumping back with a disgusted look.

ok...lets maybe try something classic" said BJ bringing up another costume

POOF!!

"This one will certainly be a howl for you"

"Oh please no.." Rarity said with her eyes closed before nervously opening them afraid to see what he did to her this time.

And paled looking herself covered in think fur...was she a BEAST?!!!!

"AAAAAAAAAAAAHHHHH!"

"Ummm ok maybe try some new..something fresh" called the unicorn bringing another costume.

POOF

Rarity looked she was back to her normal coat color

"Uff" she moved a hoof to clean her face...only to notice she now had tentacles.

TENTACLES?!

"Urg this is disgusting! AND I"M ALL SLIMEY!" she screamed out wanting this nightmare to end already!

"Hey more arms more candy to transport" laughed the unicorn.

"THIS ISN"T FUNNY! AND I DEMAND YOU REVERSE THIS AT ONCE!" Shouted Rarity angrily.

BJ smiled

"Wait...I know what it will do the trick!"

Another flash and poof of smoke and Rarity found herself with her body inside a box

"how about a magician assistance costume?"

The white unicorn blinked.

"How about no!" she declared leaping off the box...only to fell...an emptiness?

she turned back...and gasped noticing HALF HER BODY MISSING (with her back legs kicking still inside the box)

"Did I mention with a special half-prince discount for that one?" the male unicorn snickered.

"WHAT HAPPENED TO MY BODY!?" Rarity screeched out this experience was steadily becoming more traumatizing than Nightmare Moon, Discord, Chrysalis, and Tirek put together!

What was worst was that the other ponies awe and looked amazed by whatever illusion or trick this was!!! Couldn't they see or understand that these cheap theatrics didn't mean good costumes or designs!?

"Ok..ok..think i got it this time!" declared the ugly unicorn brining up another costume.

"Oh no you dont!!" called Rarity trying to run with half body.

ZAP!!!

Only to be hit again.

"No..no...ANYTHING BUT THIS!!!!"

she now was a literal spider-pony!!!

All her back and plot was now the body of a spider, legs and all!!!

"This....THIS!" Whatever this was wouldn't be said as this was the last straw for Rarity as she found herself fainting and collapsing to the ground.

Everypony blinked.

"Well look at that...she couldnt held the excitement!" BJ called "there you have it folks..costumes so horrible and awesome than even you will fait at seeing yourself!"

With the crowd of ponies then exploding into excited cheers at the performance they just saw.

And soon rushing in to get a closer look at all the costumes and decorations.

"Ehh..should we...help her?" Apple Bloom asked with some caramel apples (green caramel) with gummy worms (that moved).

"Sigh...yeah...probably should get her back home.." Sweetie Belle said with a sigh while taking a bite out of her own treat; A skull-shaped chocolate

"Ahhh do we have to? we just got here" complained Scootaloo...covered in gummy spiders that crawled on her body until she opened her mouth and some moved there for her to eat.

"Fun might be Scoots, but with how Rarity been acting even i'm starting to get worried.." Apple Bloom said shaking her head with a frown.

"Tell me about it" said Sweetie with a sigh "come on girls...lets get her back to the boutique"

And with that the crusaders all made their way over to Rarity unconscious form and with some gritted teeth and effort they started to lift her out of the scary boutique.

"Urg...don't tell your sister...I said this...but she needs...to go...on a...diet!" Scootaloo grunted out with strain.

Sick chaos

Author's Note

Happy halloween and a great Nightmare night to everyone.

Sick chaos

(Some time after)

Rarity was awoken by water being thrown on her face

"agg coff coff" she looked down..and saw herself as her normal pony self "oh thanks Celestia!!!" she cried before rushing to a mirror to check herself. "I'm my beautiful self again!" Rarity exclaimed out with the widest grin possible along with tears of relief, "It was all just a horrible nightmare!"

"ummm should we..tell her?" asked Sweetie Belle at Twilight as both were standing behind Rarity

"Im tempted to say no but..." the Alicorn sighed; between the Spooky boutique and Carousel she came across the three fillies trying to carry the unconscious Rarity and decided to help them after they explained the whole thing "Ehem Rarity?!" she called for the unicorn attention.

!Huh? Oh twilight!" Rarity greeted her friend smiling "are you here to pick up your nightmare night costume?" she asked while fixing her hair because surely that dreadful business with that so called scary boutique had to be part of the nightmare.

"Actually...i was going to ask you how you feeling?" said the Alicorn "its there anything you want to tell me? any issue you want to get out?" she tried get her friend to talk

"Issues?" Rarity blinked giving her friend a confused look, "Whatever do you mean Twilight?" she asked with a forced little giggle, "After all other than a horrifying nightmare about a silly scary boutique of all things arriving in Ponyville with with the most ghastly disgusting unicorn i've ever seen I'm perfectly fine." she said to her friend who just gave a concerned look "Though, thank Celestia that was all just a horrible nightmare...and nothing that hideous could exist in real life."

Twilight flinched as Sweetie Belle hoof-palmed.

"Ok...she is all yours" said the filly before leaving.

"sigh..Rarity...that wasnt a dream" said Twilight making Rarity pause.

"I beg your pardon?"

"Scary boutique IS real" said the Alicorn "although..ghastly unicorn? oh! you must have meet Lydia´s friend" she said excited "I havent had time to go back as had plenty other scary incidents to check"

From a "carnivorous mailbox" to multiple monsters and scary incidents it seems someone or something was really trying to give everypony a hearth attack.

Although now it seems it was Rarity the one about to have one.

"Real....which means...all...that...really happen.." Rarity said her smile cracking and her expression freezing.

"Uh...Rarity?" Twilight looked worriedly at her friend who was lost in her own mind.

It really happen...that upstart business showed up brainwashing her customers...and that...that...FIEND...he...he...images of her turned into those hideous creatures rushed through her mind.

Her eye twitched again

"Rarity?" Twilight tried again.

"I...he...he..." she took a deep breath as her body turned red "IM GOING TO DESTROY HIM!!!!" she erupted in anger before rushing out her room.

"RARITY!!" Called Twilight in shock.

The white unicorn rushing down stairs, into the store and then out...

CRASH!!!

Where her race was stopped at crashing into a couple of ponies.

"Uggg" the trio groaned as Twilight teleported out.

"Oh Celestia! Rarity, Aloe, Lotus you ok?" she called at the three mares.

A heap of groans were only reply as she moved to help them

"Ugg..Oh Lotus, Aloe Im sorry" said Rarity "I promise you...for this I will give you a big discount on..."

Thats when she noticed the bags the spa ponies were carrying.

They all had the Spooky Boutique logo.

"You...you...bought from the scary boutique!" Rarity exclaimed out in horror...wasn't there anypony interested in her wares anymore!

Both ponies flinched

"Sorry Rarity" started Lotus

"we werent planning going there but.." continued Aloe

"we heard Fluttershy went there and actually bought something" said Lotus "a lot of things actually"

"and she hate Nightmare night" said Aloe in shocked tone.

"If someone was able to actually sell her something related to the festivity then it must have been really good" said Lotus

"And as such we had to check it" finished Aloe.

"And it turns out they've some really great creepy stuff of all kinds.." Lotus added in with a grin.

"We even picked up some perfect decorations for the spa.." Aloe chimed holding up her bag.

Although Rarity was about to explode again something about what they said echoed in her.

"wait...you went to...THAT STORE...only because Fluttershy went to it?" she asked

Both spa ponies exchanged looks.

"ehh yes?" Aloe answered.

Rarity´s eyes shinned,

"Idea!!!!" she called with a smile "ohhh thats perfect"

And without another word she trotted away.

"Uhhh...good seeing you.." Aloe said in a unsure tone while trading nervous looks with Lotus.

"Ugg Rarity wait!!" called Twilight rushing after her friend. Honestly she was starting to wish the others were here because she was starting to think she might need some help from stopping Rarity before she does anything she'll regret.

Not long after both ponies were racing to the outskirts of Ponyville towards their shy friend´s cottage

"Rarity!!! what are you even thinking?!" called Twilight.

"Easy darling, you heard Aloe and Lotus!" called Rarity back "if i can get Fluttershy to buy MY costumes in MY boutique then other ponies will get attracted to buy too!" she giggled "not only I will get my clients back but will be able to dress-up Fluttershy for Nightmare night!" she declared "double win!"

"Uh...Rarity i'm not sure that will work as well as you think." Twilight said nervously.

"And why not?" asked the unicorn stopping "I mean..if she bought something of that store then it shouldnt be difficult do the same for me that am her friend right?"

"Of course you are but.." Twilight started to say but Rarity wasn't really listening more focused on finding Fluttershy.

"then there shouldn´t be an issue help a friend!" declared the white unicorn as they reached the cottage.

"sigh..." Twilight sighed knowing there wasnt a way to talk her friend out of this "well...at least this gives me the opportunity to talk to discord and se if he knows anything about the pranks" she though with a tired look while Rarity moved to the door of the cottage knocking on it eagerly.

"Fluttershy darling! are you home!?"

The door opened...and there was Fluttershy...dressed in a white medical suit and face-mask? holding some jar of ointment?

"Oh..hello Rarity..Twilight" she greeted.

"Hey Fluttershy." the princess greeted her friend with a wave before arching a brow, "Uh are you going as a doctor for nightmare night?" she asked with a tilt of her head.

"ummm no...why you ask?" asked the pegasus

"well..." Twilight pointed at her outfit

"oh this? well..its only a precaution...umm Discord is...well..." Fluttershy fully opened the door showing her living room.

Were certain spirit of chaos was scratching like crazy; his body covered in a red rash and pustules.

"Uggg ahhhhhh Fluttershy!!!" he cried "you found that ointment?!!!" he asked as he summoned a rake to scratch his back.

"Ah yes..right here!" Fluttershy said quickly flying over to Discord while Rarity and Twilight looked at his state in shock.

"My goodness! Discord what's happen to you!?" Rarity called out in shock his state actually causing her to forget for at least a moment why she was here.

"Uggg thats what I want to know!!!" cried the spirit of chaos changing the rake for a cactus and scratching harder.

"He has been like this since yesterday" said Fluttershy moving to Discord side "it started small but then..." she pointed at the scratching Draconequus as she opened the jar and put some cream in her hoof before putting it over Discord´s skin.

While Rarity gave a concerned yet disgusted expression Twilight frowned remembering a particular incident.

"This isn't the trick you tried to pull on me and Cadence is it?" she asked sending him a accusing look "because with all the trouble I've been having to deal with i'm in no mood for your shenanigans Discord!"

"Trick?!!!" Discord called in shock/anger...before scratching more "I will let you know Twilight" scratch "this is no..." scratch more "trick!!!" and more scratch

"And you will make it worst if you dont stop and let me put the cream" called Fluttershy.

"Urrrgg but's so itchy and dry!" Discord whined out with a upset look but allowed Fluttershy to float closer, "And it's driving me insane!" He exclaimed out his head turning into a cuckoo clock.

"I had to put him in isolation" said Fluttershy to the others "he hasnt leave the cottage since yesterday morning"

"Are you sure?" Twilight asked with a frown because she knows with his abilities it wouldn't be too hard for Discord to sneak off and cause chaos, "because there's been trouble all over town and honestly it seems right up discord alley." she added with a frown.

That stopped Discord.

"Excuse me?" he asked..before scratching a bit more "what you mean" scratch "my alley?"

At that Twilight gave a frown before sighing and proceeding to explain all the chaos that had been happening lately around Ponyville

"Oh goodness..it seems someone really has taken Nightmare night pranks to the extreme" said Fluttershy as he applied cream on Discord´s back.

"uggg...seems so" scoffed Discord "and while i feel insulted you decided to blame me..." he said to Twilight "that actually could explain where this rash is coming from" he shivered as a hand detached to scratch his back...only for Fluttershy to slap it away.

"What do you mean darling?" Rarity asked speaking up with a frown.

"I mean there's a foreign source of chaos magic in Ponyville." Discord stated flattely with a slight scowl.

"What?!" Twilight shouted out while all three of the ponies gave him surprised looks, "But you're the only one who has or uses chaos magic!" Twilight exclaimed out before adding with a pause, "Well with the potential exception of Pinkie considering i've got my theories there.." she muttered out with a slight thoughtful expression.

"And umm...how could...another source of chaos magic cause this?" Fluttershy asked speaking up with a concerned yet confused expression.

"Uggg...have you heard that too much of one thing is bad?" he scoffed "well THIS is what happen when there are TOO MUCH chaotic energies in one place other than my own" said Discord "its the same magic but with different flavor..one it seems im a bit allergic too!" he explained..then began to scratch again.

"Hmm I see..." Twilight hummed out thoughtfully frowning, 'but that still leaves the question of who the other source of chaos magic belongs to?"

"Ugg I dont know..but i want them out!!!" yelled Discord "not only to stop this rash but also.." a flash and he was dressed as cowboy "this town is not big enough for two chaos users" he said in serious tone...before having to scratch his costume off as the rash returned.

"Umm actually darling I think I might know who the troublemaker is.." Rarity said speaking up as a slow smirk crossed her face her mind going back to that disgusting unicorn.

"You do?" Discord and Twilight asked..one with eagerness...the other with suspicious.

"Indeed darling and I believe this proves my suspicious about that so called scary boutique were right on the bit!" Rarity added sending Twilight a smug smirk before turning to Discord and explaining all about the so called rival business, how her customers were being brainwashed, and what happen with what had to be the most disgusting unicorn she'd ever met!

"In conclusion, its more than obvious this unicorn and that Lydia are responsibles for it and we need go close that shop down for good!!" declared the unicorn feeling proud of herself already imagining they closing that boutique and all ponies celebrating by buying her costumes.

"Uh..." Silence stood in the cottage for several moments before broken by Twilight, "Don't you think you're jumping to conclusions a bit here Rarity." Twilight said tentatively.

"What?!!!" exclaimed the unicorn "thats the most reasonable explication for all that have been happening!!!" she said feeling angry that her friend didnt share her opion.

"It just seems you're jumping to the first possible suspect here." Twilight said raising a placating hoof, "And.." the princess gave a grimace, "your opinion is admittedly a bit bias"

"BIAS!!!" Rarity exclaimed in shock "if anything Im being the only one reasonable!!! yelled the unicorn"Everything was just fine before that shop and those ruffians showed up!" she exclaimed giving Twilight a glare, "Or am I suppose to believe it's all just a misunderstanding or coincidence!?"

"Could be" said Twilight "but also is more than obvious you have something against the new boutique"

"Of course I do! They're brainwashing innocent ponies!" Rarity exclaimed out as if it was obvious.

"Just because ponies find her shop interesting is no reason to think she is brainwashing anyone!" called Twilight back.

"Please brainwashing is the only reason anypony would be interested in those abominations!" Rarity retorted back heatedly.

"Couldnt be she has talent and you, for some reason I cant fandom, are jealous?" Twilight said it directly.

"Why would I be jealous!? And are you implying that I don't have talent!?" Rarity demanded angrily.

Twilight also got angry.

"No one is saying that Rarity!!!" The Alicorn yelled "ever since that store opened you have been acting all weird!! jumping into conclusion and simply acting all hostile towards Lydia and anyone that buys from her!"

And as they were escalating into a argument Fluttershy and Discord stood off to the side awkwardly while temporarily forgotten.

"well excuse me if I dont like being simply set aside for some newbie second-hoof store!!" Rarity yelled back.

"Rarity they actually have good products and Lydia is a perfectly nice young mare!" Twilight retorted back.

!HOW CAN SHE BE A NICE MARE WHEN SHE HAS THAT..THAT THING AS COMPANION!!!" the unicorn yelled remembering her recent incident.

But Twilight was tired of this.

"Uggg forget it" she turned to Discord "I know you are like this but i need help to find this new chaos source, would you be able to move?"

"Urg...yes...but..arg.." Discord gave an annoyed scowl, "I might likely be off my game...so to speak." He admitted reluctantly while moving to scratch only for Fluttershy to smack his hand.

"Sigh I get it" sighed Twilight "well better some help that none" she said "once Fluttershy finish helping making you feel better, meet me at the market" she said before trotting to the door "And Rarity.." she gave her friend a frown over her shoulder "you need to calm down about all of this...just because you've got some competition in town doesn't mean it's the end of the world or that they're evil." she then added "In fact i think the only one hurting your business in this moment is you!"

At that Rarity gaped speechless at Twilight watching as her friend left out of the room.

In anger, the unicorn rushed after her

"You take that back Twilight Sparkle!!!" she yelled in anger but the Alicorn already was flying away "YOU CAN FORGET GETTING YOUR COSTUME FROM MY STORE YOU HEARD ME?!!" he yelled at her friends flying retreating form while Discord and Fluttershy exchange looks behind her.

"For once I actually feel awkwardly uncomfortable." Discord whisper out to his friend.

Fluttershy nodded...and slapped Discord hand from trying to scratch again.

"Grrrr..can you believe how stubborn she's being!?" Rarity exclaimed whirling around to face them with a dark scowl, "The culprit is staring right in her face and she refuses to see it!" she growled in anger "well Im going to prove it and I will get my clients back" she looked at Fluttershy "and you my dear, will help me do so"

"Uh me?" Fluttershy asked with a startled look point her hoof at herself, "Um...why? And ah...maybe we should...ah just decorate for nightmare night instead."

Discord snapped his fingers and the cottage interior was filled with fake bats streamers, jack-o-lanterns, and fake spiders

One of which descended to scratch his back.

"Discord...no.." Fluttershy said with a slight while flying up to grab at the spider.

"But it itches so bad!" The draconequus whined out.

"And i have still cream to apply" called the pegasus in motherly manner

"But itch!!!" he called managing to scratch a bit.

This caused some sparks that fell on a bat-streamer..causing the bats to actually come to life and began fluttering around.

"Oh dear....that can't be good.." Fluttershy muttered out watching as the bats few around the cottage while Rarity suddenly stiffen.

"Oh dear...Discord!! get rid of them!!" the unicorn called clearly uncomfortable and with some fear.

"Urg...what?" Discord asked with a confused blink while in the middle of attempting to scratch himself.

"The bats Discord...THE BATS!!" Rarity yelled as the flying creatures seems to take interest on her "AAAAAH! They're in my mane!" With her screeching out a moment later as a swarm of them swooped down with some of them entering her hair.

She immediately fled out the cottage rushing back the road to Ponyville with the swarm chasing after her.

"umm...goodbye?" said Fluttershy.

"well..that was a bit rude" said Discord trying to scratch.

Only for Fluttersy to slap his hand again.

With Discord giving off a disappointed whine at first before scowling.

"But regardless it seems I have a urg...a charlatan...urg...stepping on my turf...urg...who needs a lesson...and...can I please just scratch?!"

The pegasus gave him a flat tone.

"Get in the coach so i can apply the cream and no scratching" she said "later you can go help Twilight"

"Fiiiiiiinnnneeee..." Discord whined out drawing it out with a scowl...but not before Fluttershy once again slapped his hand down from an attempted scratch.

(Meanwhile with Rarity)

"Bats...bats..bats...I HATE BATS!"

The unicorn kept running with the cloud of bats following close.

She looked around and finally dived into a bush letting the flying beats fly pass her.

With a few moments passing by before Rarity tentatively poked her head out and let out a sigh as she saw the coast was clear.

"I'm beginning to despise this holiday." she muttered out with a scowl while hoping out of the bush. Her main and tail with leaves and branches stuck on them "REALLY despise it" she shook like a dog to get those out her hair.

In that moment she heard laughers close by. With Rarity at first giving off a blink before looking to the source of the laughter and what she saw caused her bad mood to only worsen.

It was Thunderlane and his little brother Rumble.

However now both had reptilian wings, tails, claws in their hooves, and horns on their heads.

Rumbler actually let sparks out his mouth.

"This is incredible!!!" the colt-turned-dragon called in excitement.

"Hehe I know" Thunderlane said laughing with his own wide smile "I wonder if this is what Spike feels like all the time?" He added with a thoughtful look to his now dragonic wings.

"Hahaha I dont know" Rumble called as he began flying "all I know its that im not taking off this costume ever!!!" he said in delight.

Rarity felt a vein twitching as she heard this....was there nopony left with sensible good tastes!?

"Hehehe get you little bro" said the older pegasus "that new store sure is something"

"We need to go back for the candies they sell too" proposed the colt.

"You know it!" Thunderlane agreed with a wide grin, "with the scary boutique, this is going to be the best nightmare night ponyville ever seen!"

Both siblings laugh flying away.

And leaving behind a steaming Rarity.

"Best Nightmare Night ever because of the Scary Boutique.." she repeated outrage while breathing deeply, "Well we'll just see about that!"

She had enough about the Scary Boutique!

This was a declaration of war!!!

One she plans to win.

And the score is...

Rarity decided to pull out all the stops to finally show everypony that the Carousel Boutique was superior to the Scary Boutique

The first thing she did was get the front of her store covered in banners announcing her Nightmare night line. Complete with mannequins dressed in some of her nightmare night costumes set outside the store.

Once she had all ready she prepare to call for attention.

RUMBLE!!!

Only for a big storm cloud to appear over her boutique and rain on her.

Causing her to scream out and yell in despair while trying to save what wares she brought outside while screaming out if this was one of Dash's nightmare night pranks it wasn't funny!

Only for Derpy to fly down with an apologize face as she was carrying a bag with the Spooky boutique logo on it..and with a hole on the bottom.

Hole from where a can label "INSTANT STORM: GET YOUR PERSONAL SPOOKY RAIN CLOUD" fell off and opened just over the boutique.

And needless to say she took this with the grace of a lady.....by snatching the bag and stomping on it while shouting out angrily.

(Next)

Rainbow Dash was napping on a cloud when suddenly her tail was pulled down by a blue aura.

The pegasus grunted as she found herself holding a BIG sign that said VISIT CAROUSEL BOUTIQUE and apparently she now had to juggle it and call the attention of others.

With her giving a grumble about Rarity owing her big time for this as she played advertising, not noticing the words on the sign changing after being hit with a small zap of magic that came from a near by alley way.

Ponies noticed Rainbow making tricks in the air calling their attention..then reading the words...

Rarity was sure this will work as the ponies look interested...only for them to walk away her boutique instead of in.

Naturally this shocked and confused her but when she looked up toward Rainbow Dash her eyes widen in horror seeing the sign advertising the scary boutique!

The next thing Rainbow knew, was the sign being torn from her and then ripped into pieces by an enraged Rarity making the best impression of a rabid wolf ever.

All while Dash just stared silently wide eyed at the sight before trying to leave as quietly as possible.

(Next)

Rarity tried a more...loud approach.

She got from Pinkie a microphone and some speakers; ready to use her voice to announce her sales to the four winds.

She even managed to get Vinyl Scratch´s aid with the speakers.

So she set all, did some vocalization, took water, more vocalization, coughed..then she felt ready to talk.

BOOM!

BAM!!

BANG!!

When loud explosions and fireworks began igniting in the sky.

Causing Rarity pause and look up at the sky confused before putting on an expression of horror.

The fireworks exploded in the shape of spiders, laughing skeletons, jack lanterns, monstrous faces.

But the ugliest one was a big one that didnt seem to dissipate, forming the face of that DISGUSTING UNICORN

"COME IN! COME IN! DONT BE LATE" it called, his voice echoing all over Ponyville " THE BEST COSTUMES, TREATS AND DECORATIONS FOR A SCARY-FUN NIGHTMARE NIGHT ONLY IN THE SPOOKY BOUTIQUE!!!"

Needless to say...

A scene of Rarity exploding in rage as she started to punch, kick, and stomp on the speakers while Pinkie Pie and Vinyl watched on shocked

...She did not take this well.

THAT DOES IT!!!

She was going there and give that mare and her hideous minion a piece of her mind!!!

And with that she stomped off taking no heed of the surrounding ponies watching her in shock and wariness.

(Meanwhile)

Certain purple Alicorn was able to hear and see all the show from the other side of town

"Well thats quite an impressive spell" said Twilight admiring the announcing head "although bit noisy, hope they had a permit to do so or they could have troubles with the mayor" she added.

ACHOOO!

"COCK A DOODLE DOOOOOOOO!"

Before jumping out when a giant rooster spring into existence behind her letting out a cry.

Next to her was Discord, covered in bandages, anti-rash cream, and a pair of mittens that Fluttershy forced him to wear so he stop scratching himself.

"Uhh...Discord you doing okay?" Twilight asked as she was actually starting to get worried for the spirit of chaos he was beginning to look far worse than he did when he pretended to be sick to trick her and Cadence.

"Snort!! no" he called as his body shivered (actual icycles forming on him) "it got worst suddenly ACHOO!!" a tree began tap-dancing away.

"You mean just now...when those fireworks went off?" Twilight asked with a blink before frowning thoughtfully.

"Ugg yes" he snorted again.

Twilight narrowed her eyes...could it be? Rarity might have some reason outside her weird jealousy attack or could this be a coincidence?

After all the trouble started after the Scary Boutique moved into Ponyville which itself could be a coincidence...but the timing...plus Discord allergic reaction just now....made it suspicious to say the least

"Ummm maybe should take a look just to be sure" she said "Lydia seems like a nice mare so maybe this is all just a coincidence or a misunderstanding"

"Urg...didn't Fluttershy...say the same...thing...about that Starlight pony...running a cult?" Discord asked sending her a slight look having heard of that particular escapade from his friend.

Twilight stiffed.

"yes...and we end up investigating and finding the true" she coughed "so I should do the same here" she said "Best case scenario this sets Rarity mind at ease....worst case she'll be holding it over my head that she was right for Celestia knows how long." Twilight added with a sigh.

"Ugg if its help my issue Im fine with both" said Discord "lets..ACHOO!!!!" the ground turned to liquid chocolate and Twilight sunk on it.

"Grrrrr" she glared at the chaos spirit now covered in chocolate "why dont you...wait back at Fluttershy´s?"

"What?!" Discord however at that suggestion gave her affronted look, "Are you implying I can't handle a little allergy or the poser causing it?!"

She raised an eyebrow in a "you serious?" manner.

"Grr i'll have you know even in my current condition i'm still the big cheese of chaos magic..." Discord remarked giving her a annoyed looked, "and I can easily handle the trouble maker causing mischief on MY turf with a one arm, tail, and leg tied behind my back! Achoo!!!

And literal one arm, tail and leg became like rubber tying him down

"Uggg just...keep yourself hidden and quiet..let me do the talking" grunted Twilight knowing arguing with Discord was pointless.

So with a tired sigh she head off to the scary boutique honestly feeling exhausted at this point and just wanting to get to the bottom of things

(not long after)

The Alicorn entered the store; quickly finding Lydia helping no other that Silver spoon on a...Windigo costume?

"Oh princess Twilight hello" the pale mare greeted after finishing putting some make up on the filly which seems to activate the magic of the costume making the filly turn ghostly with an ice tone and her hind legs into a ghostly tail leaving a small snowflake trail behind her.

"Once again impressive..." Twilight said with a slight smile before frowning remembering Windigo...instincts and habits, "though...these costumes don't come with any side effects do they?" she asked looking to Silver Spoon.

"Well Im feeling a bit chilly" said the filly with a giggle

"Hehehe dont worry princess" said Lydia "they only give physical traits and maybe light versions of their abilities but no real powers, insticts or similars" explained the mare "I make sure to check each costumes before putting them on sale" she giggled "BJ sometimes say i risk turning a rule-lover but i prefer to think im making sure anypony that buys one of my costumes have a scary yet fun experience"

"Hmm BJ?" Twilight asked sending Lydia a curious look already having a guess who she was referring too.

"Oh right...umm..you did say you wanted to meet him right?" asked Lydia a bit nervous.

"That's right like I said your enchantments are impressive work of magic, and i'd love to trade notes with the caster." Twilight explained leaving out she had now other reasons for wanting to talk to Lydia business partner.

"well...i suppose...sigh..ok..." said Lydia before calling to the air "BJ?"

FLASH!!

"Hey babes you called?" the unicorn Rarity met teleported in front of Lydia; jolting Twilight "how is the wind-pony-thing costume working?" another flash and he appeared next to Silver spoon "really cool if say so myself" he chuckled at his pun "let me tell you kid, you certainly will give the term giving a cold shoulder a new meaning" he patted the filly...only to have his entire leg covered in ice...he blinked "see what i mean?"

Another flash and he appeared in front of Twilight

"And who we have here?" he asked with mischief in his tone "Babe! you didnt tell me we will have royalty visiting" another flash and his outfit changed to a noble like suit...filled with holes and clearly dirty "i would put on my best suit" he gave an exaggerated bow at Twilight "your highness...i put myself at your...hooves?" he blinked "umm now that i think about it" he turned to the audience "being fascinated by them would count as hand fetish or foot fetish?"

"BJ behave~" Lydia said back with a giggle while Twilight blinked at the introduction this pony reminded her of....Discord.

Which caused her eyes to narrow in suspicion her personality and the way he was using his magic it hit all too close to home....was Rarity actually right?

"Hey Im being an angel right now babes" said BJ..actually gaining white wings and a toga? "and considering you have been working on that special project for her im being quite respectful"

"BJ! that's meant to be a surprise!" Lydia said with a hiss while Twilight frowned arching a brow.

"Special project? What special project?" she asked a note of concern entering her voice.

"What else? a special costume she expended all our first day and night here designing and making, only for you to not take a time to try it" huffed the unicorn with some anger "and she has been really excited about presenting it to you"

"Wow...that's really thoughtful of you Lydia.." Twilight said genuinely while sending Lydia a look of gratitude "but you know there was no reason to go through any trouble on my account.." she added with a concerned look "I would have been happy with any of your costumes."

"I..well.." Lydia looked embarrassed as she received payment from Silver spoon; who then floated giggling out the store passing by and scaring an approaching angry Rarity "I just...its the first time Im..well..having someone like you as client and..well wanted to offer you something special" said the young mare with sincerity

"Huff and i keep telling you anyone that think what you do isnt special is because they have trash in their heads" said BJ

Outside Rarity recover from the fright..only for a trashcan to appear on mid air and empty its content on her.

"I know but I really wanted this to be my best work...I mean how often do you get the chance to design something for royalty!" Lydia exclaimed out with a smile.

Twilight blushed at that.

"I...well...you know..Im not that..special" she said actually a bit touched by the young mare´s words

"Pff no special she said" mocked the unicorn before turning to the audience "said the one holding the lead record of the 34 rules" he winked before returning to the princess "you really must be if Lydia here made such effort as she only do it for the best as she is the best" he said in conviction.

"Ah well thank you.." Twilight said nervously smiling before giving off a confused blink, "34 rules?"

"Sorry we are T-raking at best so cant say more" said the unicorn "instead, since you are here...you wont mind trying the costume right?" he suggested.

Outside Rarity managed finish digging herself out the trash that covered her in time to hear the unicorn proposition.

WHAT?! No no surely Twilight wouldn't...

"well...I mean...since you took the time and effort" said Twilight "I..dont see why not"

NO! HAD EVERYPONY TURNED AGAINST HER!?

" you sure ? " asked Lydia nervous " I mean I dont mind but...I mean if you want "

"I dont see the harm let's see what you've been working on." Twilight said with a encouraging smile.

Lydia smiled

"Ok..BJ bring it please" asked the mare

"Sure thing Babes" and the unicorn disappeared in a flash.

Leaving Twilight alone with Lydia and perhaps giving her a chance at some answers.

"So...your friend seems like the interesting sort." She began with a slight cough.

"Hehehe is a way to say it" answered the pale mare with a smile "we have been friends for quite a time and with all the ups and downs I wouldnt change it for anything"

"I'm glad to hear it friendships something to be held dear after all." Twilight said nodding her head before arching a brow, "so how did you meet?"

"She moved into the old house I used to hang around" said BJ flashing back with a manikin "she was new, needed a friend and we kinda click in the moment" he added with a smile.

Twilight looked at the costume on the manikin.

It was a short, silver semi transparent toga with silver rings for the hooves and a nice necklace; the cloth seems to sparkle and Twilight could tell it was woven with great care and effort.

Although one thing that gave her some doubts, was the headpiece it had, as it was made of at least a dozen fake snakes that she was sure will come alive once she wear it.

"It looks really good.." Twilight said to Lydia while giving her a smile causing the mare to smile in turn "though.." Twilight look nervous at the head ware, "I'm a bit...afraid of snakes.." she admitted with a flush.

"Oh!" Lydia gasped before looking down "I...Im sorry, I didnt know" she said with a sad tone.

"HA! Twilight wouldnt ever wear something with snakes" Rarity couldnt help but gloat; now for sure Twilight will rejected it and come to HER. boutique for sure

BJ didnt seem happy about it.

"Hey babes dont worry" he said trying to lift up the young mare spirit "is just as you say, nothing better to get over your fears than face them" he then give Twilight a..not threatening yet not friendly glare "Its nightmare night so not better way to face your fear right princess?"

"Hmm...I suppose that's true.." Twilight admitted tentatively picking up the headwear with her magic "And none the less I should at least give the costume a try after your hard work." she added with a determined look.

Rarity jaw fell

"You..you mean it princess?" asked Lydia with hopeful tone.

"Of course, just give me a minute and I'll try it on." Twilight told her with a comforting grin while Lydia look overjoyed a feeling that Rarity wasn't anywhere close to the feeling at the moment.

"You..she...OH NO!" the white unicorn declared "not on my watch!" she prepared to march in.

ACHOO!!

when suddenly a Draconequus crashed on her; propelling both away from the boutique via chaotic sneeze.

"You heard something?" asked Lydia as she accompany Twilight to a fitting Room

"I didnt heard anything" said BJ holding a pepper shaker...for some reason

Lydia blinked at that

"What?" asked the unicorn then holding up a sandwich "its lunch time"

Lydia gave him a look that screamed she knew he was up to something but choose to drop it as she focused on helping the princess into her costume while BJ gave a little cackle.

"Uggg DISCORD!" yelled Rarity once she found herself back on land...with certain spirit of chaos over her.

"Urg...sorry about that.." Discord groaned out with a displeased look rubbing at his nose, "this allergic reaction is getting worse.." He admitted with a slight growling groan of annoyance "on some good news, it seems we found the source in that store" added the Draconequus.

"You did?" Rarity asked with a blink before shouting out in triumph, "Ah ha! I knew it! I KNEW IT!" She yelled out with an excited hop "Those ruffians are the source of all of Ponyvilles problems and have been brainwashing ponies into buying their horrible products!"

"snort!! the last part i dont know and dont care ATCHOOO!!" leaves turned into waffles "want I want is them out of here!!"

"I couldn't agree more darling!" Rarity exclaimed out with a wide positively evil smile "I believe time to send these miscreants packing!"

ACHOOO!!

FLASH!!

"Eeeppp!!!"

The next sneeze literal brought Fluttershy into their talk...by falling onto Rarity

"Oh my goodness! Im sorry Ra-DISCORD!!" She called in worry looking at the down spirit, looking all sick, snots coming out like rivers from his nose and overall looking done for "Oh no! oh poor you!" she flew to him and grab his hand "come! lets go back to the cottage, I will prepare you a hot bowl of soup and then to bed with you"

"Urg...as tempting as that arg...sounds...I can't.." Discord said with a low scowl, "not till urg...I get rid...of the source of this...calamity!" He added gesturing toward his body.

"Well you wont be getting rid of anything in your condition!" said the pegasus in an angry mother tone "you coming home right now and try recover first!"

"But...Fluttershy! Ponyville is in danger!" Rarity chimed in a mild desperately and a bit wary on taking on this ruffian without discord helping her.

"Im sure Twilight can handle anything that need to be handle while Discord rest a bit" said the pegasus pushing Discord to move "I never left any critter risk its health and I wont start with him!"

"But...but.." Rarity stammer out watching as Fluttershy practically dragged away Discord...and her salvation "UGGGG!!!" she groaned in frustration "FINE! at least now i know i was right!" she huffed turning around and rushing back to the market "now Twilight WILL HAVE to hear me! and then we can finally stop these fiends from whatever their planning and everypony can shop at MY boutique again!"

With that she rushed back towards the Spooky Boutique ready to finish this.

Author's Note

I will say at least 10 to 1 favor Scary boutique lol

Win one...

(Back at the Scary Boutique)

A drum roll began echoing in the store.

"And now!! Spooky Boutique and Jucely-productions have the honor to present the best costume ever created coming from the hoof of the talented and beautiful Lydia Deetz!" BJ voice called as Lydia was flashed into a throne-like seat.

"Hehe ever the dramatic showman as always" Lydia said with a giggle toward her friend.

"You deserve it babes" said BJ "ehem...now being used by one of Equestria´s own royalty..presenting.." multiple spot lights shined over one spot "the Gorgon princess!!!"

The last one shone over Twilight.

The Alicorn´s body now had some scales on it, her tail was a reptilian one, her eyes were slits and glowing golden; alongside the toga and accessories, her mane now where a dozen of dark purple snakes hissing softly.

"So how do I look?" Twilight asked with a nervous smile her eyes glancing up to the hissing snakes.

It was not a loud, scary hissing but..still it was something she will need to get used.

"Hahahaha I say forget Luna, a new queen of Nightmare night is here!" called BJ summoning a full mirror for Twilight to look herself.

"Wow..." Twilight found herself breathing out as she looked at herself in awe, "I look amazing!" she gushed out as she examined herself in the mirror, "honestly if I didn't know any better I would think I was turned into a genuine gorgon!" Even when she knew it was a costume she could practically feel her new scales and tail almost as if they were real.

"Hehehe hey what I said?" said BJ "Lydia is the best in what she does"

As Lydia blushed at the praise Twilight's eye went over to them.

"I wouldn't knock your own contributions.." she said her eyes slightly narrowing, "these charms are amazing and aren't something the average unicorn can pull off either.."

BJ looked full of himself.

"what can I say...Im good in what I do and Im happy to lead Lydia a horn"

FLASH

And a horn literal appeared on the young mare´s forehead.

"BJ!" Lydia exclaimed startled at that before rolling her eyes with a fond smile while Twilight...actually looked suspicious.

"You know I can't help but notice something.." she said her tone absolutely even while looking over to BJ.

"Oh what? How devilish handsome I am?" BJ asked with a smirk and horns on his head as he summoned a hand mirror up to him after appearing in a flash before freezing at Twilight words.

"The fact that your horn never lights up when you use magic.." Twilight said giving him a hard stare "And that's a trait for all unicorns and even alicorns.." she explained matter of factly not looking away from BJ, "Our horns always alight with our magic no matter what spell we cast small or big..." she explained narrowing her eyes "what's more the way you use magic reminds me more of how Discord the spirit of magic does magic than how a unicorn does it."

BJ got nervous.

"Oh that....hehehe well..maybe i simply havent pay my horn´s light bill? " he excuse "you know that those woking in the electrict industry can be more evil than any monster"

"Uh huh..." Twilight said flatly making it clear she wasn't buying it "Also another thing.." she stepped off the platform and a bit closer to BJ with Lydia looking nervous, "while I chalked it up to Rarity being paranoid about new competition at first.." the princess said staring into BJ eyes, "I can't help but admit it's quite a coincidence that chaos is caused all over Ponyville with chaos magic similar to Discords none the less...the same time the scary boutique opens for business."

Cartoonish sweat began falling off BJ.

"Chaos?" Lydia blinked before tuning to her friend "BJ...?" she asked also in suspicious but knowing what exactly said chaos was about

"Ah..heheh just a few...nightmare night pranks Lyds...nothing to worry about." BJ said sending his friend a nervous smile.

"NOTHING TO WORRY ABOUT!!"

Rarity cried entering at that moment into the store

"I ALMOST GOT EATEN BY A SPIDER!!!"

"you....WHAT!?" Lydia exclaimed with sudden wide eyes before glaring over at the nervous looking BJ, "Beetlejuice what did you do?!"

He flinched.

"woah..easy with that word!" he called "and she wasnt in danger!" she called "it was juts a toy I made...bigger" he gave a sheepish smile.

"It almost...ATE ME!" Rarity screeched out angrily glaring at him with murder in her eyes.

"And what a tragedy it would of been if it had.." he muttered out under his breath with a eye roll.

Unfortunalety Rarity heard him.

"Why you!!!" she seems ready to pounce if Twilight didnt stop her.

"Rarity calm down!" she called trying to not escalate things.

"Calm down! These ruffians have ruining my business, terrorizing ponyville, and turning everybody from my family to my friends against me!" Rarity exclaimed sending twilight a wild look, "And you want me to calm down!?"

"Pffff!!" BJ shot her a raspberry with a long and serpentine tongue "Lady dont get full of yourself" in a flash Rarity plushies rained and bury the white unicorn "you are not that important for me to actually care about you"

The unicorn dug out the pile.

"And i'm suppose to believe everything from the spider, losing customers, my advertising being sabotaged had nothing to do with you!" Rarity exclaimed out in disbelief glaring at him.

"pfff...lady only will take credit for the spider and maybe changing that lousy sign you forced that blue mare to carry" said BJ "the other stuff? is call being bad doing business"

That...

"I"LL SHOW YOU BAD BUSINESS!"

...was the last straw as Rarity screeched out and pounced toward BJ.

FLASH!

Who simply flashed away making her fall on the floor.

"Jeez you sure your name isnt Karen instead of...sorry dont think i even know who you are" mocked the dirty unicorn.

"My name is Rarity...AND ITS THE LAST NAME YOU'LL EVER HEAR YOU DISGUSTING RUFFIAN!" Rarity snarled out while pushing herself up from the ground.

"Bring it you overmemed marshmallow!" called BJ his outfit transforming into a boxer-like outfit

But before they could clash.

"BJ stop!" Lydia got in front of the creature with a begging look "please"

"You too Rarity thats enough!" Twilight called in authority tone...not noticing her eyes glowing yellow and Rarity literal freezing mid-step.

Though quickly realized something was wrong when Rarity didn't move a muscle or speak with only her angry eyes being able to move.

"What the...?" Twilight then remember what she was wearing and what it was capable "upps...sorry Rarity" thinking quick she took off the collar from her neck.

The illusion of the costume was cut immediately, her coat returned to normal and the snakes became fake again.

"Ah..ah..what...was that?" Rarity asked for a moment before shaking her head, "Urg doesn't matter we should focus on dealing with this ruffian twilight!" Rarity exclaimed while giving BJ a glare, "I'm sure Princess Celestia would be delighted at a new statue in her garden.." she added with a threatening growl

"Rarity!" Twilight called before turning to Lydia "sigh...sorry I didnt wanted to things to get this..dramatic" she sighed "so Im guessing he is not a pony but some...spirit?" she asked

"Spirit?!" called BJ insulted "Princess, Im the afterlife biggest attraction" he gained a carnival outfit "the top dog of terror" he became a werewolf "The biggest cheese around" a literal cheese "I'm the semi inflatable" he inflated like a balloon "Bio degradable" and exploded into leaves "Jack of all tradable" a literal Joker card "Im the Ghost with the most!" he finished his suit turning into a black and white stripped suit with a tie on his neck, his main more disheveled and he lost his horn as his hooves turned red.

"Hmm so how do you differ from Discord then?" Twilight asked fishing for more information.

"You mean outside being more handsome that that old snake?" he asked summoning a mirror, smiling at it...and causing it to break.

"Indeed.." Twilight said with a slight sigh, "you have powers like Discord and till now I honestly believed he was one of a kind..." she informed him with a wary look internally worried how many other entities might exist with magic like Discord´s.

Not to mention, like Discord at the beginning, how many of them could be dangerous to Equestria and its citizens.

Lydia seems to know where the princess was going as she called for her.

"Wait princess! I know what you thinking" she said "but I can assure you, BJ might like scary others and play pranks but taking over the world is not something he cares or want to do"

"Yeah sounds good on paper but being in charge is a total snooze fest.." BJ said with a snort and roll of his eyes "not to mention the paperwork" he shivered "I would bore myself to death" and in a flash a coffin appeared with him resting in it flower in hooves.

Lydia giggled at this.

Twilight gave a small smile, it seems the friendship they had was quite real...which will make the next part really difficult.

"sigh..even so, I cant ignore the so called pranks you have been doing which have really set many ponies on edge" said the princess "and while you say you are not planning do anything bad, Im afraid the presence of another chaotic spirit is more that what this town can take" she took a deep breath "Im sorry Lydia, but Im afraid that if you have a way to make him go, Im going to ask you to do it...at least temporarily"

"I figured..." Lydia however rather than protest gave an understanding sigh.

She knew how BJ was with his pranks, and although she knew he never did any harm outside big frights (and a couple of nightmares), she knew start fighting with a princess wont help her, him or their business.

But she still didnt like it.

"Sorry BJ" she said in sad tone "you know we have to do it"

"Ahhh but come on babe I was just starting to have fun." BJ whined out with a pout but at Lydia look he groaned "Finnnnneeee....say the magic words.." He grunted out while crossing his hooves as Lydia nodded taking a deep breath before shouting out.

"Beetlejuice, Beetlejuice, BEETLEJUICE!"

And he disappeared in a cloud of smoke, bats and spiders.

"Beetlejuice.." Twilight questioned after a slight paused and confused look.

"It's his name.." Lydia said with a shrug as she explained, "Spoken three times he's summoned from the neitherworld spoke three times again and he's sent back."

"Oh so BJ is a nickname you have for him" said Twilight.

"Yep avoids accidentally sending him back by saying his name one too many times." Lydia explained with a small smile.

"Uff I dont know why you would want that thing out here" huffed Rarity "although now that is gone maybe we can have some normality back"

Lydia at that gave Rarity an annoyed look.

"Look i'm sorry about BJ stunts but he isn't a thing...he's my friend." she said with a hard edge entering her tone with Rarity scoffing.

"Well darling you clearly need to reevaluate your taste in friends!"

Lydia´s eyes darken.

"Rarity enough!" called Twilight with some anger "those kind of comments are not needed and if you are not going to help I recommend you to leave"

Friend with a chaotic spirit or not Lydia hasnt done anything bad and, to be honest, Twilight was starting to get tired of her friend´s aptitude towards her and her business.

Speaking off, Twilight felt a bit guilty knowing that the young mare needed of Beetlejuice to enchant her costumes, meaning she probably just messed with her store.

"But..but...surely you don't intend to let these troublemakers off the hook...after everything they've done!?" Rarity stutter out and exclaimed out while staring at Twilight in disbelief.

"Pulling scary pranks and make Discord sick fell more on...BJ..." said Twilight "Lydia havent done anything bad, in fact" she turned to her "Im sorry this will affect your business, you will be ok?"

Lydia sighed.

"It will be lonely without BJ but i will be fine" she said "for all his pranks he really supported me and always make sure to enchant the costumes and help with the store before anything" she added with a smile "I still have many in reserve so I will be fine"

"That's a relief to hear.." Twilight said with a sigh and smile while Rarity let out a growl.

"yes just what we need costumes little better than rags with cheap tricks." she muttered out with a dark scowl.

Twilight send her a fulminating glare.

"On that..." continued the Alicorn "allow me to pay you in full for this one" she said putting back the collar and re-activating the magic of the costume "Im taking it"

"WHAT!?" Rarity screeched out staring at her friend in shock and betrayal, "But...but...but what about my work!?"

Twilight rounded glaring at Rarity with the magic of her costume making her eyes glow.

"Funny, cause i remember you yelling me i could forget getting something from your store" she said in flat tone.

"But..but...I didn't actually mean it!" Rarity exclaimed giving her a hurt look, "I was just waiting for you to come back to apologize!"

"Sigh thats another thing we need to talk but i will prefer doing it in private" said the Alicorn "so you were..a bit right about something weird happening her, good for you...now why dont you go and actually take care of your own business while I finish here"

"Grrr fine! I see i'm not wanted here!" Rarity said turning around in a huff, "So much for being the princess of friendship!"

But not before leaving without one last parting shot over her shoulder.

"So much for being the best designer in Equestria" Twilight called over her back.

"I am the best and before nightmare night ends everypony will know it!" Rarity called back angrily over her shoulder as she stomped off through the tent entrance heading back to the Carousel Boutique determined to prove once and for all who the real fashion expert in Ponyville is and that without that disgusting spirit Lydia work were just fancy rags!

One way....or another, she thought with glaring eyes.

"Umm did I..did something wrong?" Lydia asked really confused.

"Sigh...no...its just...she has some...BIG issues right now she really need to solve" sighed Twilight "Dont worry about it" Twilight thought a bit "actually since...well..your main help is gone because..well...me...how about you let me take his place?" she asked "I might not be able to enchant costumes but maybe can help around the store"

"Wait really?" Lydia question with surprise and disbelief, "I mean you sure you're a princess and with your ah friend.." She question nervously only to have Twilight holding up a hoof.

"Princess or not i'm just a pony like anyone else.."Twilight said with a small smile, "A pony who's always happy to help a friend in need.." she said before adding with a disappointed mutter, "even while another friend is acting like a jerk"

Honestly she will have a strong lecture with that unicorn later..thats for sure.

"For now, how about you show me how you do things here so i can be of help?"

At that Lydia gave a happy smile her eyes twinkling with excitement.

"Right this way your highness i'll be happy to show you how we do things here at the Scary boutique"

With that she guided the now Gorgon-pony around explaining how do things.

(Carousel boutique)

Rarity hummed in delight as she enter her store.

Sure arguing with Twilight left a bad taste in her mouth...and that Lydia was still in business...but with that hideous creature gone and with it that mare´s main way to do those rags with it, now there wasnt anything that stop ponies to rush to her store.

"Oh yes now things certainly will work from now on" she said happily as she used her magic to bring in some mannequins in and began setting some costumes "with that thing gone ponies will finally come to her senses" she picked up a hat off a statue "and then soon this place will be..."

Wait a moment...statue?

Rarity turned and...yes..there was a statue of a dragonic looking filly in the middle of her boutique.

"I don't remember buying this?" She muttered out while approaching the statue, "did somebody drop by a gift?" she asked herself before scowling and looking suspiciously at the statue as a possibility occurred to her, "Or is this some kinda booby trap set up by that ruffian?"

she moved closer.

And suddenly the eyes open wide

"BOOOO!!!"

"AH MY WORD!" Rarity blurted out jumping back and landing on her butt startled as a hoof went up to heart, while the statue burst out laughing~

"Heheh the look on your face!" Causing Rarity to scowl as she recognized the voice quite well.

The statue lost its rock tone becoming no other than a laughing Scootaloo; now having bat wings, a long spiky tail and her mane now was a crown of reptilian horns/spikes.

"What is the meaning of trying to give me a heart attack young filly?!" Rarity demanded with a glare, "Because if this is a nightmare prank I'm hardly in the mood." she added with a huff and grumble.

She turned around

GRRRRRRRRR!!!

Only to come face to face with a muzzle filled with sharp teeth.

With Rarity letting out a slight frighten whimper at the sight of those teeth...and what they belonged to wasn't any better!

It made her think on the sea ponies...only if they had longer serpentine tails, a big sail going from their heads and across its bag, and..oh yeah! SHARP TEETH!

"AHHHH!!" Rarity leaped on the air in fright.

"Hahahahaha which caused the...filly? wait! it does was the size of a filly...and that yellow tone...and the red bow on its head...

"APPLE BLOOM?!!" called Rarity in shock as she recovered.

"Hehehe. Hey Rarity, did we scare you?' The transformed filly asked with a beaming grin and giggle while Rarity eye gave a annoyed twitch.

Girls! I told you to not...oh! hey Rarity" a nervous tone called.

Twitch that increased seeing Sweetie Belle rushing down the stairs wearing her headless horse costume with her head on a hoof.

"Sweetie Belle..." with her then giving a wince at the look in her sister eyes and the slight growl she let out, "Explain yourself right now...young filly!" Rarity ordered as she stood back up while regaining her composure.

"Ah...well...you know...umm since you were out and nothing was happening...well" Sweetie giggled nervously "the girls and I decided to..try out our costumes" she glared at her friends "which I specifically said we should do ONLY inside my room!"

"Ah come on Sweetie Belle we're just having some nightmare night fun" Apple Bloom replied back sheepishly while Scootaloo let out a giggle.

"Yeah I mean did you see how she jumped in the air? Hilarious!"

The filly said with a laugh....a laugh that soon died out as Rarity growled out with a dark look.

"Your costumes.." The mare let out a strained laugh causing Sweetie to wince as Apple Bloom and Scootaloo suddenly traded nervous looks...perhaps this hadn't been the best idea, "Heheh forgive me girls.." Rarity shot them a wide unnerving grin, "but if I'm not mistaken those ARE NOT...the costumes I made for you.." she observed with a slight sharp glare.

The fillies exchanged a nervous look.

"well..you see..." Sweetie Belle started.

"Its not like...we didnt like per say your costumes..." Apple bloom continued.

A wing extended in front of her.

"Wait girls...leave this to me" said the Gargoyle pony before walking forwards "sigh..look Rarity, I know you are like...this big fashion pony but" deep breath "do you really thing princesses dresses, mere-ponies or ugg pig costumes...will be more attractive that THIS?! she added extending her new bat-like-wings.

At that Rarity let out a frown giving the small filly a look.

"What exactly are you saying?" she asked letting out a huff, "Anyway with taste should recognize that my work is of higher quality than those flashy drab rags you girls are wearing." she added with a hard frown.

Scootaloo gave her a flat look...then began flapping her wings actually getting off the floor.

"I can fly a bit, Apple Bloom literal is swimming on the air" she pointed at the floating siren "I saw Rumble breathing sparks, Feather weight became a real spider, your own sister has her head on her hoof and various ponies are out there looking and acting as if they were real creatures" Scootaloo counted "can your costumes do any of that?"

"Well I...no." Rarity admitted with a reluctant frown as she was starting to see the filly point...it seemed to be a case of favoring function over form.

"Its not to make you feel bad" added Apple Bloom floating to her "your costumes are good...when actually pick one I like.." she coughed "but the fact now even a pony like me can do this.." and she made a couple of backflips on the air "its really that big of surprise the Spooky boutique had gained so much popularity?"

Rarity frowned her mind thinking about what the girls were saying.

Its true that those...costumes really have become really popular...giving ponies a level of realism that she couldnt measure against!!

She wasnt as powerful nor she knew spells like Twilight to do something like that by her own.

And she certainly didnt know anyone that could cast spells like that disgusting spirit...

Wait a minute!

Spirit?

Like...

"Idea!!!" she declared suddenly "Ohhh how I didnt think about this before?" she asked to the air much to the CMC confusion "Instead of going against, i should have been fighting fire with fire!"

"Ahh Rarity..." Sweetie Belle suddenly looked a lot more nervous at her sisters words, "you're not planning on burning down the Scary Boutique right?"

Rarity blinked but coughed.

"Ehem of coarse not Sweetie Belle" she said "A lady never use such low methods" with that she turned to leave "no..Instead I will use the same weapons, if ponies want realistic costumes, then THATS what Carousel Boutique will give them" she declared before rushing out again.

"This...isn't going to go well is it.." Apple Bloom said aloud with a frown while the Crusaders traded nervous looks.

"Nah-ah" the other two said at the same time.

Before Scootaloo took Sweetie head and rush away

"Hey!!!" she cried as her body and Apple Bloom chased after the gargoyle.

...Lose all

"There we go Discord, all tuck in and comfy" said Fluttershy carrying a bowl of soup "How you feeling?"

A grunt

"I feel ridiculous" said the spirit of chaos as he sat on the coach with blanked around him that literal said "get well blanket", a bunny hat covering his head, new bunny paw mittens, a blue scarf on his neck and his face covered in a new layer of cream to help with his rash.

"Now now don't be fussy mister." Fluttershy said sternly...or as sternly as the shy sweet pegasus could looking up at him "you need to rest to get better, and this will help you relax."

"Ummm" Discord grunted "I would feel better if i could kick that faker all the way out town!" he said in angry "Im the only master of chaotic magic and this is MY town!"

"Umm honestly still surprised there are others who can use chaos magic." the pegasus admitted with a slight blink and frown "I always thought it was only something you could do." she admitted before shaking her head "And allergies aside shouldn't this be a good reason to make friends instead of starting a feud."

"Tch is complicated and how could you ask that when Im like THIS because of that guy!" protested Discord.

"Hmm yes..." Fluttershy frowned with a wince seeing his point "do you think we should get a doctor?" she added thoughtfully while rubbing her hoof against her chin "maybe get some medicine."

"Ugg...I hate doctors" said Discord "they never give me a lollipop after we done" he huffed "and I will be fine once that guy and his magic are far away from here"

Fluttershy flinched a this.

"I..well..look on the bright side..it seems the rash is over" she said with a smile "you havent try to scratch yourself for a while now"

"Hmm yes...yes I haven't.." Discord agreed at first with a blink before smiling realizing Fluttershy was right "I suppose that must mean I'm starting to get better." He said with a smirk....right as a pimple suddenly popped into existence between his eyes.

Pop
Pop
Pop
Pop

Followed by others.

"Aggg!!!" Discord cried in shock and wanting to scratch.

"Oh Angel, you look so cute!" Fluttershy gushed at the bunny as he hopped into the room dressed like a vampire "I knew that costume would look great on you"

The bunny seemed to preen at the attention before noticing Discord state...and started to point and laugh.

"Oh my goodness" exclaimed the pegasus noticing the new pimples

"Uggg...why you!!" Discord looked in angry at the bunny raising a hand ready to snap his fingers

Fisssss!

Only fo the pimples to literal began smoking; causing him to began scratching again.

At that, Angel Bunny fell to the ground laughing up a storm while kicking up his bunny feet this had to be one of the most hilarious thing's he'd ever seen!

"Uggg!!"

"Discord stop that!" called Fluttershy rushing to stop his scratching "Im going to go for more cream and more bandages but you need to stop scratching!"

"Easier said than done!" Discord found himself snapping with an irritated grimace, "This is more torture than being stuck as Celestia lawn ornament!" He added with an exclamation.

"Discord!" Fluttershy scowled "I know you are annoyed but dont use that tone with me!" exclaimed the pegasus "sigh..why dot you go to the garden and take a deep breath of fresh air while I go see if have something in my first aid kit that can help you?"

"Sigh...if I must.." Discord muttered out with a frown, "anything to take my mind off of this contagious allergy." He added with a scowl.

And with some effort he snapped himself and in a flash land on the garden behind the cottage.

"Ugg Look at me" he scoffed looking at both his state and "outfit" "seriously this cant be any more humiliating!"

"Ohhh Discord!!" Rarity sing-like-tone reached him.

Causing him to give a groaning sigh.

"Yes yes what is it?" The lord of chaos asked looking over to see the element of generosity herself racing toward him "I'm not exactly in the best state to entertain company here." He added gesturing toward his current pimple body with Rarity stopping and flinching at his appearance.

"Oh darling you look worse than before!" she exclaimed out actually giving Discord a look of concern at his condition.

"Uggg...tell me something I dont know" scoffed the chaotic spirit "no wait! tell me that Twilight did something good and got rid of that chaotic faker!"

"I wish.." Rarity said with a slight scowl causing Discord to blink "Evidently despite the trouble that ruffian caused the scary boutique has the princess of friendships stamp of approval." she stated with a slight bitter mutter.

"Tch and once again being princess is waste on Twilight" huffed the chaos spirit

"On some good news, she did made that mare get rid of the spirit she was using to enchant those..costumes of her" added Rarity.

"By get rid of do you mean sent to Tarturus or turn to stone?" Discord asked with a hopeful look that fell as Rarity shook his head.

"No actually.." she said before explaining how the brute could be summoned by saying his name three times and that saying it three times more sent him back to some place called the Neitherworld.

"Ugg the Neitherworld...not a good vacation spot" Discord shivered as he transformed his outfit in a hawaiian shirt before returning to normal "at least that explain why my allergy got better" he huffed "without the source here i should be fine" he took a deep breath "THEN WHY THIS IS STILL HAPPENING?!!!" he yelled as pimples popped out all over his body.

Rarity thought about it.

"You said your illness came out of that thing´s magic right?" she asked "well..he enchanted the costumes that mare have been selling everypony...could that still be having the same effect?"

At that Discord eyes widen before an angry look entered them.

"They could indeed.." He said with gritted teeth, "And judging by your hissy fit from earlier.." at that Rarity looked insulted and shot him a slight glare he ignored "Am I to surmise every pony in Ponyville has bought their costume from that boutique rather than your own this year?" He stated with a dark scowl.

"Indeed" said Rarity with also an angry look "but with that thing away now I have the chance of recovering my costumers, and I need your help to do so" she added pointing at him.

At that Discord froze and actually threw Rarity a surprised look.

"I'm sorry but do I have a flying pig in my ear.." He banging against his ear with a small pig with wings dropping out of it with a squeal before flying away, "or is the element of generosity herself asking the spirit of chaos for help?" he asked with a smug coy grin.

"Ehem yes...well..i prefer seeing it as me helping you and everyone in Ponyville" said the unicorn "you see, as much as in hurts me admit it, Ponies have grown in love with the idea of...realistic costumes that gave them powers and looks" she scoffed "And although i can make wonderful costumes, I cant enchanted them like that...BJ did" she looked at him "but you? I know you can"

"Hehe well I don't mean to brag.." Discord said in a not so humble tone causing Rarity to roll her eyes, "But I can help you make costumes that will blow those upstarts works out of the water.." Discord added with a large grin as he summoned a miniature pirate ship that was the size of the carriage complete with cannon...right above him...with it crashing on him a moment later.

"Great!" said Rarity with a smile "I will make new costumes, you will enchant them, then ponies will be so blown out by then that they will throw away those rags and exchange them for my art" she smiled "no more costumes, no more spooky boutique which also means no more chaotic magic that sicks you"

"Urg..sounds...good.." Discord said as he managed to squeeze out of under the ship though was now flat as a pancake.

"Great!" Rarity celebrated "get ready Discord...today you join the fashion leagues!!!" she called as she posed just as dramatically missing an air pump flashing into existence behind her as Discord attempted to blow himself back up.....only to over-inflate and end up popping.

(Much Later)

For the following two days and nights Rarity put all of her attention and effort creating a new line of costumes with Discord´s help. The spirit of chaos not only was on the ready to to add his magic touch but also shared ideas of some creatures of the chaos dimension he called home as inspiration/base for the costumes.

So while Rarity sew and create, the Draconequus flashed his magic on the costumes.

"Heheh oooh that ruffian and upstart brat they'd run me out of business...well, wait until they get a load of the NEW Nightmare Night line!" Rarity exclaimed with great triumph.

The entire floor was filled with mannequins dressed in scary costumes of alien looking creatures and monsters of bizarre looks.

Some of them still glowing as Discord passed above them zapping them with their magic.

"ACHOO!!" and sometimes sneezing on them.

"DISCORD! Please cover your mouth!" Rarity chided her assistant sternly, "We want to amaze Ponyville not get them sick!" she added with a frown.

"Achooo!!" he sneezed again over the costumes making them glow more "Im sorry, it not my fault Im allergic to your sister´s costume" he said making a handkerchief appear for him to use.

It wasnt as bad as in the cottage (as he learned Fluttershy had gotten costumes from THAT store for EVERY CREATURE she had), but still the presence of even one costume seems enough to trigger his sneezes.

Something that Rarity realized with a frown looking over Discord state.

"Darling are you sure you're in any state to go on further?" she asked with a slight frown note of concern entering her tone and expression, "because if you wish to rest I believe we might have enough costumes." she added on looking upon their work.

"I...Achoo...Achoo..Achoo.." each sneeze he changed colors "Ok...think i will take that offer" he said making a work clock appear and seal his exit paper "Tell me when everypony throw away those costumes...Achoo!!" and with one last sneeze over the costumes he flashed away.

"Will do.." Rarity said to herself as she looked over her hard work with a eager smirk, "Now...now it's time to finally show once and for all that Rarity is and always will be the one true fashion mistress of Equestria!"

With that she moved to the door opening and flipping the sing to open.

"As now the new and improve Nightmare line is open to public!" she called waiting for the first pony to come in

And waited

"WHERE IS EVERYPONY!" Rarity exclaimed out with a expression of utmost irritation if not desperation.

Sweetie belle looked from the stairs with a flat look.

"Maybe preparing themselves for tonight?" she said "you know...as today is Nightmare night?"

That froze Rarity

"Excuse me darling..what?" she must have heard wrong.

"Nightmare night? you know...the celebration? its today" Sweetie Belle repeated "by now everypony must have already have a costume and must be preparing for tonight´s party"

At that what sounded like a mirror breaking sounded out as Rarity processed her sisters words...nightmare night...tonight....everypony....already had costumes this....

"No..no...noooooooo!" Rarity wailed out in denial.

"sigh, yes Rarity" said Sweetie Belle "you have been doing...I dont know what for the las couple of days that you simply missed the dates" she added before looking at her sisters expression and gaining a concerned one herself, "Uhh Rarity...are you okay?" she asked nervously.

The older unicorn looked like her soul have been ripped out as her eyes watered.

"I...I missed the dates...I..i didnt sell even one costume? my..my line...was a..FAILURE?!!!" she called in shock before "AHHHHHHHHHHHHHHHHHHHHHHHH!!!" she began crying out of control racing pass her sister leaving a trail of tears behind her.

"Rarity!?" Sweetie called back watching her sister retreat before giving a worried look...she knew that Rarity was taking the competition badly...but this....she'd never seen her like this!

A slam was heard indicating she just looked herself in her room.

"Ugg Luna give me strength" called Sweetie Belle before racing up stairs "Rarity come on!" she yelled.

However as she raced up she failed to noticed the just made and enchanted costumes glow in their mannequins...and one of them blinking an eye open.

(Later that evening)

The sun was starting to descend painting the sky in purple and bronze hues as around Ponyville´s main plaza ponies were giving the last touches to the decorations, games and entertainment for the party.

"Man this is great!" Exclaimed out a certain residential dragon with a wide grin looking upon the celebration and everyone's costumes.

Around him he could see dragon-ponies, ghost-ponies, octopus-ponies and others similar using their new forms to help set the festival decorations.

He even helped Rumble and Thunderlane use their new fire (actually only sparks) breath to light up jack-o-lanterns.

On the music table a bat transformed on Vinyl Scratch (wearing a vampire look) while a wolf-pony Octavia jumped in surprise.

While Spike himself was wearing a torn up looking shirt while possessing a more greenish tinge to his scales.

Not to mention the ocasional worm bursting out a crack on his face.

"Hahaha agree with you there Spike" said Twilight already wearing her Gorgon costume, her snakes hissing softly "I must say this year certainly looks like it will be one to remember"

"Yeah everyone really went all out this year with their costumes." Spoke up Spike with an excited grin looking around at all the amazing works, "Rarity must be loving this!" He exclaimed causing Twilight to give a wince.

"Ehhhhh well...im..not that sure" said Twilight.

"me neither!" called Pinkie pie appearing next to Twilight making her jump in fright "I feel it in my bones hahahaha get it?" she asked.

Twilight again was surprised by the power BJ must have as she gazed on the walking skeleton that had Pinkie´s eyes, mane and tail on it.

"Hehe I got it" Spike said with a snort actually liking the pun while looking impressed at Pinkies costume.

"Hehehe and you Spike? you seems to have something on your face?" Pinkie pointed at a worm coming out spike.

"Oh? sorry I dont control this" he said taking off the worm..and eat it "but man I love it" he said as it turned out the worm as a gummy worm.

"Hehe I know right! This is cool stuff!" Exclaimed out the voice of Rainbow Dash swooping in for al landing.

The pegasus now had a green tone to her coat, iron bolts on her neck, her head was squared and filled with stitches, her hooves looked metal-like and was dressed in a fur coat over a ragged purple shirt.

Now and then Twilight could noticed small arcs of electricity flashing on her body.

"Dash I didn't know you had started to read classics.." Twilight found herself saying with a smile easily able to recognize Dash costume on sight.

"Uh what?" Dash however gave a confused blink toward Twilight.

The princess gave her a flat look

"your costume..." she pointed.

"Hahaha yeah I look awesome" boasted the pegasus before getting closer "whats more...this is the perfect costume for pranks" she confessed "check this out" she then moved to Pinkie "hey Pinkie nice costume...up high!" she called holding a hoof up.

The skeleton smiled (?) before doing so

ZAP!!!!

Only to get a high shock at contact.

CLANK!

That literal made her fall in pieces on the ground.

"I've 's fallen to pieces!" Pinkie exclaimed out with a loud yell before laughing "hehehe good one FrankenDash!"

"Hehehe thanks, Im going to shock everypony tonight for sure" laughed Rainbow.

Spike walked to the pile of bones and picked one up.

"Dude this is both awesome and freaky" he said.

"Hahahaha careful Spike, thats my funny bone" laughed Pinkie.

"Hehe good one Pinkie!" the zombie-dragon said with a smile as he looked at the bone pile of his friend, "Man these all have to be some of the most amazing nightmare night costumes i've ever seen!"

"You can say that again partner" called Applejack as she approached the group "Although will say they have also a downside" she said now having a lion like body with bat wings and a scorpion tail that had...a pillow on its sting?

"Hehehe she is saying that because she hasnt be able to control that tail" laughed Apple bloom floating next to her sister "thats actually the fifth pillow she had stuck...today!"

"I'm working on it!" Applejack said back a bit defensively with a blush of embarrassment while pulling down her hat over her eyes "Wait a minute..." she suddenly blinked "so all of us got costumes from that new store in town?" the Manticore asked.

"Yeah and it was the best decision ever!" called Rainbow Dash.

"Honestly I was going to buy one from Rarity" said Spike "but for some reason the Boutique was closed when I went once..or two..or three times" the Zombie-dragon said.

"Closed? weird I also found it closed" admitted Applejack "thats why I got this one after Apple Bloom recommended the new store"

"You too?" Carrot top asked approaching now looking like a cross between a bunny and a pony "I went there multiple times yesterday and it was close all day"

"Same" a black cloud (shooting lightning under it) moved and suddenly morphed into Derpy´s head "I actually wanted her to make a costume for Dinky as an apology for causing a storm over her home but I found the place close"

"Ummm...think all of our friends also passed for the same" said Carrot Top "in fact, I dont think anyopony bought something from Carrousel this year"

At that Rarity's friends started sharing frowns and looks.

"Is...is Rarity okay?" Spike said a tad nervously and worriedly while tapping his claws together "because it's not like her to shut down the Boutique for so long...especially on nightmare night!"

"Sigh...I knew she has been having issues with Lydia and her shop" groaned Twilight "but to this extreme?"

"What do you mean twi?" Applejack asked with a frown toward Twilight.

"Yeah, what's Rarity got against that filly and her business?" Dash added with a confused look to the princess, "she's got some cool stuff!" she added on with a smirk.

It was really rare find a store outside Cloudsdale that sell decorations for cloud-made houses, yet that mare had them by the dozens...this year not only she had an awesome costume, but she could even enter the spooky house contest no problem!

"Sigh I think she has never have to face against competition in Ponyville before" said Twilight "And Lydia is quite good in what she does so think she is a bit...well..a lot...jealous of it"

Yeah...that tracks.." Applejack admitted with a sigh shaking her head, "Rarity's generous as can be but if there's one thing she takes pride in it's her boutique.." the farmer stated knowing where her friend came from since she felt the same about her farm, "odds are she isn't handling a actual challenge to it well."

"Sigh i think the same" said Twilight "I just hopped she would..calm down by now yet it seems she is taking a quite drastic road...one Im afraid is only hurting her more" she said thinking in all the comments the white unicorn have made against Lydia and her store, plus her own aptitude with others.

"So what should we do?" Spike asked with a concerned frown.

After all he couldn't just stand by while Rarity was in trouble!

"Sigh I dont know Spike" said Twilight "I tried to talk with her and have her open on what she is feeling but she is so stubborn and either gets angry or try evade the theme"

"Well got to do something.." Dash said with a frown, "because if we don't she's not only going to miss nightmare night but run herself out of business.." she stated with a slight flat look.

"Agree..maybe its time for a more aggressive approach" said Twilight (with her snakes actually nodding) "Lets finish the preparations for tonight, if we dont see Rarity at all we go to her house and force her to talk to us"

"Sounds like a plan.." Applejack said nodding in agreement, "Sometimes all a pony needs is some tough love." she added with a firm frown.

Apple Bloom spoke up.

"I'd be careful though.." the filly said getting everyone attention, "Honestly last time I saw her she was starting to remind me of Twilight during that want-it-need-it incident." Apple Bloom admitted with a brief shiver.

The Alicorn flinched at that and laughed nervously at the reminder of THAT particular incident.

"Ehem..speaking off..have Sweetie Belle told you or Scootaloo anything extra that could help us?" she asked at the siren.

"Well Sweetie mentioned something about Rarity Discord to help her with a bunch of costumes.." Apple Bloom said with a frown, "though considering everyone's already bought their costumes at the scary boutique it was probably a waste of time." she explained as everyone else´s eyes suddenly widen at this information...particularly Twilight since she knew Discord wasn't in the best condition to perform his magic....and if he had been enchanting costumes....oh no.

"Ok I know that face" said Spike "we might have problems dont we?" he asked.

"Maybe..although not totally sure" said Twilight "Ok..Spike you and I will go talk with Fluttershy real quick, the rest finish the preparations and once i return we go to Rarity´s" she called "Apple Bloom, if you see Sweetie Belle could you tell her to find me or any of the girls? we need to talk with her"

"Will do Twilight, although I havent see her yet...she must be still at her home" said Apple Bloom.

(Carousel Boutique)

"Come on Rarity! you are being ridiculous!" called the young Unicorn as she looked at her sister laying on her fainting coach, on a bathrobe, crying and eating from an Ice-cream tube (with various empty ones around her) "you seriously want to miss Nightmare night to do...THIS?!"

"It beats watching everyone wear another´s work while mine rots in the garbage." Rarity counted her tone and gaze completely dead while taking bite out of her ice cream.

"Ugg you know there is always next year right?" asked Sweetie Belle "you can keep those costumes in storage and then you would have saved time"

"What's the point...ponies will just want to buy from the scary boutique again next year." Rarity said giving off a sniffle while shoveling more ice cream down her mouth.

Sweetie face hoof.

"Ok..thats it..." she turned around "Im going to the festival and will tell Twilight, or Applejack or anypony to come to put some senses into your head!" she declared before leaving Rarity alone.

"Go ahead and leave....everyone else has already abandon me anyway." Rarity said completely despondent while giving a tired sigh....before breaking down into tears...again, "I'M A FAILURE!"

"Uggg" Sweetie belle groaned as she walked down the stairs, she was sure she left her costume in the kitchen...maybe take a small snack before leaving.

The store was dark as night fell, not even a light on in the boutique.

It was actually kinda...creepy...and not in the fun nightmare night way either.

"Ugg would have been that hard turn on the light?" Sweetie complained as she moved into the dark store "seriously Rarity ugg..where is the lamp?"

GURGLE GURGLE!!!

A squishy/sticky sound called her attention.

"Uhh...is somepony there?" Sweetie asked suddenly feeling a lot more nervous at the sound of that strange noise, "Scootaloo, Apple Bloom? Are you girls trying to scare me?" she questioned with a nervous grin.

Hissss!!!

A horrible hiss echoed in the room making the filly jump in fright.

"Hello?!" she called again as she tried to look around...but only saw darkness...and darkness...and the shadow of a pony..and..WAIT!

She turned to where she saw the shadow...but it was no longer there.

"Come on...th-this...isn't funny!" Sweetie Belle called out as she started shivered while something in the back of her mind was telling her she needed to get out of there now!

She began backing up...until her plot bumped to something...something cold and slimy...

She looked up...and a two big azure eyes looked at her, marks and hooves glowed the same spectral blue as the figure revealed itself some big pony as big as Big Mac, with a purple coat spectral blue hooves and tail...but the head...the head looked like if someone had put an octopus on the neck of a pony with wiggling tentacles for mouth.

And at the sight of this creature Sweetie Belle could only respond in one logical way.

"AAAAAAAAAAAAHHH! RARITY!!" Screaming running away while calling for her sister.

She tried to run only for a figure to appear in front of her.

Another pony with a sick green-ish coat but with bones sticking out his back and tail; a dragonic skull as mask over a rotting face with green flames on its eyes.

Causing Sweetie to spring back in fear.

"HELLLLLLPPPPP!!"

She rushed as fast as she could towards the kitchen...only to bump into something hard.

"uggg"

HISSSSS

Drool fell on he head as she turned up and see some black, insect-like, no-eyes pony looking at her with sharp teeth.

"AAAAAAAAAAAAAAHHHHH!!!" With Sweetie Belle quickly scrambling and attempting to get away while tears poured down her face well and truly terrified for her life at this point.

She tried to run to the door, turning around a moment to make sue she wasnt being chase...but when she turned back...there was a pony on her way forcing her to stop.

His face was...blank...blank and white...blank as in it doesnt had eyes or mouth...dressed on a fancy suit it was just standing there...blocking her path.

Then tendrils/tentacles of shadows began emerging from its back.

At that Sweetie Belle just let out a high pitched squealing gasp before finally....around and fleeing with her fear finally proving too much for her to handle. She needed to get out of here!

"RARITY!!!" she cried as she rushed back stairs; heraing the sound of steps not only behind her but also many more walking out the store. "RARITY!!!!!" she cried again as she enter her sister´s room, slamming the door behind her, locking it, and pressing her body against it as she tried to recover he breath.

"Ugg Sweetie belle" complained Rarity "please dont slam the door and I told you Im not in the mood!" she added as she opened another ice-cream tube.

"RARITY MONSTERS! DANGER!" Sweetie screamed back in reply while pressing her body against the door shivering in terror.

"Ugg Sweetie Belle" groaned Rarity "I think you are too old to still be frighten by some silly costume" she added about to eat again...

CRASH!!!

When a shadow tendril broke through the door just over Sweetie Belle making her cry and rush to her sister.

"WHAT IN HARMONY!?" Rarity screeched out jumping up from her seat in shock while Sweetie Belle clung onto her.

"Rarity i'm scared!" and started to cry into her sisters side in terror.

"Hey hey dont worry" said Rarity hugging her "Im sure this is nothing but a really horrible prank..."

CRASH!

The door was crashed open revealing the octopus head pony with the other creatures behind him; everyone of them looking at the sisters with hunger/evil eyes.

"then again...I could be wrong.." Rarity stated nervously as she realized this was going far beyond a mere prank and....wait? Those were..."My costumes.." she breathed out in shock.

Yes it was their costumes but how...

ROAR!!!

Ok first survive, THEN ask questions.

"Back off you brutes!!" she used her magic to bring some furniture and push it to the door blocking them "Sweetie Belle the window!!"

"Right!" Sweetie called back quickly scurrying the window to open while calling over her shoulder "Be careful Rarity!" while the unicorn growled at her costume.

"Back I say back! don't make me ruin all my hard work!"

A tentacle moved in trying to grab her with Rarity whacking with a broom in turn.

More growls followed as the barricade began to give up.

Fortunately Sweetie Belle managed to get the window open.

"Rarity quick! We need to get out of here!" Sweetie Belle shouted to herself who quickly hurried over.

"Don't have to tell me twice Sweetie!" Rarity said as she quickly levitated her sister up onto her back.

CRASH!!

And jumped out the window in time for the monsters to break her door and enter her room

PLAF!!

good thing, the sisters landed on a bush so didnt had much wounds outside some scratches with leaves and branches on their manes.

"Urg...ow..ow...Sweetie Belle are you okay.." Rarity asked while feeling some of the bushes thorns dig into her fur.

"I'll be better when we're as far away from those things as possible!" Sweetie replied back in a slight exclamation as they both raised their heads out of the bush.

From the room the glowing eyes of the creatures look at them

"I agree with that!" said Rarity taking her sister on her back before start running "we need to go get the others!"

"What are those things Rarity!?" Sweetie Belle asked from her sister back, "It seems my work has truly been brought to life Sweetie....and not in the good way!" Rarity exclaimed back

Terror time

(Back at the party)

Things started quite well.

Many "new fliers" were making races in the sky.

crazy pictures were being taken all over the place.

A literal monster dance was happening in front of the main stage.

Crazy candies were being served.

It was a nice party where everypony was showcasing their costumes; with the "best costume" contest actually becoming a real competition.

Everypony was having a great time..with some small bumps.

"Take that back!!!" Apple Bloom growled at Diamond tiara

"what? cant take the truth?" the filly now had wings and a horn alongside princess regalia.

"My brother is not cheap copy-cat!!" she called only for the hoof of Big Mac stopping her.

"Nope!" the stallion said; also having similar features as Diamond.

"I know a copy cat when I see one and that right there is a copy cat!" Diamond Tiara retorted right back while pointing her hoof at Big Mac.

"Yeah!" agreed Silver spoon floating next to Tiara "there is only one princess in Ponyville and thats Diamond"

"More like a witch if you ask me.." Apple Bloom muttered out.

"I heard that!"

"good! then hear this too" Apple bloom took a deep breath "Ahhhhhhhh!!!" and release a mighty sonic cry.

And by mighty...it means just strong enough to fizz the manes of the two fillies in front of her.

With them wearing absolute dumbfounded expression while Apple Bloom wore the widest smirk at their faces.

"You....JUST WAIT UNTIL MY DAD HEARS ABOUT THIS!" cried Diamond before running away being followed by Silver.

"Yeah yeah I'm so scared.." Apple Bloom said back with a huff before looking toward her brother, "And don't let her get under your skin Big Mac..." she smiled at her big brother, "you're twice the princess she'll ever be!" Bloom declared with a smile causing Big Mac to blush and give an embarrassed grin.

"Yeap."

On the dance floor Mr Cake (dress as a mummy) and Mrs Cake (now as a Spinx) were dancing until the Mummy bumped onto someone

"Oh excuse me" he said turning to see a big reptilian body.

"Its ok Im sorry too" Bon Bon said.

"Dont you mean, WE are sorry too?" Lyra laughed...as the two were sharing a body as they were now a two-headed Hydra.

"Hehe I suppose I do~" Bon Bon said with a giggle and a smirk before arching a brow, "though must say controlling this body is a bit trickier than I expected."

"Hehehe just imagine if we have taken the three headed costume" laughed Lyra "but again, only I can share my body with my best friend, not third wheel allowed"

"Yes...best friend.." Bon Bon said with a slight nervous smile yet also blushing face while looking away from Lyra.

Some distance away on a snack table Snips and Snails (both having blue and orange demonic wings respectively and fire of the same color on their heads) were filling their bellies with candies.

"Hmm this is the best part of nightmare night Snails." Snips said eagerly swallowing more sweets.

"Ah yeah, nothing like gorging yourself on candy!" His buddy said back with a laugh.

"Hey guys!" they heard Rainbow dash as the Franke-pony approached them "great costumes" she said with a mischiveous smile.

"Ah thanks miss Dash your costume looks cool too." Snails said with a smile.

"Yeah.." Snips agreed taking a bite out of candy bar before swallowing, "I think everyone in ponyville might be scarier than nightmare moon herself" the colt said with a little laugh.

"Hahaha good one there" Rainbow snickered "high up for that" she offer her hoof at the colts.

Causing them blink for a moment before Snips smiled.

"Sure thing!" Moving to give her a high hoof.

ZAP!!!!

And in contact the cold got the shock of his life.

Causing Dash to burst out laugh as he did so.

"Hehahaha can't believe you fell for the oldest trick in the book!"

Snips dizzily tried to talk, his fire was extinguish and ash marks were on his body.

Snails blinked as he tried to understand what had happened.

"Ehh Snips? you ok?"

"Coff...coff.." Snips coughed out some smoke before giving a dopey grin, "All good.." He said with a smile.....before collapsing onto his side.

"If you say so" he said before turning to the table..only to find a statue in front of him "um?"

"BOOOO!!!" Scootaloo cried turning to flesh.

"AAAH!" Causing Snips to scream out like a filly while leaping back with a frighten look while Scootaloo burst out laughing.

"Hahahahahaha"

"Hahahaha good one squirt" called Rainbow with a smile.

"Thanks Dash!" Scootaloo said with a large happy grin at her idols praise,"hope I can be half as scary as you someday" she added with a slight eager hope into the air fluttering her costumes wings.

"Hahahaha I know you will squirt" said Rainbow "you are learning from the best" she added patting Scootaloo

Bzzzzz

Causing her to zap her by accident.

"Hehe whoops....sorry about that Scoots." Dash said with a sheepish expression.

"Im ok..dont worry..."

"Well I will say it seems everypony is having a good time" said Applejack as she walked to Rainbow...now her sting stuck on an apple.

Causing Dash to arch her brow, "Still no luck getting that tail under control?" she asked with a slight teasing smirk causing Applejack to frown and grumble.

"I'm working on it."

"Hehehe she left the fishing apple bucked like a strainer!" laughed Pinkie Pie as her bones moved individually; re-assembling herself.

"She what?!" Dash exclaimed out as she started laughing while Applejack rolled her eyes.

"Yeah, yeah it's a real hoot." she grumbled out with a slight flush to her cheeks she knew she should of dressed up as an apple or scarecrow.

FLASH

Twilight appeared alongside Spike.

"Hey girls!" she called "Fluttershy is already bunked up in her home, and Discord is still sick but he did told me he helped Rarity enchant her costumes to try copy Lydia´s idea of making them real-like"

"Ah and let me guess.." Applejack gained a flat look sighing out, "we've got more problems than Rarity being too late to sell any of her costumes don't we?" she stated/asked because it was her and her friends kinda luck for some kinda disaster to hit.

"Possible" said Twilight "Discord magic as he is now is quite wild and random that it could have done anything to those costumes" said the gorgon princess.

Eh they're just costumes." Dash however gave a shrug, "what's the worst that could happen?" she asked with cocky smirk.

"TWILIGHT!!!!"

Rarity´s scream echoed in the party as the unicorn raced as fast as she could with Sweetie belle on her back.

"Rarity?" Twilight questioned with a concerned look and blink.

"The costumes..huff..oh my COSTUMES!" Rarity skidded to a stop in front of them taking a moment to gather and catch her breath before letting out a shrill scream.

"MY COSTUMES ARE ALIVE!!!"

"And they are trying to eat us!!!" added Sweetie Belle.

The filly actually crying tears of right as she hugged her sisters neck tightly while Rarity herself shot a glare toward Twilight.

"I told you that ruffian was trouble!" she exclaimed out with a dark scowl while her friends traded looks, "That spider monster wasn't enough, now he and that horrible filly are trying to do me and my sister in with my own hard work!"

Twilight (and the others) blinked in confusion.

"I..what?! Rarity calm down and tell me exactly what happened" she asked

"KYAAAA!!"

A scream was heard.

"I think THAT answer your question" pointed Pinkie pie to a house where a weird and scary pony, bug, cloud....thing! was creeping on some fillies.

"What in Granny's Apple Cider is that!?" Applejack exclaimed out with a shocked look.

Twilight rushed in and shoot a beam of magic forcing the creature to back out as the fillies ran away.

"Careful! it took me a while get the shadow weaving right!" called Rarity.

"Rarity! I think we've got bigger worries than ruining your hard work!" Dash exclaimed incredulously as she saw more creatures heading straight to the festivities and none of them looked friendly!.

CRASH!!

A candy table was cut in pieces as a pony with two horns, claws in hooves and a long tail that ended on a bone scythe emerged hissing at Snips and Snails who rushed towards an alley; Only to stop as a pair of big red eyes glowed and a literal pony made of shadows emerged from it.

"Uh..hehe nice gulp...costumes." Snips said with a frighten expression as a shivering Snails held up a bag to the shadow pony.

"Want some candy?" he asked with a frighten squeak.

ROAR!!!!

The shadow pony roared making the duo run away (evading the bone scythe).

"I WANT MY MOMMY!" Snips yelled out while crying with fear as he did so.

"ME TOO!" Snails agreed.

"Rainbow help them, Applejack sound the alarm!" called Twilight as she busy with the first creature.

"Already ahead of you sugarcube!" Applejack called out already having run off to alert everypony to the danger. "though found this a might trickier than expected."

"Pinkie, Rarity!" Twilight called next.

"I know darling, want me to go arrest that Lydia for causing this!" called the unicorn

"what? NO!!" called Twilight evading the creature teleporting next to them, you find and help any pony to evacuate!" she ordered "take them to the town square Pavilion!"

"What?! But what about the culprit behind this!?" Rarity exclaimed out with a frown.

"Uh Rarity news flash.." Dash spoke hovering over Rarity head before shoving her face into the unicorns while exclaiming, "THESE ARE YOUR COSTUMES RUNNING AMOK!"

SNAP

Only for a long dark tendril (that turned to be a tail) to wrap around her neck and pulling her towards a weird shadowed creature with six red pupil-less eyes

GROAR!!!!

And a BIG mouth filled with giant fangs

"YIKES!!!" Rainbow cried in shock

FLASH!!!

Twilight shoot a beam at it hitting it and forcing it to let go of the pegasus.

"What are they suppose to be anyways?!" asked the Alicorn.

"Ehh inhabitants of the chaos realm" said the unicorn with a blush "Discord gave me the basics to make them"

"And it seems he might have accidentally of done more than that." Twilight added with a worried frown at this information, "lets just hope these things aren't as dangerous as the real thing." she added her horn lighting up realizing anything that lived in the chaos realm wasn't to be taken lightly to say the least, "for now focus on protecting Ponyville!"

ROAR!!!

As Twilight said this the roars, hisses and moans of different monsters announced the approaching of new enemies as horrible figures with tentacles, tails, claws and fangs of all sizes began emerging form the shadows.

"Rarity.." Rainbow Dash spoke up with a flat look and tone, "if we live through this we're having a LONG talk about your taste in costumes."

"Excuse me?!" Rarity called feeling that was an insult.

"Forget about it!" called Twilight "focus on those things and help ponies reach the Pavilion!" she called noticing some ponies running from the creatures.

At that the heroines of Equestria sprung into action determined to protect Ponyville from these out of control costumes.

A group of fillies and colts were cornered by a dark floating pony with spectral eyes; waving a long tongue as if tasting the young ponies as it moved closer with an unsettling smile.

FLASH

A blast of magic from Twilight called his attention, hissing in anger at her.

But Twilight glared right back at the creature with her own anger flashing in her eyes.

"No one touches a hair on any filly or colt´s heads on my watch!" she exclaimed out shooting a glowing blue beam from her horn at the tongue of the creature encasing it in ice.

With the creature giving a angry glare while trying to free it's tongue from its icy prison but flinching back when Twilight shot another beam of magic at it's direction.

Meanwhile a lone pony was against the wall as in front of him was a grotesque wolf/pony hybrid with sharp claws, fang, a horn, rotting bat wings and a long pink tongue looking at him in hunger.

"Whistle...here doggie!" Pinkie pie called as the monster turned to see the skeleton "wouldnt you prefer some bones?"

At that a hungry look seemed to enter the creatures eyes as he drooled with Pinkie Pie giving off a giggles.

"That's it come and get these tasty bones!" she added shaking her skeleton body for emphasis with the sounds of bones rattling echoing out.

The beast licked its lips before charging at Pinkie who simply kept dancing and tempting the monster.

"creepy sweet skeleton, all for yourself" the pony sang as the beast leaped on her.

All the bones separated in an instant

CRASH!!!

Causing the monster to hit face on against the wall behind the skeleton who simply re-assemble.

"Oooh sooooo close too" Pinkie giggled out before reaching into her mane internally glad her costume allowed her to keep it out and pulling out a cupcake, "but here's a nightmare night cupcake instead"

The dog winned as the skeleton put down the sweet down and bounced away.

On the sky Rainbow Dash evaded a beam of blue magic, then another, and another.

The pegasus looked behind her and growaled.

"Really Rarity?!" she couldnt help but call "A beast version of Nightmare moon?!!"

Yeap it was Nightmare moon, only more wild; with sharp teeth and crazy eyes.

"We beat the real deal, can beat a knock off no problem." Dash bragged before calling over her shoulder, "Come on you nightmare wannabe that the best you can do!?" She said her voice full of mocking prompting a feral growl from her pursuer.

Up and down and sideways, Rainbow flew at great speed with the Nightmare copy behind her shooting beams of magic at her.

"Haha, miss me, miss me again" mocked Rainbow "hahaha whats the matter? too fast for you?

HISSS!!!

CRASH!

Something hit her making her stumble on the air

HISSS!!

It was a bat pony with dark grey coat, long green mane and a pair of curved horns.

"Urg...of course you have friends.." Dash grunted out with a slight groan rubbing her head.

Both creatures hissed and roared

"Ok you second hoof clothes!! come and get me!" the pegasus called and the chase resumed.

Just unde them

"second hoof?!!!" Rarity exclaimed looking up "I will let you know those were made with prime materials!!" she yelled.

CLINK CLANK

Only to have to return to the issue in font of her as a group of ponies cowered behind her.

"As I did with you" she added looking at a ghost-pony with a long smoky body and chains on its hooves "I use my best silk for your sheet" she added "So why don't you been a good work of art and stop terrorizing innocent ponies." Rarity said as sternly as she could to her creation come alive before adding nervously, "please?"

The ghost blinked

"AHHHHHHHHHHHHH!!!" before letting out a chilling cry.

"Oh dear.." Rarity managed to get out slightly pale before calling out over her shoulder "Everypony run! I'll distract it!"

The ghost charged against Rarity as the ponies rushed away from the fight.

"Is this the thanks I get for all the hard work I put into creating you!?" Rarity demanded wondering ideally if this is what a scorned or disappointed parent felt like.

Although she had to leap away from the charge and began using her magic to bring a close by sheet and cover the ghost on it.

"But it'll take more than my own fabulous work to do in Rarity!" She exclaimed out at the same time with a grin.

Then summoning streamers and more clothes she managed to tied up the ghost.

"There...now be a good cloth and stay still" she said proudly

SWISH!!!

"Whoa!!" although was surprised as Rainbow passed over her being hunt by the bat pony.

The pegasus Looked back at the approaching creature while on her front the nightmare moon beast awaited to intercept.

smiling Dash increased her speed with the bat doing the same as they came closer to the alicorn

closer

At the last second Dash made a sudden turn up.

Both creatures lat out cries of surprise as they crashed into each other

BAM!!!

Followed by Dash diving and hitting both

BZZZZZZ!!

Giving them a good shock as extra as the two crashed down onto the ground.

"Ha! That's two down!" Dash cried out with a look of triumph, "And ah.." suddenly she blinked with a worried look recalling how long Rarity had been locked away at her house and how much work she could do when inspired or motivated, "Hey Rarity?!" She called out to her friend urgently while flapping in the air "Exactly how many of these things did you make again!?"

"How many? I well..." Rarity blinked "I do was hopping ponies would want replace those..costumes for mine so..." she coughed "I made one or two...for every pony in town"

At that Dash eye twitch before exclaiming out.

"WHAT!?" She let out a growling groan of frustration and worry, "Than how the buck are we suppose to find and deal with them all before they hurt somepony!?"

"This isn't good.." Twilight said with a worried frown as she landed next to them while watching the veritable small army of creatures marching toward them.

"Yeah I dont think i have enough bones on me for all those doggies" said Pinkie pie noticing various beasts and creatures among the approaching crowd.

"We need to fall back girls." Twilight called out to her friends with a frown, "fighting them head in without a plan isn't going to do us any good."

"Ugg really?" called Rainbow clearly not happy "we going to run away from a bunch of old clothes?"

"DUCK!" Though the moment she said that Rarity noticed something among the monsters closest and quickly leaped up grabbing Dash leg and pulling her down narrowing dodging what seemed to be a blast of greenish liquid that hit the house behind Dash....and melted straight through the wall!

"You were saying darling?" Rarity breathed out as the girls looked at the gaping hole with wide eyes.

"Ok not old clothes..lets get out here" called the pegasus.

"Everyone move!!" called Twilight igniting her horn and creating a barrier to slow the monsters down as she and the others rushed away.

"Also..they are not old clothes Rainbow Dash!" called Rarity with anger.

"Oh don't start Rarity!" Dash shot her friend a glare as they fled to safety, "you're the one who got us into this mess!" she added with a snap.

"ME!?" Rarity demanded incredulously

"Yeah you.." Dash started only for Twilight to cut them off.

"Argue about this later! Right now focus on surviving girls!"

This was the changeling invasion all over again only worse since at least the Changelings were more focused on containing ponies to feed on later rather than seriously harming them!

"I dont think that will be an issue" said Pinkie appearing between the two "because here they come all!" she called pointing to the street where dozens upon dozens of more creatures began appearing.

"Lets hope Applejack is having better luck" said Twilight as she and the others rushed away from the creatures.

(In the party)

Turns out...she wasnt.

Some monsters had already reached the center of the party creating panic as they attacked pony and began destroying the fair.

Applejack just was able to warn ponies and pointing them to the pavillion before she was tackled by some...red pony with a carved pumpkin for head with flames coming out its eyes.

"Urg..sorry partner holiday spirit or not..." Applejack grunted while wrestling against the pumpkin pony, "I still favor apples over pumpkins!" she called delivering a good hit from her hoof straight at it's face.

"Rahhhhh" the Pumpkin´s eyes glowed harder before it breath fire at the manticore.

"Whoa neilly!" Applejack exclaimed attempting to buck it away from her and roll away from the fire blast.

Two more fire breasts forced her to leap away as the pumpkin laughed at her.

"If you think i'm scared just because you've got a few friends you're barking up the wrong apple tree partner." Applejack said with a glare to the pumpkin headed pony.

The pumpkin laughed and attacked again but this time AJ was ready and began leaping between the flames getting close to the ceature.

Noticing this it began firing faster bu much to its surprise the pony gave a flap of his new wings managing to leap over the monster.

STING!!!

And her tail ended up stinging the head and taking it off.

"HA! Looks like this tail is good for something after all!" Applejack called out with triumph "Now urg...how do I get...you off.." she grunted while waving her tail trying to dislodge the pumpkin head.

She was distracted by trying to get the vegetable off that she didnt noticed a literal living armor raising behind her

WHAM!!!

Until a big scaly tail smashed it on the ground

"You ok there Applejack?" Lyra asked as Bon Bon focused on the armor

WHAM!!

And on their tail smashing it again.

"Uh yeah.." Applejack said with a blink before sending them a smile "and mightily appreciate the assist there girls." she said with a slight smirk to the armor being whacked and smashed before looking at them in concern, "but shouldn't you be with the rest of Ponyville at the pavillion where it's safe?"

"Maybe but it seems you and the others have the hooves full here" said Bon Bon "so we decided to help"

"Plus this time we are not defenseless" added Lyra taking control of the tail and batting the armor away. "These costume are good for more than scaring and enjoying the holiday it turns out" She added with a smirk.

"We will help you put others safe" said Bon Bon "and we are not the only ones" she added.

On another part of the fair, a mom and colt were being cornered by a weird changeling/sea pony hybrid looking pony but with tentacles for tail

"Excuse me sir or madam!" called Derpy standing behind the creature "its not kind of you and your..friends come mess with our party like that!" she scowled "So I'm going to have ask you to leave now okay." She added with a slight smile.

The creature simply blinked and returned its gaze at the mom/son duo ignoring Derpy

"Excuse me!" called the pegasus again "you are being quite rude!" she said again.

The creature simply sent its tail/tentacles at her.

"I said.." Suddenly Derpy form shifted and change to that of a storm cloud as her voice boomed like thunder, "LEAVE THEM ALONE!"

KA-POW!!!

And lighting shock the creature until it felt on the ground twitching and unmoving.

"Oh thank you Derpy.." Called out the mare while holding her colt close with a relieved look.

"No problem, this guy was really rude" huffed the pegasus.

In another part of the fair a white pony/changeling/spider mix creature with red eyes had Diamond Tiara wrapped in webs.

"Somepony please help!" with the little filly having tears pouring down her face "I DON'T WANT TO BE EATEN!" she screamed absolutely terrified.

The creature leaked her lips in delight.

"Hey you! leave her alone!"

Both creature and Pony turned to see an approaching colt with white and brown spotted body with bat wings, pointy ears, fangs and wearing an armor.

"Release her or face the power of captain Pip of her majesty princess Luna´s army!!"

The creature at this actually shot the little colt a disbelieving look while Diamond Tiara screeched out.

Have you lost your mind?!" she yelled struggling in the web, "This thing will eat you too! Get out of here!"

"Never! A proud member of the night guard never gives up!!" called Pip "For Lunar glory!!" he called charging against the monster.

"I can't watch..." Diamond Tiara said closing her eye's in dread as the creature let out a hostile hiss.

The creature tried to bite on Pip only for him to spread his wings and take fly.

The monster bite air as pip flapped up and then moved hitting in on the bag of it head.

HISSSS

It didnt hut but it was quite annoying!

"Hahaha take that you beast!"

The creature hissed in anger shooting webs at the flying pest but Pip simply evade them and began buzzing around the beast hitting and slapping it and then moving away with speed.

"Tonight you face swift justice at the blade of Luna loyal knight!" Pip called out challenging with a determined expression as the creature simply let out another angry hiss while trying to nail Pip with it's webs.

Diamond took enough courage to look at what was happening.

"Woah" she couldnt help but say.

"Yeap, who would thought he had it on him or that his plan would work" called another voice surprising her.

"Kya, Silver Spoon?!" said Diamond in shock.

"Not so loud or the distraction wont work" said the little Windigo touching the webs and freezing them allowing Tiara to break free.

"Oh Silver I could kiss you right now!" Diamond said eagerly with a small sniffle and look of absolute gratitude and relief on her expression.

"Better wait until we are safe" said Spoon "come on lets get out of here"

"But..." Diamond frowned casting her gaze to where Pip was distracting the monster, "What about Pip?" She asked finding herself feeling reluctant to ditch the colt after he risked his life to save her own.

Silver spoon looked confused at this but shrugged it as just the heat of the moment.

"He knows the plan, once we are away he will also leave for the pavillion" she said "dont worry he is..quite good with those new wings of his actually"

Diamond Tiara cast one last unsure look toward Pips direction before focusing back on her friend and giving a nod,.

"Lead the way.." she said while looking fearfully toward the creature, "the quicker we're away from that thing, the better!"

She added as they started to flee the scene.

(In another part)

Lily and Daisy (both looking like a fusion of pony and flowers) backed on fear as in front of the two was a hideous red pony beast with no flesh on its head and a long skeletical tail growling at them.

Needless to say the two were terrified with the only silver lining being for their situation is that the hope that Rose was someplace safer than them.

"This is horrible!" called Daisy in fear.

"The horror! the horror!" Lily called hugging her friend.

The monster approached.

When suddenly green vines with venus fly-traps on the tips began wrapping around him and bitting him.

The creature growled as it was raised on the air, force into a spin and then thrown away.

"Hehehehe" Rose giggled as she walked to her friends; her tail were now a bunch of vines with some roses blooming on them while her mane was also vines but with fly-traps on them.

On her body she had some glowing yellow parts over some black suit.

"And you said I shouldnt pick this one" Rose smiled

"Rose!" Her friends called in relief and shock before lunging toward her and taking her into a tight three way hug, "You're okay! You saved us! You're a hero! A hero!"

"Hehehehe I wouldnt let some creepy creature mess with my friends" said Rose "plus..it kinda felt good be able to do something instead of running or fainting for once" she added tying some vines on her friends "now come on! Twilight and the others are calling everypony to the Pavillion"

"Anywhere good as long as it's away from these horrible things!" Lily said while following Rose with Daisy chiming in, "this is the worst nightmare night ever!"

(In another part of the fair)

A group of fillies and colts where cornered by an ugly pony with skeletal wings on its back, a bone bird mask on its face and holding an ax in its teeth.

As it advanced, suddenly green and purple sparking smoke roll in.

"If you think you can spoil our fun..." a voice called

"then you better be ready to meet your doom" another, younger, added

The creature looked around.

"For this being nightmare night"

"you better be ready to get a fright!"

He turned around

ROAAAAR!!!

Only for a monstruos face of Nightmare moon to be formed out the smoke roaring at him

The creature seems to pale and then scream

POOF

And then the pieces of the costume fell on the ground

The scary face dissipate as Zecora (looking like a zombie missing her left eye and no flesh in three of her legs) walked with satisfied smile.

"That was quite a great rhyme, also nice to meet someone that share my art" said the Zebra

Out the purple smoke Lydia (dressed in a witch outfit) smiled

"An honor you gave me I was happy to help" said Lydia "and meeting you is my pleasure as well" she said back "I just wish it had been under better circumstances." she then added with a slight frown her gaze going out to Ponyville.

The Zebra approached the young mare.

"Your fault is not, dont look defeat" she kicked the bird mask "for now we know they can be beat"

"Yeah but the tricky part is making sure they don't cause too much damage or hurt anypony." Lydia stated with a frown, "And we also need to make sure none of them escape.." she added with a grimace, "I don't want to think about what kinda damage even one of these things could cause till it's stopped if allowed to escape out to Equestria."

"For now they seem content to cause chaos here" said Zecora "and and fill ponies with fear" "Yet we beat one and thats what in counts, we must go to the pavilion and tell Twilight what we know"

"And hopefully come up with a plan to deal with these things." Lydia added with a nod though also already had one particular idea bouncing in her head for where they could get help against these things.

With that both mares gathered the younglings and rushed towards the safe point.

Horrible truths, horrible solutions

(On the pavilion)

"come on! this way!" Applejack called as ponies rushed to the building.

"Applejack!" called Sparkler (also looking like a cloud pony) "every pony is accounted for except Twilight, Pinkie Pie, Rainbow and Rarity"

"Thank Celestia.." Applejack said with a sigh of relief hearing that everypony was safe here for now and while concerned for her friends she knew by now they could take care of themselves, "How is everypony any injuries?" she asked looking to Sparkler with a concerned frown

"Outside everypony being scared out their minds, a couple of panic attacks and multiple scratches and bumps?" said Sparkler "it seems we are all ok"

"Good than lets keep it that way." Applejack said with a determined expression because no pony was getting hurt on her watch!

"APPLEJACK!!"

Rainbow´s voice was heard as the pegasus landed in a hurry.

"Rainbow Im happy to see you" said the country pony.

"well..you might want to re-consider that!" she said pointing to the front where Rarity and Pinkie pie raced while Twilight remained some steps back using her magic to repel and delay the HORDE of monsters approaching

"SWEET APPLE PIE!" Applejack hollered out in shock staring at the approaching horde, "How many costumes did Rarity make!?" She demanded in shock and wide eyes only to feel horror at Dash's next words.

"At least one for everypony in Ponyville."

"she what?!!!" the apple pony exclaimed alongside Spakles.

"I was inspired!!!" Rarity cried as she and Pinkie rushed between the two towards the pavilion.

"Yeah well your inspiration has turned into Ponyvilles nightmare!" Dash called back with a scowl.

"Everypony inside now!!" called Twilight shooting another monster.

Applejack, Rainbow and Sparkler rushed into the building.

Twilight was about to follow them but...

"HELP!!"

Twilight stopped hearing Spike´s cry.

The now zombie-dragon was wrapped on a slimy looking dragon that emerged from the back of a dark fur demon-pony

"SPIKE!!" Twilight shouted out in alarm to her favorite number 1 assistant/adoptive little brother as gasped out in the grip of the slimy looking dragon tentacle.

"Can't we talk about this!?" The dragon called out to the demon pony who simply growled

FLASH!!!

Raaaahhh!!!

And then cried in pain as the tentacle was cut by a magic beam as Twilight then flashed to grab spike before summoning a shield around them as the creature produced three dragons more and began smashing onto the shield

While Twilight...Twilight just looked absolutely livid while as Spike cling to her in fear.

"What are we going to do Twilight?!" He called watching as her barrier was attacked with fear.

"I'm going to show this jerk why he just made the worst mistake of his life." The princess answered back her voice hard

No one...ABSOLUTELY NO ONE...threatens her family!!!

The shield broke and the monster looked ready to attack.

Only for Twilight to turn around, face filled with fury, her eyes glowing golden and the snakes of her head hissing and snapping in threatening way.

"RAAAAAAAHHHHH!!!" the pony roared; a spell ready to unleash.

"AHHHHHHHHHHH!"

POOF!!!

Only for the monster to...poof away into normal clothes that fell on the ground

At that Twilight and Spike froze in shock while giving dumb founded blinks to the clothes on the ground.

"Uhhh...what just happened?" Asked Spike scratching his head with a expression of open confusion.

"I dont know..."said Twilight before multiple growls and groans made her remember their situation "but I dont think is the best moment to wonder about it!" she said using her magic to set Spike on her back before flying as as fast as she could to the Pavilion

While hoping that maybe they might have just found the clue needed to end all this madness.

Twilight was quick to reach the building, closing the door from behind before locking it, put a wooden plank on it, then Big Mack pushed a bunch of furniture on it to block it.

"Everypony is ok?!" she called

"Other than some scrapes and a lot of terrified ponies everyone's okay your highness." Declared Mayor Mare with a sigh of relief while turning her attention to the newly princess from reassuring the crowd that everything was under control "some a bit down to the fact such a good night tuned like this" she added with a huff "and this year i even got a really scary costume"

Well scary...was debatable as she now was dressed in a Nightmare moon-link costume

"Honestly is a quiet holiday in Ponyville really too much to ask?" Mayor Mare asked with a groaning sigh while rubbing her face.

"I say i agree with you Mayor!" called Rarity "I think the responsible should suffer the consequences of her actions!" she called making Twilight groan knowing where her friend was going.

"Rarity..." she tried but was interrupted.

"Princess Twilight!" Lydia called as she and Zecora approached.

"Speaking of!" Rarity called again "there she is! The miscreant behind all of this chaos!" She exclaimed out pointing an accusing hoof at Lydia causing the mare to freeze in surprise before freezing herself at the sound of Applejack flat voice as she approached the group.

"Uh Rarity, aren't the creatures attacking us your own costumes?"

The earth pony asked with a frown and slight stern look to her friend as she took a stand besides the Mayor.

"Ehem yes they are" said Rarity "but Im most certain her...friend...had a hoof on making them like this!!" she accused "wouldnt be the first time it causes chaos to affect me!"

"Hey BJ might cause some mischief and trouble now and then, but he'd never put ponies in danger on purpose like this!" Lydia retorted back defensively with a slight upset glare toward Rarity.

"well then explain whats happening then" called Rarity back "because i cant think of anyone else that could be responsible"

Twilight had enough.

"Thats easy Rarity...it was you!" she called at her friend.

"I...what?!" Rarity at first froze at the accusation before looking incredulous toward Twilight, "How is this my fault!?" She demanded in disbelief.

"How about for the fact you asked Discord to use his magic on your costumes?" said the princess with a scowl "magic that, right now, its not totally under his control thanks to his allergies!"

At that Rarity froze before saying back nervously.

"Uh..i'm sure that doesn't have anything to do with all this...really." she stated with a strained nervous grin.

"RARITY!" Twilight raised her voice "Discord´s magic already is chaotic when he is in control!" she called "right now it could do practically anything including whats happening!!!"

"Also I noticed he sneezed a lot over them" added Sweetie Belle walking in (followed by the other CMC) "and they glowed!"

"What!? He could of covered my designs in germs!" Rarity exclaimed out with a disgusted look before freezing and giving a sheepish chuckle at everyone's dry looks.

"Seriously Rarity?!" complained Rainbow Dash "whats with you lately?"

"Yeah you have been really weird and really grumpy!" added Pinkie Pie.

"There's nothing wrong with me!" Rarity yelled back glaring with watery eyes, "you're all the ones who suddenly decided that me and my hard work was just yesterdays garbage while flocking to this ruffian and her disgusting friend!"

She added waving her hoof toward Lydia for emphasis

"Uggg for Celestia´s sake Rarity!!!" Twilight erupted "get into your head! NOPONY THINKS THAT!!"

"THEN WHY DID NO ONE BUY EVEN ONE OF MY COSTUMES OR VISIT MY BOUTIQUE!!!" Rarity yelled back.

"Maybe because you didnt even bothered to open it?" said Applejack "I went multiple times and it was closed all the time!"

Rarity looked confused...that cant be right...

"On that she is right" Lotus called as she and Aloe (now looking like sugar skulls) walked in "We only bought decorations from the Spooky boutique but we wanted our costumes from your store"

"But when we went there we found it closed" said Aloe "and the front was wet for some reason"

Wet? wasnt that when Derpy...

"Same" said Berry punch looking like some wet ghost "not complaining about my costume but I did want one from you but all day yesterday you were closed"

"I...I.." Rarity looked shocked speechless at all this as the realization began to finally sink in and hit her hard, "I...you...all...still want my work?" she asked eyes watery her tone hopeful

"Why wouldnt they?" said Lydia in softer tone "you are one if not the best fashionista of all Equestria" she said "Honestly, I was a bit nervous as i thought wouldnt have that much of luck with my store considering yours was just next door"

"I...I.." Rarity was speechless and found she could only make one logical response, "BWAAAAAAAAA!!!" Cry her eyes out dramatically in emotional turmoil "IM SORRY!!! ITS JUST THAT STORE WAS GETTING SO MANY CLIENTS AND EVERYONE WAS TALKING ABOUT HOW GOOD IT WAS!" Rarity cried using her magic to bring Sweetie belle into a crushing hug "I JUST FELT LIKE I WAS BEING REPLACED AND COULDNT TAKE IT!!!"

Urg...it's urg..okay...Rarity...we..urg...understand.." Sweetie gasped out in pain with her face turning blue from the pressure of her sisters hug, "Please...let...go."

She did not..and hug harder

"I WAS SO FOCUS TRYING TO UPSTAGE LYDIA THAT I MESSED WITH MY OWN STORE!!!" Rarity cried harder "IM A FAILURE AS A DRESSMAKER!!!"

As this was going on everypony surrounding her were exchanging awkward looks to say the least at the situation.

"And I thought you got dramatic when I didn't take out the trash." Lyra whispered under her breath to Bon Bon.

"Sigh Rarity calm down" called Twilight using her magic to free Sweetie Belle and give her friend a handkerchief "you are not a failure, but I dont think you had any true competition in Ponyville before" she added "you didnt know how to act and at feeling threatened you lashed in a bad way"

"I..well...coff.." Rarity gave a embarrassed cough into her hoof while looking away sheepishly, "suppose I could of...handled it with ah...more grace than I had." she admitted sheepishly with a blush.

"Gee you think." Dash cut in her tone bone dry while sending Rarity a flat look.

"Ummm yes...and..." she turned to Lydia "I know I might not deserve it but...I apologize for my early words and..well...any comment I have done against you and your store"

Lydia frowned for a moment before sighing.

"It's okay I can tell you were going through a lot." she acknowledge sending her a accepting comforting grin before adding with a wince, "And.." she looked a bit apologetic, "I can understand how the earlier trouble BJ gave you likely lead to a very sour opinion."

"Ummm yes...I...suppose should apologize to him too" coughed Rarity "I mean...looks...and smell...and aptitude...and...everything!! aside...i suppose he is still your friend"

"Heheh he really is, And wouldn't trade that friendship for anything." Lydia replied back with a nod and giggle.

At that the two exchange small tentative smiles each accepting the offered olive branch of peace.

"Yeah ok good, lesson learned and all but..WE STILL HAVE A MONSTER HORDE OUTSIDE!!" Rainbow Dash called out.

At that everyone froze and remembered the situation and the danger they were in.

"Right...right...priorities.." Rarity said with a serious expression determined to make up for her attitude and mistakes by cleaning up her mess only..."Now how on Earth are we going to stop these things?" she asked aloud with a worried grimace.

"Well Twilight blew up one of those things" said Spike turning to the Alicorn "how you do it anyways? I didnt see your horn shooting or anything"

"That's...a good question." Twilight said with a thoughtful look thinking back to what happen and trying to analyze every detail of it.

"I didnt do anything to it...ok i was angry and was about to blast it but...it just seems it simply...got scared and then became normal clothes"

"Scared..." Lydia repeated with a blink before her eyes widen in realizations, "That's it!" She called out getting everypony attention, "These things are still nightmare night costumes!" she called out with a smile, "which means we got to scare them to beat them!"

Everypony looked confused.

"Ehh come again?" Applejack asked.

"Miss Zecora and I also beat one of those things by giving him quite a scare" Lydia explained "It was just to distract it but it simply...poofed away by it"

"Lydia speaks the truth, thats what we wanted to tell you" said Zecora "this creatures try to make us cry, yet they are not made to be scared back" she said "Its fitting as its the rule tonight, the winner is who gives the biggest fright"

"So wait all we have to do to get rid of these things is scare them?" Dash asked with a blink with Lydia and Zecora nods causing her to smirk and rub her hooves together, "Oooh this is going to be fun"

"Sorry to burst your bubble partner but Im afraid it wont be that easy" said Applejack "outside you I dont think even half of the ponies here are in conditions or know how to actually cause fear" she said pointing at the ponies noticing a good number trembling, looking worry and scared out their minds "not to mention we would be against a whole horde that outnumber us" she added "Also, how are we suppose to even start scaring them?"

At that the surrounding ponies frown seeing Applejack point plus, like she said, how could they scare all these things?

"Maybe...we dont have to" said Lydia turning to Twilight "But i know someone who can" she declared "if..well...Im allowed to bring him back"

Twilight at that frowned realizing quickly who Lydia wax talking about.

"you think he'll be able to help?" She asked with a frown.

"Believe me, when it comes to scares and frights he is the best" Lydia giggled "he is the ghost with the most after all"

"Sigh...I suppose we aren't exactly in the position to be picky with our options." Rarity spoke up with a frown as apologetic she was to her earlier behavior she still wasn't a fan of Lydia friend.

"Indeed, and if chaos magic got us into this, then maybe chaos magic can get us out" said Twilight "Ok Lydia, think he got himself a way back"

Lydia smiled.

"You wont regret this princess I assure you" she called.

"Ok..anyone want to explain this or what plan we have?" asked Rainbow confused.

"The plan is simple" said Lydia "I need you to try attract as many of those things you can to the main stage of the festival, then you could say its showtime"

"Attracting attention you say.." Rarity said with a blink before giving a smirk, "Leave that to me darling~" she stated placing a hoof against her chest, "if there's one thing I'm good at it's getting ponies attention"

"And we certainly will be there to help" said Applejack with Rainbow and Pinkie nodding.

"Hey dont forget about us" Lyra called as she and Bon Bon approached.

"It seems you girls will need all the help you can get" said Derpy walking with Sparkles.

"And we are open to give it" Mrs. Cake said walking with Rose, Thunderlane, Vinyl and Octavia

"We cant let this fiends ruin Princess´s Luna celebration!" called Pip with the CMC, Diamond Tiara and Silver Spoon nodding.

"Yeap!" Big Mac agreed flanked by Berry punch and Carrot top

Twilight at this couldn't help but give a proud smile toward the ponyville citizens truly symbolizing friendship and love as they stepped up to help protect their home like this, "I can't begin to describe how proud I am of everypony here right now." she said wiping a tear away from her eye.

"Come on then!" she called "lets give this creatures the fright of their lives!"

(Moments later)

Some of the monsters were busy tearing the festival in pieces as others moved to surround the Pavilion.

A flash of light on a nearby alley passed unsee as Twilight teleported into it with a group ponies.

"Rarity you go with Lydia and take care of the festival area" said the princess "the rest of us will clear the town center and bring the others there"

"You can count on us darling.." Rarity said with a salute before shooting them all a concerned look,"just be careful all of you." she added with a frown as Twilight shot her a comforting grin.

"Don't worry Rarity we'll all get through this safe and sound." she promised as Rarity nodded before hurrying off with Lydia.

"Uh...again darling I must apologize for everything i've said...and done in regards to you." She stated while running alongside the younger mare.

"Sigh, dont worry about it" said Lydia "words hurt but one can ignore them, you never did anything to harm me directly so think you are ok" she smiled at her "And also then I must apologize for BJ´s pranks...I know how he is so should have suspected he would do something of the sort"

"Yes those...pranks.." Rarity said paling slightly at remembering the spider, "Uh Lydia.." she glanced to her side at the mare, "Are you sure that this BJ as you call him can be trusted not to hurt anypony?" she asked with a grimace, "because that spider seemed a bit more than a prank."

Lydia grimmaced.

"Yeah but he likes go big and scary so it was probably hollow or filled with slime" she said "nothing to actually worry about. And I know him, he wont hurt anypony"

"Alright...i'll trust you...the least I owe you after all." Rarity said with a sigh and a guilty look, "I just hope he can help us handle all these things."

"he will" said Lydia "and if I know him..it will be an spectacle to see" she added with a smile

(With Twilight and her group)

"Ok everypony, lets get those things away from the Pavilion!" ordered the princess

"Right!" The ponies called out before charging forward to get the monsters attention and enact the plan.

"Hey be careful it's a stormy nightmare night ahead!" Called out Derpy with a giggle

The creatures turned to the cloud pony; roaring and charging at her

But Derpy simply smiled and stayed floating as they charged forward waiting for just the right moment to make her move.

"Wait for it, wait for it, now!"

She poofed up like a cloud...allowing the tail of the Lyra-Bon hydra to clash against the monsters.

"Score!!!" Lyra celebrated.

While off to the side Diamond Tiara was standing next to Pip and Silver Spoon with a slight shiver.

"I can't believe i'm doing this after almost getting eaten." she muttered lowly as Pip gave her a concern look.

"you can still head back to the pavilion with the rest of ponyville where it's safe." The colt said in a tone of concern causing Diamond Tiara to give a huff while also feeling her cheek warm up for some reason.

"Just because I think i'm crazy for doing this doesn't mean I can't actually do it." She called with some anger "after all NO ONE mess with Diamond Tiara! specially some third hoof old rags!!!"

"Hey! Monsters or not Rarity still worked hard on them, and they aren't rags!" Sweetie Belle called out with a upset defensive look from her own position.

"Worry first in beating them and later you can speak about how you feel about them!" called Tiara back

"she is right!" said Pip "we are here to help save Ponyville and thats what we will do!" he declared in strong tone"For Princess Luna!" And at that he let out a battle cry before charging forward with a yell.

Just like before his size and speed plus his wings made the little colt a hard target to hit and a great distraction to keep the monster´s attention on him allowing the "heavy hitters" attack them by surprise

Case in point as Applebloom tackled down one of the creatures as it lunged toward Pip.

"AHHHHHHHHHH!!!!" and releasing a sonic cry straight to its face.

Meanwhile Silver spoon floated close enough to breath some frost on the faces of the creatures, who distracted by it, didnt saw the tank that was Princess Big Mac bulldozing through them or sending them flying with a powerful flap of his wings

"Heheh that's what they get for messing with the princess of apples!" Applebloom called out with a large grin toward her brother who smirked.

"Yeap"

Diamond Tiara also joined the fray, flying low and shooting small clouds of sparkles and glitter at one of the creatures

The monster growled and roared in annoyance as its face turned pink making it back off.

CLANK!!!

In time for Scootaloo (in statue form) to fall on its head KO-ing it

"Man I love this costume!" Scootaloo exclaimed out with a laugh.

"huff I suppose now you have the looks that goes with your hard head" said Diamond

"Oh ha ha very funny." Scootaloo said shooting her a flat look.

"I know..I said it" said Diamond walking away peacock style

"Maybe it wouldn't have been so bad if she was eaten." Scootaloo muttered with a scowl

Some distance from there; some monsters where chasing a blue/white bat until it transformed back into Vinyl Scratch landing in her mobile wubs system where Octavia was waiting.

Pushing volume to max she gave the signal to her friend who took the mike

AAAAAAAAAUUUUUUUUUUUUUUUU!!!

And let out a mighty howl into it that was amplified by 100X by the speakers

With all the creatures wreathing in agony from the experience.

Twilight, Thunderlane and Berry punch took advantage to transport barrels over them, bombarding the creatures with juice and cider.

"out of order but here comes the lightning!" called Rainbow landing hard in front of the crowd

BZZZZZZTTTT!!

sending an arc of electricity that shock each one of them

"Ohhh shocking isn't it" Pinkie Pie called out with a laugh as she prance by, followed close by multiple dog/wolf beasts all wanting to have a bite off her.

"Come on doggies try to get the tasty bones!" Pinkie called out behind her with a giggle.

The beasts growled in hunger as they chased the skeleton into an alley and up to a dead end.

"Hehehe upps seems I took the wrong way" Pinkie said as the beasts began cornering her.

"Ehem!" a voice called from behind the beast who turned to see Carrot Top gazing on them

"Oh hi Carrot!" Pinkie greeted the other pony with a smiling wave despite her situation.

The beasts turned growling at the bunny-pony (some in hunger) yet the orange mare simply scoffed.

"Im going to recommend you to stop right now and leave or im going to have to get...violent" she threatened

The beasts at that seemed to paused trading what could pass a incredulous looks before they started to laugh.

"Oh? something funny?" Carrot top asked narrowing her eyes.

One of the beasts began approaching her with hunger

"Oh you're hungry?" Carrot Top asked rhetorically seeing the look in the creatures eyes, "Well I could go for a bite myself." she stated before suddenly lunging forward.

From outside the alley one could hear the roar of a hungry beast, the sound of clothing being tear, cries of agony and pain, and multiple poofing sound.

After a moment all was silence and Pinkie Pie and Carrot Top walked out the alley.

The former skipping like always.

The later throwing away some clothe she had in her hoof.

"Never mock the bunny" Carrot Top said with a smug grin her teeth emphasizing them and revealing them to be sharp fangs.

"Hehehe no one expects the carnivorous bunny" giggle Pinkie Pie

At that the two high hoofed before hurrying to help with the rest of the creatures.

(At the main square)

Lydia and Rarity peaked out from a destroyed stand as they eyed the number of creatures going around tearing the place apart.

"Ok thats the main stage" said Lydia.

"Are you sure about this?" Rarity asked "I mean you basically will let yourself exposed once i get all of their attention on you"

"Don't worry I got everything under control Rarity.." Lydia assured her before adding with a smile, "Plus once he's summoned I know BJ would never let anything hurt me."

The unicorn grimace not truly believing that.

"Ok..if you say so" she coughed "lets get you on stage then, its time for you to glow"

"Lets give a nightmare night performance to remember." Lydia agreed with a determined nod and smirk.

Both rushed to the stage.

Rarity used her magic to pull in some materials while both evaded detection.

Once there they hide behind the curtains.

"Well, this will be a rushed work...but think will look good" said the unicorn using her magic on the material she picked and Lydia´s costume.

In a flash, the witch costume became a more detailed version of it with small jewels and glitter giving it a quite magical look

"wow Rarity this is amazing!" Lydia gasped out her eyes alight with wonder at the result of Rarity work.

Rarity feel pride on that..and then some shame again for how she has been acting.

"Thank you dear...but its you who will shine not the suit" she said "take your position!"

Lydia nodded as Rarity charge her horn again.

From outside the monsters suddenly saw a big flash of light as something glowed on the stage calling their attention.

At the same time, fireworks ignited on the sky.

"Thats the signal!" called Twilight.

"and think we have their attention" said Applejack pointing at the creatures.

"then lets move!" called Rainbow Dash.

"Everypony to the main square!" Twilight called

At that all the ponies distracting and fighting the creatures shouted confirmation before following the princess orders each of them hoping this plan would work.

Specially as it seems ALL the monsters were curious about the noise and light and began filling the square as Twilight and her group reach it.

"This way!" called Rarity guiding them backstage

"Hope you're ready Rarity because you've got a big enough audience to fill a sold out Wonderbolts show!" Dash told her with a grimace while shooting a worried look behind her.

Rarity gulped.

"I hope so to" she said as everyone rushed behind the curtain.

"where is Lydia?" asked Twilight.

Her answer came as the creatures filled the square...and the curtain opened.

As the light subdue everyone could see Lydia sitting on the stage moving hooves over an oil lamp set on a black covered table.

And all a sudden she began to chant.

"Though I know should be wary, Still I venture someplace scary!" She shot a imperious look to the approaching crowd of creatures giving off a soft smirk, "Ghostly hauntings I turn loose Beetlejuice! Beetlejuice! Beetlejuice!"

At the last word...

Suddenly all light turn off and everyone was surrounded by total darkness.

Its showtime

And suddenly a loud cackling started to fill the air giving a chill down everypony spine.

A spotlight shined over one spot revealing Beetlejuice.

"Hehehe well...what we have here" he called "some nasty critters messing with my friend, ruining Nightmare Night for her?"

The surrounding creatures growled, hissed, or out right roared angrily at Beetlejuice who simply let out a laugh.

"Well, we can't have that can we?" He said with a wide devious smirk.

Some monsters charged...however...

Hey, folks! Begging your pardon

BJ disappeared only to reappear between two creatures

'Scuse me, sorry to barge in

The monsters looked confused for a moment.

Now let's skip the tears and start on the whole.
Y'know,

One of the monsters bite BJ heads off.

"being dead" thing!!

Only for a giant skeleton holding a scythe to burst out causing both monsters to poof out.

You're doomed, enjoy the singing

The other monsters charged at BJ again.

The sword of Damocles is swinging

Only for a giant sword to literal cut them out existence.

And if I see you start to leaving.

Some of those not cut tired to back off.

I'll kill you myself

Only for them to bump into something..and turn to see a hideous face inches from theirs

The whole "being dead" thing!!

And poofed out in the moment

With Rarity, her friends, and the other citizens of ponyville watching with shock.

"My word.." Rarity found herself saying the only thing she could say a bit speechless at the spectacle happening before their eyes.

BJ disapeared from sight making monsters look around trying to find him.

Death can get a person stressed

Suddenly one of them had their eyes change into yellow color.

"We should have carpe'd way more diems
Now we're never gonna see 'em"

And hugged another who attacked it.

I can show you what comes next

BJ continued standing where both were.

So don't be freaked

Teleported to the stage.

Stay in your seats

All monsters suddenly found themselves sit in cinema seats

Its the first time these two write like this

BJ told the audience

So just relax, you'll be fine

BJ appeared next to a monster wearing 3D glasses.

Drink your fifty-dollar wine

Force a bottle of wine onto the mouth of said monster.

And take a breath

He took a deep breath, his body inflating like a balloon.

Welcome to a show about death

And were the monsters the ones singing next.

As this was happening the ponies watching the show found their fear fading away as they bobbed their heads to the music and even started to sing along.

Next light returned to the stage now looking the an innocent cartoon background with flowers and birds.

You're
You're gonna be fine
On the other side

BJ sang in a clam tune while playing an Ukelele

Everyone began relaxing...

Die! You're all gonna die!

Until the scenery became a hellescape of fire as BJ changed forms between horrible creatures.

You're all gonna die!

Many monsters poofed away when suddenly the calm scenery returned with a...frog with BJ color pattern?

I'll, I'll be your guide
To the other side

It turned to be a puppet on BJ´s hoof

Though in full disclosure
It's a show about death

The monsters sang again, some trying to leave.

But found hordes of pony skeletons singing blocking their way as they joined the chorus.

Everybody gets a good friend here
Like Twilight, Dash, and Ra-ri-ty

The mentioned suddenly found themselves poofed to the stage where BJ hugged the white unicorn.

The lesson was...not be jealous dear

He told her while petting her much to her dislike before whispering.

But Lydia is best, the whole "being dead" thing!!

And sent her out on a spin.

You're just gonna accept things
Yeah, I know you're good, but you dont have to be a bitch

She was stopped in front of the monster crowd on a plate and tied like a turkey

Or you gonna end, like, a big snack here.

She cried in fright only to be poofed and replaced by BJ

The whole, the whole "being" dead thing!

As the song continued on many of the creatures started to more and more nervous if not....frightful?

Nobody is bullet-proof

Some jumped as the sound of guns were heard and others were poofed.

"you work out, try be clean?"

One muscled flame theme monster ended up being poofed when a geyser exploded under it.

guy, you know is your end

The monsters backed out as BJ approached them.

Time to face the brutal truth (Dies Irae)

The ghost disapeared again.

'Cause we're all on a hit list

A literal giant list fell splatting some monster.

Might not live 'till Christmas

A decorated tree sent other monster flying as it sproud under it

Choke to death on Triscuits

BJ throw some snacks behind it...that ended up on the throat of a growling monster

Hey, that just statistics

He shrugged.

So take a little break here.

A monster fell into pieces.

Kinda like a wake here

A floating window projected the sun on a vampire-pony

The scenery is fake here

He kicked a fake tombstone of the festival as some monster tried to gang on him.

But there's a giant snake here

From under him emerged a giant black and white stripped serpentine beast with red eyes that roared revealing a second head inside his mouth with crazy yellow eyes and sharp teeth.

BJ mounted it dressed like a cowboy as it began slithering around chasing and eating any creature it could

"Whooo doggy look at him ride that thing!" Applejack cheered out with a wide grin while Twilight was smiling in relief.

"It's working! Almost all of the cursed costumes have been neutralized!" Cheered out the princess of friendship.

The worm returned underground...while using its tail to pull in one last costume

Welcome to a show about death!

A new spotlight and BJ appeared dressed in a fine suit, hat and holding a mic

You're, you're gonna be fine
Thank you!
On the other side

He sang while approaching a ghost creature.

How you doin'?

It began crying out fear.

Oh, not good!
I'll, I'll be your guide
To the other side

The image froze and BJ dressed in normal clothes appeared.

Seriously, though, this is a show about.

Death is taboo, but it's hardly something new

Some monsters and skeletons appeared on the stage singing and dancing

There's nothing medical professionals can do
'Cept maybe just bill you

BJ appeared looking at the audience

If you die while reading this parody, someone will end up reading it later

And disappeared.

There's no destiny or fate
Just a terrifying wait
Filled with people that you hate
And on a certain date, the universe kills you!

They sang until they exploded back to clothes.

That's the thing with life.

BJ appeared as some monsters run towards a door that read EXIT

No one makes it out alive

And at opening a dragon breath fire on them

Toss that body in the pit

He stamped his hoof causing a big chasm to open causing many creatures to fall in.

"Gosh, it's awful, ain't it tragic?"
Blah, blah, Tia or Luna magic?

He pulled a toy sun and moon and throw them at the monsters causing an explosion.

When you're dead, who gives a shit?

"No pilates,

He zapped some monsters into a living pyramid.

no more yoga"

Another was flexed into a ball.

"Namaste", you freakin' posers

which the ghost used to make a STRIKE against the pyramid

From the cradle to cremation (Dies Irae)

A cradle fell on a monster while other bursted to flames

Death just needs a little conversation

A phone sucked a ghost inside.

I have mastered the art (Dies Irae)

BJ returned to the stage.

Of tearing convention apart (Dies Irae)

He made a ripping movement that actually ripped monsters away.

So, how about we all make a start (Dies Irae)

A lightning struck as he got an evil smile on his face.

On the whole.

His eyes glowed red.

"being dead" thing!!!!!

And exploded on a cloud of sparks and fie as his head grew into a tremendous size, eyes glowing with flames as snakes bursted from its hair and his teeth turned into fangs.

AAAH AH-AH AAA AH-AH

God, I hope you're ready for a show about death!

And with that last move any and all remaining monsters exploded into normal clothes again

With silence standing for several moments before cheers and shouts of celebration filled the air.

"HE DID IT!" Pinkie called out jumping high into the air with a laugh of joy.

"Alright now that's how it's done!" Dash added in exclaiming throwing out her hooves toward Beetlejuice.

"Quite an impressive performance I must say." Octavia stated next to Vinyl who gave a nod.

"Urg i'm just glad those hideous things are all gone." Diamond Tiara sighed out in relief.

"BJ!" Lydia (now wearing a red spiderweb theme poncho) called with a smile.

"Babes!!!" his front legs stretched like rubber grabbing the mare and pulling her into a hug "Oh!! I knew you wouldnt let them separate us tonight of all nights!!"

"Heheh of course not, It's your favorite holiday after all" Lydia said back with a giggle and smile toward her friend.

"Hahaha but I wont like spending it without you" said the ghost setting her down "and boy you really had a party going on here" he added looking around to the destroyed festival

At that suddenly the celebration mood died as ponies started to leave the pavilion and observe the damage.

"Our nightmare night festival it's ruined!" Cried Mayor Mare with an upset look.

Ponies began walking around trying to see if there was any salvageable.

"Jeez what those things had against us?" Feather Weight asked a bit sad noticing the destroyed candy.

"Don't know but they certainly wreaked everything.." Rumble said with a large frown and a sad sigh.

"I guess this means nightmare night is canceled.." spoke out the form of Cranky Doodle next to his wife with a scowl.

Rarity (after recovering of her participation on the musical) looked at all this with guilt.

This...this was her fault...she let her jealousy and insecurity blind her so much she ended up not only going against everything she should stand for as not just an element of harmony but as a decent pony!

And...because of that she's destroyed and ruined everyone's nightmare night.

"What have I done?" She whispered out in guilt and horror while looking down at the ground.

"you made a mistake Rarity.." until she heard Twilight voice and lifted up her head to see her friends approaching her.

"I'd say this is more than a mistake darling." Rarity observed with a frown causing Dash to let out a snort.

"you can sure as hay say that again." Dash muttered out before letting out a pained grunt as Applejack jabbed her into the side while Twilight sighed.

"I won't lie, you really dropped the ball this time Rarity." She told her friend with a stern frown causing Rarity to wince "But what matters now is fixing it and apologizing."

"Yes..you're right" said the unicorn "I will work as hard and long as it needed, I wont sleep if it means fix my mistake!" she called with passion

"Ugg work? euggg come on!" Beetlejuice called with disgust "tonight is about having fun and big scares! not work!"

"I'm with you there!" Pinkie agreed with a cheer before adding with a sad sigh as she looked around "but kinda hard to have fun with everything trashed."

"Tch well...im not going to let that ruins my nor Lydia´s fun" said the ghost floating up "I usually dont do this, but its time for me to clean up the disaster"

ZAP!!!

Yellow lighting traveled through the destroyed festival; fixing any broken stand, cleaning and putting food back in place, make the now harmless remains of the monsters poof away and giving everyone a fresh-up.

"Hahahaha its showtime!!" called Beetlejuice with a laugh as he summoned some skeletons on the stage which began playing music and fireworks exploded on the sky over the now fixed festival

At that the ponies let out excited cheers.

"Nightmare Night is saved!" Pip shouted holding up his sword, "Three cheers for mr Bettlejuice!" He called out with a large grin.

"Hahaha easy with the name there little guy" he called "but thank! you thank you! please continue" he laughed.

"BJ hahahaha" Lydia couldnt help but laugh at her friend´s ego being stroked

"Hehe but come on ponies it's a party so lets PARTY!" Beetlejuice cried out as a musical band began to play music as the ponies rushed to enjoy the festival again.

"Well that fixed everything" said Rainbow with a smile ready to party.

"Ohhh come on!" called Rarity "I was ready to atone for my mistakes and he does this?!!!"

"Hehe sorry BJ has a bad habit of stealing the spotlight" Lydia said with a laugh while walking over.

"Plus...he will do anything if it means having fun" she added.

"sigh well...will admit its nice to have a chaotic spirit that cleans and help fix the disaster instead of only causing it" said Twilight "But none the less it's been a long night, so what say we all just have some fun and enjoy nightmare night." She added with smile.

"sigh...I suppose after all that has happened..I do could use a break" said Rarity.

"And actually try some of miss Lydia´s products instead of only complaining?" said Sweetie Belle walking to her.

"Well...I guess there wouldn't be any harm...in at least giving them a try." Rarity said with a small tentative smile.

"Good..only bad I doesnt have my costume" complained the filly.

"Oh thats not problem" called Beetlejuice before zapping Sweetie Belle.

Who now looked like a younger version of the ghost.

"there you go kid, an upgrade on the house"

Rarity had to bite her tongue at seeing her sister wearing such a crime of fashion as she forced a smile.

"you look positively frightful Sweetie" she said and actually found herself giving a snort a she suppose her sister did look horrifying wearing that.

"Hahahaha really? cant wait to give Bloom and Scoots a good fright" said the filly.

"Hahahahaha well you do that...lets party!!!" called BJ

(cut)

Beetlejuice and Lydia dancing on the air as Vinyl scratch and the skeletons played.

(cut)

Rarity looking in horror as she hold a spoon filled with green slime, Rainbow and other ponies looking in expecting fun.

(cut)

Pinkie pie and Spike exchanging limbs and bodies

(Cut)

Apple Bloom and Scootaloo running away in fear at a snake-neck Sweetie Belle roaring at them

(cut)

Pip blushing nervously as he found himself dancing with a smiling Diamond Tiara

(cut)

Lyra and Bon Bon working together to bob for apples in their costume

(cut)

Lydia telling a spooky scary to a crowd of gathered fillies and colts.

(Cut)

Mayor mare scaring a group of ponies...not noticing BJ behind her making horrible faces

(Cut)

Applejack still trying to take a pumpkin out her tail with Rainbow Dash laughing at her

(Cut)

Snips and snails fainted with mountains of candy around them

(Cut)

Silver spoon, Rumble, Scootaloo and other fillies and colts with flying costumes making a race in the air

(Cut)

various ponies carving out pumpkins for the jack o latern contest with Spike receiving first place happily.

(Cut)

Everyone eating candy as they admired some fireworks

It was a nightmare night nopony would ever forget as they all laughed or playfully screamed in delightful fright all night long.

One last fright

(Two days later)

Morning in Ponyville after Nightmare night was still filled with smiles and fun as kids still devoured candies, decorations were being pull down and costumes where put away or re-use again for some extra laughs.

Rarity, still feeling a bit bad for almost ruining the night, had offer her free services to the whole town on anything they needed fix or new clothes for the rest of the month.

It was honestly the least she could do after her sour attitude and behavior never mind accidentally putting everypony in danger like that.

And this time..both her sister and friends where more than up to give a hoof and help her.

Still there was still one pony she felt she needed to talk to...reason why she was walking to the market carrying a bag filled with seam tools and fabrics as an apology gift while her friends walked next to her happy to be of support.

"Ugg why I have to come as well?!"

Well..all but one.

Discord complained from the interior of a bubble pulled on a toy wagon by Fluttershy.

"You also had a hand on the disaster Discord" said Twilight.

"Plus it seems a good moment for you and Mr. Juice to know each other" said Fluttershy with a smile.

"Considering he's the source of my bug I'd rather get to know him with a giant fly swatter." Discord grumbled out with a scowl, "and what happen was hardly my fault." He added crossing his arms.

"I will say at least a 20% as you should have known better that use your magic in this state" counter Twilight.

"I can hardly be blamed for not thinking clearly in my condition!" Discord protested but was ignored as Twilight addressed Rarity.

"But i'm really proud of you Rarity...you're really owning up to your mistakes." Twilight told her friend with a gentle smile.

"Thanks Twilight. But I should have been a grown up mare and not let my jealousy and insecurities control me like that" sighed the unicorn "I can hope Lydia can forgive me and that she likes my gift" she added at the bag on her back.

"Well if anything it will make a good farewell gift" said Discord pointing ahead.

The tent of the scary boutique was no longe there; instead Lydia had her wagon out and already seems strapping herself to it.

"Oh hey everypony." Lydia noticed their arrival and gave a friendly wave and smile.

"Lydia what's all this? Are you leaving?" Rarity asked with a frowning look of concern "If this is about what i did please Im sorry you dont need to leave because of me!"

"what? no! Miss Rarity thats not it" said Lydia quickly "dont worry this doesnt have anything to do with that, this was part of the plan" she explained "I wasnt planning staying in Ponyville"

"I..you...you weren't?" Rarity repeated in surprise before asking with a frown, "but why With your talent you could easily have success as a boutique here"

Lydia smiled.

"Im good making costumes and scary props..but thats it" she explained "normal clothes and dresses like you do? not so much" she said with a blush "I couldnt even try to rival against your talent, as only can sell in Nightmare night" she added "But the journey from home here was worthy, although now I must return"

"Well in that case you'll be sorely missed." Twilight said sending Lydia an understanding look before offering a comforting smile, "And if you ever change your mind you'll always find a home here in Ponyville waiting for you."

Lydia smiled giving a quick bow.

"Thank you princess, I certainly will think about it" she said "plus, there is always next nightmare night right?"

'Why yes indeed there is.." Rarity said regaining her smile, "And I for one would like to actually work with you to create an entire line of costumes next year!" she declared grandly before giving a sheepish apologetic look, "that is ah..of course if you'd be interested in such a project." she inquired before adding with a cough, "especially after my unlady like behavior as of late."

Lydia smiled and moved close to Rarity.

"Why wouldnt I be interested in working with the best tailor of all Equestria?" she asked "sure, things might not have..started with the right hoof...but cant see why we cant start again" she said "plus me and BJ have had worse moments and still I wouldnt change anything about our friendship"

FLASH

"A babe!" said BJ appearing and hugging the mare "you make my hearth bounce out" he coughed his heart out before swallowing it again

"Ugg Puns? really?" Discord scoffed in his bubble.

Who doesn't love a good pun, it's the classic of comedy" BJ countered with a smirk at Discord scowl.

"Yeah if you were born half a century ago" scoffed Discord

FLASH!

Only to be surprised by BJ being inside his bubble wearing a pair of high-waisted jeans paired with a crop top, sunglasses and a backward cap.

"Hey the 90´s werent anything to sneeze about" said BJ as Discord felt irritated.

ACHOO!!!

And sneezed, causing him to bounce inside the bubble asa rubber ball while BJ flashed out.

"Urg can I just please leave!? Being near him is making me feel worse in more ways than one!" Discord complained with a scowl.

"Hahaha come on old snake..many have waited for this meeting all the story" BJ winked at the audience "I think you can keep from sneezing from some paragraphs" he added pulling out a scrip.

"Oooh breaking the fourth wall? like that hasn't been done to death." Discord said back flatly while rolling his eyes annoyed while the ponies around them just traded confused looks.

"like being a simp for the shy girl? ripping off beauty and the beast?" said Beetlejuice.

"Grrr...Rarity give your apology gift so they can leave already!" Discord said with a strained tone and eye twitch as this annoyance was REALLY starting to push his luck.

"Gift?" asked Lydia.

Rarity levitated the bag on her back.

"Here...they are some extra tools and some fabrics that thought you could give some use" said Rarity "Though truthfully I wish I could give more.." She added with a sigh, "Because I can't begin to tell you for how sorry I am for how I treat you...and your friend." she added gesturing to the floating BJ.

"You wouldn't have bothered" said Lydia taking the bag looking inside "these looks really expensive and I told you I dont hold a grudge and neither BJ, right?" she turned up.

BJ was holding a rock with the words GRUDGE on it...before throwing it away.

"Of coarse Babes..water under the bridge" he turned into a bridge over the two mares.

"Is he always like this?" Rarity found herself asking Lydia with an arched brow causing Lydia to giggle.

"Hehe yeah but I wouldn't change it for the world" Lydia told her with a smile.

"Ehhh..how..nice" the unicorn coughed "but yes..im sure of it...I know you will do good things with them plus I like to think you will take at least one good thing of this meeting between us"

"Two good things" said Lydia "a nice gift..and a good friend to visit next year" she smiled.

"And it's a friendship I will forever treasure darling." Rarity told her with a happy grin, "But for now I wish you safe travels."

"And I hope to see you and everyone again" smiled the mare walking back to her wagon where BJ zapped the straps on and began walking away "see you next year!" she called before walking away.

"Good riddance if you ask me.." Discord muttered out lowly.

"Oh Discord hush it wasn't his fault that you had allergies." Fluttershy told him softly yet sternly.

"Oh please Fluttershy!" called the draconequus "Im sure he knew what he was doing" he scoffed "and there is the fact that mare´s itchy costumes are still around!!" He cried out not knowing that he was heard, "Urg and I still say we should burn it with the rest of the garbage too!" Discord added in while scratching at his skin irritated.

"Discord dont be rude" called Fluttershy in scowling tone.

"Considering that poser has been causing me to break out in hives i'll be rude as I want." Discord huffed back. "that mare really must have a lose screw to even think to be around him"

Unknown to him a pair of yellow eyes opened behind him narrowing in anger...before a literal bee hive poofed inside the bubble.

"Ugg Discord" Twilight groaned as she and the other ponies walked away from him.

"What?! you know Im right! plus..."

BZZZZ

BZZZ

BZZ

His eyes widen as he heard buzzing and turned around in fright.

(On the road outside Ponyville)

"AAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHH!!!!!"

Lydia paused in her march as she heard a scream.

"BJ..." she gave a fondest smile shaking her head.

"Hey dont blame me" the ghost called appearing over her "you know when it comes to defend you honor I dont horse around" he said before laughing followed by Lydia after a moment before resuming her walk with Beetlejuice following her.

THE END

Author's Note

Well this was the end.

Thanks for sticking to this one and we hope you have enjoyed it :)