Carousel boutique vs Scary boutique

(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.