The Nightmare Before Hearth's Warming Eve

by Silent Bob

Rating: teen
Tags: Romance, Comedy, Adventure
Length: 33414

There is a holiday all other holidays quake at the thought of. It assimilates everything it touches, much like a a glutenous blob monster never quite full. Now, it has its sights set on Nightmare Night... and only an alternate Mane Six can stop it.

Since a little after Nightmare Night, an odd communications blackout has occurred with the Hearth's Warming Eve holiday world. With no ghoul of the Nightmare Realm brave enough to step forward into its overwhelming cuteness, the cause of this remained unknown. That was, until a single message was received by the Thank Luna realm, the only holiday between Nightmare Night and Hearth's Warming Eve:

"We are Harmony. Lower your defenses and prepare your holiday to be overtaken. All calendars will adapt to service us. You will be assimilated. Resistance is futile."

And then… nothing.

Now, the Nightmare Realm braces for an invasion… of adorableness. And only an alternate Mane Six, led by the Lich Queen Twilight Soulshard can stop them… by finding six, sacred artifacts: the Elements of Fear.

May god save her half-soul.

~ Part of The Nightmare Before Nightmare Night universe.

Published 1970-01-01 00:00:00 UTC
Last updated 2013-01-25 19:33:07 UTC

The Worst of Both Worlds

So my friends you've come again,

To see this land where logic ends,

Come on in and have a seat,

And pray the lord your soul to keep.

Haha, just kidding, I only jest,

We treat our guests with utmost respect,

Just ask dear Twilight Sparkle who once paid a visit,

She'll say her time here was simply exquisite.

So take in the sights, give yourself a treat,

For it may be the last time your eyes will ever meet,

A land where the winds blow oh-so cold,

A land where our purpose never grows old.

Unfortunately that wasn't always what I thought,

For all of our struggles could have been made for naught,

By one who's heart was once filled with what was right,

By one who once basked in a thousand tiny lights.

I asked you before if you wondered how holidays begin,

Though to answer that would be a mortal sin.

However, there is one thing to your ear that I may lend,

I can certainly tell you how holidays can end.

☼☼☼

Necropolis.

A city for the dead, and all those who loved them. Streets were filled with skeletal ponies, lycan ponies, vampiric ponies, and more, and flowing with an inch of blood happily lapped up by the latter. It was a city built for one thing and one thing only: looking really, really spooky. And from both the outside and the inside, it did its job well. Buildings were gothic in archetype, and unlike the 'real' world's, they almost had a morphed look to them, like they had been melted slightly. And within them, unlike the city's counterpart of Canterlot, shops didn't sell candy or bottles of wine, but things for ghoulish ponies and ghoulish ponies alone: dark magic spell books, rotten foods like Eyes of Newt, spices such as ground spider, scale of Felhound, you name it, and of course: broomsticks.

No ghoul was without a broomstick for easy travel.

However, lately, the city had also become one more thing thanks to the Princess who ruled over it with an insane hoof. Inside the great palace of this land, Nightmare Moon, her chupacabra assistant, and her most faithful guard: Moonwalker, head banged without a care in the entire dead world within the former’s throne room.

For you see, the only thing the Nightmare Realm had been without for so many years, and what would certainly complete its 'evil' presence, had now pierced its veil: Heavy Metal Music. And they were using it to celebrate a most peculiar season for their kind. One not many others would... as they rocked out in front of a cob-web encrusted fireplace, with fleshy, breathing, tooth-filled stockings hanging from it, and a strange, blue fire within it...

"MY YULETIDE SOCK IS SO MUCH BIGGER THAN YOURS!"

"MY YULETIDE SOCK CAN WALK RIGHT THROUGH THE DOOR!"

"WITH THE FEELING SO PURE!"

"IT'S GOT YOU SCREAMING BACK FOR MORE!"

"Fool! In denial!

We're but the harbingers of horror every,

Nightmare's Eve Nightmare's Eve Nightmare's Eve!

Fool! In denial!

We'll never even up the score except on,

Nightmare's Eve Nightmare's Eve Nightmare's Eve!

We'll never regulate what we can't regulate!

The only thing that we shall be is here for us to make!

"BUT CAN'T YOU SEE THAT HE'LL LOVE MY SOCK?! SHAMONEIGH!"

"BUT DO YOU THINK THAT HE’LL LOVE MY SOCK?!"

"I DARE SAY HE WILL LOVE ALL OUR SOCKS!"

"THOUGH MY YULETIDE SOCK IS MUCH MORE WICKED THAN YOURS!"

"MY YULETIDE SOCK CAN WALK RIGHT THROUGH THE DOOR!"

"WITH THE FEELING SO PURE!"

"*IT'S GOT YOU SCREAMING BACK FOR MORE!.!.!.!.!*

BUAHAHAHAHAHAHAHAHAHAHA-"

"ACK!" Nightmare Moon suddenly coughed, interrupting the creepy laughing. "Ah crap! Totally wrecked that..."

She then frowned, before playing a sorrowful chord on her magical guitar of doom.

"Na, it's alright. At least we got to the end of the song this time," the chupacabra smiled.

"Truly a horrible cover! YEEHHAHHHH!" Moonwalker sang.

Nightmare Moon giggled at that, clapping her hooves in glee as she hovered above the ground. "I hope Yuletide's watching us sometimes, though! So maybe he'll let us know if we're doing something wrong... I mean... we've never done the Hearth's Warming Eve thing before, ya know? I hope we're doing it right!"

"No worries, cus ya know what they say about Yuletide, right?" Moonwalker grinned, before taking a deep breath and singing:

"Every move you make,

Every vow you break,

Every smile you fake,

Every claim you stake,

He is watching you!"

"So... he's like a creepy stalker who comes down your chimney every year? THAT'S SO WICKED!" Nightmare Moon beamed, bouncing about her throne room for a brief moment.  "He's sort of like Slendermare, minus the chimney thing! Er, and maybe the awesome tendrils too." She then put on a wide smile. "But you know, I have to admit, though I like a lot of this stuff my student's been pushing from the other side, I NEVER thought that Hearth's Warming Eve would be so horrible!"

"Truly ghastly, amiga!" her chupabacra assistant beamed, slowly setting down his drumsticks and walking away from the set he was previously playing on. "And I'm sure every other ghoul will love it if we do!"

"Darn straight, you stereotypical blood sucker!" Nightmare Moon said, still giggling. "By the night, this is going to be so wretched! I wonder what we're going to get from him?"

"Mmmm... well... I wonder if they can manufacture gourmet blood stew in the Twinkling Lands?” the chupacabra said, quirking his head. “Dunno where he'd get a batch of Siren Blood to make it, though..."

"I just hope he can get me a new black, snazzy suit... preferably one with Bloodstones covering it! YEEEEEHAHHH!" Moonwalker chirped.

"Well I totally hope he can get me one of those new Firebolt broomsticks I asked for-" Nightmare Moon chimed in, the chupacabra quickly giving her a glare. "Er uh... sorry Bloodfang... it's just I sort of... crashed the Nimbus-2000 you gave me…."

"Oi, you really need to stop flying drunk," Bloodfang grumbled, folding his thin, scaly arms. "One day you're going to end up crashing against something as stubborn as you are!" He then closed his eyes, before muttering, "Loco diosa de la luna..."

"Yeah, yeah, you're right," Nightmare Moon sighed, before prancing over towards the stockings. She then gestured inside them, where a series of teeth were strung in a circular pattern downward. "But hey, do you think Yuletide's gonna like the toothies inside these things?! Yeah, I know shock horror is kind of a cliche, but when the stockings snap at him, I bet he'll totally love the scare! Unless he really is always watching us..."

"I dunno, Princess," Bloodfang said, scratching his head. "You think Yuletide will appreciate this kind of broma?"

Nightmare Moon paused, squinting in thought for a second. "Well... as long as he knows we didn't mean anything by it. This is the first time Yuletide is coming to the Nightmare Realm, after all! We should show him what we're all about! Maybe he'll like it, who knows?"

"Are you sure he's still coming though?" Moonwalker said, raising an eyebrow. "The last time we heard from him was a little after Nightmare Night, after all. Every time we try to call him he doesn't pick up..."

"He's probably just too busy prepping for his holiday!" Nightmare Moon chirped, shrugging. "If he's really going to start delivering here, I bet he has his work cut out for him! I kind of feel bad for bugging him, now that you mention it..."

"Could we give him a call though, just to... you know... see?" Bloodfang said with a hint of anticipation, smiling hopefully.

However, before Nightmare Moon could open her mouth to say anything, a voice interrupted her from the throne room's entrance:

"Hail to the night, Princess!" a random guard called, bowing heavily and simpering slightly. "Er, you have an incoming call-"

Nightmare Moon smiled broadly. "Hey! Maybe it'll be them!"

"-from the Thank Luna holiday realm."

Nightmare Moon's eyes widened, as both Moonwalker and Bloodfang threw the guard a baffled expression as well. "Wah? Princess Luna's holiday?"

"Wait... isn't that the one that Señora Luz Celestia set up for her sister a year or so back?" Bloodfang said. "You know, to make up for the whole banishment thing?" He gave a dark chuckle. "Man... Celestia must have had some serious guilt issues. Though I can't blame her, I suppose, for either thing. I guess the other side doesn't really appreciate the night like we do, no?"

"Yes and yes," Nightmare Moon said, lifting an eyebrow. "And that's totally weird! They NEVER call us." She then simpered slightly, sweat-dropping. "Ehehe... for obvious reasons."

"Hey, it's almost New Year's, maybe it's time for a fresh, horrible start?" the random guard said, shrugging.

"Yeah... maybe," Nightmare Moon said, before smiling brightly. "Ah well, let's go see what's up!"

At that, Nightmare Moon galloped to the door, her assistant and Moonwalker in tow.

"This should be interesting, yes?" Bloodfang said to Moonwalker.

"Mmmm, for once I'm going to be serious: I'm not sure," Moonwalker said slowly. "This just seems off."

☼☼☼

Nightmare Moon's communication room may have been a bland, thirty by thirty hoof space, but it was also her link to every other holiday realm there was. For in the center of it sat a crystal ball sitting atop a pedestal, one she could use to talk with any holiday leader she wished to. And within it, at least this particular instance, was the head of a strange, filly form of Princess Luna, one with a paper hat upon her head, and a very worried look upon her face.

"Uh... hi," Nightmare Moon said, putting on the best warm smile she could, and taking a step forward. "Are you... Princess Woona?"

The tiny filly gave a quick, nervous nod.

"No need to be afraid, I'm not my counterpart. I won't bite," Nightmare Moon said softly, before smirking slightly. "That's Bloodfang's job."

"And I only feed on goats," Bloodfang quickly stated, quelling a look of extreme unnerve that had popped up on the filly's face.

Nightmare took a step forward, a quizzical look upon her, as Woona, in turn, took a step backwards into the starry, twinkling background beyond her.

"Wow..." Nightmare uttered breathlessly, her eyes sparkling at the sight.

Woona put on a curious glance.

Nightmare grinned sheepishly. "Sorry, it's just... I haven't seen the essence of a young holiday in many years,” she continued, a somewhat awe-struck look on her face. “It's..." She raised an eyebrow, turning towards Moonwalker. "What's the word the other side uses?"

"Beautiful?" Moonwalker said, lifting an eyebrow.

"Yeah. I don't know why, but it's that," Nightmare Moon smiled, before turning back towards Princess Woona. "But uh... is there... anything we can help you with?"

Princess Woona paused for a second, clearly quivering slightly.

“P-Princess Woona?” Nightmare Moon repeated. “Don’t worry… whatever it is, we’d be happy to lend a hoof!”

"I don't think she can talk," Bloodfang whispered.

Princess Woona shook her head, before slowly holding up a small piece of paper into view, a few sentences on it that were obviously scribbled in a hurry.

"Maybe not in words," Moonwalker smiled.

"What's it say?" the random guard asked. "I can't see it..."

"Hang on," Nightmare Moon said, slowly taking a step closer and squinting, before reading: "Help us, Nightmare Moon…”

She paused at that, squinting further.

"Is that it?" the chupacabra asked, perking an eyebrow.

"Wait, hang on... there's more," Nightmare Moon continued. She then cleared her throat and leaned closer, before saying:

“You're our only... hope?" Her eyes immediately widened. "H-Help? You want help?"

Woona nodded rapidly, before quickly glancing about in a paranoid manner.

"I uh... I'm not sure we can," Nightmare Moon gulped, a sorrowful expression suddenly coming upon her. "The dragon who charges our portals... he's sleeping right-"

At that, tears began to flow from Woona's eyes, an all but pleading look coming upon the young filly’s face.

"O-Oh my," Nightmare Moon said, shivering slightly, before swallowing hard. "Well... we’ll try... but can you give us a little information, dear? What's going on over there?"

Woona gave a shaky nod, her tiny horn beginning to glow as she began etching something on the same piece of paper.

"She's clearly in shock," Moonwalker whispered. "The poor thing's gone through something horrible... and not in the good way."

"Y-Yeah," Nightmare Moon nodded, sighing heavily. "And I don't think she wanted to turn to me for help... she was forced to."

Nightmare Moon then glanced back upon the crystal ball... only to notice there were more things now than just stars behind Princess Woona. White, glowing silhouettes for eyes were beginning to sprout up, piercing the veil of darkness...

Everywhere.

"Woah!" Nightmare Moon cried. "Princess Woona! Look behind you!"

At that, Woona gave a mute yelp, before quirking her head towards them as fast as a sparrow's and letting out a silent scream.

"Oh crap! She's in trouble! We've gotta help her somehow!" Moonwalker shouted, panic filling his voice.

"How?! Do you have any portals lying around we can use?!" Bloodfang exclaimed.

Suddenly, a black figure tackled Woona out of view, Nightmare Moon and her group gasping at the sight.

"Oh by the night! Shoot shoot shoot!" Nightmare Moon cried, before composing herself with a deep breath, stepping close to the crystal ball, and growling, "Hey you! Yeah you! Assholes! Who the heck are you and what do you want with-"

And suddenly, cutting her off came a conjunction of voices that sent a chill even up the Night Princess' spine: creepy, drone-like... and emotionless.

"We are Harmony…” they said, their voices devoid of menace… though somehow, that just made them all the more horrifying. “Lower your defenses and prepare your holiday to be overtaken. All calendars will adapt to service us. You will be assimilated. Resistance is futile."

Nightmare's eyes widened. "N-No! This can't be! We... we had a treaty with you!" she cried. "You said you wouldn't try to interfere with Nightmare Night personally!"

"What's going on, Nightmare?! Who are these guys?!" Bloodfang gasped.

"They're..." Nightmare Moon said, shutting her eyes with a shiver, before whispering, "Jolly."

"The treaty is irrelevant now. Hearth's Warming Eve is the greatest holiday there is. No other holiday brings such harmony to the real world. That is why it should be celebrated ten days per cycle, and decorated, advertised, and prepared for the rest of it."

"Where's Yuletide?!" Nightmare Moon growled. "Let me talk with him! He'd never sanction anything like this-"

"Yuletide is irrelevant. You are irrelevant. Your holiday brings nothing but fright and turmoil to the real world. Anything that is not harmonious will be purged."

"Hey! That's bullcrap! Everypony loves a good scare!" Nightmare Moon argued, her eyes narrowing as she slammed a hoof into the floor. "In fact, you could say that fright brings people together! Ever been to a good scary movie before? When you curl up next to Darkson- I mean your date during a REALLY scary part... er not that I ever got scared during Aliens... nope," she coughed. "But yeah, know what I'm talking about?"

The beings remained silent.

"Mmmm, guess not..."

"You will no longer be beings of fear. You will be beings of servitude. Your world will be tasked with manufacturing and bringing toys to all the good little girls and boys during your former holiday's time of year. This simulacrum transmission is now complete. Prepare yourselves for our imminent arrival. Good tidings to you, and Merry Yuletime."

The crystal ball blipped off.

The room stood in stunned silence for a brief moment, none knowing what to say about the odd hostile takeover, before Nightmare Moon broke it with an angry:

"Ugh! What the heck?! This is nuts!" she roared, pacing angrily about the communications room. "And that's saying something coming from me!"

"Has Yuletide been snorting powdered candy canes or something?" Bloodfang said.

"I dunno..." Nightmare Moon sighed, shaking an incredulous head. "But we gotsta do something! I want troops stationed at every last point where incursion portals could be-" Her then eyes narrowed in resolve. "Actually, you know what? Screw it! I'm calling an emergency meeting of every important figure in the Nightmare Realm! And Darksong!”

"I'll go send the word out, Night Mistress!" the random guard saluted before he quickly galloped out of the room.

Nightmare Moon then let loose a deep sigh, slowly sitting down.

"Hoooo boy, and here I was about to celebrate Hearth's Warming Eve, and then they go and launch this huge invasion thing..." she grumbled. "First Blackblood does his whole big douchey soul-stealing thing, and now this? It's like one big crap storm after another. Or snow storm this time... hah..." She then grinned slightly. "Wait, instead of a crap storm, last time it was a Black storm! Haha! Get it?"

There were a few chirps of crickets.

"Shame I left my drumset is in the throne room, eh hombre?" Bloodfang muttered to Moonwalker, who nodded his head slightly.

At that, the look of mirth slowly faded from Nightmare's face

"Ugh... what am I doing?" she groaned, sorrowfully glancing downward. "Woona was just kidnapped right before my eyes..."

"You're trying to make jokes to lighten the situation... to avoid the reality of it," Moonwalker said insightfully. "It's what anyone with a sense of humor would do."

"Yeah, and that's the problem," Nightmare grunted. "Out of everyghoul in the Nightmare Realm it's me who knows what kind of crazy crap Yuletide can throw at us if he wants to... and there's only one big honking cannon we can shoot back at him that'll really do some damage..." Her eyes then narrowed in resolve. "Though only if my faithful student and her friends are ready for this task. It's time she learned why I sent her to Terrorsville..."

To the shock of the room, her eyes actually began to water.

"I-I just wish I didn't have to..."

Friendship is Black Magic

The Necropalatan Zeppelin Port was a busy place during any time of year, not surprising considering its massive, hovering city was often described, and most appropriately, as 'Edeathstria's Beehive', and this wasn't just because it actually somewhat resembled a beehive. However, with a few new additions to Edeathstria's plate aside from 'prepare for Nightmare Night', such as the encouragement of another holiday actually being celebrated within it, that being Hearth's Warming Eve, the city, and therefore the zeppelin port was busier than ever, with six new arrivals completing the hustle and bustle of it.

"HELLLOOOOOOOO NECROPOLIS! WOOOOOOOO YEAH!" Pinkie Slice beamed merrily, wearing a 'I <3 Necropolis' shirt as her and her six life (or undead in Scarity and Twilight's case) companions practically skipped away from the port.

"Ooooh my! The city is just as horrible as I remembered!" Scarity oozed, her eyes twinkling as her transparent, ghostly form hovered a few feet above her friends. "So good to actually to be able to take in the sights this time, unlike during the Grand Galloping Gallows." She winced at that, giving a disgusted shiver. "Ugh, I can't believe I wasted my time lusting after Prince Blackblood of all ghouls during that- that event."

"Heh, well, he got what was coming to him," Rainbow Death chirped, hovering by her and holding out a certain black crossed shaped locket in front of her eyes, grinning wickedly. "Wanna say hi to him?"

Scarity gave a huff.

"Mph, I'm more than content with having him face his punishment alone," she grumbled, lifting her snout at the sight of the locket and folding her arms. "I mean really, we all may be horrible monsters, but at least we're a step above ruffian barbarians like him! I swear... Eldritch Abominations..."

"You say 'monsters' like it's a bad thing," Rainbow smirked, before letting the locket swing from her neck along with her five others.

"And not all Eldritch Abominations are bad," Twilight Soulshard smiled, half looking at her and half glancing about at the various pieces of scenery, her eyes filled with nostalgia. "Slendermare is alright, isn't he?"

A guilty look came upon Scarity's face at that. "Oh... I suppose that was a bit arrogant of me to throw them all into the same category, wasn't it? I would have gladly made Slendermare my Prince Wretched over that beast!" Her eyes began to twinkle once again. "I could have called him my own personal Splendormare! And the best part is, unlike Blackblood, he lets everyghoul else do the talking for him!"

Rainbow Death glanced away from her slightly, chuckling to herself.

"Speaking of Slendermare," Applemoon said, lifting an eyebrow. "Y'all hear he was summoned by Nightmare Moon here, too?"

"That's news to me," Twilight said, putting on a baffled glance as well. "You know, I wonder what Nightmare Moon wants with everyghoul?"

"Beats me, but it has to be important," Applemoon stated.

"Dr. Whoovenstein also got a summon," Flutterfright peeped, smiling slightly. "I was talking with Derpy-Stitched earlier."

Rainbow Death cackled slightly at that. "Oooooh man, Nightmare Moon and Dr. Whoovenstein in one palace!? I wonder how much crazy that building can handle?!"

"You can never have enough crazy, I always say!" Pinkie Slice giggled, bouncing atop the blood-soaked cobblestone, her metal-clawed gloves creating sparks upon every downward stroke of her hops. "Speaking of which, I wish my pen-pale would get back to me... I wanted to see if I could get her something for Hearth's Warming Scream!” She then simpered slightly. “I uh... don't really know what ponies on the other side would want..."

"It's Hearth's Warming Eve, Pinkie," Twilight said, smirking slightly. "And it doesn't matter what you get her, it's the thought that counts in the end!” Her smirk then turned into a smile. “I'm just glad the new interdimensional mailing system is working so nicely. It's nice to be able to keep in touch with our counterparts."

"Mph, personally... I think this whole gift exchange thing is a little dumb, though," Rainbow Death said, hiding a conniving look the Lich Queen's way. "I mean... we already give gifts to each other on Nightmare Night. Why do it again?"

Twilight seemed to be hiding a disappointed glance at that, before looking nobody's way in particular. "It's more for the principle of it. Edeathstria's new reforms include trying to start better cultural relations with the other holiday worlds. And what a better way to do it than by celebrating their holidays?"

"Heh, true," Applemoon said, before raising her eyebrows slightly. "But I just can't see Elven Ponies in the Yuletime World dressin' up as zombies and vampires on Nightmare Night. Think they'll actually do it?"

“I’m not sure… it’s possible the might not ‘return the favor’, so to speak,” Twilight said.

"Whelp, their loss if they don't!" Rainbow Death blurted out, grinning while still hovering above the ground with a multitude of mighty flaps from her massive, single black wing. "Though I gotta say, I like the decorations they have set up for the thing!"

Indeed, on every street corner there seemed to be at least one dead, needleless Yuletime tree, them trading their needles for a strange, glowing cobweb, and decked out with various ornaments such as hanging shrunken heads (that would scream at passerby's), oozing black gak, and bloody bones. To complete their spooky presence, a jack-o'-lantern topped each one of them, a number of ghostly orbs twirling about it.

"Mmmm, well... it's not exactly how the other side celebrates it from what I've read," Twilight chuckled. "But you know what? Close enough! At least it's a start! As long as we can get into the spirit of things, that's what matters!"

"I dunno though, Twi," Applemoon stated in an incredulous tone. "I like a lot of the fun stuff you've been pushing from the other side, pumpkin chunkin' definitely being one of em'," she grinned. "But... we're ghouls. Do you really think we can do the whole... heart warming thing?"

"Hey, our holidays happen to be quite similar in a few regards," Twilight smiled. "Hearth's Warming Eve, when you look at it, is a celebration of harmony initially brought upon by..." Her smile widened. "Fear, of all things."

The group's eyes widened as well, though Rainbow Death merely lowered an incredulous eyebrow.

"Wah? How was it brought upon by fear?"

"Well, I'm sure there's more to it than that, but that's part of the reason, isn't it?" Twilight continued. "Initially, the founders of Equestria were brought together out of not wishing to die alone."

"Nopony dies alone, Twilight," Rainbow Death stated, a somewhat hurt expression coming upon her.

Twilight blinked rapidly, an apologetic look coming on her face. "I meant... dying alone before reaching the Planes of Death and having the fastest reaper in Edeathstria escort them to the golden gates!"

"Oooooh you!" Rainbow Death giggled, swooping down next to her while twirling her scythe absent-mindedly. She then gave her an affectionate nuzzle. "You always know what to say to me!"

"It ain't that hard," Applemoon whispered to Flutterfright, who stifled a chuckle.

"You're quite welcome, Deathie," Twilight chirped merrily, returning the nuzzle, before continuing with, "But yeah, they may have found harmony through means other than fear, but that's one of the factors for keeping harmonious, isn't it? Fear of being turned into little ponysickles by the Windigo?"

"And their King..." Pinkie chimed in in a spooky tone, trotting next to Applemoon and grinning wickedly. "Black Frost... OVERLORD OF WINTER! Buahahahahahaha!"

Applemoon rolled her eyes. "Black Frost is just a superstition, Pinkie." She then smirked slightly, however, raising her eyebrows. "Though a pretty wicked one at that," she admitted. "Heh, you know, I'm actually surprised he's part of their holiday and not ours. Would have liked to meet the guy one day."

"Pfffft, as cool as Black Frost sounds, I still stand by my statement," Rainbow Death said indignantly, though still with a hint of a mischievous look thrown the Lich Queen's way. "The gift trading thing is silly!"

"Oh is it?" Twilight smirked, her horn glowing brightly for a brief second before a cobweb wrapped staff-like object appeared right in front of her. It continued to hover in front of her horn as she turned it away from Rainbow. "Guess this isn't for you, then..."

Rainbow Death's eyes widened. "W-Wah? Y-You got me a present?" she said in a genuinely heart-warmed tone.

"Maybe," the Lich Queen said, still smirking slightly as she glanced away from Rainbow. "Might have gotten it for someghoul else..."

"Well uh..." Rainbow said, a smirk of her own slowly etching onto her face as she pulled something out a travel bag, a rectangular shaped object hidden in cobwebs as well. "Maybe this will change your mind."

Twilight's smirk turned into a massive, bright warm smile. "Rainbow... you didn't!" she gasped, her eyes twinkling. "I can't believe you-"

"Tricked ya!" Deathie said, sticking her tongue out. "Ugh! Though now I don't wanna wait around to see what you think of it! Come on, let's just unwrap them now!"

Twilight raised her eyebrows. "Right here?"

"Right now!" Deathie grinned.

"Hmmmm.... alright," Twilight said, shrugging. "Let's stop into Rancid Joe's for a cup of rancid joe first, alright?"

“I’m definitely down,” Applemoon smiled.

“If you girls don’t mind,” Flutterfright eeped.

"Sounds like a plan to me!” Deathie beamed.

☼☼☼

Rancid Joe's was one of the best kept secrets in Edeathstria, at least in Twilight's opinion. It had been a beacon of darkness during the piercing, blinding light of studying for her for most of her life. While it may have only been a small, crappy-looking coffee shop, with very little for accommodations, it was at least a quiet, caffeine providing place for studying. However, she was glad to share the splendor of it with her friends at least.

"Oh my... this is the best black coffee I've ever had!" Pinkie bounced, slurping down a cup of the delicious substance as the Ghoul Six sat down at a small, secluded table.

"Hooo nelly, this isn't going to end with an explosion of energy," Applemoon muttered, glancing worriedly the pink, charred, dream demon's way.

"Mmmmm..." Rainbow Death oozed, sipping on her cup with a dreamy expression. "And this is why I like it black, just like my metal..." She then sighed, twirling the little straw about in it. "Seriously, without coffee I don't think I'd be able to reap more than about... eh, say two hundred souls in a day. It's to die for." She then winced slightly. "Oh god, I can't believe I just made that pun..."

Twilight glanced at her suspiciously. "You made it intentionally, didn't you?"

"Maybe…” Deathie said, grinning sheepishly.

“By maybe you mean… definitely?” Twilight said, smirking.

“Agh, night damnit!" Rainbow Death laughed, suddenly snuggling up to Twilight and kissing her on the cheek, the latter blushing fiercely. "Why do you have to be so good at getting into my head?!"

"And why do you two have to be so good at making me sick?" Pinkie groaned, her cheeks puffing out green.

"Well I think it's sweet to be honest," Scarity cooed, before glancing Applemoon's way. "That... is the word the other side uses for this sort of thing, right? I would call it wretched, but that just seems... odd."

"Mhmmm, I think so," Applemoon said, nodding, before grinning Rainbow Death's way… or more particularly, her scythe’s way. "But ya know, Rainbow... speakin' of reapin’ souls... how long ya been carrying around that ole' scythe for, anyway?"

"Huh?" she said, quirking her head slightly and waving the menacing looking instrument about. "Oh... I dunno. I've had it for years. When I graduated from reaping school they gave it to me, actually. I think it's just a standard model."

"Mmmm... that would explain its blandness," Scarity stated, bringing a hoof to her uncorporeal chin. "It’s not as intimidating as it could be..."

"Hey! It's plenty intimidating!" Rainbow pouted, folding her arms as her soulless black eyes narrowed. "That's what I love about this job. You know, ponies getting escorted by this fearsome figure, that being yours truly, to the golden gates, only for paradise to await them on the other side? I love seeing the looks on their faces when those babies open! Honestly, I can escort the saddest victim and still not feel too bad about them dying cus' of it." A somewhat self-conscious look then came upon her face, though. "But... do you guys really think I could do better?"

"Well, it's plenty scary," Flutterfright piped in. "But... I think Scarity's right. It could be a teensy bit better..."

"But I don't have the bits to afford a new one!" Rainbow complained, glancing slightly at the gift she had gotten for Twilight. "I sort of... ehehe... well... let's just say... I had bigger priorities."

Twilight smiled warmly at her, before scooching her own gift Rainbow's way. "Hmmmm, isn't that a shame... no way you're going to be able to a get a new one now..."

Rainbow's eyes suddenly widened in realization, a look of glee coming upon her none of the group had seen before. "You didn't..." she said slowly, a grin slowly etching across her face. "YOU DIDN'T!"

"Maybe... could just be a staff..." Twilight said whimsically, before inching her face closer to Death's. "Why don't you open it and find out, hmmmm?"

"OH HECK YEAH!"

At that, Rainbow giggled maniacally before ripping the cobweb off her gift, even bouncing slightly, only for her grin to twirl about into a disappointed frown when it was revealed what was under it.

"Oooh, uh..." Rainbow said, glancing down upon her gift.

It was a horrible looking staff, that was to be sure. A nasty looking skull was etched into it at every five inches or so, with a black bat sculpture topping it at the bottom. However, it wasn't a scythe...

"It's... it's pretty cool, I guess," she continued, sulking slightly.

"Oh... hmph," Twilight said, lifting an eyebrow. "The lack of a blade could be a problem...." A broad smile then came upon her. "Unless you know the magic words, of course..."

With that, to Rainbow's curious glance, she brought a hoof to the staff and muttered, "Educ metet."

A second, to Rainbow's shimmering eyes, a brilliant, jagged blade appeared out of thin air at the end of it opposite to the bat.

Death's jaw nearly dropped at it, her eyes watering ever so slightly. "OH. MY. GOSH! YOU DID!"

"Hahahahaha!" Twilight beamed, wrapping her arms around her soul mate in a hug. "Had you going there for a second, didn't I?!"

"Only made it all the sweeter!" Rainbow beamed, picking her new scythe with an awe-struck look upon her. "Is this- is this the Undead-Shredder 12000?!?!?!"

Pinkie suddenly lowered an eyebrow. "There's a joke in there somewhere..."

"Don't say it," Applemoon grumbled.

"Oh I'm saying it," Pinkie grinned

"Please... for the love of..."

"TOO BAD! IT'S HAPPENING!" Pinkie roared maniacally. "APPLEMOON, WHAT DO YOU HAVE TO SAY ABOUT THAT SCYTHE'S POWER LEVELS?!"

"It's..." Applemoon said, wincing slightly, before sighing forth, "Over nine thousand..."

"WHAT, NINE THOUSAND?!"

Applemoon face-clawed as Pinkie giggled maniacally.

"It is indeed over nine-thousand,” Twilight nodded. “And it's the best model I could find!"

Rainbow took a deep breath at that.

"I love you... like I love death, Twilight, seriously," she said, her eyes still watering. "This thing is... oh my... a retractable blade and everything!?"

"To prevent any unnecessary cuts or decapitations," Twilight smirked. "As wicked as that would be."

Rainbow shook her head in disbelief. "I-I honestly don't know what to say," she said breathlessly.

"No words are necessary," Twilight said warmly. "Just continue being the honorable evil-soul jailing grim reaper I love."

"ACK!" Pinkie interrupted with a groan. "Could you two be any more night damned sappy?"

"By that you mean could they be any more CUUUUUTEEEE?!" Scarity said, practically oozing her words out.

"Ugh... the only problem is my own gift is never going to compare," Rainbow grumbled, still with a slightly mischievous look upon her as she prodded it Twilight's way, who quickly unwrapped it with curious eyes.

"WOAH!" Twilight cried, her eyes wide as saucers as she glanced upon what she was given. "'Light in the Dark? Arcane Magic for Ghouls and Goblins?!' She then glanced towards Rainbow, her jaw literally hanging open. "How did you- how did you get this?! Twilight Sparkle said there weren't even any books like this!"

"Ehehehe... well, turns out she might have been wrong," Rainbow smiled. "I've been keeping touch with Rainbow Dash and your counterpart when I can, and it turns out she had that in her library all along! I bought it off her for a small favor, and her Spike managed to send it over somehow. She said she'd give it to me for free, but I insisted. Apparently it was written by somepony named Starswirl the Bearded after he fell in love with a ghoul-like creature. Said he wanted to teach more of them the ways of the light if he could."

"Oh my gosh, Rainbow! Thank you thank you thank you!.!.!" Twilight squealed. "You have no idea how much I've been wanting to learn a little Light Magic!"

Immediately, she opened the book to its front page, her eyes sparkling like a foal in a candy store's. Before she got too far, however, she stopped when she noticed a few words scribbled on it.

Dear Twilight Soulshard,

Thanks for an interesting Nightmare Night! Your kind really know how to show a bored student of magic an intriguing time. And if it means anything, despite what you may call yourself, you have more life in you than anypony I know.

- With love and respect,

Twilight Sparkle.

A warmer smile couldn't come to Soulshard's face.

"So, what was the favor?" Applemoon asked, looking Death’s way.

"She uh..." Rainbow Death said somewhat awkwardly. "She... wanted me to tell Applejack what lies on the other side of the golden gates... you know, to comfort her about her parents. I guess she didn't feel right doing it herself. I'm not sure if I felt right doing it, either... but I sent Applejack a letter. I also sent Twilight the bits I had at the time. They're made of gold, so I guess they'll take."

"That was very nice of you, Rainbow," Applemoon said warmly with a tip of her hat. "I'm sure my counterpart would appreciate it, just like I did."

"Heh... yeah..." Rainbow said, smiling slightly, though taking a deep breath. "But hoooo boy: I've been breaking so many reaping rules lately I'm surprised my boss hasn't magnifying glassed me yet..."

"Has she even chewed you out yet, though?" Applemoon said, lifting an eyebrow. "For all the crap you pulled on Nightmare Night, I thought she would have."

"Surprisingly, no," Rainbow said. "I guess she's as kind as they say she is. Our god is an awesome god indeed."

"Whelp, that's Faust for ya," Applemoon chuckled. "If that truly is her name."

"Eh, well, nobody knows much about the big gal," Rainbow shrugged. "I couldn't tell ya. She's as mysterious as I am.” She then put on a wicked grin. “Hehehe... I bet the other side doesn't even know that the actual grim reaper herself was there on Nightmare Night, save for Rainbow Dash and her friends. For all the rest know, I was just some regular ole ghoul with a scythe and a love for souls!"

"And a mighty big ego," Applemoon said, rolling her eyes. "Though I gotta ask, how'd you get another week off?"

"Heh, you're not going to believe this: but my counterpart was willing to cover for me!" Rainbow Death said in an almost incredulous tone. "She may not have my training or experience, but she's still got a need for speed! She'll be able to do it."

"A she was down for it?" Twilight said in disbelief, finally lifting her muzzle from out of her book. "Er, no offense Rainbow, but you remembered to fill in all the details about the temporary job, right? Like how she won't even remember her week at it... and the... uh... collateral."

"Of course I did!" Rainbow said, throwing her a slightly annoyed expression. "She was down for it, though, and I'm pretty sure she can take it. It's not like it's a totally depressing job..." She tilted her head slightly as she let loose a sorrowful sigh. "Well, I mean- it can be, but only during certain circumstances."

Twilight nodded, her bright mood becoming all the brighter. "Whelp, that's good. It'll give us more time for zombie hunting!" she smirked.

"Haha! I still can't believe you're down for doing that!” Rainbow said, shaking her head. “Isn't that against some necromancer code or something?"

Twilight shrugged slightly. "Codes are just codes... nothing more, really." However, at that, her eyes then caught something behind Rainbow, a panicked look suddenly striking her features. "But shoot, look what time it is!"

Rainbow perked her head towards the clock, her eyes widening as well. "Oh crap... we're going to be late for the gathering!"

"Oh nononono! I'm never late for anything!" Twilight cried. "I can't disappoint my teacher like that!"

"Easy, sourcube,” Applemoon said softly. “Just use your teleport thing to get us there lickidy-split."

"Yes! Good idea!" Twilight beamed, nodding frantically. "You're a life saver, Applemoon!"

"Heh, first time I've ever been called that," she smirked.

"Come on, no time to lose! If this meeting is that important, we cannot miss it for black coffee! As good as it is!"

"Right on, let's go then!" Rainbow Death grinned, her and the rest of Twilight's friends quickly gathering about the Lich Queen before they teleported away with a blink of purple light.

"Hey!" Rancid Joe growled from behind the countertop. "You never payed for-" He then gave a deep sigh, rolling his eyes. "Meh... screw it..."

Incursion Unto Nightmare

The Palace of the Night was a magnificent piece of tranquil wretchedness. It was nothing if but a plethora of onyx, spiraling turrets, twisting staircases, and morbid decorations. In every hall, in every room, there was a statue of some famous Edeathstrian figure, a painting of some eerie, far-away woodlands or the horrid tundra of the frozen northlands, and sometimes... there was simply nothing at all. Literally, some rooms had nothing in them but an odd feeling of foreboding. And as the best at scaring in Edeathstria could attest to, sometimes a lack of anything was the scariest thing of all.

Naturally, this made the palace the most sought after tourist destination in all of Edeathstria. And even if they weren't tourists, and had an important meeting to attend, a certain Ghoulish Six proved to be unable to resist the attractions.

"Oh by the night, have you ever seen anything more wretched?!" Scarity cooed, hovering into the palace's central commons with shimmering eyes, the rest of the Ghoul Six in tow. "I can't believe I missed all of this wicked décor during the Grand Galloping Gallows!"

"It hasn't changed a bit, either, not even from when I was young!" Twilight chirped, glancing about with a smile. "Hey Flutterfright, you should check out the-"

She glanced by her side where Flutterfright was supposed to be, only to notice she had disappeared. A look of confusion then came upon her before she finally found where the vampony had gotten off to.

"Mmmmm.... were you saying something, Twilight?" Flutterfright called, before slurping down another cup full of gourmet blood from a nearby fountain in the center of the commons.

"Heh, nevermind," Twilight said, chuckling. She then squinted slightly, glancing about. "Where's my teacher, though? She said she'd meet us here. I have no idea where the meeting is supposed to be!"

"Don't worry, sourcube. Maybe she just had a hiccup getting here," Applemoon reassured her.

"B-But what if there was a change of plans? What if she expected me to go look for her!" Twilight gasped, her eyes soon widening further. "Oh no! What if she thinks I've grown incompetent for not doing-"

She was halted by a kiss on the cheek. "You're competent enough for me," Rainbow Death smiled, Twilight taking a deep, oozing breath at that. "Hey, check it out, though!" Rainbow Death grinned, leading the group over to a series of portraits lining a particular wall section.

The group's eyes widened. The portraits were none other than those of Edeathstria's former grim reapers. There was Blackfire, her black mane flowing eloquently from her scalp, her eyes filled with a mix of contemplation and coldness. Then there was Fandango, a grim reaper who was little more than just a skeleton. And finally, after a few more (most reapers having lived well into their hundreds), there was Rainbow Death herself, her face just as youthful and filled with energy as ever.

"Hah! I can't believe they finally got this up!" she beamed, gesturing to it.

And like every portrait in the palace, the figure in it was actually moving.

"Heyo, like what you see?" it smirked, twirling its scythe.

"Awwww yeah! Looks like they got you touched up nicely," the real Rainbow nodded, smiling back at her.

"Eh, well, they could have done better on my wing," the portrait of her said, wiggling it, before giving a shrug. "But hey, it's as good as any other painting! I'm just glad to be here!"

"That makes two of us!" Rainbow chirped.

"Congrats, Rainbow," Twilight said, patting her on the back. "It's about time they hung this up!"

Rainbow blushed slightly. "Heh, well... I only became Death two or three years back. And these kinds of portraits are pretty hard to make..."

Twilight winked at her. "Yes, but you are the youngest reaper in Edeathstria, aren't you? You deserve it!" she said, Rainbow's blush becoming all the more fierce.

"Well... I guess that's true... And I am the fastest reaper in history, too!" she said proudly. "Gotta go fast!"

Pinkie's eye twitched, a manic grin crossing her face. "I see what you did there, AND I LOVE IT!"

"Keep strokin' her ego, Twi..." Applemoon chuckled to herself.

At that, Flutterfright made her way over to the group, wiping off a bit of blood left on her muzzle.

"Mmmmmm, it's almost as good as the real thing," she oozed, a dreamy expression on her face. "N-Not that I'd ever feed on anypony anymore, of course."

Rainbow threw her a blank look. "Ugh, Flutterfright, sometimes I think you forget that you’re a ghoul," she grumbled, rolling her eyes. "You mean you didn't even have one nibble on Nightmare Night?"

Flutterfright quickly shook her head, almost as if she was surprised the question was even asked. "No, of course not! I mean... I sort of wanted to... my counterpart even offered to let me feed off her when I told her how hungry I was..." She then winced slightly, though a proud smile soon came to her lips. "But I didn't!"

"Oh leave her alone, Rainbow," Twilight said, rolling her eyes. "I know I encouraged it during Nightmare Night... but after spending some time over there, I'm pretty sure the last thing we'd want to do is scare ponies by making them think they might turn into a vampire… or by drinking their blood in general, for that matter. That's a little too much."

Flutterfright made a slight 'eep', to which Twilight immediately threw a guilty glance at.

"Er, not that there's anything wrong with vampires, of course," she immediately stated. "It's just that regular ole ponies have a multitude of superstitions about them being 'evil creatures of the night who can't control their instincts'."

"Oh..." Flutterfright chuckled, sighing in relief. "Sorry... I don't know why I'd think anything like that..."

"Yeah, they're just really spooky creatures of the night who can't control their-" Pinkie blurted out, Applemoon halting her with an elbow to the ribs.

"Well... I uh... I think she's fine being whatever she wants to be," a certain voice squeaked sheepishly from nearby.

A broad smile slowly etched on Twilight's before she twirled about, her look of delight soon intensifying ten-fold.

"Moonwalker?!" she gasped, her smile widening further when she noticed who was beside him. "Bloodfang?!"

"Ello, chica!" Bloodfang grinned, tipping his sombrero her way. "Long to no scream, eh- OI!"

His breath was nearly knocked out of him as Twilight gripped him in a tight hug.

"Haha! Good to see you, too. Man oh man it's been years, hasn't it?!" he laughed, patting her on the back of the head with a clawed hand. "Sorry I wasn't there at the Gallows; had to take care of some… business in the Bonelands."

"The Bonelands?" Twilight smirked. "Now what would you be doing in the Bonelands?"

The chupacabra simpered slightly. "Eh... let's just say I was a bit homesick..." he said, scratching the back of his head. "Please don't tell anyghoul though, comprendo? Don't want them to think I've been going soft. Yo nunca oiría el final de la misma..."

"No worries; your secret is safe with me," Twilight chuckled, making a zipping motion across her mouth.

As the two began to chat, Flutterfright turned her attention Moonwalker's way.

"H-Hi Moonwalker," Flutterfright said, blushing slightly as she inched closer to him. "Nice to see you again."

"N-Nice to see you, too," Moonwalker stuttered out in a flushed tone, smiling warmly. "I'm glad you seem to be a bit happier now than at the Gallows."

Flutterfright smiled slightly. "Well, it wasn’t all bad. Though you were probably the only good thing about it," she squeaked. "R-Remember that song you sang to me?"

Moonwalker nodded, an embarrassed look upon him as he sang:

"A B C,

Easy as one, two, three!

As simple as do re mi!"

Flutterfright's smile brightened as he finished up.

"Ehehe," Moonwalker chuckled sheepishly. "I might have been a little drunk when I did that... sorry if I weirded you out..."

"No! No, of course not," Flutterfright quickly said, finishing the sentence in an almost dreamy tone.

"Those two... why can't they see it, WHY CAN'T THEY SEE IT?!" Scarity just about hissed to Applemoon.

Applemoon smirked at that. "Easy, there, Miss Matchmaker, I'm sure they will eventually," she chuckled.

A minute or so later, after a bit more catching up, the chupacabra cleared his throat. "But yeah, sorry we can't chat longer, but you know... business calls and all that."

"Oh right, the meeting!" Twilight nearly gasped, the panic in her voice from earlier quickly returning. "We're not late, are we Bloodfang?!"

"Nono, in fact, we're still waiting on Slendermare," Bloodfang said reassuringly. "But still, the sooner you get down to the war room, the better, no?"

Twilight raised her eyebrows.

"War room?" she said, an unnerved expression suddenly overtaking her. "W-What? Since when did the princess have a war room?"

"That's what I asked her," Moonwalker said, shrugging. "But it turns Princess Trollestia, the spirit who has a 'connection' to this palace, was able to make her one in one night." In a mock Nightmare Moon voice, he continued with, "'Yep, I have a war room now. War rooms are cool.'"

"The palace can... make rooms? Like on its own?" Rainbow Death said in a baffled tone.

"With Trollestia's help, yes," Moonwalker said, a slightly annoyed tone filling his voice upon her name, as he began leading the group out of the commons and towards an elevator shaft. "She's quite the prankster, too. Makes rooms appear and disappear overnight." He then gave a slightly bemused chuckle, however, turning to Twilight. "Your brother threw the hugest fit the last time she did that in the guard barracks. Made his office disappear right under his snout!"

"Haha! Oh my, and I almost forgot about Shadowed, too!" Twilight beamed, shaking her head incredulously. "Is he here?"

"Actually, no," Bloodfang sighed. "Nightmare Moon slapped a trio of General's stars on him this morning and sent him packing to the Frozen North. He's rallying an army there, and it should be a pretty decent one, I think. They've been shipping out all kinds of heavy artillery and crazy stuff up there all day via zeppelin. Stuff that can make a pretty big badaboom, baby."

"Say what?!" Pinkie said, lowering an eyebrow.

"Yeah, seriously, what the heck is going on, you two?” Twilight asked in a worried tone, as they stepped into a very old-fashioned, rickety elevator. With a ding, the doors soon slammed shut, and it began making its way downward.

Moonwalker, in the meantime, kept his gaze averted from her, though Bloodfang soon continued with:

"It's uh... complicated," he coughed. "Best to let your teacher explain it to you. Just don't expect the warmest welcome. She's been stressing lately like you wouldn't believe. Hopefully seeing you will be her chill pill, though."

"Well, alright..." Twilight sighed, her look of unnerve increasing by the second.

The elevator continued downward, as a wicked song began playing within it that seemed to have been sung by a machine... well, if you could consider it a song. One thing's for certain, though: it seemed to ease Twilight's agitated expression slightly.

"I'm going to sing the doom song now!

Doom doom da doom doom da doom doom doom!

Doom da doom. Doom, doom, da doom doom doom!"

"By the night, this song is horrible!" Rarity said gleefully, clapping her hooves. "Nightmare Moon really does have style!"

"I like the part where he says doom!" Pinkie bounced, a blissful look coming upon her face.

The song played on for a bit, as the elevator continued its noisy descent, before finally:

"Doom doom doom the end!

With a ding, the elevator doors opened, the Ghoul Six gasping at the sight.

They were in a massive, underground stone chamber of some sort. On one of its walls was a huge, animated map, showing various army groupings, the labels of them, and more, and most of them were in motion. In the center of the room was an equally behemoth, circular table, chairs lining its entirety. Standing by it was Princess Nightmare Moon, who quickly quirked her head towards the origin of the 'ding' with red, tired eyes upon her.

However, upon seeing Twilight, those same eyes lit up like supernovas.

"Twilight Soulsard, my wretched student!" she beamed, quickly scurrying towards her.

"Princess!" Twilight called in the warmest tone she could muster.

Immediately, the two nuzzled each other, before facing each other with bright smiles.

"I'm so glad you're here! Nice to have another friendly face around!" Nightmare Moon chirped, before cascading forth, "But yeah, was your trip alright?! How are you?! Are you and Rainbow Death getting along well?!"

"We're doing plenty fine, Princess," Rainbow Death chuckled, walking over to Twilight's side.

"Oh, sorry! I almost forgot you all came with her," Nightmare Moon chuckled incredulously, before facing Twilight's friends. "Heyooooo!.!.!"

"Hi princess!" the group called, their apparent unease at being in the presence of a goddess fading almost immediately.

"Oh, I saw my portrait in the commons, by the way," Rainbow Death beamed in a truly appreciative tone. "I didn't expect to see it up for years!"

Nightmare Moon smirked slightly. "Well, I called in a few favors. Got er' done personally for once," she winked. "I had to thank you somehow for dealing with Prince Blackblood, after all. I can get so much more done with him out of my mane these days!"

"Heh, well, as awesome as I was during that whole thing," Rainbow Death grinned, facing her friends. "It was a team effort. And personally, I'm glad that rotten bastard is finally sealed away. No need to thank anyone."

At that, her words seemed to have reminded Nightmare Moon of something, as her expression slowly contorted from a mirthful one into a foreboding one. "Yes... but unfortunately, it seems we may have traded one monster for another..."

Twilight quirked an eyebrow. "Is that what this war room is about?"

"Oooo, do you like it?" Nightmare Moon suddenly chirped, clapping her hooves in glee as her mood pulled another one-eighty. "I modeled it slightly after something I saw in one of those new real world movies! 'How I Learned to Stop Worrying And...’" She squinted in thought. "Hmph, I can't remember the rest... something about being 'The Bomb'...?" She then shrugged. "Eh, whatever."

At that, Twilight gave her teacher a slightly blank look. "Princess... it's a really nice war room, but who are we at war with?"

Nightmare moon shook an incredulous head. "You're not going to believe this, but the answer to that question is: Harmony."

Twilight's eyes widened in horror, though nothing but confusion laced her friends' faces.

Applemoon quirked an eyebrow. "Come again?"

"You heard me," Nightmare Moon said firmly. "Turns out the reason why we haven't been able to contact Yuletide lately is that he's been planning some sort of crazy invasion! Well, at least I think it was his plan…"

"Wait... are you saying that we're going to be invaded by Hearth's Warming Eve?!" Twilight gasped, a hint of anger in her tone. "After we go through all the trouble of trying to celebrate their holiday?!"

"Yeah, I know, it's absolutely friggin' nuts! Holidays never fight each other!" Nightmare growled. "He's developed some sort of weapon, or magical power, I think. A weapon that turns people into mindless slaves who only have one goal: assimilation. I don't know much about it, but I'm hoping that it can't just be spread remotely. That's why I've got Edeathstria's military mobilized."

"Bring em on, then!" Rainbow said confidently, hovering in the air and throwing a few punches. "We can take em'! Let's send their jolly flanks packing!"

"Oh my... I don't want anyelf getting hurt though..." Flutterfright eeped.

"This is war, Flutterfright, people get hurt in war! It doesn't matter if it's two holidays duking it out or what!" Rainbow Death proclaimed.

Nightmare Moon nodded solemnly at that. "Hopefully Yuletide will stop spiking his eggnog with bleach and clear his nutty head before that happens. We may be creatures built for scaring and not harm, but we certainly can use our fangs if need be," she said, a hint of menace in her words. "I've got forces near every point on the map where incursion portals could be made. I've got your brother, Shadowed Armor in the north with the bulk of the army, Twilight, Admiral Bones in the Eastern Sea with the navy, General Dark Link with a pretty big force ready to go all guerrilla warfare on them in the Western Mountains, and get this: Queen Disolis and the Shadowlings are willing to keep the Bonelands clear for us!"

Twilight's mouth parted in awe. "Even after you beat her in that massive scare-off ten years ago?"

"Heh, never did forgive me for that," Nightmare Moon simpered, scratching the back of her head. "But yeah, when the chips are down, it seems she's willing to take a few punches for me. Doesn't matter if we've been a bit... estranged lately." She then shook her head, clearing her throat. "But anyway, have you two seen Slendermare slendering around anywhere?"

Another ding came from the elevator, the Eldritch Abomination and Dr. Whoovenstein trotting out of it, the latter with menace in his steps.

"Ugh, hello princess!" Dr. Whoovenstein grunted. "Not to be rude or dishonorable or anything, but WHY THE HECK HAVE YOU DRAGGED ME AWAY FROM MY EXPERIMENTS?! I'm a doctor, not a general, damnit!"

"Nice to see you too, doc," Nightmare Moon smirked.

"Yes, yes... you as well, I suppose. But I'll have you know you interrupted a most interesting dissection of a Felhound!"

Flutterfright let out a slight gasp at that.

"Ugh, it was dead BEFORE I found it, you worrisome vampire!" Dr. Whoovenstein growled.

"Hey, easy there, Doc," Rainbow Death said defensively. "It's just some experiment."

"Sorry, sorry..." he said Flutterfright's way, before twisting back to Rainbow and roaring, "BUT WAIT, JUST SOME EXPERIMENT?! By the drums, you ghouls are hopeless! No love for the sciences, except for Twilight here, maybe."

Twillight put on a slight smile. "Heh, thanks doctor."

"And the loco tripled..." the chupacabra muttered to himself, as Nightmare Moon turned to the Slendermare.

"And how are you doing, Slendermare?" she asked.

The Eldritch Abomination merely shrugged, as if to say 'so-so.'

Nightmare Moon took a deep breath. "Hoooo boy... well, I hate to say it, but your mood's about to turn from neutral to crap."

Dr. Whoovenstein lifted an eyebrow. "Speaking of which, as I asked before, what is the meaning of this meeting of yours?"

"It's… going to take a bit of explaining," Nightmare sighed. "But uh... first things first." She then grinned, before putting on a slightly pleading expression. "Would you mind if I call you by your first name the whole time?"

"What, Strangelove?" Dr. Whoovenstein said in a confused tone.

Nightmare Moon put on a wide grin. "Yes! Please please please please please?!" she  bounced.

"Ooo, I see where you're going with this!"  Pinkie joined in with pleading, shimmering eyes. "Please, doctor, can you let her?!"

Dr. Whoovenstein rolled his own, an exasperated look on his face. "Fine, whatever you want, you dichotomous balls of insanity!"

"YAAAAYYY!"

"Er, princess... the meeting," Twilight said, prodding her with a hoof. "Imminent invasion... disaster on our doorstep..."

Nightmare grinned sheepishly. "Er, yeah," she coughed. "Let's get this started." She gestured towards the various chairs sitting about the massive war table, her tone once again turning grim. "If you all could have a seat."

At that, Nightmare began explaining to the group what had happened. How they had been contacted by the Thank Luna realm, Woona's ponynapping (with a great deal of sorrow in her voice), and the defenses they had planned. The mood of the meeting seemed to turn from slightly unnerving to all but dark by the end of it.

"Alright... yeah... this doesn't sound good," Dr. Whoovenstein gulped.

"I was hoping you weren't going to say that..." Nightmare Moon sighed. "You once visited the Twinkling Realm, right? And you have an eye for technology... what kind of crap are we going to be dealing with?"

"Mmmm..." Dr. Whoovenstein said, squinting in thought. "Technologically advanced 'crap', my dear. The Hearth's Warming Eve world is a land of industry. Other than this... weapon Yuletide apparently has, they will likely have access to the modern technology the real world does. Steam-powered tanks, zeppelins... you name it, not to mention their magics. Though it's possible they might have even more horrible equipment at their disposal that I can't even dream of."

"Super de duper," Nightmare groaned. "Any way you could reverse-engineer any tech we find?"

"Does my counterpart get himself killed every cycle?!" Dr. Whoovenstein grinned confidently. "Of course. I'll reverse-engineer them and make them shinier... and deadlier than ever if you can get me the goods."

"Princess..." Scarity spoke up, her tone filled with worry. "Not to be brash, but why is it that you called us here? If it's all the same, I'd like to leave immediately to be with my family."

"Ditto," Applemoon said, shivering slightly. "We may be the Elements of Fear, but the Elements themselves are gone now, ain't they? What can we do? It'd be bows and arrows against the lightning if we tried to fight."

"Oh come on! We can totally kick flank if need be!" Death growled, twirling her scythe rapidly. "This scythe ain't just for show, ya know. And I'm sure those claws of yours could do some damage, Applemoon."

Nightmare Moon took a deep breath. "Don't worry, we'll get to that," she said in a slow, though reaffirming tone, before turning towards Slendermare. "But yeah, you're probably wondering why you're here, too. And the answer to that is simple: I need you to open the portal to Null Space."

Slendermare's tendrils, which had been twisting about in the air, suddenly froze at that, almost as if he were in shock.

"Yeah, I know you were exiled, but this is an emergency," Nightmare sighed. "The last time I went there to... drop off what I needed to, I was almost driven insane." She simpered slightly. "Well... more insane, that is." Her tone then turned serious again. "But yeah, you're the only ghoul who can take the craziness. I know what I'm asking of you is a big favor, and you've always been an honored member of the Nightmare Realm... but the asset that lies in Cthulhu's care is going to be needed, savvy?"

Slendermare stood motionless for a second, before giving a slow nod.

"And this is why everyghoul loves you, Slendermare," Nightmare Moon smiled.

"Seriously though, he should have his own sitcom! Everyghoul loves Slendermare!” Pinkie beamed, before gazing at Nightmare quizzically. "But uh...what's in Null Space that's so important?"

Nightmare Moon remained silent for a moment, before slowly beginning to open her mouth, only for-

"Night Princess!" a somewhat distorted voice called, one with a Highlander accent, and this time from the center of the table. To the group's shock, standing there appeared to be a magical hologram of a skeletal, eye-patch wearing seaghoul, two red orbs for eyes glowing brightly in his skull’s empty sockets.

"Admiral Bones?" Nightmare said. "What's going on? Have you-"

"A portal has just opened up right in the middle of our bloody fleet!" the admiral growled. "We lost two ships to its energies, but we managed to save the crews!"

Twilight shivered slightly. Noghoul in the Nightmare Realm liked to take themselves seriously, for various reasons. They were, after all, not 'real', or so it seemed. Just creatures of a holiday. However, the tone of the admiral's voice was nothing if not grim.

"We should still be ready to gut the bastards when they come through, though!" the admiral continued. "I don't know why they opened a portal over water, but it was a good call moving the fleet into position either way!"

"I'm sorry about your ships, admiral, but thank you," Nightmare Moon nodded solemnly.

"Oi, watch it lad, don't over-pack that cannon or you're gonna be a pile of bones!" the admiral growled to the side, before facing Nightmare Moon again. "Anyway, the portal's starting to twirl something fierce! Something's about to come through, I think. Hang on-" He then looked away again. "You there! Flag the fleet to prepare to fire! We'll catch the bastards with their stockings down! Ain't no bloody milk and cookies in the Nightmare Realm!”

He then paused, the group sitting silently as they stared at him. Suddenly, he glanced to the side, his red orbs for eyes narrowing.

"Oh holy night..." he gasped.

"What? What is it admiral?" Nightmare asked in a worried tone.

"OPEN FIRE! *RIP THAT TIN CAN OPEN!.!.!*" the admiral roared.

There were a series of loud thunder cracks, the rumble of what seemed to be a thousand cannons discharging filling the room. Flutterfright and Moonwalker winced at the sound.

The admiral then turned back towards Nightmare, panic in his eyes. "Crap just hit the scythe! And here I thought we were dealin' with bloomin' wooden elf ships or something! They have some sort of tripod-like machine... wicked, massive looking thing-" He paused for a second. "Oh great, now there's two of em!" He turned away again, calling to the side again: "Yeah I know it's bloody takin' the shots! Keep hittin' it! It'll crack!"

"Admiral? Do you want to cut this call so you can concentrate?" Nightmare said, somehow keeping her voice placid. "Jeez, Yuletide is not messing around..."

"Negative! You should be advised on the situation! And it's a situation turnin' to crap! Things got some sort of beam-like weapon! The Thunderchild was just hit by it, but it didn't take any damage. Crew is either dead or unconscious-" He turned away again before roaring, "KEEP SHOOTIN' OR I'LL FIRE YOU OUT OF THE CANNON MYSELF!" He then gave a gulp. "Oh lord... now it's spreadin'- it's spreadin' some sort of black smoke-" His eyes suddenly widened again. "OH HELL- ALL HANDS, BRACE FOR-

The room let forth a series of gasps as the admiral fell to the ground, though for some reason, the hologram continued to flicker... as a black smoke slowly trickled into view of it.

"Admiral!" Nightmare Moon screamed.

"I-Is he going to be alright?" Flutterfright whimpered.

"Like heck he is! We gotta do something!" Rainbow growled, her eyes narrowing as she fluttered angrily out of her chair.

"Hang on, Rainbow... do you sense anything dying in the Nightmare Realms?" Nightmare Moon asked her.

"No more deaths than the usual..." Rainbow said, raising an eyebrow. "I think that beam he was talking about really does only knock people unconscious."

And as she finished, a voice that sent shivers down even Rainbow’s spine made itself known.

"Nightmare Moon..." the admiral's limp, skeletal body suddenly droned as it slowly rose to its feet, its red orbs for eyes turned green. "It was ill-advised to offer resistance to us.”

"And it was ill-advised to invade us!" Nightmare Moon growled, her eyes narrowing. "We have more than just ships ready for you, you know! And I'm friends with the princesses of the real world! If I need to, I'll get them-"

"The real world does not need to get involved in this. And we will see that it doesn't. It is the only thing that is relevant, however. While you are not. You will all be assimilated. Resistance is-"

"Yeah, I get it! Resistance is futile!" Nightmare said, sorrow joining anger in her tone. "But you know what? We will resist you until the last ghoul! Because while we may just be creatures of a holiday, one that the other side only cares about one day a cycle, we're still individual beings! We have lives, goals, and now, thanks to my student, we're having more fun than ever! We're not about to join some freaky hive-mind simply for the other side's benefit! If it's even a benefit at all! Because that's your goal, right?!"

The ‘admiral’ nodded. "Your assumption is correct. We are doing this for the real world's benefit. As their technological levels increase, they risk developing weapons of mass destruction that can bring liability to their existences. Harmony will ensure their survival into the far future. That is the purpose of Hearth's Warming Eve... to remind them of what happens when they stop fearing chaos and hate. They matter, while you do not. And neither do we, save for our purpose. None of us are real."

"We're real enough!" Nightmare Moon shouted, almost in a pleading tone as she glanced away from him. "And so are you! We think therefore we are! Though in your case, I'm not so sure about the former!"

"You tell em', Princess!" Rainbow Death cheered.

"Yeah! We're plenty real! The Maretrix can suck it!" Pinkie shouted.

"And if you try to land a hoof on Derpy, I will end you," Dr. Whoovenstein growled, his eyes narrowing. "This is not a threat that should be taken lightly."

Twilight, however, glanced away from ‘Harmony’, her ears sagging ever-so-slightly. "Do we even matter, though? He's right... we're just creatures of a holiday..."

Rainbow shook her head, throwing a stern expression her way.

"We still have our own world, though, Twilight, and our own lives. That's what matters," she said, smiling. "And I have you." She then turned towards the 'admiral', before roaring, "You hear that?! We're plenty real, damnit, and we deserve to exist as more than just slaves, just as anyone on the other side does! And besides, without the Nightmare Realm, there would be no Grim Reaper! Who's going to escort souls, huh?! You?!"

'Harmony' merely continued to stare at them, its face as blank and emotionless as ever. "Your words are as meaningless as your lives. And consider this: without the real world, you wouldn't even have them. Their preservation shall be made top priority. Prepare yourselves to serve a greater cause. This transmission is now complete. Good tidings to you."

The hologram blipped off.

Nightmare Moon stared at the spot where the hologram was, her mouth parted. The room remained silent for a second more, before a certain chupacabra opened his mouth with:

"Whelp, anyone else but me think we're kind of screwed? Who's up for a doomsday fiesta!"

"I'M DOWN!" Pinkie beamed, bouncing.

"Ugh, chill out everyghoul!" Nightmare groaned. "We still have a good shot of beating them." She then turned towards the Elements of Fear, taking a deep breath, and glancing at Applemoon in particular. "But for that, I'm going to need you six to be strong for me, alright? Applemoon, earlier you said we didn't have the actual Elements of Fear anymore, that being the artifacts themselves. Well, it's time to change that.” She took another deep breath. “You see, after you six used them against the... the entity in Terrorsville, it was agreed by the various holiday world leaders that they be split between the realms because of the power they can wield. However, I don't know exactly where all of them were moved to once in their respected realms, and that's where you all come in."

She nodded towards Slendermare. "Fortunately, one's currently in Null Space, which Slendermare is going to retrieve for us, if he can. Cthulhu should know where it is. And even better, there are two others right here in Necropolis." She then lifted a hoof, sighing. "However, the other three... are going to be a bit more difficult to nab."

"We can do it, princess!" Twilight said, her eyes narrowing in resolve. "You can count on us!"

"I knew you'd say that..." Nightmare said sorrowfully. "And sometimes I wish you were more of a coward, Twilight..."

"None of us are!" Rainbow said proudly, nodding towards her friends. "If we can help you, we will!"

"Darn tootin'," Applemoon smiled.

"For Edeathstria, I will do what I must to retrieve them!" Scarity said in a determined tone.

"I-I'll try my best," Flutterfright squeaked.

"You see? We got this!" Rainbow grinned. "You have my scythe!"

"And my horn!" Twilight beamed.

"AND MY AXE!" Pinkie giggled, summoning a massive battle-axe out of dreamspace.

A prouder smile couldn't come to Nightmare's face, though it still held a hint of guilt. "Determination will be a key to success of this; I'm glad you all have it, for the other three Elements will be a bit more difficult to retrieve. Though you should be able to 'sense' their presence when you near them, going into the worlds where they lie... will not be easy." Her eyes then narrowed. "For in all but one the enemy now occupies." She then turned to Twilight. "I know you can do this, though. You often wonder why I sent you to Terrorsville, don't you? Well the answer to that is simple: I knew the entity was coming, and I knew the six of you were the Elements of Fear before you even knew yourselves. I knew you could beat him… even if it was at a high cost."

The room remained silent at that, baffled expressions filling the six Elements’ faces mixed with a few others. Rainbow seemed to smile slightly. Flutterfright shivered. And Twilight… Twilight’s eyes were ones of the past.

Let’s do the time warp, baby.

Let's Do the Time Warp

"Aren't you cold... little child of darkness? Aren't you cold...?"

There was no such thing as the present, really, at least not to Twilight Soulshard most of the dead portion of her 'life.' She existed in memories, particularly in one three years past from where she sat now. It haunted dreams of wake, in her dreams of sleep. And only recently had it been put to rest by Death herself.

"I would be if I were in your shoes. For your purpose, like mine, is singular: unfortunate though it may be. Though I wonder how it would feel if that purpose might as well be only to exist... It makes me sad, really, and I'm not just saying this to spite you. I genuinely feel bad for you all, just like I genuinely feel bad for the real world as well."

However, when the topic was brought up, she couldn't help but remember her first experience with Terrorsville. An experience that should have been nothing if not fun. Though unfortunately, that idea turned into nothing but a joke, for multiple reasons. Though oddly enough, one of those reasons came completely out of left field… from an entity without a name.

"W-Who are you?"

"Me? Oh just an old, travelling priest, miss… with one goal: I am the punisher of the wicked in life. And for that I'll be the breeze that blows cold at night. And you know, though I hate to say it, you, Twilight Soulshard, are a sinner. Oh yes… you are indeed. In fact, you and your kind are guilty of one of the seven deadliest: that being Sloth. That makes you a disease. And every disease... has a cure. Hehehehe.... *HAHAHAHAHA!.!.!** PLEASED TO MEET YOU, DARLIN'! CAN YOU GUESS MY NAME!?!? HOOOOOOO HAHAHAHAHAHA!.!.!.!"*

The coldest being she would ever meet. Back when she was still alive...

☼☼☼

Three years prior...

"Uggggggh!" Soulshard grumbled, searching through another row of books at the Royal Necropolis Library, reading off their names one by one:

"How to Tame Your Bone Dragon, Felhounds: Advanced Hunting Tactics, How to Cook Bat-Toe Stew and More Horrid Recipes, Necromancy Volume II: Semi-Sentient Dead for Newbs, Scaring Without Shock Horror: Advanced Fear Tactics, Hell's Kitchen: Cooking with King Ramsey III, a Mummy's Delight, Slendermare's Guide to Fear: Hiding in Plain Sight...."

A few more later, Twilight brought two, living hooves to cover her face, letting forth another disgruntled groan. "Seriously... are there any books in this wing that aren't same ole same ole?! Something interesting... something about the other side, maybe? It's all so monotonous!"

She then took a deep sigh, trotting over to sit down upon a nearby chair made completely out of bones, bringing a hoof to her chin in a thinker's pose. "That's all we're about, though, really... when it comes down to it. Scaring, reading up on how to scare better, and making sure nothing gets in the way of scaring... calling ghouls one-tracked would be an understatement."

She then rolled her eyes, lifting herself out of her seat. “Meh… I guess I could always try doing some personal experiments myself for progress’ sake. That might help.” She then sulked her head again. “Oh wait… I can’t find any books relating to progress! The only ghoul who knows anything about that is that Dr. Whoovenstein guy! And he… he doesn’t really do anything except try to create monsters half the time… Ugh…”

Before she could rant any further, however, a voice interrupted her.

"Hey Twilight!"

Twilight slowly turned her head, her 'normal', purple sapphires for eyes gazing upon a tiny bone dragon. "Oh uh... hey Spike."

Spike gave her a slightly hurt look. “Wah? Shouldn’t you be all like: ‘Hey Spike, how come you’re not still snoozing?! It’s so awesome to see you!’”

Twilight cracked a smile. “Heh, sorry Spike. I’m just in a lousy mood. How are you up so early, anyway?”

The bone dragon gave a toothy grin, his red orbs for eyes filled with excitement. "Turns out my magic charges a little quicker than I thought! I'll have a little more time every year to chill with you before I gotta sleep again! Just wish they had a better way to wake me up, though... it takes them like a month." He then gave a grunt. "You know, I wish they could find that sword I was linked to: Frostborne or something... would totally help a bit." He then gave a little shrug, his smile returning. "Ah well, but yeah, they're letting me burn down a few vacant houses in the countryside! Wanna come with? It should be totally wicked!"

Twilight glanced away from him.

"Er, I'd love to Spike..." she said, a bored tone barely seeping out of her words. "But uh... I'm not really-"

"No need to explain," Spike said with an understanding smile. "I know you're going all out getting prepped for your first Nightmare Night where you actually get to go to the other side, right? ZOMBIE APOCALYPSE, BABY!"

"Heh, yep... should be... totally wretched," Twilight said with a hint of sorrow.

"It'll be so awesome! The zombies will be all like: 'BRAIIIIINSSSS'... and the ponies will be all like: 'oh my gosh we should have read the Zombie Survival Guide but we only read World War Z! Oh noooooo...'"

"Yeaahhh..." Twilight said slowly, glancing away from him again.

Spike threw her a blank look at that. "Alright... it's something more than that, isn't it? What's up?"

Twilight took a deep breath. "No offense, Spike... but you spend all year sleeping. You don't... see as much as I do. I doubt you'd understand..."

"Oh man... something really is up, isn't it?" Spike asked, tilting his head. He then put on a cocky smirk. "Try me, though, I can do the whole empathy thing!"

Twilight shut her eyes, wincing, before shuddering forth:

"It's just... do you ever feel that our kind... have no other purpose than to scare? It's not that I'm bored of it, I love scaring! But... I just feel like... like we don't mean anything. We're just beings of a holiday... nothing changes, nothing grows...”

“What do you mean by that?” Spike asked, quirking an eyebrow.

Twilight squinted in thought for a second, before continuing with, “Alright, for example: when was the last time a major reform in Edeathstria came about? When some new technological development came by our hooves?"

Spike moved his eyes to the side in thought, before giving a shrug.

"The answer to that is never," Twilight continued. "Not once in its history have we done anything different... had any other ambition or purpose... we're just stagnant beings floating, but not paddling in the sea of time. And the worst part is: I don't think our nature can even permit that sort of thing."

She then took a deep breath, before beginning to sing:

"When I was just a filly,

I'd find the notion kind of silly,

That we should have more than just a scream.

I took a shot at the Dark Arts,

Though raising dead was just a start,

When our goddess came and smiled upon me!

Though cold and distant she could be,

Eventually we'd both come to see...

That she was my other mother,

Who lived forever!

And whether she liked it or not,

I'd learn much more than what she taught.

That a circle was all we'd be,

From here to eternity.

That we're nothing more than waking dreams,

A far cry from reality.

It hit me more than I realized...

So it seems..."

A sorrowful frown came to her as she finished, tilting her head downward.

"Shoot, Twilight... I never knew you felt that way," Spike said, frowning sympathetically. "We could... try doing something else beside scaring, you know."

"Na... that's not what's bothering me," Twilight said, squinting in thought. "It's just... I wish we had a greater purpose, you know what I mean?"

Spike nodded. “Yeah, I get what you’re saying, I suppose.”

Twilight gave another sigh, before cracking a light smile. "But it's alright, I guess. At least I'll still have scaring to keep my occupied! At least that never gets old!"

"Heck yeah it doesn't!" Spike grinned. "Come on, Twilight. Let me go show you the art of pyromaniacy... hehehe..."

"Er, sorry chico, but you might need to put a hold on that," another new voice called.

Twilight raised an eyebrow, turning to meet a certain chupacabra.

"Bloodfang? What's up?"

"Heyo!" he grinned, before throwing her an apologetic smile. "But yeah, no time to talk. The princess needs to see you immediately. Says it's important." He gestured towards the entrance of the library. "Come on, I'll walk you to her."

Twilight and Spike glanced at each other, raising eyebrows, before following him out of the library and into the adjacent hall.

☼☼☼

The throne room of Princess Nightmare Moon was a place personified by a single, organ-driven song that rang through it, it being nothing if but gothic. A single, black carpet stretched all the way from the entrance, statues of gargoyles lacing its sides, to a simplistic, onyx throne that cried for eternity. Upon it sat Nightmare Moon, slumped in a bored, thinker's pose, as a beam of moonlight shined down upon her.

"Hail to the night, Princess of Eventide!" Twilight said upon approaching her, giving a heavy bow.

"Twilight Soulshard, my wretched student..." Nightmare Moon said in a low, gravelly tone, her eyes flickering black as she looked upon her. "It is good to see you, though I must ask that you rise to meet my eyes.... for the time has come..."

"Nightmare Night?" Twilight smiled hopefully.

"No..." Nightmare Moon slowly, her expression as cold as ice. "You would not understand... not until you hear it.” She then quirked an eyebrow. “Tell me, my wretched student... do you feel... perky?"

Twilight took a deep breath, glancing away from her. "Actually, I've been feeling a little down in the dumps lately..."

Nightmare Moon raised a concerned eyebrow, though she quickly lowered it, before smiling slightly. "Then perhaps I have a medicine for you..."

Twilight raised her eyebrows. "Oh, what's that?"

"I told you the time has come... and now it's time I tell you what that is." She cleared her throat, before announcing in a bombastic tone: "BRACE YOURSELF, TWILIGHT! FOR IT'S TIME FOR THE PERCOLATOR!"

Suddenly, as Spike and Twilight's eyes widened, a new song began blasting through the palace:

"It's time for the percolator!

It's time for the percolator!

It's time for the percolator!"

"Hahahaha!" Nightmare Moon giggled, bouncing off her throne to give Twilight a warm hug.  "Sorry, couldn't resist. I love doing that!"

Twilight rolled her eyes. “And here I thought someghoul died… well, for good, that is.”

Spike cracked a smile. "Heh. You know, you were never this goofy years ago, princess."

"Yeah well, times change... as well as students," Nightmare said, smiling warmly down upon Twilight, before taking a deep, somewhat remorseful breath. "However, I'm afraid I might not be able to spend Nightmare Night scaring with you, Twilight..."

"Huh?" Twilight said, lowering her eyebrows. "Are you taking the year off or something?"

Nightmare Moon chuckled at that. "Naw, of course not! I wouldn't miss Nightmare Night for anything! It's just... I have a very special assignment for you to carry forth."

At that, her horn began to glow a bright purple, a hologram of small town coming into view. It was a quaint little place, with a variety of buildings in sight. She could see a pulsating, veiny, organic mass that was its town hall, a wicked candy shop named 'Sourcube Corner' decorated in various pieces of sour 'candy', and a strange fashion shop labeled 'Carousel Botique', which Twilight guessed housed the same number of ghostly garments most fashion shops did: tattered, gray dresses, vampiric, black and red cloaks complete with capes: you name it.

"Ever hear of Terrorsville?" Nightmare Moon asked. "It's a wicked little town sitting about thirty miles from Necropolis, across the Great River of Blood and through the Everdead and Everlost woodlands. And it just so happens to house many of the ghouls who carry forth direct scaring in the real world on Nightmare Night, it being so close to the portals obelisk: the Temple of the Doors."

"Great!" Twilight smiled merrily. "So, do you want me to go and hang out there until then or something?"

"Actually...." Nightmare Moon said, raising a hoof with a slight smirk. "I want you to go and lead them during Nightmare Night." She then sat up from her throne, beginning to pace about the hall. "In all my years as princess of this wretched land, I have never seen more potential in a task master before. And I don't just say this to bolster anyone's ego." She then turned towards Twilight again, taking a deep breath this time. "They're good on their own, but with your help: I'm sure they can make this Nightmare Night one to remember.” She then put on a hopeful smile. “So... what do you say?"

Twilight's eyes widened.

"Wow... I'm not sure what to say," she said in disbelief, shaking her head. "This is a pretty big honor you're handing me!"

Nightmare Moon closed her eyes, facing away from her and sighing forth, "Yes... it is..." She then twirled about, a hint of a forced, perky grin on her face. "So, how about it?! Ready to prove to yourself what you're capable of?!"

Spike turned Twilight’s way, grinning. "This is a pretty big task... but it'd be a pretty darn cool one! I’m down to lend a claw!"

Twilight's face remained contorted in thought a brief moment more, before a broad smile formed on it. She then announced:

"You know what? I am down! This sounds like it could actually be sort of fun!"

"That's the spirit!" Nightmare Moon beamed, flinging herself into the air, though again... with a hint of a false smile. "Now, go and bring forth the night!" She then gestured towards the entrance of the throne room. "There will be a zeppelin waiting to take you to Terrorsville in the main port, and Bloodfang will fill you in on the details before you go."

"Right on!" Spike cheered

"I won’t let you down, Princess!" Twilight said, her eyes narrowing in determination. "Just like you've never let me down before! It'll be the most horrible Nightmare Night ever! Come on Spike, let's get going!"

And with that, the two turned and made haste out of the throne room, the two laughing maniacally the whole way.

"BUAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!.!.!"

"Good luck, my horrid, slightly evil student!" Nightmare Moon called, waving.

Once they were out of view, however, Nightmare Moon collapsed upon the floor, a few tears rapidly forming in her eyes, shimmering brilliantly in the moonlight.

"You'll need it..."

☼☼☼

"Spike... we're not doing it."

"Oh come on, Twilight! It'll be awesome! Call it sky diving for ghouls with a pair!"

"Yeah, but unlike you, I don't have wings! I also happen to be a girl, and you happen to be a skeleton! I am content not becoming street pizza, thank you!"

"But you have your levitation power thingy!"

"Yeah, but I'm not confident I can-"

"Pleeeeeeeaaaase!"

"SPIKE, I AM NOT JUMPING OUT OF THE ZEPPELIN!"

At the entrance to the passenger bay hanging off a massive air beast, Twilight and Spike argued through the end of their journey, which wouldn't be much longer. The zeppelin was just about to land on the far side of Terrorsville, which it was currently passing over. And a moment later, it did so, Twilight and Spike just about leaping out of it.

"Thank goodness, I thought that trip was going to take forever!" Twilight cried, glaring at the zeppelins primitive-looking steam-driven propellers. "You know, I've read that the real world has steam engines that are twenty times more efficient than ours. And that just reinforces my point! You see what I mean, Spike? If we had a bit more technical proficiency we could make some-"

She glanced towards the dragon, only to notice he had fluttered ahead towards a massive group of ghouls gathered near Terrorsville Town Hall.

"-Vast improvements," Twilight said, grunting in annoyance as she sweat-dropped.

However, her train of thought was soon broken as she approached the crowd of ghouls, one of them in particular taking the lead in a song that was finishing up: her with a rainbow colored mane and wearing a black, rancid smelling cloak.

Not that Twilight minded at all.

"What's going on?" Twilight asked Spike, lifting an eyebrow.

He turned to face her. "Oh, apparently it's a Terrorsville tradition. They always kick off the week before Nightmare Night with some crazy musical number. Give it a listen!"

Before she could, however, the song came to a close, the crowd giving a massive 'awwwww.....'

"Whelp, so much for that," Twilight grunted, rolling her eyes. "We should be prepping for Nightmare Night anyway, not singing songs-"

"No worries, everypony," the rainbow haired mare called, grinning wickedly to the crowd. "Who's ready for take two?! Let's bring down the thunder again, baby!"

"Woooooo yeah! Let's do it, Rainbow!" a pink pony cheered, her with a strange, brown fedora on her head and two metal-claw like devices on her frontal hooves.

"It may not be country, but it's good enough! I'm in!" a very furry lycan pony called from nearby, her wearing a small cowgirl hat upon her head.

"Alright, take it away, Dr. Whoovenstein! Vinyl Screech!" 'Rainbow' called, before nodding towards a nearby white, vampiric pony with a backwards baseball cap upon her head, and a wicked, black electric guitar in her hooves.

"You got it, baby! Let's make this town rumble! BEEEEYA!" 'Vinyl' grinned, a manic look in her eyes.

"Oh god..." Twilight grumbled, face-hoofing.

"WOOO YEAH! LET'S FRIGGIN' DO IT! PLAY FREEBIRD!" Spike cheered.

"SPIKE!" Twilight hissed.

“Oh come on, Twilight. This song seems pretty awesome!” Spike grinned.

Twilight sat on her rump, folding her arms. “Fine… one song, but that’s it,” she groaned.

At that, Dr. Whoovenstein cleared his throat.

"And so it begins! BY THE DRUMS, LET'S DO THIS!" he called, smiling broadly.

"HECK YEAH!" town cheered, Vinyl starting the song off with a wailing chord from her guitar, before Dr. Whoovenstein began with:

"It's astounding...

Time is... fleeting.

Madness... takes its toll!

But listen closely..."

"Not for very much longer..." Twilight grumbled.

"I've got to... keep control.

For I remember...

Doing the night warp!

Loving... the cycle's end!

When the blackness would take us-

"And show how to make us-

"BRING DOWN THE THUNDER AGAIN!"

"BRING DOWN THE THUNDER AGAIN!.!.!.!"

"I'm starting to regret not jumping out of the zeppelin..." Twilight moaned.

"Oh come on, Twilight. It might be a little cheesy, but who cares? It's called getting pumped up!" Spike smirked. "Come on, you should be taking notes! You may be a good task-master, but you've never really been a... people person."

"Fine, whatever," Twilight grunted, glancing back at the musical number, before mumbling, "Pffft... people person! I can be a people person!"

"It's just a skip through the woods,"

"And through the portal of light!"

"Then you show them the goods,"

"AND BRING FORTH THE NIGHT!.!.!

It's just a cosmic thrust!

That'll drive every party INSAAAAAAAAAANE!.!.!

"BRING DOWN THE THUNDER AGAIN!"

"BRING DOWN THE THUNDER AGAIN!.!.!.!"

At that, a ghostly ghoul with brilliant, purple twisting hair joined in with:

"Let us dream then...

May fantasy free them!

Our talents may yet lend,

A key to triviality’s end!"

"In another dimension!"

"With no evil intention!"

"While secluded... we'll make boredom fall!

"With a bit of the right tone,"

"You're into the Twilight Zone!"

"And nothing... can ever be the same."

"You're spaced out on sensation!"

"LIKE YOU'RE UNDER SEDATION!"

"BRING DOWN THE THUNDER AGAIN!"

"BRING DOWN THE THUNDER AGAIN!.!.!.!"

"Well I was walking through a dream,

Just havin’ a think,

Through Elm’s Street gleam,

Teachin’ ponies not to blink!

Then it came to me,

Took me by surprise,

That there wasn’t just horror,

In everypony’s eyes!

They stared at me and I felt a change,

Scarin’ can be fun and not just deranged!"

"BRING DOWN THE THUNDER AGAIN!"

"BRING DOWN THE THUNDER AGAIN!.!.!.!"

With one last brilliant chord, Vinyl ended the song, laughing hysterically along with the rest of the town. Even Twilight cracked a smile at the end of it.

"Hah! I see that little smile of yours, miss smiley!" Spike said, smirking.

"Fine, fine," Twilight said, rolling her eyes. "This might still be fun after all, even if everyghoul in this town is crazy!"

Spike's smirk widened. "You know you love it."

Twilight took a deep breath.

"Heh... alright, you got me: I know it's going to be fun," she smiled.

Black Ice

"Alright, so what's first on our big list of doom, Spike?" Twilight said, turning towards him as the group near town center began to disperse.

"Uhh... you have the list, Twi," Spike said, lifting an eyebrow.

"Oh uh... heh, right," Twilight chuckled nervously to herself, levitating a small parchment out of her travelling bag, bringing it before her face, and reading it over. "Right... says here we need to find a ghoul named Rainbow Death. Apparently, she's the newest grim reaper."

Spike's eyes widened in delight. "Oooo, far out! We get to meet the new Death?" He then quirked an eyebrow. "What happened to the old one, though?"

A beat.

"Oh uh... he died," Twilight said bluntly.

Spike blinked. "Oh."

"Yep."

"Wow... I didn't know Death could do that..." He then gave a chuckle. "I totally want to see his hedge-stone now, though. 'Here Lies Death.' Thanks, captain obvious!"

"Yuh huh," Twilight said, rolling her eyes. "But yeah... the ghoul who was singing was named Rainbow... where did she ge to off to-"

A voice then called from behind her, Twilight quickly turning to meet a certain grinning, black-eyed figure.

"Heyo! Someghoul need somethin' from me?"

"Er, yeah," Twilight smiled, waving. "Hi, I'm Twilight Soulshard, and this is Spike."

"Hey there," Spike said, smiling. "It's an honor to meet you."

Rainbow squinted slightly upon seeing him, quirking her head. "Hey... I know you. Aren't you the bone dragon who charges the portal to the other side every year?"

"At your service," he winked.

"Heh, then the feeling's mutual," Rainbow smiled.

"Anyway," Twilight butted in. "Are you the same Rainbow who happens to be the new grim reaper?"

Rainbow smirked slightly, chuckling. "What gave it away? Was it the scythe?" A cocky grin then overtook her smirk. "Or am I that famous already?"

Twilight cleared her throat. "Well uh..."

"We didn't really know there was a new grim reaper until like five seconds ago," Spike said bluntly.

"SPIKE!" Twilight hissed.

Spike sulked his head slightly. "Hey! Sorry... I'm just saying..."

Rainbow gave a tremendous frown. "Oh, what the heck!? I break all the soul reaping records and there isn't any recognition?!"

"Soul reaping records?" Twilight said, raising an eyebrow.

"Yeah!" Rainbow beamed, before giving an evil chuckle. "I'm officially the fastest reaper on record! I can get souls out of the ole' body and to the golden gates faster than you can say 'oh crap! Why did my pulse just stop?!' I'm glad, too. I mean who wants to stick around in their bodies too long after they die!? Pfffft... boring!"

"That's why... ya gotta go fast?" Spike asked.

Rainbow's grin returned. "Darned straight. Let me spell it out for ya!"

She then took a deep breath, still grinning, before singing:

"Gotta go fast!

Gotta go fast!

Gotta go faster faster faster-faster-faster!

Reaping at the speed of sound!

Send those bodies in the ground!

Got yourself a decapitation?

It's time for eternal relaxation!

Without any hesitation,

You'll be glad if you're in for cremation!

Don't blink!

Don't think!

Just go go go go-gogogogogogo-"

"OK!" Twilight shouted, taking a deep breath afterward as Rainbow paused, a goofy smile on her face. "I'm happy for you! And for the souls you reap... But uh... have you been advised on what the grim reaper's job is on Nightmare Night?"

"Huh? Other than scaring?" Rainbow asked, quirking her head, her smile still on her face.

Twilight shook her head. "During Nightmare Night, it has been statistically proven in the official Big Book of Deaths and Morbidity that heart attacks increase nearly fifty-five percent. That... could be sort of a problem. Therefore, it's the grim reaper's job to revive people if they suffer any ghoul-related ailment."

Rainbow's eyes widened. "What?! Are you serious?! That's just- that's just unnatural! Ugh, it sounds like something some sort of necromancer would call for-"

Twilight narrowed her eyes. "I am a necromancer."

Rainbow rolled her eyes. "And that explains it." She then turned to Spike. "Let me guess, she brought you back from the dead, didn't she?"

"Actually, no," Spike said, shaking his head. "Unless she's a time traveler. I'm about two thousand years old, not even counting my time as a regular dragon. Getty up, younglins'."

Death's jaw dropped. "Woah... and you don't look a day past decomposition!"

"Heh, thanks," Spike chirped, smiling brightly.

Twilight then raised a suspicious eyebrow. "So yeah... you are going to carry out the-"

"Yeah, I'll carry out this stupid task," Rainbow growled, glancing away from her with her arms folded. "They didn't say anything about this in the academy... bah! Friggin' bullcrap."

"Right... I'll just... leave you to ponder that," Twilight said slowly, trotting away from her, as Rainbow continued to rant.

"Next thing you know they won't let me sing 'Always Look on the Bright Side of Death' when I escort souls! Like death is a bad thing... hmph."

At that, Spike caught up to Twilight.

"Haha, I like her," he smiled, fluttering by her side. "She seems pretty... feisty."

"Yeah... feisty is one word for it," Twilight groaned, before pulling back out her list. "Alright, we're supposed to find someghoul named Applemoon next... apparently, she's primarch of the biggest werewolf family here."

Spike raised a curious eyebrow, a large throng of voices singing something nearby, as Twilight continued to ponder.

"Hmmmm... now where could we find them?" she said, scratching her head.

Spike chuckled slightly, prodding her, before pointing in a particular direction. "Open your ears, Twi."

Twilight lowered her eyebrows, before glancing towards a large pack of were-ponies who were moving merily through town, singing:

Aaahoo!

Werewolves a'thunder!

Aaahoo!

Werewolves a'thunder!

Aaahoo!

Ya hear him howlin' around your kitchen door,

Ya better not let them in,

Little old lady got bit late last night!

Werewolves a'thunder again!"

"Perfect!" Twilight chirped, scurrying over to them and standing in front of the same ghoul with the cowgirl hat she had seen from earlier. The group of werewolves halted in their treks, their yellow eyes gazing upon her with a mix of mistrust and curiosity.

"Er, hi," Twilight said sheepishly. "I'm looking for a ghoul named Applemoon. Do any of you know her-"

"Howdy, pardner. That'd be me," the one in the cowgirl hat spoke up, smiling merrily. "What can I help ya with?"

"Oh, uh- I'm Twilight Soulshard. I've been sent by Nightmare Moon to uh... help prepare for Nightmare Night. I was wondering if I could have a word with you for a second."

"Mmmm... I dunno," Applemoon said, yawning, and glancing towards a particularly foggy night sky. "With that fog n' everything, I'm feelin' mighty tired without the moon on me. Could it wait until the lighter evenin'?"

"Well... I was hoping to get er' done now," Twilight said, smiling brightly at her choice of words.

The group of werewolves glared at her.

"Oh uh..." Twilight said, gulping. "I mean... lasso it in now!"

The glare continued.

"Not even a necromancer could revive this dead situation," Spike muttered to himself.

☼☼☼

Somewhere else in Edeathstria, Bloodfang made a drum and cymbal crash on his drumset.

"Hahahaha! I'll be here all eternal night," Nightmare Moon grinned, standing beside him. "So, what's the deal with zeppelin food?"

☼☼☼

Back in Terrorsville, Twilight winced as twenty yellow, glowing eyes pierced her. "Oh shoot..."

"Easy there, y'all," Applemoon said, glancing at them with a bemused expression. "She's just new in town n' tryin' to fit in." She then turned back to Twilight. "That right, sourcube?"

Twilight quickly nodded. "Y-Yeah, very new. In fact, I come from Necropolis," she stated.

"Mph... big shot city slicker comin' to call the shots, huh?" a particularly large werewolf said, scowling. "I heard ya talkin' to the lil bone dragon earlier. We don't need no leader, ya hear? We're good on our own!"

"Keep it cool, Big Mac," Applemoon chuckled, before turning back to Twi. "But is it true? Were you sent to lead us?"

Twilight blinked. "W-Well... I'm under the princess' orders. You see-"

The group of werewolves gave a terrific cackle.

"This little thing's gonna be callin' the shots?! Hahaha! Next thing ya know a vampire might actually win an arm wrestling competition with one of us!"

"Yeah! Like Big Mac said, we don't need a leader! Why don't ya head back to yur big fancy city and leave the scarin' to us!"

Spike narrowed his eyes. "Hey, come on! It's not like she's being smug about it! Give her a chance!"

"Er, yeah..." Applemoon said, turning back to Twilight. "Listen, sourcube... my family's just tired..." She then leaned close to her, whispering, "N' you know grouchy lycan can be when they're tired... why don't we put this meetin' off til later, alright?"

At that, Applemoon nodded to her family before leading them away towards a massive, rotten apple farm on the far side of town.

"Wait!" Twilight called, her horn beginning to glow a bright purple. "You said some moon light would energize you, right?"

"That n' a good whiskey, maybe," Applemoon said, turning back towards her and nodding.

Twilight's eyes narrowed. "Then let there be light!" she roared, a massive sheet of purple shooting out of her horn and piercing the fog above, making a massive hole for the moon's light to peak through.

The group of werewolves seemed to be awe-struck, their eyes widening, before slow, relaxed smiles began spreading over their faces.

"Hehe, well I'll be. Looks like our town's got a regular magician," Applemoon smiled, basking in the light of the moon. She then nodded towards Twilight. "Alright then, I'll hear ya out. Watcha got to say to me?"

Twilight took a deep breath, smiling warmly. "Thank you. So yeah, first thing is, how many of your kin do you think are going to be going through the gates this year..."

☼☼☼

"Alright! That went smoothly," Twilight beamed to Spike a good half-an-hour later, who nodded back. "Now, we just need to find a ghoul named Pinkie Slice."

"Pinkie... Slice," Spike said, smirking. "I'm liking the sound of her name."

"Ooooo, ya do?!" a voice chirped from behind Twilight, her immediately twirling about to face the fedora wearing, completely furless, burnt ghoul from earlier. "Hehehe... oh yes," she cackled. "New meat..."

At that, she pivoted about, before galloping away, insane laughter following in her wake.

Spike and Twilight sweat-dropped. "Well... that was awkward," the former said.

"I suddenly feel very unsafe," Twilight said, before smiling brightly. "IT'S SO WICKED!"

"Hehe, and this is why I love ghouls," Spike smirked. "Well uh... I guess she'll catch up with us later, who's after her?"

"Probably the leaders of the vampires, hmmm?" yet another voice called from nearby... though this one was significantly less playful and twenty times as cold as Pinkie's.

It came from a strange looking black wolf, him dressed in a black minister's robes, with a blue snowflake-like cross hanging from his neck. On his head was a large padre's hat, two blue, glowing eyes shining beneath it. For some reason, Twilight felt a surge of coldness overtake her as he drew near.

Twilight quirked an eyebrow his way, before giving a somewhat awkward, though friendly smile. "Uh... actually, you're right. How did you-"

"Just a lucky guess, darlin'," he said in a similar, though thicker accent to Applemoon. "Games of chance are my thing, ya see."  He then took a step closer, a curious smile crossing his lips as his eyes pierced through her. "And you... are Twilight Soulshard. How's my luck holdin' out?"

"Uh... so far so good," Twilight said nervously. "Do I know you?"

"Fraid' not," he said, frowning. "Though a lot of things cross my path as I travel."

"Travels..." Twilight mused. "Are you part of the Church of the Damned? A travelling priest?"

A wicked, toothy grin crossed the wolf's face. "You could say that..." He then began stroking a large sash of fur hanging' off his chin that might as well have been a beard. "I am here to... help the wicked souls of this town if I can. Keep the fear of god in them so they don't get any bad ideas during Nightmare Night."

Twilight nodded slowly, lowering an incredulous eyebrow. "Right... I see."

"Hehe, maybe I should be a bit more formal," he smiled, before taking another step towards Twilight and whipping an old, rusty guitar out of nowhere. Somehow, the broken looking strings on it could be heard decently as he began playing a few, wicked chords. Finally, a moment later, he started to sing in a rancid, though somehow soothing voice:

"Please allow me to introduce myself...

I'm a man... of very sharp taste.

I've been around for a long, long year.

Kept many a soul from the flame.

I was round when the lady of light,

Clashed horn with the lover of night.

Made damned sure that they all felt,

The cold of a winter's bite.

Pleased to meet you,

Can you guess my name?"

"Mmmmm.... Tenderpaws," Spike said, scratching his chin. "Wait! No! Make that Cuddlewolf!"

The wolf smirked. "Hehehe... I like a dragon with a sense of humor. Gotta keep it up in that long, sleepy existence of yours right?"

"Y-Yeah," Spike said, lifting an eyebrow.

"Still what's puzzling you is the,

Nature of my game, am I right?

Stuck around in Stalliongrad,

When the bodies burned and stank,

Cus there the ponies call me General,

Someone's gotta keep em in rank.

I shot blanks,

At the founders' flanks,

As the blizzards raged,

And they winced in shame.

Pleased to meet you,

Can you guess my name?

Still what's puzzling you is the,

Nature of my game."

"Err.... yeah," Twilight said, backing away from him... slowly. "I think... we'll be going now." She then turned to Spike and hissed, "Quick, before he starts singing again!"

She then began galloping away, Spike quickly catching up to her.

"Hey, easy there, Twilight! It's probably just a getup! I mean, a crazy priest? That's pretty scary! I was about to guess his name was 'Gregori'!"

"Yeah, either that, or he's actually insane!" Twilight growled.

"Nightmare Moon's insane," Spike pointed out.

"Insane in a bad way, like 'slash slash murder murder' insane!"

"Oooooooh," Spike said. "Yeah, let's go talk with the ghoul who sucks blood instead. Flutterfright, right? I wonder how she'll be..."

"Probably a menacing, bossy type given our luck," Twilight grumbled.

As they galloped away, the priest shook his head and repacked his guitar.

"Hehe... gotta love a ghoul with spirit! Too bad it's a worthless quality here... Pleased to meet you Soulshard, hope you guessed my name."

The Elements of Fear

"Hey you!" Spike called.

"Who me?"

"Yeah you!"

"Couldn't be!"

Spike and a ghostly ghoul stood (well, the latter floated) still for a brief minute, before breaking out into chuckles.

Spike gave a smirk. "I liked that! I liked what we just did there!"

"Myself as well," the ghost smiled, before glancing at him curiously. "Though is there something you and your... oh my!"

"Huh?" Twilight said, noticing that the ghost was now peering intently at her black cloak. "Something wrong with my cloak?"

"Nothing dearest, though I must ask: where did you get that ghastly thing?!"

"Oh uh," Twilight said, squinting in thought and trying desparately to remember where she had gotten it from. "It was a... gift from my mentor."

"Well then, your mentor certainly has good taste!" the ghost smiled brightly. "Might I get her name for a bit of correspondence, dearest?"

"Er well..." Twilight coughed.

"Her mentor is Nightmare Moon," Spike said tersely, Twilight quickly throwing him a groan, to which he returned with a sheepish grin.

The ghost's jaw just about fell of her face. "Y-You... you are... Twilight Soulshard?!"

"Heh... yeah, that's me," Twilight said awkwardly. "But uh... anyway. Do you know where we can find a ghoul named Flutterfright... or one named Scarity?"

"Scarity?!" she said, a grin crossing her face. "You want to see mwah?! The student of Nightmare Moon herself!?"

"Yeah!" Twilight said, nodding. "You're lead ghost, right?"

"Indeed!" she nodded. "I've haunted over fifty-three homes over a course of five Nightmare Nights! I find it gives me time to observe mortals' fashion senses."

Twilight's eyes widened, an impressed look crossing her face. "Wow, that's pretty good!" She then scratched her head. "Do you think you're going to be up for increasing the numbers this year, though? Nightmare Moon really wants to intensify Nightmare Night."

"It'd be my pleasure, dear," Scarity smiled, before giving a brief chuckle. "Hmph, you know, when I first made the decision to become a ghost at the golden gates... I started to regret it immediately. But now days, I've grown to enjoy my time in death. It really isn't as bad as they say it is. Sure... it feels a little cold, but spooking people never grows old! And now I'll have all of eternity to perfect my fashion line!"

"Er yeah," Spike said, lifting a finger. "I gotta ask, and I mean... it's kind of a personal question, but... what kind of ghoul were you before you decided to become a ghost?"

"Oh, a regular ole' witch, dear," she said, smiling nostalgically. "I knew quite a bit of magic, and still do." She then gave a slight sigh. "Though I... just wasn't ready to give it up."

With a flick of her wrist, an old record player suddenly levitated out of the 'Carousel Botique' nearby, before beginning to play a song.

"She's going to start singing, isn't she?" Twilight muttered to Spike.

"Oh give her her moment, Twi, jeez..." he grunted.

With that, Rarity smiled brightly, cleared her throat, and indeed, began to sing:

"It's not... easy having yourself a good life,

Stitching all those generic sweaters,

For those who don't even know what's better.

You think it'll lead to a good time,

But that's not true, it can turn out blue,

Most don't even have a clue.

Ambition takes the soul away,

It can land your life astray,

That's why that one fateful night,

When I met the reaper's sight....

I couldn't decide,

Whether I should live or die,

Though I'd probably go to heaven,

I let my spirit out to fly!

Though my heart now feels cold inside,

Now I have the time to do it right!

Stitch your shrine, work then unwind,

I'm going for a ride!"

At that, she finished up the song with a dreamy smile, Spike giving a barrage of applause.

"Hey! You have a pretty good singing voice!" he smiled.

"Why thank you, dearest," Scarity said, bowing, while levitating the record player back inside her shop.

"Anyway, thanks for your cooperation," Twilight said, nodding. "Do you know where we can find Flutterfright? Apparently, she's head vampire."

Scarity raised her eyebrows. "Flutterfright is head vampire? Well... I suppose there are only about three in town, not counting Vinyl who does more of a horrible music thing every Nightmare Night..." She then shook her head, as if to shake off her thoughts, before pointing in a particular direction towards the Everdead forest. "Well, anyway. You can find her in her hut near the edge of the woods! Nice meeting you, my dear necromancer."

"Heh, thanks. You too!" Twilight called, before moving towards the forest, Spike in tow. "Well, she seemed nice enough. At least she was cooperative."

"Yeah, she seemed alright, I guess. Less snobby than you'd expect of a fashionita. But hey, everyone thinks dragons are horrible, fire breathing creatures that like burning stuff... " He scratched his head. "Well... which we kind of are. So the moral of this story is: sometimes stereotypes are true."

A minute or so later, they had reached the yard of Flutterfright's hut. Sitting in it was a number of strange, beastly creatures. Threstrals (giant, winged skeleton horses), a Felhound (a massive, four-legged creature with two sharpened talons hanging off its back), and even an undead Hippogriff (sort of a bird/horse combo package.)

"Er, right..." Twilight gulped, gazing at the yard warily. "I feel like I'm going to be crossing a mine field trying to get to her door..."

"Just teleport across it, and teleport inside if one tries to attack you," Spike suggested.

"Er... vampires don't really like being intruded on, from what I've read," Twilight said, sweat-dropping. "They aren't as territorial as lycan, but... well... yeah. Plus, it just seems wrong in general... Should we risk it?"

"Oh come on, Twilight. You're a necromancer, and know the crap out of dark magic. You can take some messily vampire!"

"Yuh huh," Twilight said in a not so assured tone, nodding slowly, before taking a deep breath. "Alright... screw it. Let's do it. Stand by me."

Spike then put on a trollish grin, before singing:

"Just as long as you stand... stand by me-"

"Uggggh... please, no more singing," Twilight groaned, rubbing her temples, before the two blinked across the yard to Flutterfright's door with a flash of purple light.

Immediately, she was greeted with all the sounds of hell. As her eyes widened in horror, every vicious animal in Flutterfright's yard turned their sights upon her, drool dripping from their fangs.

"Oh shoot shoot shoot shoot shoot!" she shrieked, swiftly pivoting and knocking on the door.

No response came...

"Uh, Twi..." Spike said, tapping her on the shoulder.

"I'm knocking, I'm knocking!" Twilight cried, still hammering away on the door.

"TWILIGHT!" Spike practically shouted.

"What!?"

"RAUUUUUUGHHHHHHHH!.!.!"

She twirled about just in time to meet the sight of two, sharpened talons bearing down on her, courtesy of the Felhound.

"EEEEEEEEEEP!" she screamed, her horn quickly whirring up and blinking the two away with a flash of purple light...

Gasping for breath, they found themselves inside Flutterfright's hut. It was a darkened place, though the two could hear the sound of something scurrying about their feet.

"O-OK!" Twilight gasped, taking a deep breath. "Remind me never to mess with Felhounds."

"Yeah..." Spike said, narrowing his eyes. "Though I hope vampires aren't as grouchy as you say they are."

"Well... as long as we explain what we're doing here-"

"Grouchy, hmmm?" a soft, though menacing voice echoed from the interior of the hut. "Well that's not very nice..."

Spike and Twilight froze at that, slowly turning about to face two, red, glowing eyes.

"You know, it's awfully brave to disturb a vampire in her slumber..." it chirped playfully. "That... or stupid,"

"Yeah... sorry about that," Twilight said apologetically. "We just need to-"

"Which are you,

Can you tell the truth?

Or are you just a little pile of secrets to boot?"

"Erm... depends on if you're about to feed on us or not," Twilight gulped. "Though the blood of a necromancer isn't the tastiest thing, I probably should add."

"Fresh blood is fresh blood," she oozed, her red eyes beginning to draw nearer. "And now that you've stumbled into this spider's web, I'm so dearly afraid that you, my friend, are-"

"Lumos!" Twilight shouted, her horn glowing a bright purple, revealing a yellow, now hissing vampire before her, her batwings folded at her side.

"AGGGGGGGHHH!" she shrieked, bringing a wing before her eyes. "ROTTEN MOON LOVER! YOU DARE TREAD UPON MY-"

Twilight drew nearer to her, glaring.

"Now then, are you ready to be nice?" she growled. "Or do I need to keep this up?"

Suddenly, Flutterfright lifted her wing, her face laced with horror as she gazed upon Twilight with apologetic eyes. Gasping, Twilight quickly dimmed her horn.

"Oh my..." Flutterfright squeaked. "I'm so sorry! My stupid instincts... I always have to meditate every time I wake up to control them."

"And... you didn't have the chance to meditate thanks to us," Spike said, sighing in relief (for Twilight's sake). "Was a good scare though, nothing like being put in mortal danger to get your blood pumping! Metaphorically speaking..."

"Heh, yeah," Twilight grinned. "It'd be horrible to see you in full swing on Nightmare Night."

Flutterfright nodded sheepishly. "I suppose... but please, let me make it up to you, though!" She then scurried over to one of her counters, whipping out a batch of rotten apple juice and spider-egg cookies and presenting them before Twilight and Spike.

"Flutterfright, you don't have to-"

"I insist!" she said firmly.

Spike held up a claw. "Er, sorry, but my stomach kind of went with the rest of me."

"Well, I guess I can't resist a good cookie," Twilight sighed, plucking one off the tray and merrily munching upon it. "Apology accepted. Though really, it was our fault in the first place... we shouldn't have burst in here like that."

"It's quite alright," Flutterfright said, nodding, as Twilight gulped down a cup of juice. "But... I have to ask, what are you doing in here? Terrorsville isn't known for burglars..."

"Er, actually... we kind of did it to escape your animal friends," Twilight chuckled. "Again, our fault... but uh... Threstrals, huh?"

"Oh yes, they're my favorite little darlings," Flutterfright beamed merrily. "You see, being a vampire, I tend to... stay secluded in order to resist drinking the blood of others. So I use them to keep me company. I wouldn't want to hurt my ghoulish brothers and sisters, you see."

Twilight raised an eyebrow. "You seemed to be able to get your instincts under control pretty easily a second ago."

"Some days it's better than others," Flutterfright said, shrugging. "Today happened to be a good one. Though catching me on a bad day... can lead to a problem."

"What about your animals, though? How do you er... resist the urge?" Spike asked, lifting an eyebrow.

"Most of my animals have poisonous blood, or no blood at all," Flutterfright smiled. "Like Devil Bunny here." She pointed towards the floor where a small, black bunny was busy glaring up at Twilight and Spike.

"Er, hi there," Twilight said awkwardly, waving down at it.

The bunny merely continued to glare, before slowly making a slitting notion across its throat.

Twilight sweat-dropped. "Yeah... never was good with animals."

A second later, it hopped over to a black pillow, a pentagram drawn upon it, before laying down.

"Isn't he just the most wicked little darling you've ever seen?" Flutterfright chirped.

"I'd dance with that devil in the pale moonlight," Spike smiled, the bunny making a throat-slitting gesture towards him as well. Spike rolled his eyes. "Pffft, come on, I'm made of bones! You can't intimidate me-"

The bunny smirked wickedly before drawing a small, handheld bomb from a nearby crate in his little area and juggling it with one paw.

"Oh hell no," Spike said, his eyes narrowing.

"Anyway," Twilight coughed. "We were told that you're head vampire, is that right?"

"Mhmmm," Flutterfright nodded. "That's right. I lead the trio of us."

"Well uh... Nightmare Moon just wanted to let you know that Princess Luna has contacted her: said she won't be allowing any more feeding during her night. So if you're going to do that: be discreet."

"Oh um... I don't really feed on other side of the fence, but I'll make sure to tell the others. Don't want any rogue vampires on the loose, do we?"

"That's the idea," Twilight smiled, before nodding towards the door. "Anyway, we'll get out of your hair. Thanks for the cookies!"

"My pleasure," Flutterfright said, smiling humbly, as the two made their way from her hut.

☼☼☼

"Whelp, other than you nearly becoming vampire food, that went smoothly too!" Spike chirped.

"Yeah..." Twilight groaned. "Alright, I've learned my lesson: never break into a vampire's house unless you want to pay... in blood."

"So, what's next on the agenda?" Spike smiled.

"Well, I need to talk with the four some more but... I'm glad we got the introductions out of the way and such. I still need to meet Pinkie Slice, though."

"Speaking of her, what the heck is Pinkie Slice?"

Twilight raised her eyebrows. "Apparently, an undead accident relating to a boiler and a trio of dream demons."

"Do I even want to know what that means?" Spike said blankly.

"Nope. Nope nope nope," Twilight grunted. "Though it is quite wicked, now that I think of it. I thought you loved spooky stories?"

"Mmmmm, maybe later then," Spike grumbled, before gesturing to a nearby, massive, dead tree. Strangely enough, one with multiple, curtained windows and an ancient looking door upon it. "Whelp, there's the haunted treehouse we're staying in."

"Ooooo," Twilight said, her eyes twinkling. "It's as horrible as I imagined!"

Smiling, she led the way to the door, swinging it open to reveal... well... what was basically a library, and a very unused one at that. There were cobwebs lining every book, nearly a quarter-inch of dust on the floor, and ghostly sheets thrown over every piece of furniture.

"Hmmm... It's..." Spike started.

"Wow..."

A beat.

"IT'S HORRIBLE!" Twilight beamed, grinning, as she made her way inside. "Looks like it hasn't been used in years."

"Eh, well not everyone appreciates the art of studying scaring," Spike shrugged. "Most can just do it naturally."

"And I can't do it naturally?" Twilight glared.

"I'm not saying that," Spike grunted. "You can just do it better."

She threw him an apologetic glance. "Heh, sorry. Though that might be a lie. Without the necromancy I learned, I might as well just be a regular ole pony."

"Yeah..." Spike said, glancing about. "There's supposed to be a bedroom, right? I wonder where it's at..."

Twilight pointed up to the loft.

"Ah. There we are..." he said, fluttering open to it, before grinning. "Heh, check it out Twi, bed seems comfy."

Twilight followed him up, glancing at it curiously. "Heh... yeah, but what's that on it?"

She gestured to a book sitting upon it, one with the title: The Elements of Fear.

Black Frost

"Huh, so someghoul left an old book on your bed?" Spike said, lifting a curious eyebrow. "That's... a little weird. I thought this place has been locked up for years?"

Twilight gave a shrug. "I dunno. Must have just misplaced it." She then lifted an eyebrow. "The Elements of Fear though, huh? Interesting..."

"What, you've heard of them?" Spike asked.

Twilight nodded. "Legends, really. They say that in the old days, there were six ghouls who represented the six things that those on the other side fear most. Six very powerful beings whose powers combined once vanquished a powerful lieutenant to the Lich King, Artharius of Winter. When they finally passed away, parts of their souls were placed in six sacred artifacts in case they were ever needed again... the Elements of Fear. Only to be used by those who represented what they did..."

"Mmmmm.... and what were those?"

Twilight took a deep breath, opening the book and glancing at the first few pages. "I can't remember them off hoof, but... ah, they have it right here," she smiled. "They're pretty simple really. Primal, if you could call them that. Fear of Nightmares, Fear of Enslavement..."

"Enslavement?" Spike said, scratching his bony head. "But noghoul enslaves anyone..."

"Do they?" Twilight said, lifting an eyebrow. "Most of the zombies under my command are technically 'enslaved.'"

"Yeah but... they're zombies. They don't have minds of their own!"

"It doesn't matter," Twilight said. "It's the fear of being turned into one of them that counts. When ponies see a zombie, they see something they're utterly horrified at becoming, even if they do become that thing they won't even be aware of it. It what makes necromancy so scary."

Spike shook his head. "Ponies are weird," he muttered.

"No, they're not ghouls," Twilight stated patiently, holding up a hoof. "They haven't studied all aspects of fear like we do." She then cleared her throat. "Anyway, the next is obvious: Fear of Death."

"Yeah, I could see that," Spike nodded. "Though I'd think Rainbow Death would argue against that sort of fear..."

"Again, ponies don't a grasp on things that we do," Twilight said. "Heck, most ghouls don't even know what happens when you kick it. The reapers are forbidden to go into detail about it, though legends speak of two, massive golden gates."

"Alright, heaven!" Spike grinned, before gulping slightly. "Yeah... let's hope there isn't a Hell..."

"You're not going to Hell, Spike," Twilight said, rolling her eyes with a smirk. "You're just an innocent little pyromaniac."

"Eh, that's true. I do try to only burn down stuff I know people don't live in," Spike shrugged. "Last thing I'd want is to see two crying ponies who have had all their stuff destroyed... oh good god, I still remember the one time that happened to me." He gave a slight shiver. "Yeah… at least Hell has fire in it..." He then shrugged. "Ah, well. That probably won't happen til whatever magic was used to keep me from dying wears off. And uh... since you're a necromancer... if that day comes..."

"I'm telling you Spike, you're not going to Hell," Twilight said. "But I will keep you from dying," she added.

Spike sighed in relief. "Thanks, Twi..."

"You're welcome," she chuckled. "Though you'd better hope that I never die then..."

"Pffft, like that'll ever happen," Spike grinned.

"And there you go: ya just tempted fate," Twilight chirped, sticking her tongue out.

"Ah crap," Spike said, chuckling while face-clawing. "Well, that's alright, Twi. I promise, when I'm awake at least, that I'll keep you as safe as I can!"

"Yes, a seven inch long bone-dragon, my noble knight," Twilight chuckled.

"Pffffft, you know that's not true," Spike chortled. "Anyway, what's the next Element?"

"Fear of the Dark."

"Seriously?"

Twilight shrugged. "Do you want to argue with instinct?"

"I'm just saying... that seems so cliche."

"Your point?" Twilight grunted. "It's a cliche because it's an instinct, Spike!"

"Fine, fine..." he sighed. "Carry on my Wayward Necromancer. We're getting off the beaten path again."

Twilight glared at him. "You're the one who, UGH-" She angrily flipped a page, huffing slightly. "Anyway, next is Fear of our Inner Animal."

"Hah! Only the ladies should be afraid of that... at least with me," Spike winked.

"You're really making me want to keep you from dying," Twilight said sarcastically. "You're a BONE-DRAGON for heaven sake!"

"You realize you just said 'Bone-Dragon', right," Spike grinned.

"Oh good lord," Twilight said, facehoofing. "You've been listening to too many adult radio shows lately. I remember when you used to act all innocently..."

"Pffft, I've never been innocent," Spike smirked. "Also, I'm a thousand years old, even if I've spend like 98% of those sleeping... I’m far from being a baby."

Twilight gave him a blank look.

"Yep, totally going to Hell, aren't I?" he said, smiling sheepishly.

"In a pint-sized hand-basket," Twilight grunted. "Right, last but not least is... Fear of what Lies Beyond Death. I suppose that Element was a ghost..."

"Mmmm, doesn't that go hoof-and-hoof with Fear of Death, though?" Spike asked.

"Argue with the book all you like," Soulshard shrugged. "Whoever wrote is probably long dead..."

"Haha! I see what you did there," Spike smirked. "And I liked it."

"Thanks, Spike," Twilight smiled. "You get a few points in your 'Not Going to Hell' points fund."

"Yeah, baby!" he smiled, before glancing at her curiously. "But yeah, that’s six. Guess that’s all. So, what's next on our to-do list, anyway?"

"Mmmmm... I'm supposed to gather the town together in order to discuss my plans for Nightmare Night, but I think it's best that we let it sink in that I'm the new leader, considering how those werewolves acted earlier."

"So basically, next on the list is bum around?" Spike said, smiling brightly.

"Yep," Twilight nodded, before giving a yawn. "I am kind of tired, though..."

"Oh, come on, seriously?!" Spike blurted out. "We should be hanging out! There's gotta be something nearby that I can burn..."

"Spike..."

"B-But you said it yourself, Twi," Spike whimpered. "You won't live forever... and well..."

"Spike..." she said, this time genuinely touched.

He gave a cough. "I mean uh... I need to totally get you on my side so you can cast more 'Not Going to Hell' spells on me!"

"Sureeeee," Twilight said, rolling her eyes. "Not like Spike the terrifying bone dragon is a big ole softy on the inside. Nope... totally couldn't be that."

"Do you want me to light you on fire?" he grunted.

"Isn't that sort of contradictory to the whole 'Not Going to Hell' thing?"

Spike's eye began to twitch. "Damn you."

"Already done!" Twilight smirked. "I am an expert on Black Magic."

"Then double-damn you, damnit!"

"Mhmm... good night, Spike," Twilight said, rolling her eyes as she flicked off a nearby lantern.

"Yeah, yeah..." Spike sighed. "Let's not have fun! Let's just sleep... totally cool... totally cool..."

A few minutes later, a snoring sound then overtook the library as Spike gave an annoyed moan. He then began to scamper about it, exploring every inch of it out of boredom, really, every single crevice and pocket within. Eventually, however, he came about a somewhat obvious crawlspace with a dusty crate inside it.

"Huh... wonder what this is?"

Curiously, he creaked it open. Immediately, all the light in the immediate vicinity seemed to actually be sucked away, leaving him in darkness save for his glowing eyes. And even those had a slightly distorted look, as if the light from them was being ‘dragged’ to the crate.

"Uh- What the hell?" he said, raising an eyebrow.

Slowly, he peaked inside the box, noticing there were six small rocks at the bottom of it, glowing brightly, though not revealing the interior of the crate. It was as if they had taken most if all the light within for themselves, save for the light needed for them to be seen.

"Oooooo," Spike oozed.

☼☼☼

Twilight gave a yawn, her eyes fluttering open what seemed to be a few minutes later. Confused, she sat up, noticing she seemed to be in some sort of industrial setting... a boiler room of a large basement, perhaps, pipes lining the walls.

“Mmmmm…. Where am I?”

There was a beat of silence, before a gravelly, though familiar voice echoed forth:

"Twilight... Soulshard."

Twilight raised an eyebrow. "Huh? Who’s that?”

"Welcome to my world...."

"Ugh... what world?" Twilight grumbled, raising herself to her hooves.

"Tell me, Twilight... have you ever had a bad dream? One that you simply couldn't... leave?"

"Occasionally... though none this lucid," she grunted. "Again, where am I?"

“Hehehe…”

The voice stood silent for a moment, before beginning to sing:

"Say your prayers, little one...

Say goodbye to your sun...

And your version of fun...

They’ve tucked you in,

Warm within,

Kept you free from sin,

Til the Sandman comes…

Sleep with one eye open,

Gripping your pillow tight..."

"OK... you like Maretallica," Twilight groaned.

Suddenly, Pinkie Slice appeared right before her, glaring daggers. "Ugh! Common! I totally had this all worked out! You were supposed to be super-duper afraid by now!" She suddenly put on pleading eyes. "Pleeeease tell me you were just a teensy bit scared. I had my whole Nightmare Night fright planned for days!"

Twilight gave a sigh. "Well, I was a little, maybe...”

“D-Do you mean it?” Pinkie whimpered.

“Yes…” Twilight moaned.

"YEEEEEES!" Pinkie beamed, dancing all about. "Awesome awesome awesome! If I can scare you, I bet I can scare those teens on Elm Street this year again, too! They've kind of been getting used to me, lately...."

Twilight gave a little cough. "Well, I'm sure they would be... but uh...”

“Would be?!”

“Yeah…  that’s what I wanted to talk to you about earlier... Princess Luna is sort of back, and she can go into dreams... and she's sort of made a decree that you're not to be scaring anyone under the age of eighteen. Do it at your own risk…"

Pinkie's eyes widened in horror. "W-Wah?! But teens love being scared!"

"Sorry," Twilight said sympathetically. "It's her rules. I just thought you should be warned…"

"Awwwww," Pinkie pouted, before letting forth a sigh. "Well, it was kind of getting old scaring them over and over... I suppose it's time to move on."

"Well... I'm glad you're cool with it, I guess," Twilight smiled. "Sooo... anyway, stupid bureaucratic stuff aside, I feel like I have a while til I wake up. Anything to do for fun in dream land?"

"We could go practice scaring," Pinkie shrugged.

"Sounds good to me!” Twilight beamed.

“Alright, then!” Pinkie grinned. “Come on, I’ll go create some practice ponies or something! Follow me!”

She then began to trot someways away, Twilight following her with a curious look on her face.

“Hmph… fear of Nightmares, huh?” She then shook her head, chuckling incredulously.. “Na… that’s just stupid...”

☼☼☼

The next morning, after what seemed to be an all night practice session of fear, Twilight awoke to the sound of Spike's voice. With the hope of getting more sleep, she kept her eyes shut.

"Yo, Twilight!" he called, nudging her slightly. "You gotta check this out!"

"Mmmm... did you make black coffee?" she muttered.

"No, but I found something cool!"

"What could you have possibly found in a dusty old library that's cool; well, aside from some good books of course?"

"Ugh, it's nothing for eggheads!" he grunted. "It's... shiny."

“So it’s for bone dragons with ADHD?”

“Haw-haw. No, seriously. Take a look.”

Twilight's eyes fluttered open, and immediately she noticed there seemed to be not a single shimmer of light about her... save for six glowing rocks the bone-dragon was showing her, set inside a small, wooden crate.

"Huh, those are interesting," Twilight said, lifting an eyebrow. "Is it just me, though, or is it really dark in here? Not that I mind."

"It's the rocks!" Spike grinned. "I think they have some sort of light-sucking ability."

"Huh," Twilight said, lifting an eyebrow. "That is possible. I've heard of artifacts like them before... but they are quite rare. Odd that I can still see them, though. Though I do have sensitive eyes…" A beaming grin came upon her. "STUDY PROJECT!"

"Er, yeah... what do you think they were doing here, though?" Spike asked.

"I dunno... but that's a mystery for another hour," Twilight shrugged. "Come on, it's time we get this show on the road!"

“Sounds good to me, what are we doing first, though?”

“You’ll see, come on!”

She began scurrying from the loft, giving the rocks one last look. “Hmmm… a bit coincidental…” She quickly shrugged, however. “Eh, whatever.”

☼☼☼

Later, Twilight had assembled most of the town in the center of it, smiling brightly. Her mood, as she had found, was vastly improved from yesterday, likely because the town was showing her a bit more respect, or maybe it was just because she had just drank a batch of black coffee. It could have been either-or. Though still, she could sense a hint of excitement in the air that only came one time a year.

"Right, ghost and ghouls! Six days until Nightmare Night!" Twilight beamed.

"Who's feeling it, baby?!" Spike cried.

"WE'RE FEELING IT! BEEEEEYAAAA!" the town Dean Screamed back.

"BEEYYYYAAAAA!" Spike mimicked, grinning.

"Anyway, insanity aside," Twilight coughed. "Though I know me being forced as the organizer of this event is sort of... out of left field, I'm hoping you'll all understand that I am not trying to turn this event into some crazy power trip for my own sake. I'm hoping that together, we can simply make it a more organized affair and..." She smiled slightly. "-Bring down the thunder to the other side like nothing before."

There were a few murmurs of approval at that, though the town didn't seem entirely convinced.

"Anyway, does anyghoul have any ideas they'd like to bring forth in general for Nightmare Night?" Twilight asked.

There were a few more murmurs, before three pint-sized fillies crept forth, an arachnid-pony, a ghostly unicorn, and a lycan who looked suspiciously like Applemoon.

"Erm, yes!" the arachnid-pony chirped. "As leader of the Putrid Mark Crusaders-"

"What?!" the lycan growled. "Leader?! Who died and put you in charge!"

"Rotten-Belle did," the spider grumbled.

"I just died! I didn't hand you the reigns!" she groaned. "Not that I was ever leader in the first place."

"Fine, fine," the spider mumbled, rolling her many eyes. "As representative of the Putrid Mark Crusaders, I would like to request that fillies and colts be allowed to join in the fun on the other side, as a better chance to earn our putrid marks!"

The fillies and colts in the crowd let loose a brilliant cheer at that.

“Yes, please!”

“It’d be so awesome! We could totally make em’ scream!”

Twilight gave a cough at that. “Er… girls…”

"Pleeeease, Miss Twilight," they begged.

She took a deep breath. "I'm sorry... but the other side is a bit dangerous."

There was a general mutter of disapproval.

"I'm sure you can still get them like we always have," Twilight said, a sorrowful smile on her. "I just don't want to see any of you getting hurt." Twilight then let loose a sigh. “I’m afraid it’s a no-go. Your safety is not worth a Putrid Mark.”

"Dawwwww! Seriously?!"

"Yes, seriously," Twilight said sternly, narrowing her eyes.

"Meh, worth a shot at least," the spider mumbled.

Twilight saw Applemoon smile at her at that. "Ya see, y'all, she's perfectly competent. She can pull this off!"

"Thank you, Applemoon," Twilight beamed back at her. "But yes, any other ideas?"

There were a few more murmurs, noghoul stepping forth... all except one. One Twilight had least been expecting to still be there.

"Hehehe... I certainly have an idea," a gritty voice called from the back of the crowd, this belonging to the same damned creepy wolf priest from earlier.

"Er, yes..." Twilight coughed, clearly not wishing to speak with him again. "Go ahead. You have the floor."

"Thank you, Miss Soulshard," he smiled. "Cus ideas... I have plenty.” He then began to glance about the crowd. “How about you all admit your nothing but a bunch of sinners? Part of a stagnant, misfit holiday with no purpose other than to bring turmoil?"

The group gave a series of gasps, the crowd turning and giving him their full attention.

"Whoops, did I say that out loud?" he smirked.

"Hey!" Rainbow Death roared, suddenly shooting before him like a black comet and glaring daggers into his own, brilliant blue eyes. "You take that back! What kind of arrogant jerk do you think you are?!"

"Well, he does have a point," Vinyl Screech admitted.

"Yeah, we are just a big ole merry band of misfits," Pinkie Slice chirped.

"Hehehe... should have guessed y'alled be proud of it," the priest sighed. "Didn't think words would mean anything to ya...."

"You’re right! They don’t!” Rainbow Death snapped. “If you don't like the holiday, then why are you here? Go to the other side and try to fit in or something! Don't just sit around and criticize!"

"Missy, do you even know who I am?" he said, grinning.

"Nope, and I don't care, either," she huffed. "But you were pretty easy to size up. So let me ask you this: do you know who I am?"

"Easy enough to figure out," he said, waving about a whimsical paw. "Let me guess: the Great Guardian of the Golden Gates, the Pony in the Dark Cloak, Death herself?"

"Yeeeeeep," Rainbow Death said, with a hint of a proud tone. "So, do you really think it's a good idea to piss me off?"

"Nope, I wouldn't think so, darlin', seems like a dumb thing to do," the wolf nodded in agreement, Rainbow Death lifting an eyebrow. "But either way, with or without your interference, this holiday is getting put... on ice."

Suddenly, a vast, bitter wind began to blow from him in all directions, a torrent of snow and ice soon following, colder than anything Twilight had felt in her life. Immediately, most of the ghouls near him, save Rainbow Death, were turned to frozen statues.

"W-What the heck is he doing?!" Applemoon called, her thick fur coat apparently blocking most of the torrent.

"I don't know, but he totally just made a freeze pun!” Spike roared, his eyes narrowing in determination. “And that reminds me of that one horrible Batmare movie!"

"He's right! Oh, it. Is. On!" Scarity growled.

"You hear that?! Time to show you what happens when ice meets fire!" the bone dragon roared.

The town gave him an 'are you serious?' look.

"It uh... melts," he added with a cough.

Suddenly, the tiny bone dragon began to grow in size, the green mist within him twirling about his features, and his red eyes glowing like piercing embers.

"SPIKE, NO!" Twilight called.

Suddenly, a beam of frost was aimed at him from the two forward paws of the priest, him now standing on his hind legs, and without warning, the dragon's form became as frozen as the rest of the ghouls nearby, clashing to the ground.

Twilight's eyes widened, her teeth gritting as her horn began to glow a brilliant purple. Suddenly, a wave of heat emanated from it and towards the bone dragon, only for-

"Ms. Soulshard, watch out!" one of the Crusaders screamed.

Twilight barely caught it in the corner of her eye. A beam of frost was twirling towards her. She gasped, winced in concentration the best she could, and teleported out of the way.

"Sorry to do this, Miss Soulshard," the wolf called. "I know you're not like the rest of them. I can sense it in you... heard it from your lips, actually…  a determination for progress... on being something besides a being of fear... shame your brains are wasted on such a silly cause."

He fired another beam of ice at her, grinning wickedly, Twilight barely managing to teleport out of the way.

"Hey! Noghoul sticks it to the man except me!" Rainbow Death called, echoing forth a war cry and sending her scythe sailing towards the wolf...

The priest gasped and aimed his freeze-ray at her, only for Rainbow Death, with a swift flap of her wings, to fly downward at the last second.

"Mmmm, now that's what I call agility," he smiled, as her scythe barreled towards him.

CLANNNNNNNNNGGGGGGGGG!.!.!

It struck a sword made of solid ice the priest had summoned out of nowhere. "Here's my touché."

Rainbow's eyes widened. "Just what in the hell kind of ghoul are you?!"

"Who says I'm a ghoul?" he winked.

Suddenly, his mouth opened wide, and with a titanic howl, a gust of freezing wind blew forth from it, sending Rainbow sailing backwards and seemingly momentarily paralyzing her. Her frozen form hit the now snowy ground with a light thud.

"Oooooh nelly," Applemoon gulped, glancing at Pinkie and Flutterfright. "Come on, we're supposed to be leaders! Let's see what we can throw at em'!"

“Oooo, ooo, snowballs?!” Pinkie bounced.

“I meant we should turn up the heat!” Applemoon grunted.

“Well, that’s obvious! It’s getting pretty cold-“

“METAPHORICALLY PINKIE!” Applemoon cried, face-hoofing. “Let’s kick his sorry flank!”

"Ooooo, right on, then! Let's knock him out so I can show him a bit of... my world... hehehe," she grinned, summoning a massive battle-axe out of dream space.

"I-I don't know about this," Flutterfright squeaked. “I-I’m not suited for fighting! I’ll crack before I can even lay a hoof on him!”

"Come on, Flutterfright! For once, let your instincts take control then!" Applemoon growled.

"L-Let my instincts take control?!" she squeaked. "A-Are you sure about this?!"

Applemoon glanced towards the priest, who was now busy firing ice ray after ice ray at a rapidly teleporting Twilight.

"YES!"

Flutterfright gave a shaky nod, and suddenly, a voice from hell came out of her previously placid mouth. "Feeeeeeeeeeed...."

"Thata girl!" Applemoon beamed. "A FIGHTIN' WE WILL GO! BEEYA!"

The three then took off into a gallop, barreling towards the priest.

The priest gave a growl, turning at the last moment as-

CLANNNNNNNG!.!.!

His sword of ice kissed the steel of Pinkie's battle axe.

"HIIIIYAAAAA!" Applemoon roared, leaping into the air and coming down upon him with claws preparing to maw.

The priest narrowed his glowing blue eyes, letting out another howl followed by a blast of icy wind, sending her flying the same way Rainbow Death had been.

"MISERABLE CHILD OF WINTER!.!.! YOUR BLOOD IS MINE! HAHAHAHA!.!.!" Flutterfright cackled, her eyes flashing a bright red for a second as multiple images of her appeared around the priest, grinning at him.

"Ooooo, illusion powers!" Pinkie beamed, reeling back her battle-axe and sending it down at the priest at another angle. “Cool!”

CLIIIIIIIINNNGGGGG!.!.!

"SHUT UP AND KILL HIM, DREAM DEMON!" the multiple Flutterfrights snarled.

"Mmmm, I must be getting old," the priest chuckled, glancing at the vamponies who danced around him. "My eyes are seeing quadruple."

"Allow me to END YOUR MISERY, THEN!"

"Fraid my time ain't up yet, sweet thang," he smiled, and to the vampire and dream demon's astonishment, he soon began to twirl about on his hind legs, his speed becoming as fast as a twister. A fierce wind soon kicked up about him, as quick as he was twirling. "You called down the thunder, now reap the whirl wind!"

"You jerk! Cheesy puns are my job!" Pinkie cried, as her and a now singular Flutterfright found their hooves lifting off the ground. Soon, they were sent into a tornadic spiral before the priest suddenly halted. No longer caught in the winds, the two careened into the side of town hall.

"Four down, two to go," the priest chuckled.

"Two to go?" Twilight lifted an eyebrow, now noticing Scarity was floating beside her. "Ah."

"Noghoul ruins Nightmare Night on my watch!" Scarity spat, glaring daggers at the priest. "Come, dear Twilight. Let's show this ruffian why you are the student of Nightmare Moon!"

"R-Right," Twilight gulped, trying her best to remember if she actually knew any offensive magic of any sort.

Scarity lifted an eyebrow. "You do believe we can deal with him, right?"

"Er- Yeah! Of course!" Twilight coughed, narrowing her eyes with a false sense of determination, before turning her head back towards the priest-

"Surprise, darlin'."

Who had suddenly somehow appeared right in front of her.

"WAH?!" Twilight gasped, stumbling back.

"Hehehe... oh my... did I give you a chill?" he chuckled. "Aren't you cold, little child of darkness? Aren't you cold...?"

"Quit taunting her!" Scarity snapped, narrowing her eyes as she began levitating a shard of ice into the air.

The priest merely glared at her, sending another icy howl her way... which somehow actually managed to dissipate her ghostly form.

He then turned back to Twilight, her mouth parted.

"H-How did you do that? Magic like that is-"

"Easy enough to conjure," he shrugged. "Now then... back to business. With you six out of the way, the rest of this world shouldn't be too hard. Though still, you haven't answered my question. Aren't. You. Cold?"

"Yeah, not that I'm around some sort of crazy ice demon or anything!" she spat. "And what do you mean? Why are you targeting the six of us?"

"Oh, you mean you don't know?" he cackled, his glowing blue eyes widening in delight. "This is going to be easy..." He took another step forward, Twilight holding her ground. "You know, I'd definitely be cold if I were in your shoes, metaphorically speaking, of course."

"Uggggh... just spit it out. What do you really mean?!" Twilight growled. "You can't be speaking literally."

"Now she's getting it..." he smiled. "You see, your purpose, like mine, is singular: unfortunate though it may be. Though I wonder how it would feel if that purpose might as well be only to exist..." He actually frowned at that, taking a deep breath. "It makes me sad, really, and I'm not just saying this to spite you. I genuinely feel bad for you all, just like I genuinely feel bad for the real world as well."

Twilight lifted an eyebrow. "The real world?"

"Yes, the real world," he said solemnly. "I've watched it for many years... and despite the idealistic nature of Princess Celestia and her perfect little country these days, it's still a world wrapped with conflict and hate, no matter how many times they're punished for it by my kind. Sure, they're perfectly safe right now... but one day... one day that might end." He paused for a second, actually shivering. "I have seen into null space. I have seen the universes that have come and gone before the current one. Some with many worlds, some with single worlds surrounded by branching pockets... like the ‘real world’. And on every single one of them... do ya wanna know what happened to them? When those with brains on em’ started getting a little too brainy?"

"Y-You're insane," Twilight gasped. "Absolutely-"

"I said- do you want to know what happened to them?"

Twilight paused.

The priest smiled, before spreading two paws apart in what seemed to be an effort to create an image of an explosion. "Kaboom... and they did it themselves, too."

Twilight's eyes widened.

"That's why my kind came about... to prevent this sort of thing from happening again. And that's why I'm here. All your holiday does is create fear and superstition; witch hunts, vampire hunts, because you're constantly teasing them that their fears may just be real... and that's why I'm going to end it..." His eyes narrowed. "Now."

"Who the... who the hell are you?" Twilight gasped.

"Me? Oh just an old, travelling priest, miss…" he chuckled. "With one goal: I am the punisher of the wicked in life. And for that I'll be the breeze that blows cold at night. And you know, though I hate to say it, but even you, Twilight Soulshard, are a sinner. Oh yes… you are indeed. In fact, you and your kind are guilty of one of the seven deadliest, in addition to your already mentioned ones: that being Sloth. So even if you weren't hurting, you still wouldn’t be helping. That makes you a disease. And every disease... has a cure." He suddenly threw back his head, beginning an eerie, creepy chuckle. "Hehehe... pleased to meet you, darlin', can you guess my name?"

"Hey jackass, noghoul cares!" a voice called from the side, Rainbow Death, Pinkie, a still instinct-heeding Flutterfright, and the rest of the town leaders at her side, including a reformed Scarity.

"Yes! And we are not about to let you ruin our holiday for your insanity!"

"Bleh," the priest groaned, showing true agitation for the first time. "You... are just like another holiday that came before this one. Caring only for your damned selves and your 'point of existence'. But soon, you will be just like they are: leftovers... memories.”

"I don't think so," Twilight smirked, the gears in her head turning fiercely. "Because I think I just figured out why you fear us..."

The priest turned his attention back towards her, grunting forth, "I don't fear anything."

"Oh, I think you do... because that's why you came here... to eliminate the one threat there was to your existence, in this realm at least."

"What are you talking about, Twilight?" Rainbow Death called.

"He fears us because of what we are... because of what I read in a conveniently placed book in the library."

"Spit it out! Quit beating around the damned bush!" Flutterfright snarled.

Twilight merely chuckled. "Flutterfright... a being who hides in darkness... who makes it something to be afraid of... the reason why it's an instinct to stay away from it..." she said to herself. "Rainbow Death, Death herself. Applemoon, she who gives into her inner animal every full moon..."

"So?" she said, shrugging. "I'm just like any other werewolf!"

"But you are one of the most powerful in Terrorsville, right?"

Applemoon gave a nod, raising an eyebrow.

Twilight then smiled brightly. "Have you girls ever heard of the Elements of Fear?"

The six shook their heads in confusion.

"Whelp, gather around me!" Twilight called. "Because I think I know just who might be able to use them!"

Warily, the six did just that, the priest rolling his eyes.

"Big deal, you still don't have the actual artifacts on you!"

"Do we?" Twilight smirked, before pointing her horn at the black tree-house and shouting, "ACCIO ELEMENTS OF FEAR!"

Suddenly, six small, glowing rocks swooped out from it, and immediately, all the light in the area, including that from the piercing moon above, was sucked away, leaving them in total darkness, save for the glow of the rocks themselves.

The priest's eyes widened.

"W-What?! NO! Impossible!"

"I see you can fear after all," Twilight taunted. "Afraid of the dark, Windigo?"

"W-What? What's a Windigo?!" Pinkie asked.

"A spirit of winter, Pinkie," Twilight explained. "Though it's strange... I thought that they'd want hate and fear, it's what they feed off after all."

"We do... but that's only an incentive to carry out our form of punishment to sinners like you," the priest snarled. "However, it's time to take my little secret to the grave."

"I wouldn't speak too quickly," Twilight called through the darkness. "You were right, you know. We are stagnant beings... in a stagnant holiday who carry out the same thing over and over." At that, a newly formed smile practically beamed through it. "But you know what, I love it! And I'm glad to be leading it! For the first time for a while, I've actually been having fun."

"Heh, I knew you'd be a decent leader. Actually enjoyin' your line of work," Applemoon smiled.

"More than that," Twilight said. "I think the six of us could actually become friends in time. Which is why we're not letting this jerk take our holiday!"

"Let's end his pathetic existence already, then," Flutterfright snapped. "I will feast on his corpse..."

"Er, she is going to snap out of that, though, right?" Twilight sweat-dropped.

"Oh yeah, just give her a bit," Applemoon smiled. "She's been like this before..."

"Well then, what are we waiting on?! Let's finish him!" Rainbow Death called.

With a nod, Twilight's horn began to glow brightly, despite the light-sucking power of the Elements, and soon enough, they were glowing brighter as well.

"I-I can't believe that this actually worked," Twilight gasped.

"Awwww yeah!" Rainbow Death smirked.

"Prettttty," Pinkie oozed.

At that, Twilight expected the Windigo to gasp. To cry 'NO!' But instead, he actually chuckled.

"Hehehe, well done, Twilight, well done..." the Windigo said, actually clapping. "I guess this is it..."

Twilight quirked an eyebrow.

"You seem unusually resigned."

He merely shrugged. "That's because..." he said. "I have a feeling we'll meet again someday."

"I highly doubt that," Twilight growled. "I don't know what these Elements do, but I'm sure it's nothing good for you."

Suddenly, the priest then burst out into a bit of insane laughter.

"Hehehe... HAHAHAHA!"

Twilight raised an eyebrow. "Now what's so funny?"

There was a pause, before the Windigo said in a low tone,

"You were right about two things."

And out of the darkness came a shard of ice. Twilight felt a piercing pain in her chest... and the ceasing of her pulse. Her eyes widened. She gasped for air, but could find none. Noghoul seemed to notice.

The Elements activated at the same time, created a glowing portal behind the priest.

"WAUUUUUGGHHHHHHHHHHHHH!.!.!"

Within a second, he was sucked into, screaming. It closed almost immediately afterward. The Elements ceased their glow, and a normal lighting came.

The last thing Twilight remembered from this moment was her friends crying out and rushing to her side, glancing with stunned expression down at her as she took her dying breath.

"NO! MISS SOULSHARD!"

"HELP! SOMEONE HELP HER!"

"Common sugar... hang in there..."

Then came the blackness.

Dark Phoenix

"Twilight... my faithful student. You need not blame anyone but me... I was the one who sent you into harm's way knowing just what an icy fate may await you. I thought I was ready in case the worst came.

I was wrong."

☼☼☼

A field of flowers swaying in the breeze...

Lonely planes stretched out in all directions...

She read a book. She read another book. Books and books and books stacked around her...

Spike was there. He shared a laugh. For a second, there was nothing but the moment.

'I promise I will keep you from dying...'

'B-But you said it yourself, Twi. You won't live forever... and well...'

'Spike..."

Though for some reason... she felt sad.

☼☼☼

"The day you died... the very moon itself screamed the name... 'Twilight.'

So loudly I hoped it would pierce your ears even in heaven."

☼☼☼

She glanced down upon a world of green and blue. A princess stood watchful over a kingdom of prosper and peace.

She looked down upon a world of brown and black her kind shared in simple joy. Both were good.

'...We're just stagnant beings floating, but not paddling in the sea of time...'

No...

All that mattered in the end was whether or not someone was happy or not...

She was happy... for now. She was happy then too, though...

☼☼☼

"Who is to say when someone's time is up? Who's to say that one was want 'meant' to live or die. And who's to say what heaven truly is? I don't know. I never will. I'm bound to this world for all of eternity. I will never grace whatever reward awaits me for my struggles. Who knows what one could see beyond the veil? Would they even want to see it, though?"

☼☼☼

She sailed through the cosmos. She saw the universe. She saw the universes before that universe, a time beyond time. A city of gray and black. Another holiday very much like her own being celebrated by strange beings...

'I have seen into null space. I have seen the universes that have come and gone before the current one. Some with many worlds in them...'

She saw joy...

She saw revolutions...

She saw a planet twisting in the solar breeze...

And she saw mushroom clouds rising into the air...

The world stood as a shattered monument to destruction...

'And on every single one of them... do ya wanna know what happened to them? When those with brains on em’ started getting a little too brainy? Kaboom... and they did it to themselves, too...'

Tears danced in the solar breeze...

A star expanded... in its last minutes truly being something in the heavens...

Ash in the solar breeze...

A star died.

A galaxy dispersed. The universe followed.

A phoenix rose from the ashes...

A troubled explorer moved back into the ash...

She wondered if it would be another phoenix...

☼☼☼

"Was this part of the reason I brought you back? That I envied you? I do not know... I do not know... But I do know one thing was for certain: I couldn't bear to lose another person I loved to fate. Not one who I loved like a daughter."

☼☼☼

She saw Nightmare Moon. She sat upon a throne as the moon twirled across the heavens over and over and over... The world changing around her. One hundred years... two hundred years... one thousand years of being truly alone...

And she saw her happiness when she finally found someone to lift her spirits.

'Heh. You know. You were never this goofy before, Princess.'

'Yeah well... times change. And so do students.'

She felt sad.

☼☼☼

"It wasn't complicated. It just took a lot out of me... I struck a deal with Death on a lonely road. Half of you could come back. The other half would stay. It was the only way... there's no such thing as a true resurrection. She would not be cheated."

☼☼☼

She stood on the planes of death. Rainbow Death stood before her. She glanced into the distance.

"You've been given a chance to come back... though, I should warn you... it will come with a price."

Twilight gave a shudder.

A nervous nod came.

"I-I'll take it... just promise me... promise me I'll be able to come back some day..."

"Some day," Rainbow nodded, still not bothering to face her. "And when that happens, I'll be waiting for you..."

☼☼☼

"I just hope you'll... find it in your heart to at least not hate me. For my moment of weakness. For that moment when I decided that fate could step aside."

☼☼☼

Memories faded... memories returned. She was in Terrorsville... now she was in Necropolis. Nightmare Moon smiled down upon her. Tears dripped down on her.

She felt cold.

But she felt... content.

Her friends were there. Each had an odd mix of joy and waryness upon them.

Rainbow Death turned her back on her. It was as if she wasn't meant to be.

She brought herself before a mirror.

Her eyes widened. She gasped. She swallowed a bit of saliva hard.

She was dead.... but she was alive.

Her eyes were two pools of solid white. Her fur was decaying. Part of her skin was gone revealing bits of bone hidden underneath.

She was an abomination. Death thought so. Even in a land of freaks... she was a freak.

But she was... in a partial way... alive.

She gripped her mentor in a hug. For only after being where she had been could she feel true empathy for her.

Both felt happiness.

When You Rule the World

And suddenly, she was back in the present. The war room rattled. Someone was shouting something. Then she sensed a new presence: there was another guard in the room. He looked panicked. Everyghoul looked panicked, including her mentor, who usually seemed care-free.

Then, she finally realized what people were saying.

"Flying machines?! What?!"

"Yes!” the guard shouted, standing by the elevator. “Massive winged beasts with propellers. They're dropping canisters of some sort of chemical agent on the city. And there's elves parachuting out of some of em', too!"

"E-Elves?" Flutterfright squeaked.

"You heard me, miss,” the guard growled. “They've got infantry swarming the streets. I never thought I'd see cookie-cutters act so viciously!"

Nightmare Moon gave a gasp. She turned to Dr. Whoovenstein.

"Y-You weren't lying about technological superiority."

Dr. Whoovenstein shook his head, gulping. "I really hate when I'm right."

And then, to make matters worse, a hologram appeared on the table. There stood a ghoul who looked much like Horsey Link. However, he appeared much gruffer, much more sinister, and to be frank: much more badass. A black tunic replaced the green, and red, glowing eyes replaced his normal eyes.

General Dark Link.

"Princess Nightmare Moon. We have a problem," he growled.

"When it rains it friggin' pours," she sighed. "What's next to the crap pile, General?"

Link did not wait to let it sink in.

"We're being hit hard by the enemy in the west," he stated, his voice remaining strangely calm. "The mountainous terrain is slowing down their Striders, but they seem be able combat guerrilla tactics effectively none-the-less."

"Striders?" Rainbow Death said, raising an eyebrow.

Dark Link nodded. "Yes. Striders. It's what we're calling those damned tripods they're using. It's like something out of that novel, 'The War of the Worlds.' Probably where they got the inspiration. Frightful, really. I can't say I can't appreciate that. But unfortunately, they're resistant to most what we've hit them with: only magic seems to be effective. Cannons are useless. And that's not all they have. Fifteen minutes ago we spotted a number of strange flying machines heading your way."

"Yeah, they just hit us," Nightmare Moon grunted.

"Damn… what are your orders, then?"

Nightmare took a deep breath. She glanced away from him in thought. Twilight could practically see the gears turning in her head.

Finally, she turned back towards him.

"Alright...  here’s the plan: do what you can to stall them. But get out of there if things seem too rough. Head north and group with Shadowed Armor, and then push south in a counter-offensive if he deems that advisable."

General Link gave a slight smile. "Understood. We'll do as much damage as we can. General Dark Link: out."

A stern salute came to him, and a second later, the hologram flickered off.

Nightmare took a deep breath. Twilight could see little trickles of sweat forming on her brow.

"Alright... alright time to put the plan in motion. The enemy is advancing much quicker than we thought they would..."

She turned to Twilight.

"You need to head to Terrorsville, snag Frostmourne, and wake Spike. You'll need him to open portals to the other realms. Hopefully, he'll be able to protect you before you reach the Temple of the Doors." She swallowed hard once again. "I-I hope Darksong is alright."

She then shook her head, as if throwing off the thought.

"You got it princess! We'll get the job done, don't worry!'" Rainbow grinned confidently.

The rest of Twilight’s friends didn't seem to mimic her bravado.

The bunker shook again. Flutterfright gave a squeak.

Then Twilight noticed it. A look in the princesses' eye. She knew what she wanted others to do, but didn't know what she wanted to do herself.

The Princesses horn began to glow. Appearing before her was two of the light-sucking Elements of Fear. Said light-sucking abilities seemed to be dampened somewhat, however, as the light remained relatively normal in the room.

"Here's the two Elements I have," she said. "Grab em,' Twilight."

"Right!" Twilight nodded, before levitating them into her travelling bag.

She turned to Slendermare. "Slendermare, you know what to do. Get the other Element from Null Space any way you can. Hopefully Cthulhu will be cool. Hell, if you can, see if he's willing to send reinforcements." She then gave a wide smirk. "He owes me a favor for not telling all the Eldritch Abominations that he's secretly a huge sissy."

Slendermare simply gave a nod.

"And I'll see what new tech I can whip up," Dr. Whoovenstein nodded, before turning towards Twilight. "Speaking of which. I have the TERRODIS parked nearby. If you'll allow, it should make an easy trip to Terrorsville."

"Heh, I'm really glad you came, Dr. Whoovenstein," Twilight smiled.

"We really need to come up with more original names for stuff, though," Rainbow Death muttered to herself. Twilight shot her a smirk.

The bunker shook again. Nightmare Moon nodded towards the elevator. "It won't be able to support all of you. Everyone but Twilight, Bloodfang, and Moonwalker, get moving. The palace should be secure for now unless those elves really are tough, am I right?"

She looked towards the random guard, who nodded in confirmation. "The palace is holding steady, ma'm."

"And just to be clear. Once you have the Elements, we'll all meet up on the far side of Bald Mountain in one week. Or two weeks, if you don't make it back in time. Alright?"

"Gotcha," Rainbow Death said, nodding.

"Alright, let's get goin' then!" Applemoon called, leading the way to the elevator shaft. Everybody except those Nightmare mentioned followed.

"Twilight... I'll uh..." Rainbow Death started, before giving a reassuring smile. "I'll see you above, alright?"

"See you there," Twilight nodded, returning the smile.

She entered the elevator with the rest, and an instant later, they were gone.

Nightmare Moon paused. She opened her mouth. But she looked as if though she did not know what to say.

"Twilight... I uh... I know me telling you... about the Elements... must have brought back some memories…"

She paused. Twilight knew what was coming… it had been for a long time. She supposed Nightmare may have thought this was the last chance for it.

The moon princess' eyes actually began to water. Bloodfang and Moonwalker looked baffled. "And I... I really... I really need to know..."

Twilight gulped. She knew what she was going to say.

"It's alright, my teacher..."

"No it's not alright!" she cried, glancing away from her. Tears were now falling from her eyes. "By all rights, you should hate me! I knew what I was sending you up against... I played the damned chess master, acting like you were a pawn when you were much more to that than me! And it bit me in the ass!"

Twilight quickly shook her head. "Nightmare... I knew before you told me that it wasn't a coincidence the Elements and a book of information about them was there, waiting for me. I knew you sent me there for another reason besides playing leader."

"S-So you've always hated me then," she whimpered, wiping away a few tears. She then began to pace about. "I-I'm such a selfish bitch! A huge, bucking selfish bitch who-"

"You're anything but selfish!" Bloodfang growled.

"Yes I am! I am! On so many levels! I should have stayed how I was. Keeping people distant: viewing them as assets and liabilities! And you, Twilight... were my biggest asset!"

"But that's not how you viewed me as..." Twilight gulped.

"No, it's not! But it's how I should have! Right around the time you became my student, I started... feeling again. Feeling emotion. I couldn't hold it back anymore. So I played God and brought you back! I let my emotions take control of me! It was stupid! Bucking stupid! I should have stayed the cold, calculating bitch I was. I ruined you by becoming a mixed bag!"

And she practically quaked as she roared, "How do you not hate me?.!.?.!"

The bunker rocked again. A scream came above. Nightmare stood there, motionless. The pendulum froze in time.

And then...

Twilight stepped closer, smiling warmly, before nuzzling her mentor.

"Because, you..." she said softly. ”Despite what you think you need to be, are in the end, only flesh and blood."

She stopped nuzzling her. She took a step back. Nightmare Moon continued to weep.

"A-And I've never hated, you," Twilight said, tears now beginning to form around her own, white pools for eyes. "S-Sure, I've been angry with you at times, but I never hated you. Remember that conversation had a long time ago, that joke you made..."

Nightmare Moon nodded. Tears continued to fall.

"Someday Twilight... when you're gone... and passed beyond the great blue seas... well... I don't know what kind of postal system they have there... but could you do a favor and give a shout to… someone who will always be left behind?"

Twilight closed her eyes.

"Well, I suppose I should finally tell you. Heaven was... beautiful," she whispered. And Nightmare looked like she was about to bawl again. "-But it was also... fake," Twilight quickly continued.

Nightmare squinted her eyebrows.

Twilight gave a grim chuckle. "The Spike I could conjure there... he was 'real' enough, but he wasn't my Spike. I could make anyone I pleased, I could live any moment but... it wasn't real. I knew it in my heart."

She paused. She gave another gulp.

"And... I was able to see things while I was there. Explore the universes that came before. I saw things... nobody should ever be allowed to see... even in death. Yet that treasure-trove of knowledge was right there before me. I couldn't resist." She took a deep breath. "I was happy there, though, and when you brought me back... well, I thought I had lost that happiness for a time. But I've learned to live with the new me. And I've got help."

Suddenly, she wrapped her arms around her mentor in a tight hug.

"You... are a great leader. And you are more than you think you are," she said, smiling. "You're just as good as Princess Celestia, and you are nothing like what her sister turned into."

Nightmare's swallowed hard, shaking.

"D-Do you mean it?" she whispered.

"Of course..."

She raised an eyebrow.

"But do you believe me?"

Nightmare paused. Time froze once again.

And suddenly, her eyes widened, as if she had just realized something. A smile began forming on her face.

"Yes, and you know why?" she said confidently.

Twilight smiled once again. "Why's that?"

"Because I am going to prove it to myself!" Nightmare said proudly. "Princess Woona... I saw her captured before my very eyes... by god it was… something I never want to see again. I saw it in her face… true terror. And true terror… isn’t the purpose of us, Twilight.”

She paused, before continuing with,

“S-she was much like my Princess Luna must have been like when she was banished... tired, confused, and horrified. All because of what... happened to her. Because of what I did-"

"It wasn't you!" Twilight shouted. "It. Was not. You!"

"Yes it was!” Nightmare growled. “Like it or not, we are by nature exactly like our counterparts," she shivered. "I started out just like the real Nightmare Moon... but I... I-I changed. B-But I'm just not sure how much..." Her eyes then narrowed. "But I'm going to prove to myself, once and for all, we are more than nature's roll of the dice! I'm going to rescue Princess Woona myself!"

Twilight's eyes widened in horror. Her mentor was not thinking sensibly. And that was to say the least.

"Nightmare... are you sure about this?! Your people need you-"

"This is a military situation, Twilight,” she stated. “They'll be looking towards Shadowed Armor, not me."

"No! They'll be looking towards you!" Twilight gasped. "If you were to abandon them at a time like this- " She frantically shook her head. "My teacher... you're not thinking sensibly. You can't-"

"I can! And I will!" Nightmare growled. "I have to do this... I have to prove it to myself!" She turned towards Bloodfang and Moonwalker. "Come on you two, I want you at my side the whole way. Let's do this! Gather around me!"

Moonwalker and Bloodfang looked wary, but none-the-less they complied. They trotted to her side.

"NIGHTMARE! NO! You don't need to prove anything!" Twilight cried. "Please! Don't do this!"

"Once I rescue Princess Woona, then I'll come right back!" Nightmare said, an insane grin coming upon her. "I'll rally resistance! We'll hold 'Harmony' or whatever the hell it is at bay until you return! And while I'm in Princess Woona's realm, I'll try to grab the Element that's there!"

"You have to rally resistance now! Leaving might make it look like you fled! Like you're a coward!"

Nightmare looked taken aback. Betrayed, even.

"Are you calling me a coward?!" she snarled.

"No! I'm not!" Twilight said, frantically shaking her head again."But that's what it might look like! It'll shatter morale! Please, listen to me-"

It was too late, however. A second later, an angry, vicious looking Nightmare teleported away in a blink of blue light.

"NO!" Twilight screamed, galloping to the spot where she had vanished. She shuddered. She shook her head in disbelief.

And for a brief second, she wondered if that was what the real 'Nightmare' looked like when she battled her counterpart.

Then, she plopped to her flank in the empty war room. The war map was lit up with red dots now. The enemy, it seemed. They advanced from the west and the east, and were gradually gaining ground in the south. Only in the north were they held at bay.

"Shadowed..." she whispered, actually chuckling. "Ever the perfect soldier..."

She then took a deep breath. She gathered her thoughts. She had to put this instant in the back of her mind for now…

And so she nodded. And her nerve swelled in her chest. She clung to it as tight as she could.

"Nightmare will be alright..." she told herself. "She will be. She's an alicorn... She'll be back before I know it. And in the meantime, I have a job to do."

Her eyes narrowing in determination, she made her way to the elevator. The 'doom song' was playing again, fittingly so, as it rose to the surface.

And then... the door swung open.

Her eyes widened. From out the palace gates she saw a sight of chaos. Explosions were rocking the dead city. High in the air, she saw them: the dark silhouettes of the predators of the sky. The flying machines from the world beyond, looking like massive, black hawks. She saw beams of light ripping to and from them. Likely spells of some sort. Guards were scrambling about. Orders were being shouted.

"Come on! We need to block them at Fifth Street! Do not let the enemy into the palace!"

"The bombers are likely just a distraction! Don't waste any effort on them! We can't let their infantry gain a foothold!"

"You there! Set that gatling gun up on the second floor! Get a good crossfire on the courtyard! I want it ready in ten minutes. Understood?"

"Yes sir!"

"Twilight!" Rainbow's voice called, snapping her to. "Come on, our ride's just a block away! We gotta go!"

"Yes, we must maintain diligence," Dr. Whoovenstein nodded. "Come, follow me!"

And they made their way out of the gates. Now, Twilight had an even better view of everything going on. The sky was a terrible sight. The 'bombers' were flying high in deadly formations, along with other aircraft. She saw parachutes falling every which way supporting darkened figures with white, glowing eyes.

"W-What did Nightmare want to talk about with ya, Twi?" Applemoon asked. "P-Please tell me she has a good plan...  about how to-"

She didn't finish.

Twilight was drawn back to the moment. She glanced away from her.

All that escaped her lips was a simple, "Nothing."

"That don't sound like-"

"Just leave it be, please!" Twilight growled.

"Hey, no need to get uppidity!” she huffed, but to Twilight’s thankfulness, she left the topic alone.

They continued trotting. They passed through the courtyard of the palace and out the blackened gates belonging to the massive fence that surrounded it. They were in the streets now. A group of ghouls ran perpendicular by them, looking panicked, and Twilight soon saw what they were running from.

"We are Harmony. Cease all resistance and prepare to be assimilated. Resistance is futile."

A column of enemy soldiers approached them. Flutterfright gave a nervous gasp. Rainbow and Applemoon growled, entering a combat pose.

"Bring it on!" Rainbow Death called towards them. "There's still one ghoul in this city still kickin'!"

The group of soldiers continued to approach. And finally, Twilight managed to get a good look of them. They were unmistakably Elven, if twisted abominations of them. They no longer sported any sort of green tunics, with pointy little hats above two, elongated ears (long for a pony, at least). Instead, they had gray soldier’s outfits on them. Their eyes were glowing a hot white, much like her own. And their teeth seemed to have taken a sharpened quality to them now.

They all seemed to be glancing hungrily at Rainbow Death, as if she were the tastiest meal in the world.

"Rainbow Death. Lay down your scythe and prepare to be assimilated. We will add your distinct quality to your own. We will become the master of death. This is your only warning," they chimed in unison.

"Not happening!" Rainbow growled defiantly. "And either way, there's no such thing as the master of death! I am only an escort!"

"Irrelevant. You hold more strings than you let lip."

Suddenly, they raised a number of bows, and drew from quivers hanging off them a multitude of strange, almost shadow-like arrows. They then rose to their hind-legs, and as one, they fired.

"EEEEEP!" Flutterfright cried.

"Oh crap," Rainbow gulped.

"Hang on!" Twilight growled. A bubble shield formed around the group. However, it soon turned out the arrows were not aimed at them. They struck the ground before the shield, and almost immediately disintegrated. Rising from where they struck came a black smoke. Luckily, it didn't seem to be able to penetrate her shield.

"Good thinking, dear," Whoovenstein nodded, an impressed look upon him. "But whatever you bloody do, do not inhale any of that smoke! There's a link between that and how they infect people with... Harmony, from what it seems."

"Okie-dokie-lokie!" Pinkie bounced, as if oblivious to the carnage around her. Though perhaps she enjoyed it.

"You got it, Doc," Applemon nodded. "I just hope-"

Before she finished, however, a bomb fell from above. For a split-second Twilight saw it actually seemed to be a canister of some sort. A massive blast of light cascaded across the shield as it detonated. Twilight heard a scream. Her concentration was broken. Her defenses fell.

And the soldiers advanced.

War of the (Holiday) Worlds

"DO NOT BREATH IN!" Dr. Whoovenstein cried, as black smoke surrounded them, emanating from the now-in-pieces canister.

"Hang tight, then! Let me get us some space!" Rainbow Death called.

At that, she gritted her teeth and began to flap her single, massive wing. And as if it were a fan, the smoke was instantly blown away, dissipating into the air.

“Hah! You don’t mess with a pegasus who has a wing power of over nine thousand!” she grinned.

"Those soldiers are still between us and the TERRODIS though," Doctor Whoovenstein growled, before putting on a wicked smirk. "But that’s alright. If it’s a whoopin’ they’re a-wantin’, they’ve come to the right place! HAHAHAHAHA!"

"Allow us then, Doc," Rainbow Death grinned, twirling her scythe as both Pinkie, now armed with her dream-space battle-axe, and a snarling Applemoon formed along side her, striking combat poses.

“Awwww yeah! Go Team Elements!” Pinkie cheered.

"I-I can't stand all this fighting," Flutterfright whimpered, covering her eyes with a hoof. "P-Please, just tell me when it's over..."

"Then let loose your instincts again, Flutterfright!" Applemoon called. "Just like when we took down that Windigo! We’re gonna’ need em’!"

"N-No! I can't... I won't!" she cried. "I don't want to hurt any elves... they're not themselves!"

"She's right!" Twilight cried. "They must be under some form of mind control! That's the only way any of this makes sense!"

"It doesn't matter! This is war!" Rainbow Death snarled. "It's them or us! And that means: it’s them!"

The Harmony possessed soldiers halted at that, before droning:

"Your concern is touching, Twilight Soulshard, Element of Enslavement. But empathy will not save you from assimilation. Come. Join us, and together, we will preserve the primary universe. We will spread cheer and joy throughout the year."

“You sound just like that Windigo priest,” Twilight growled. “And I don’t care how many worlds you’ve enslaved, this is the line in the sand!”

"Yeah, you're nuttier than a friggin' yuletime fruit cake!" Rainbow spat, before chuckling slightly."Hehe, see what I did there, Twi- HEY, OH NO YOU DON’T!"

While she spoke, the elves were busy knocking arrows.

But Rainbow was ready for this. Narrowing her eyes, she lifted her head towards the heavens.

"Seria sempy! Taradok ryloth!" she roared. ”By the Eternal Planes of Death, I will blight your path!

And immediately, a bolt of lightning cascaded downward and struck her scythe, giving it an eerie, blue glow.

At the same time, the elven soldiers released their arrows.

“RAUUUUUGHHH!.!.!” Death roared, slamming her blade into the ground before her. A massive shock-wave emanated from it, disintegrating the arrows it tore through. No black smoke was released from them.

The group glanced at her in awe.

"By the night, Rainbow, I didn't know you could do that!" Twilight called.

"That's reaper magic, baby!" she winked. "And there's a lot you don't know about me yet, Twi!"

"Yeah, but still: Flutterfright's right!" Twilight argued. "We shouldn't be killing them if we don't need to!"

"Tell that to the Shadow Guard," Rainbow grunted, motioning towards a nearby trio of gatling gunners taking shots at the aircraft above.

“COME ON! Give em’ hell! Keep it up!

“Get some, baby! Woooo yeah!”

Twilight merely shook her head, glancing back at Rainbow.

"I don’t care! I stand by my statement!" she argued. "Come on Rainbow, we can do this! It’s the honorable thing to do and you know it!"

"You're seriously going to deny me the one chance I may ever have to get to go on a killing spree, aren't you?" Rainbow groaned. "Fine, fine! I won't hurt anything… too much."

The elven soldiers still didn't look impressed. And to make matters worse, Twilight soon heard the sound of marching boots behind her. Another column of elves was coming from the opposite direction.

“Shoot shoot shoot shoot shoot!” she squeaked. “We’re surrounded!”

Both columns raised their bows and knocked arrows.

"Twilight! Bubble-shield us!" Rainbow cried.

"Hang on! Give me a second!"

And as her horn charged, the soldiers droned:

"It will not save you. All forms of life in this world will be assimilated. Nothing can stand in our way. Nothing-"

Then, out of nowhere, a fury of tendrils flew towards them. Each snagged a soldier around the neck. They began to gasp for air, choking.

"Alright! The cavalry has arrived!" Applemoon grinned.

And then Twilight saw him, or her, noghoul was really sure. Standing at the entrance to the courtyard was the Slendermare, his many tendrils flickering in the wind and choking the life out every elf he had gripped.

"SLENDERMARE! DON'T DO IT! DON'T-"

But Twilight was too late. A second later, the two lines of soldiers went limp in his grasp.

"NO!" she shouted. "Nonono! They're not themselves! How could you-"

Slendermare merely shook his head.

Twilight squinted her eyebrows. “W-What?”

And soon, it dawned on her.

"You mean-"

Slendermare nodded.

And a smile crept over Twilight's face. "You... didn't kill them, did you?"

He shook his head again, before retracting his tendrils from the soldiers, twirling them in a particular formation, and spelling out:

"Not a fly."

Twilight’s smile widened.

"Heh, always full of surprises, aren't ya, Slendy?" she winked.

Slendermare merely gave a shrug.

"By the eternal drums: bloody good show, Slendermare! This gives us a clear shot to the TERRORDIS!" Dr. Whoovenstein called, waving a hoof forward. "Come on, let's go!"

Before she followed, Twilight gave Slendermare one last nod of respect. He nodded back, before zooming off in an opposite direction, him having a mission of his own to perform.

The group then made their way down the street, a block between them and the Doctor's machine. On the way, they began seeing corpses of both guards and elves strung along the blood-soaked road, which were... actually normally blood-soaked.

However, soon, it became apparent that the guards weren't totally responsible for the elves’ deaths. Standing by a number of their corpses seemed to be frozen, gray statues of angelic looking pegasi. However, their sharpened, snarling mouths made it apparent they were far from 'angels.'

"Ah, Weeping Angels," Dr. Whoovenstein smiled cheerfully. "I was wondering when they'd join the fight. Just do them a favor and glance away from them so they can continue their work."

Applemoon gave a gulp, glancing warily at the sight.

"Yeah, alright..." she said.

At that, the group looked away, and a second later, the 'Weeping Angels' were gone.

"The elves think they're going to have a jolly good time invading this city," Dr. Whoovenstein chuckled. "But I hope they realize they've just invaded a world of nightmares."

"I-I'm just glad those things are on our side," Flutterfright gulped.

"Yes, but speaking of the elves," Scarity said, lifting a ghostly eyebrow. "I'm surprised their invasion isn't more... well... holiday themed."

"Oh, this is good," Rainbow chuckled. "We're being invaded and naturally, the first thing you do is analyze their choice in style.”

The ghost began blushing fiercely. "I didn't say that was the only thing bad about this whole situation!"

"Sorry, sorry," Rainbow said. "I didn't mean it as an insult...” She began to smirk. “It's just so... you."

It didn’t seem to help, however. Scarity still held an offended look upon her.

"Hmph, if you say so..." she said, folding her arms.

Though a second later, her eyes widened, as she pointed ahead of her. "Though I must say... those look peculiar."

Rainbow lifted an eyebrow, before glancing down the road. And soon, she and the rest of the group gawked at the sight as well. Lacing the street were a number of jack-in-the-boxes, sitting innocently... silently.

"OK... that's not suspicious at all," Applemoon said, glancing warily Twilight’s way.

"So much for it not being a holiday themed invasion," Twilight groaned.

"Well, whatever they are, we gotta keep goin'!" Rainbow announced.

"She’s right. The TERRORDIS is dead ahead," Dr. Whoovenstein nodded. "Hidden in one of the side alleys. We're very close."

“We could go around em’. Take another route,” Applemoon suggested.

“I’m not so sure… who knows what we could run into if we do that,” Twilight said. “We should keep going…”

Applemoon paused, glancing at her warily, but soon gave up the argument.

“If you say so,” she sighed.

The group of seven crept on, trying their best not to disturb the strange, yuletime boxes. Though as soon as stepped within about five feet of them, it became apparent that an alternate route may have been the best option.

A strange melody began to play from them, as the jack-in-the-boxes' tiny, twisting handles began turning on their own.

It was sickening to say the least.

"Oh god! My ears!" Pinkie shrieked, covering them. "The song! It's too cute!"

"Screw this! They already know we're here! Let's book it!" Applemoon shouted, leading the group into a gallop towards the alleyway.

Then suddenly, as if they had sensed their panic, the boxes lept open. Shooting out of them came various clownish figures, teddy bears, and other such things, attached to little metallic springs. The group halted in their treks, their eyes widening in horror.

"Oh my... they're too adorable!" Scarity cried dramatically. "I can't look!"

Applemoon shook her head. "Just ignore them! We've gotta-"

And then, as if the scene couldn’t be any creepier, the figures all began to sing in an eerily happy tone:

"Here comes Harmony!

Here comes Harmony!

Right down Harmony Lane!

Don't resist us!

Or you'll risk us,

Blowing out your brains!"

The group gasped in horror, but Twilight's surprise, Rainbow actually grinned.

"And Hearth's Warming Eve just got twenty times more hardcore," she said, nodding in approval. "Now that's horrible!"

"And the bombers flying around aren't?" Twilight said, lifting an eyebrow.

Rainbow shrugged. "Meh, that's just classic stuff. Ratzi-imitations aren't that scary. This, however, is brilliant!"

And then, popping out of each figure's mouth came a gun.

"Time to join us!" they chimed in a merry tone.

Twilight shot Rainbow a glare, who sweat-dropped in return.

"A-Alright, and my appreciation for them just ended," she gulped.

"DUCK!" Twilight cried.

RAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT-TAT!

Muzzle flashes emanated from each gun as the group did just that. A series of purple tracer fire flew over their heads.

"ACK!"

But Dr. Whoovenstein was too slow. To Twilight's horror, one of the purple beams struck him in the side, sending him sailing to the ground.

"D-DOCTOR!" Flutterfright shrieked.

"Damnit!" Twilight growled. And within a second, her horn began to glow. Immediately, her familiar, blackened, shadow-like bubble-shield surrounded the group. The purple tracer fire struck it with blinding flashes of light (which was particularly annoying for a ghoul’s eyes), but luckily, it held.

Nearly a split-second later, Flutterfright was by the Doctor's side, checking his pulse.

"He's alive!" she announced, sighing heavily. “Unconscious… but I think he’ll be alright.”

“And it makes sense… they're here to infect us, not kill us!" Twilight announced.

Flutterfright then licked her lips, a strange look coming to her eyes as she stared at the Doctor’s neck. “My… and he looks so appetizing… just lying there like that… such an easy meal… I wonder if he’d mind if I-”

"Not the time, Flutterfright!” Twilight growled, the vampony immediately snapping out of it.

“Ack! Stupid instincts!” she squeaked.

"Either way, what the heck are we gonna do without the Doctor?" Applemoon asked.

"We'll have to figure out how to use the TERRORDIS ourselves! It shouldn't be too hard!" Twilight said, sweat now dripping from her forehead as she gestured forward. "Come on, I can't keep this up much longer!"

The group nodded to each other, and then took off into another gallop, making sure to stay in Twilight's shield as they moved along. Scarity carried the Doctor in a telekinetic hold, a clear look of strain on her face as she did so. And just as they made it to the alley-

"Can't... do it... anymore..." Twilight heaved, her shield collapsing. At that, she fell to her stomach, panting.

"Oh no! Come on Twi, you're not about to call it quits now!" Rainbow Death growled, actually wrapping her surprisingly strong, black wing around her and carrying her in its grip, purple tracer fire dancing about them.

"A-Always there when I need you," Twilight struggled to say, smiling towards her.

Rainbow merely smirked, chuckling. "Heh, well, us Elements gotsta stick together! And I don't want to be the one to have to tell Nightmare I left her student behind!"

"Yeah..." Twilight sighed.

They could now see the TERRORDIS. It was essentially a massive, black coffin that stood upright, with a single door etched in its front. They charged towards it, victorious grins on their faces, when suddenly....

PLUMMMMMMMP!

Out of the sky came a giant, grey, teddy bear, its eyes glowing a hot red. It slammed down right in front of the group, cracks forming in the concrete where it hit, and bringing them to a skidding halt. It soon rose to its feet, procuring a massive war hammer slung on its back, the hammer part of it curiously transparent and glowing an eerie blue.

"Ohhhh crap!" Rainbow growled, glaring at Scarity. "And you were complaining that their invasion wasn't Yuletime themed!"

"Well, I suppose I was wrong then!" she huffed, before barreling in front of the thing. "Hey, look at me! I'm most certainly corporeal! Waste your effort on me, darling!"

The two story tall abomination turned its head towards her, scowling with sharpened teeth.

"Target Identity: Spirit. Priority: Zero." it droned in a robotic-like voice.

"Hmph, not good enough for you, am I?" Scarity snapped. "Well then, if we're going to be like that, then let me tell you that your glowing eyes are cliché and not very scary!"

The Teddy Bear ignored her, turning its head towards Pinkie Slice.

"Target Identity: Undead. Priority: One. Assimilate."

"Oooo! It picked me! It picked me!" she beamed, bouncing. "Come on, let's play!"

As quick as lightning, and as the group gasped, she charged forward, her war-axe held in her mouth.

”Terminate…”

The bear’s hammer thundered down, only for-

“Nope!” Pinkie chirped, skirting to the left with super-pony agility, the hammer cracking down right where she once was. Though surprisingly, it didn’t even make a noise as it struck concrete.

"Alert: Agile target. Cannot compensate!"

Giggling, Pinkie then lept upon the hammer’s hilt, and somehow trotted up it with amazing speeds…

“Mind if I axe you a question?” she grinned.

-And a second later, she sent her war-axe through the machine's neck, severing its head.

The group’s jaws dropped. Applemoon scratched her head in bafflement.

“What? I’ve always wanted to say that,” Pinkie shrugged, as she landed in a badass pose, her flank turned towards the beast.

Its head then plopped to the ground, sparkling wires hanging out of it, as its red eyes flickered on and off.

"E-Error. E-Error. C-Cannot access locomotive s-systems. Shutdown... imminent..."

And it went dead. The body soon followed, crashing to the ground.

Rainbow lifted a hoof, her eyes widened in shock. “That was-“ She scratched her head, simpering. “Well- uh, it would have been cooler without the pun.”

"Hehehe, still, I'm soooo glad they sent robots!" Pinkie beamed. "We can go all-out on robots, right, Twi?"

"Knock yourself out..." Twilight groaned, Rainbow Death still holding her tightly in her wing. "Or more preferably... knock them out."

"Come on, then, let's get out of here before they throw more surprises at us!"  Applemoon grunted, glancing at the TERRORDIS. "We may not be riding in style, but it's something!"

The group then made their way around the Teddy Bear's sparkling body and into the mobile laboratory that was Dr. Whoovenstein's home.

And indeed, the interior resembled just that. There were tables strewn about a metal floor, various containers of chemicals bubbling on them. And in the center was a metal operating table that seemed to be standing below a titanic Tesla Coil.

"M-Must have been where he made Derpy Stitched," Twilight whispered, glancing at in it awe, before glancing about the TERRORDIS even more-so. "This place... is amazing."

"For eggheads, maybe," Rainbow chuckled, before making her way over to a control console. "Now we just need to figure out how to work this stupid thing..."

Twilight took a deep breath at that, as Rainbow lay her down beside her. At that, she turned her head towards her, a concerned look etched on her face.

"Hey… you alright? What's wrong?" she asked.

"It's just..." Twilight began. "I don't... I don't like leaving the city like this. I feel like we should be out there helping to defend it.” She took a deep breath. “It was my home, you know..."

Rainbow threw her a warm smile. "Hey, I understand. But as the Doctor said, the elves don't realize what they're up against. They may have tech on their side but they don't have our...." She squinted in thought, before smiling. "Our grit."

"Heh... yeah... I s-suppose you're right," Twilight admitted. "We are a merry bunch of nightmares, aren't we?"

“Darn straight!” Rainbow lifted an eyebrow. “Though it sounds like… something’s still bothering you, isn’t it?”

Twilight paused, though before she could open her mouth, the moment was broken.

"Oooo, I wonder what this button does!" Pinkie chimed.

Twilight's eyes widened. Pinkie’s hoof was precariously close to a big red button on the other side of the lab.

"PINKIE! Don't touch anything!" she shouted.

But it was too late. She had already hit it, and the TERRORDIS began to rattle and shake.

Her friends turned to the dream demon, glaring.

"Oopsie," she sweat-dropped.

"PINKIE!"

And they flew into the void.