A Nightmare Night You'll Never Forget

A whole marching band was running rampant through her brain, drums beating away in a steady thrum. That was the first thing Rainbow Dash became aware of upon regaining consciousness. Opening dreary eyes and lifting a blue hoof up to rub them, she noticed something else.

They weren't blue.

In fact, they were a light tan that seemed oddly familiar to her. Wiping her hoof on her side to check that it wasn't simply dirt, she became aware her chest and side were the same tan shade. Weird.. she thought as she could of sworn she hadn't dyed her coat. The headache subsiding, Rainbow Dash picked herself up and refitted her safari hat, then set her mind back on the events leading up to this point.

She had been flying towards Ponyville when everything seemed to shake and despite being in the air she could feel it. Then nothing. That couldn't be right. She backtracked again; flying with... flying with- Fluttershy! Rainbow Dash spun around to look for the pegasus, the fast movement causing her headache to return and she summed it up to be a consequence of falling after the ground shook. Which is what she must have done. Sure enough the pegasus, still covered in a white blanket, was laying nearby.

Rainbow trotted over to her friend and called her name, "Fluttershy?"

There was no response from the hidden pegasus.

"Fluttershy, get up, we're almost there."

Still no response. Cautiously she lifted a hoof to prod the pegasus, "Fluttershy?" Receiving nothing, Rainbow Dash pulled off the cover and revealed her friend laying on her side. A look of annoyance passed Rainbow's face as she grumbled further, "you can't fall asleep now Flutters, get up!" and with that she pushed the pegasus's shoulder, which only led to her friend rolling onto her back.

That was when she realised something was wrong.

Rainbow Dash looked over her friend as she lay deathly still, not even her chest rising or falling with breathing and a concerned expression passing Rainbow's face that was quickly turning to panic.

"No no no no..."

She checked her breathing, no she wasn't breathing. Without a second thought Rainbow lowered her ear to her friend's chest, listening for the precious sound of her friend's heartbeat. It was like an icey cold dagger pierced her own heart as the seconds past and all was silent. Rainbow Dash turned her head to face Fluttershy's as she leaned back up, a barely restrained whimper managing to escape as tears rolled down her cheeks.

"N-no! Fluttershy! Y-you can't leave me, please!" the mare cried, looking around frantically, "help! Somepony help!" her cries became choked as she returned her gaze to the limp body before her, hooves trembling on yellow fur. Then a look of determination crossed her face as she muttered to herself, "no, I wont let this happen. Not like this."

Nudging the pale pegasus and then pulling her up by the fur on her neck, Rainbow Dash positioned Fluttershy over her back and began racing towards Ponyville.

Unheard by the racing pegasus, a soft voice called from afar.

Ponyville was a mess. Ponies were running around screaming, tripping over things - over each other - it was just like what had happened last year, except Luna was no where to be seen.

"Duck!"

Flags were torn, banners ripped down - somehow the stage was on fire - and stalls and carts upturned. In every direction, some horrid creature was running wild, ripping things down, snatching, grabbing, clawing, biting - the cause of all the panic and chaos.

"AHH!"

Some were being chased, attacked and in the case of the poor guy who'd dressed up as a diamond dog, being ridden. Others were the ones chasing or attacking.

"Duck!"

And others...

"What is wrong with you?!" the strange scaley creature cried as a certain black and pink, poofy-maned monster bounced around his small group, bopping each of them on the head as it passed.

"GOOSE," the poofy-maned creature shouted, far too excitedly, and lunged towards the strange creature, wrapping hooves around it's body and head, immobilizing it as the furless creature tried to call for help. The poofy-maned one buzzed with insect like wings happily, as a delicate pink aura began to drift from the furless creature and into it's mouth.

"Pinkie, Ah told ya ta stop this madness-- Aaaah! What is that?!!" came another, rather annoyed voice that was quickly cut off when it's owner saw the strange creatures Pinkie was climbing. Strange indeed, some kind of gremlin or goblin, a strange bluish purple colour with blunt grey spikes covering it's shoulders and head.

"G-get her o-off! AAAH!" the creature cried, flailing around as Pinkie continued to absorb the pink aura. A black shape came flying towards her and she had barely enough time to release her grip and jump out of the way. Her half-transformed figure melted away into the well known black chitin of the monster she was. A Changeling.

"Awww, Applejack, why'd you have to go ruin my fun? I was enjoying that! No wonder that big meany queeny wanted Shining Armour, love tastes soooooooo good! I mean how could you resist? Really! Applejack you should try it, I be you'll loooove iiiiit!" the bouncing changeling chittered happily.

"Pinkie will you just come down 'ere for ah moment?" Applejack growled, though to a pony's ear it was more like a predatory hiss.

"Aww.. Applejack, you're not fun," Pinke sulked, shooting an unimpressed glance at Applejack and failing to notice the group of gremlins sneaking off.

"Now just hold on a darn minute, am Ah the only one of the two of us who realises Ponyville has gone from festival to monster filled playground? This aint funny Pinkie, we gotta find Twilight!"

"PFFFT! Of course not silly! That would be ridiculous!" the bouncing changeling replied enthuisatically, leaving Applejack to just stare bemused.

"...Which part?"

At this, her changeling friend stopped bouncing and dropped to the floor, a look of dangerous curiosity in her eyes. Not that you could really tell, being giant orbs of pink and all. Applejack began to feel uneasy and leaned backwards as if to escape her stare, "uhh.. Pinkie, if ya don't min-"

Quite suddenly the both of them stopped and turned their heads towards the same direction, tattered ears spinning around to face the same way.

Huuuuurrruuuuuuuuuuuuuuuuuuuuuummmmmmmmmmmmmmmmmmmmmm......

There was a moment of silence as the two changelings looked on.

Huuuuuuurrrrrrrrruuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuummmmmmmmmmmmmmmmm.......

"The Queen..."

Together their wings buzzed in unison and they took off towards the edge of town.

"Rarity, oh dear, quickly - we can get around those... things if we go through Sugarcube Corner," a blue pony whispered to the one behind her as she looked carefully around the alley corner. Mrs. Cake had not dressed up for Nightmare Night, as a few of the other parents hadn't, and was completely oblivious to the danger she was currently in.

"Mrs. Cake, are... are you sure we'll... we'll be safe... there?" Rarity asked, her voice sounding tired and her eyes dreary. Mrs. Cake took note of this and turned, both hooves either side of the white mare's face as she looked her over.

"Rarity, are you okay? You don't look well at all."

"Mrs. Cake.. please... leave me here and... and get to the bakery," Rarity replied, ignoring the concerned look on the baker's face and trying to pull away. Mrs. Cake would have none of that.

"Now listen here, I will drag you by your tail if I have to, but I am not leaving you out here like this- and with those.... creatures running around!"

Rarity on the otherhoof, could feel everything changing and had a terrible feeling things were about to go from bad to worse.

"Mrs. Cake please.. I.. I don't want to hurt you.. please just... just go," the unicorn pleaded in a hushed tone as she lowered her head, her mane falling over her face. She was weak... and she needed something.

"Whatever do you mean, dear? Of course you wouldn't, that's nonsense talk - quickly, come wi-"

"No.. you don't understand," Rarity said, her muzzle morphing into a slight snarl as cruel black lines zigzagged patterns from her now red eyes.

And that something was coursing through the veins of the pony before her.

She looked up, mane falling away to reveal her distorted features.

"I.. can't.. control it," she snarled, before she lunged forward, catching the blue pony completely by surprise, and the final touches of her "costume" broke through fur and skin, to the precious something she so desired.

Atop the Town Hall a shadowed figure glanced over the panicked town. Everything was in disarray, ponies were running madly, trying to escape, creatures, demons and monsters of all kinds were fighting over each other to get the next multi-coloured pony to cross their path. The cries of those in peril and the triumphant screeches of horned demons filled the night sky with fear, it was a miracle no one was dead. Yet.

The shadows spun around the Hall's spire like a massive black cloud and drifted to the upmost balcony, melding into the form of a stallion. His iron gauntlets clunked across the wooden floor boards and his cape blew in the wind. The King of Shadows licked his lips and grinned wickedly as he watched chaos descend upon Ponyville.

Tonight would be a night to remember.