A Nightmare Night You'll Never Forget

by WolfsFury

Rating: teen
Tags: Spike, Comedy, Random, Discord, Princess Celestia, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Dark, Alternate Universe
Length: 13715

It's Nightmare Night and everyone's dressed up ready for the night's festivities! But what's this? Discord wasn't invited? Now who's brilliant idea was that? He's more than a little upset.. Oh dear...

It's Nightmare Night and Discord's first since he was reformed. He's been looking forward to it for months and even put together a neat costume to go with it. Until Celestia sends him a message saying he's not allowed to go.

Down in Ponyville, the ponies are preparing for a night that will never be forgotten- but nothing could have prepared them for this.
Spike's an alicorn, Twilight's a dragon, Rainbow Dash is her favourite daring adventurer, Rarity's a vampire, Pinkie Pie and Applejack are changelings, Fluttershy's dead and Sombra and Chrysalis have returned. And I'm not referring to costumes!

What is going on here?!

Edit: ANNYNF was featured on July 24/07/2014! Thank you for this surprise feature :D !

Published 2013-03-05 06:40:01 UTC
Last updated 2014-07-24 14:52:15 UTC

Prologue: Forbidden

It was a quiet morning in Canterlot Gardens, the birds chirping sweetly, the sun slowly rising into the sky and bringing with it the warmth and light it could offer. Many citizens were still asleep, cozy in their soft beds and the ponies who were out held a smile on their faces as they continued their morning routine. Everything was perfect, everyone was happy.

Everyone except a certain draconequus sitting on a park bench in the same area where he once stood frozen in stone, that is. It had become a place of calming for him, but he was far from calm at that very moment.

Discord glanced down at the parchment for the umpteenth time that morning, having received the letter earlier from Celestia's phoenix, Philomena. He grumbled under his breath, muttering in annoyance, as his eyes trailed down the message.

Dear Discord,

I regret to inform you that due to the fear you may cause unneeded distress this night, on Nightmare Night, you are hereby forbidden to leave the castle grounds until dawn.

I do apologize, I know you've been looking forward to it, but I can not risk it.

Princess Celestia

"Can not risk it, puh!"

The draconequus lifted himself up and turned his gaze to the castle looming overhead, glaring at the balcony high up, that lead to the princess's chambers. He was quite aware the letter was not a joke and that only fueled his anger.

"I've been looking forward to tonight! How dare she think she can just strip my freedom like that! I am reformed but I still have my freedom!"

Very few things ever upset the draconequus. Very few. But one thing that annoyed him above all, was how Celestia thought she could treat him like a tamed animal. How dare she!? He liked chaos, he liked when things went out of hand - it was his domain, his realm in the land of the living - God of Chaos. But being told he was prohibited to enjoy the one night of the year (except April Foal's, of course) that he could break his reformation and have just a little fun, was frustrating beyond imagining.

He would be having a conversation with Celestia about this and in a flash, the garden was once again empty.

"Sister, pray tell, have you told Discord about tonight?"

Celestia looked up at her sister from her breakfast with a suddenly pained expression. She attempted to hide it, and succeeded, but Luna had seen it either way.

"Yes, he is aware he's not to leave the castle grounds tonight."

"You forebode him from leaving the castle?" Luna asked, rather surprised, and then shook her head and continued, "'Tia, that's probably not a good idea, you know how long he's been looking forward to this. Discord won't be all that happy."

The sun goddess swallowed another bite and smiled at her little sister and was about to reply when all of a sudden the great twin doors to the main hall were pushed opened and in came a rather upset draconequus - accompanied by two guards who were trying to keep him out and were failing terribly.

"Speak of the demon," Luna said under her breath and her sister shot her a warning glare to which she responded with a childish grin. Celestia lifted her head and faced the oncoming demon, she knew what this was about.

"What is this?" he asked, thrusting the piece of parchment in the air for all to see, "tell me this is some cruel joke!"

Celestia was about to respond but was interrupted - again - by the sound of Luna's chair grating against the ground as she stepped off and excused herself.

"I'll see you tonight, sister?"

Wait! Luna! Don't leave me to deal with him alone! Celestia thought, rather frantically and it must have been evident enough on her face because her sister only smirked and before she could say another word, Luna had already reached the doors and was out of sight. She turned back to Discord, and wished she hadn't.

"It's no joke, it's for the safety of my subjects and you should be able to understand that," she said, pulling her normal regal composure together again.

"Forbidden? To even leave the castle grounds? This is absurd! Even for you!"

Celestia blinked, her composure cracking for a mere milisecond before returning, "and what is that supposed to mean?"

The demon before her crossed his arms, tapping his foot as he appeared to lean on an imaginable wall.

"You know exactly what that means, princess," he growled, almost spitting out the last word like a vile tasting food. Celestia shook her head slowly and, lifting a serviette in golden magic, dabbed it on her lips and then rose from her chair, striding towards the double doors Luna had exited through.

"It's for the best Discord, please understand that. I let you get away with April Foal's and look what happened?"

"Hey! That wasn't even my fault!"

"Flooding the castle in chocolate milk wasn't you fault? You turned the castle's water supply into chocolate milk. Do you remember that?"

Discord stammered for a second, but he did respond, "How was I to know that tap in the kitchens was broken?"

"You're not going tonight," Celestia said sternly, glaring back at him, daring him to defy her. He did however, stomping towards her, tail flickering annoyed and causing the nearby guardsponies to shuffle and prepare to, at any moment, spring to her aid. Though it wouldn't be necessary.

"You can't treat me like some tamed animal," Discord growled, getting right up into her face. She glared back at him, pushing her head forward to force him away, which only made him stand his ground.

"Stand down Discord, I am doing this for the safety of Equestria, I know you were looking forward to it but after April Foal's I can not allowed you to roam free during-"

"I AM free - I may be reformed but I'm not your pet. You can not tell me what I can and can't do," he fired back, cutting her off and Celestia could feel his gaze intensifying with every word. She refused to move and did not respond, she merely waited. Sure enough the draconequus grumbled some more and lifted himself away, storming towards the door and then flashing out of existence, a crumpled piece of paper hitting the floor.

Celestia remained still for several moments, long enough to have one of the guardsponies worriedly ask, "Princess, are you alright?"

She closed her eyes and nodded, re-opening them in a much softer expression and briefly thanking the guard for his concern before assuring them Discord was of no threat. She turned towards the doors leaving them behind as she advanced down the hallway to her other daily duties.

Discord won't interfere with tonight, he might be the god of chaos but even he has boundaries. Everything will be fine.

Celestia will not stop me from partaking in Nightmare Night! I am the god of chaos and this is one of the best nights for pranking! I'll show her! Discord thought as he paced back and forth, once again in the garden near his original residence.

He stopped pacing and looked up at the balcony he'd seen earlier.

I'll show her. I'll show them all! This Nightmare Night will be a night they'll never forget!!

Author's Note

a/n: Hey guys, I haven't done much of 'comedy' before but I hope you guys enjoy it!

Comment, Thumbs up or Fave if you like and want more :D

I: Preparation

"Spike, can you pass me the- Thank you," a purple alicorn said as her assistant handed her a pair of scissors, a needle and some thread.

"This is stupid."

Twilight lifted her head and turned towards him, quirking an eyebrow. Spike stared back at her, slightly annoyed and she merely smiled in response.

"Oh come now Spike, it was your idea in the first place," Twilight countered, returning to her work as the little dragon continued to play with his costume, prodding it in different places.

"Yeah but you get the cooler costume," Spike grumbled, to which Twilight froze, turned and glared at him.

"Cooler?"

"Uhhh.. not that ponies aren't cool or anything! Eh-heh-heh," Spike replied, all to quickly, and pulled the rest of his costume on to hide his face. Choosing to ignore his comment, the mare turned back to her work and after cutting away an extra piece of fabric she stood back, pride showing through as a big smile on her face. Spike stopped his muttering and took a step forward to see what Twilight had been working on. Of course, he knew what it was, but he had doubted her ability to make it look decent.

"Behold! My costume for this year's Nightmare Night!" Twilight said with pride, eyes gleaming.

Spike grinned and jumped on the spot, "okay! Never mind what I said, this is going to be awesome!"

"How long until the event?"

"Uh-," the dragon quickly looked up at the clock, "-an hour. Should we get going to Fluttershy's now?"

Twilight happily paced over to her desk, removing her tiara and setting it on the desk. Her golden shoes she had removed long ago, to work on the final touches of her costume.

"In a moment, I should get this on first," Twilight replied, turning around and returning to where her suit lay across the wooden floor and stared at it momentarily, then blinked and looked at Spike hopefully, "uh.. help? Please?"

Smiling, but not first without a sigh, her assistant helped her put her suit on. First the head, then attaching the fake fabric wings over her own, the claws, the tail and finally a very simple body piece that had green spikes over the top. Spike had originally questioned her use of wings for the costume, but after helping to make Spike a set of fake wings for his own costume, neither complained.

When they were finished, it was easy to say they were quite pleased with one another's costumes.

"Haha you look like me!"

"And you look like me! Come on, we better get going to Fluttershy's before she puts the cottage under complete lockdown again like she did last year," Twilight said with a sarcastic tone as the door to the Golden Oaks Library opened and the two cross-players left, heading down in the direction of their friend's cottage.

It had taken weeks of convincing Fluttershy to come with Twilight and Spike this year, after last year's run in with Princess Luna had not gone quite as expected, the yellow pegasus was even more fearful about tonight than ever.

Knock. Knock. Knock.

There was no response.

"Fluttershy? Fluttershy it's me, Twilight! Are you ready?"

"I'M NOT GOING!" came the quite-unexpectably loud voice of her friend from behind the door. With a sigh Twilight turned to Spike for help but he only shrugged.

"Fluttershy, we talked about this! Come on, it'll be fun!"

"No!"

"You promised."

"I..."

"You Pinkie Promised."

"B-but-"

"No 'buts'! It'll be fun, and you can't break a Pinkie Promise!"

There was silence for a while then then a loud thud against the door which made it rattle and the two visitors flinch. There was a light click and slowly the door creaked open revealing...

"...Fluttershy?" Twilight asked carefully, looking over the thing in front of her. It was definitely Fluttershy, but she had a white bed sheet over her and holes cut out for eyes and mouth.

"A ghost? Really?" Spike questioned, crossing his arms.

"DRAGON!" Fluttershy cried and slammed the door. It took a moment for the two of them to work out what just happened and when they did, they couldn't help but laugh. Twilight knocked on the door again.

"Fluttershy, it's me - Spike and I decided to go... as each other this year. It was his idea, I just agreed," she said, trying to sound comforting. The door opened again and the timid pegasus looked around. To help, Twilight pulled off the costume's head, a simple upper-jaw and face mask that had Spike's colours but would have made him look much older, and let it float in the air by magic. Even under the bedsheet it was clear Fluttershy had relaxed and Twilight was immediately greeted by a hug.

"Well," Twilight began with a smile, retracting her hoof-claws from around her friend, "let's get going!"

Hesitantly, Fluttershy took a step forward and began following Twilight and Spike back into town. All the while Spike was smiling, thinking of all the great costumes ponies would be wearing, all the activities and the most exciting thing of all...

"I can't wait to see everyponies costumes!"

"I can't wait to see the Princesses again," Twilight said with glee.

"I know," Fluttershy said, her mood suddenly brightening at the change of subject, "I wonder if they will be wearing costumes!"

"I don't see why not, I'm wearing a costume," Twilight said and left out the part about how Celestia had left her a note about the costumes she and her sister would be wearing. It had to be a surprise, and knowing that she herself had used magic to help with her own costume, it was without a doubt they'd cheat as well. And at least one pony would need to be aware of it, lest the whole town break out in panic like they did last year fearing Luna was Nightmare Moon.

Undoubtably upon their arrival ponies would freak anyway... but this was Nightmare Night! Full of screams and scares, nopony was safe! No one knew what to expect!

For the rest of the walk into town, they continued chatting about what they would do and who they had to go see. It was a surprise to hear that Princess Celestia and Princess Luna would be visiting Ponyville in particular - as of recently, the town had a resident Princess but visits from Canterlot were still hugely important and honoured events. This Nightmare Night would be one to remember.

"Pinkie, ah you sure this is ahright?"

The pink pony was happily brushing a rather large paint brush over the farm ponie's fur, dipping it into a bucket of black liquid and then brushing it over orange fur again, each time sending a shiver across the mare's back.

"Ahsohutely-lutely!"

Applejack shivered again as cold wet dye came in contact with her fur again.

"This 'ere dye better come out," she said, rather concerned. Pinkie Pie stopped brushing the dye and turned to face the farm pony.

"I hope so too," she said, with a whispered voice, eyes wide in wonder. Applejack froze, looking at her with the same shocked expression.

"Yah mean, Ya don't know if it will come out?! Ah thought ya said it would!"

Pinkie rolled her eyes and returned to her seat behind Applejack, lifting the brush again and sending a fresh shiver down the farm pony's spine.

"Hoo orry hoo huch, Ahhleack," she said, trying to speak through a mouthful of wooden paintbrush handle.

"Ahright! Ahright! I'm done, now let me-" Applejack began but was cut short when the pink pony lifted the tub up and poured it on herself, coating her own pink coat with thick black dye and then brushing it over any spots it missed. She stared bemused at the pink- no, black pony, and then moved on over to a table, pulling off two blue-coloured pieces of thick fabric that looked vaguely like capes. The dye dried incredibly quickly and the two tied on thier blue 'capes' without fear of getting them ruined. Next, came the sheets of green plastic.

"Um... Applejack, we're not... you know," she lifted a hoof up and imittated trying to drill a hole through it. Applejack stared horrified at her, then quickly shook her head.

"No, Ah think this'll do just fine," she said, moving behind Pinkie Pie and attaching the sheets of cut-out plastic to her back, then allowed Pinkie Pie to do the same for her. Lastly came the fake fangs. The stuff used to hold them against their teeth tasted horrible, but the upper jaw of teeth held and their costumes were finally finished.

"AAH! Changeling!"

Both ponies jumped at the shout from behind them and quickly turned to find Applebloom, a skull mask lifted on top of her forehead, and wearing black clothes with bone-shaped markings around it, staring up at them with a big grin. Applejack and Pinkie Pie visibly relaxed and walked up to meet Applebloom.

"A skelepony this year, eh?"

"Yeah! The other crusaders ah going as skeleponies too, tonight is going to be so much fun!"

Pinkie Pie was bouncing on the spot by this point, her smile wider than the two farm ponies thought physically possible, "I know! I know! This is so exciting! I just can't wait! But I suppose I have to wait because if I don't wait then we'll get there too early and there will be no one there and if there's no one there then there'll be nothing to do and if there's nothing to do then we'll get bored and-"

"We hear ya Pinkie, come on now, we better get goin' if we don't wanna be late," Applejack replied with a chuckle and lead the way out.

There was a rope, a rainbow streak and then a loud crash, followed by a barely audible 'ow' within the Carousel Boutique.

"Rainbow! Honestly, please, please be more careful in here!"

From the 'rubble' of a couple mannequins, a dress or two and a pile of fabric that, once upon a five seconds earlier, had been in a box neatly folded, Rainbow Dash emerged, wearing a safari hat and khaki coloured shirt.

"S-sorry Rarity," she said, rubbing her cheek with a hoof. She looked up to see the unicorn walking towards her and a sigh of relief escaped her lungs.

Finally she's done...

"Ready to go Rainbow?" Rarity asked, using her magic to right the mannequins and quickly refold the fabric away, allowing Rainbow to pick herself up and acquire the rope she had attempted to attach to the cieling. It was obvious Rarity was a little annoyed with her, but after half an hour of Rainbow waiting... as patient as Rainbow Dash could possibly be, one mishap could be overlooked.

"Well it's about time!" Rainbow Dash said impatiently, trotting over to the door and opening it and was about to leave when she hesitated, looking back at her friend.

"Don't you think you overdid it, just a little this year?"

"What in the heavens do you mean dear?"

Rainbow lifted a hoof in her direction and Rarity looked down at her costume, confused by what Rainbow was talking about. Then it clicked.

"Oh, Rainbow," she said, smiling sweetly, "this isn't overdoing it."

"Ah-huh. I'd hate to see what you call overdoing it then," Rainbow said with a sly look, "a vampire is supposed to look scary, not sparkley and beautif-" quickly she put her hooves over her mouth, but the word had already spilled out. Wide eyed she stared at Rarity, who was returning the look. That look quickly turned to something rather sneaky.

"Did you just say I'm-"

"No!" Rainbow protested quickly and then the sudden pained expression that crossed Rarity's face made her think twice and she looked away, eyes darting to everything but the white mare, "I mean, yes - wait no! Yes- I mean, uh... AARGH! Can we just get going?"

Rarity let slip a giggle as Rainbow felt her face heat up and she quickly slipped outside, the "vampire" Rarity close behind her.

"Shall we, Miss Do?" Rarity asked in a sweet voice, to which Rainbow Dash looked at her blankly for a moment until the gears in her mind clicked and she looked down at her khaki vest.

"Haha, forgot about that for a moment," Rainbow said with a chuckle and looked back up at Rarity, "sure."

"Luna, this is a terrible idea," the sun princess said, using her magic to pull a molded mask over her face. Indeed Twilight was correct when she said they'd 'cheat' with their costumes.

"Lighten up 'Tia, just think of it as a holiday."

"It is a holiday."

"Exactly!," Luna said as she pulled her eye lid down and inserted a sheet of thin plastic over her eye.

"They will freak out!" Celestia replied, looking over herself, and while a small grin of pride at how well her magical costume was holidng up broke through, she didn't forget about the story Luna had told upon returning to Canterlot last year - or the stories that went around from other ponies either.

Luna seemed far more relaxed than she was and considering what - or rather who she had chosen to go as, Celestia couldn't even begin to wonder how this could possibly be a good idea.

"Be still sister, We are sure your subjects-"

"Our subjects"

"-will be going as just as dark and horrible monsters as we," the moon princess said, having finished inserting the contacts and was now on to conjuring pieces of steel around her neck.

Celestia looked incredulous at her sister, so calm about the character she was portraying.

"Have you forgotten what these two actually did?"

"Has thou forgotten what day it is?" Luna shot back, putting her hooves into magically-summoned armoured boots and then looking back up at Celestia, "calm thyself, have a little trust in Us."

Celestia glared at her sister and then thought better of it, turning away and completing the illusion over her horn and muzzle. She was about to adjust her wings when who should show up? There was a loud crackling noise followed by a shout.

"Waait!"

"Discord!? What are you doing in here!!?"

The draconequus had appeared out of no where and in his paw was a medium-sized red gem. He lifted it up and offered it to Celestia with a soft smile. Celestia looked down at it suspiciously, then back up at Discord, then to Luna and back.

"What's this?"

Discord recoiled and fained shock, holding his claw to his forehead, "oh Celestia! Not everything I do is evil, it's but a mere gift, why must you think so terribly about me?"

Celestia took the gem in her magic, it was connected to a chain that appeared to be made of silver. Lifting it up to eye level she looked at it, flipped it, inspected it and then turned a judgemental eye to the chaos god.

"It's just a gem. Don't panic. By the way, you two look... smashing," Discord grinned, one claw held at his side and the other pointing loosly at the two disguised princesses.

"What do you want, Discord?" Luna asked, her voice firm. The draconequus sighed and leaned back, both arms perched up like he was resting on a low wall.

"Once upon a time there was a draconequus. There was also a princess. See now, that draconequus wanted to go to this marvelous event-," he began in a rather negative tone, using his lion-paw in gestures, and took special notice of the hard glare Celestia was giving him, "-but the princess thought she could tell him what he could and couldn't do. So-"

"So the draconequus found his sense and realised listening to the princess on occasion isn't such a bad idea!"

"Hey I was gonna say that!" Discord grumbled, narrowing his eyes at both Luna and Celestia's suddenly shocked faces.

"...You were?" both asked in unison. Discord let out another sighed and flicked his tail in annoyance.

"Yes, I was. So... I hope you have a good night without me... You're welcome, by the way," he muttered and turned to leave. Celestia was about to respond when he vanished in a flash of white. Instead, she turned to a very confused Luna.

"What just happened?" Luna asked, still staring at the spot Discord had vanished from. Celestia shook her head and stared back at the gem. Couldn't hurt to put it on, right? A gift from Discord - in truth it hadn't been the first, he'd often use them as bribery and very rarely did it ever work, but this was indeed a gift. Slipping it over her neck, the gem rested on her chest and she smiled at it, the deep red almost glowing.

The two sisters continued putting their costumes together, their previous conversation having started up again and when the were finally finished, it was time to go.

"Are you ready 'Tia?"

"Yes... but Luna?"

"Yes?"

"If they freak, it's on you," Celestia said flatly.

"I'm okay with that," Luna replied, remembering how last year the fillies had asked her to come back, if only to scare them again.

This year, it'd be a night to remember.

In the centre of the Canterlot Garden maze, Discord sat upon a pedestal, grinning. The game was set, the pieces were moving.

This was definitely going to be a night to remember.

Author's Note

a/n: Comment, Thumbs up or Fave if you like and want more :D

II: Arrival of the King and Queen

Twilight, Spike and a very hesitant Fluttershy reached town as the moon began to rise over the horizon, marking the beginning of the festival. Fluttershy had already freaked when a small group of fillies dressed as skeleponies ran past them, shouting greetings before bounding down to the next house, bags rapidly filling with lollies. It had taken Twilight's magic to separate the scared pegasus from the tree branch and several comforting words assuring the 'skeleponies' were just a couple of fillies, before they progressed any further. By this point many residents were already out and about, watching over fillies and colts as they went house to house for the night's delicious treats.

Twilight however was more captured in the way the town square had been set up. Much like last year with decorations everywhere, activity stalls set up, with banners and flags bearing the Mare on the Moon insignia along with carved pumpkins, hanging fake skeleponies and other ghouly things. Originally there had been a huge banner up welcoming the princesses but that was taken down earlier that day by none other than Twilight herself. Twilight had warned the mayor not to put anything up, the three of them were here to enjoy the day, not ruin it for the other ponies as their presence would normally.

That was also partly the reason behind the three Princesses chosen costumes, although Twilight's did little to hide herself and she was looking forward to the arrival of Celestia and Luna. However, in Celestia's defence, Luna didn't give her much say in the matter.

They passed two ponies, who stopped in their tracks and bowed, receiving a smile and dip of the muzzle from Princess Twilight as she passed, before finally moving on their way. She was still getting used to that, and quite frankly was annoyed by it. Sure she had wings and a crown now, but she was still a pony.

"T-Tw-Twilight!" Fluttershy stuttered, catching Twilight's attention again and the alicorn-dressed-as-a-dragon turned around to see, through the cutout holes of Fluttershy's costume, the pegasus's wide eyes and if the visible shaking of the cloth wasn't enough, the whimper she made and quick duck-and-hide behind Twilight told anypony she was frightened of something. That something was rapidly approaching as well.

"Hey Twilight! Hey Spike!" came an excited voice from in front of her and as she turned her head around she was met with two black figures with fangs and bug-like wings - but one thing stood out, their eyes. She smiled at them as they approached. That smile quickly faded when the two of them dropped to their knees to bow.

"Oh come on you two, it's bad enough everyone else does it," Twilight said, her tone on the verge of annoyance, as Applejack and Pinkie Pie rose with smug grins. It was a clear indication they had deliberately done that to stir her up and it had obviously worked.

"Aw, sugarcube don't feel bad, you are a Princess afterall... We're just teasing ya, aren't we Pinkie?"

"Yep! Saaay Twilight, are you that... thing from the swamp?" Pinkie asked, looking at Twilight's costume with curiousity.

"Do I seriously look like that?" Spike interrupted, sounding very unamused and causing Pinkie Pie to turn around, confused.

"I'm Spike," Twilight finally said, pulling her friend's attention back to her and then pointing a clawed-hoof at her assistant, "and he's me."

There was a brief silence before Applejack and Pinkie Pie toppled over with laughter, leaving both Spike and Twilight standing there with rather confused looks.

"What's so funny?" Twilight asked, annoyed. Applejack lifted herself up, laughter subsiding and attempted to answer.

"Sorry Twi, Ah was just tryin' ta imagine if you really were Spike and Spike really was you," she said, pulling her Changeling partner up from the ground and dusting off her coat.

"Ah-huh," came the response from both the dragon and alicorn.

"Say, you two wouldn't happen to have seen Fluttershy, would you?" the changeling-farm pony asked, and lifted a brow when it was Twilight's turn to laugh as the alicorn turned around to reveal... what might have been a white rock had it not been shaking violently.

"Oh Fluttershy-" Pinkie gasped and bounded over to the shaking 'boulder', picking it up and squeezing, bouncing up and down, "-it's so good that you could come! This is going to be soooo much fun! A-And we'll make sure Nightmare Moon doesn't gobble you up this year!"

"C-ca-nt -br-ea-th-"

"Pinkie!" Twilight and Applejack said in unison, causing the changeling pony to freeze mid-air (and while normally they would have then stared and wondered how that was even possible, they had long since given up on trying to understand and find logic, and instead, just went along with it), still hugging Fluttershy. She glanced from Twilight and Applejack to the blanket-covered Fluttershy and she quickly released her, dropping both of them to the ground with a sheepish grin and muttering something of an apology.

"I-I'm okay," Fluttershy said quietly and then jumped again as somepony wearing a zombpony costume ran past, making the other four laugh once more.

Twilight turned her attention back to Applejack with a question, "have you seen Rainbow Dash or Rarity?"

"Yeah, Rarity's waitin' for us up where Princess Celestia and Luna are coming in from," Applejack replied, looking and pointing a hoof in her direction, "and Rai- RAINBOW! Don't ya dare!" the pony's voice startled Twilight and the four of them looked up to see what she was yelling at. Sure enough, Rainbow Dash was poised to strike her thunder cloud.

"C'mon Rainbow, you did that last year," said the alicorn to which Spike and Applejack nodded.

Rainbow Dash rolled her eyes and jumped off the cloud, flapping twice and then landing firmly on the ground with a smug grin, "so? A good prank never gets old."

"Maybe but-"

Twilight was abruptly cut off by a loud crack of thunder from behind them, accompanied by flashes of lightning. The sky had quite suddenly darkened, storm clouds rolling in from seemingly nothingness. No rain fell, but flash after flash lit the small town of Ponyville.

"Wh-what's going on? I didn't order any storms for tonight! Where did these clouds come from?" Rainbow asked, almost frantically. She turned to face Twilight and was taken aback by the evil grin on her face, "what are you smiling about?"

"Come on girls, or we'll miss the Princesses arrive!" Twilight replied and let their own memories dance back to Princess Luna's entrance from last year and they sped off after her.

"Girls? What about me?" Spike shouted after them.

Twilight turned around with a giggle, "well you're playing as me - so that makes you a girl for tonight!"

Spike lifted a claw to protest but realised it was futile and bolted after them.

Many of the other ponies had followed Twilight's lead and assumed this was all supposed to happen for the arrival of Celestia and Luna and as a result they formed a crowd around the elevated platform they were due to arrive on, thunder and lightning still flashing and crackling.

"This is gonna be soooooo gooooooood," Pinkie Pie said, narrowing her eyes at the sky and looking around for the Princesses chariot. The group of fillies and colts from last year surrounded her, shaking with eager excitement.

Then there was quite suddenly a blindingly bright flash that forced the residents of Ponyville to turn their heads, followed by several small explosions on the ground not far from them and when they finally could look again, before them stood a wall of shadowy black smoke. Everypony was utterly frozen to the spot, curious, fearful and staring in wonder when a hideous laughter rang out from the shadows and seemed to echo off invisible walls. It was accompanied by an even more sinister one that sounded more like two voices acting as one and many ponies took a weary step backwards.

A shining metal hoof shot out from the shadows and landed on the platform with a loud 'clunk', followed by another black hoof. Two sets of green eyes suddenly appeared within the darkness and then the two creatures both took another step forward. The foggy smoke began to fade and revealed the two creatures. On the left stood a creature as tall as Celestia, black in colour with teal coloured mane and piercing green eyes. On the right stood a much shorter unicorn, mane and tail moving and shifting like shadows, armour wrapping his neck and hooves and a red cape over his shoulders and back. Both of them had devilish grins on as they saw the entire crowd freeze in fear.

And then there was Pinkie Pie.

"Oh my..., IT'S QUEEN CHRYSALIS AND KING SOMBRA - RUUUUUUUN!!" she screamed, half frozen in mid-air, and bolted off in the opposite direction. Fluttershy had followed in hot pursuit.

Chrysalis blinked in sudden surprise, turning to face Sombra momentarily until he crouched low and then shot himself up, head held forward as a predatory roar escaped his jaws. Who knew ponies could even do that? Just like last year when they first met Luna, the same group of fillies who had grouped around Pinkie when the crowd was gathering, screamed and chased after her as fast as their little legs could carry them. Sombra chuckled, his voice deep but smooth and hissing, and lifted his foreleg in the air, standing proud before the fear-frozen ponies. Chrysalis had turned her head back towards the crowd before the fillies had taken off and was now in the air, transparent wings humming at an amazing speed to keep her aloft.

King Sombra lowered his head slightly, parting his jaws and licking his lips, then grinning and launching himself off the platform into the middle of the crowd, his steel shoes creating a loud thud as he landed and all ponies in the immediate vicinity having either followed Pinkie's example or moved just in time as the crystal king gazed around upon his would-be victims as they screamed and took off in the opposite direction. He let out a rough laugh, causing yet more ponies to run away in fear.

All the while Twilight Sparkle was sitting there thinking, this is the best Nightmare Night ever.

"Uh- Twi?! How do we fight them both?" came a shaky voice from behind her, startling her and as she turned she found the voice had come from Rainbow Dash.

"Fight? Well I suppose we could mock fight... just for fun but not for real, someone could get hurt!" Twilight replied, using a hoof to gesture and smiling. She returned her gaze to her friends, who were all giving her rather weird looks.

"That's King Sombra and Queen Chrysalis, why aren't you taking this seriously?!"

"Why are you taking it seriously? Calm down girls... it's not really them," the alicorn said calmly and directed their attention to Chrysalis, who had somehow snuck up on them and was standing behind her group of friends. Rainbow Dash, Rarity and Applejack turned their heads and as the changeling queen smiled, all three jumped back in surprise, brief screams escaping them that were all interrupted as Rarity fainted and their attention momentarily diverted. That was when Chrysalis did something unexpected.

"Oh- Rarity, sorry! Is she okay? I didn't mean to scare her that much!" came her echo-like voice and drew looks of utter confusion from the changeling-farm pony and adventurer pegasus. They heard a giggle from behind them as Twilight passed them and sat beside Chrysalis, earning now shocked expressions from her friends.

"Oh calm down, you forget what night it is. Surely if I can make something like this, two alicorns with thousands of years magical experience can do a far greater job than anyone could possibly imagine," Twilight said, still smiling as her friends' stares returned to Chrysalis, who was in fact happily smirking.

"Yah mean to say-"

"That's Princess Celestia?!" Rainbow blurted, interrupting Applejack and both staring with wide eyes, glancing at each other and then up at 'Chrysalis', who nodded in confirmation. They both stared dumbfounded, until shiny teeth within a grey muzzle moved between them and into their vision, scaring both and causing them to jump away, leaving the intruding Sombra laughing to himself.

"You're having way too much fun, Luna," Chrysalis said, her voice somewhat stern and causing Sombra to stop his laughter and look up at her.

"And you're not having enough, sister," he replied, walking up to her with a mad grin, "if there was one thing I learnt from last year," he said, turning to face the still shaking Rainbow and Applejack, "it was that ponies liked being scared on Nightmare Night."

Chrysalis shook her head, "I knew this was a bad idea. There are boundaries Luna, you don't cross them - now look what we did," using a hoof to direct Sombra's attention to the town square, and the tails, manes and ears of hiding ponies, who were in fact starting to peer over at the scene.

Sombra sighed, he was only having fun, and in a flash of blue his body was replaced with Luna's - magical contacts still visible in her eyes, giving her the appearance she was using dark magic, and the summoned armour and cape still strapped to her body. In a separate golden flash beside her, Chrysalis faded to reveal Celestia, her jewelry fading into existence.

The two sat down beside Twilight, Luna slightly sulking at having to down her disguise so soon, "I was having fun," she said, not looking at Celestia who was preoccupied watching the ponies who had hidden, come out from behind stalls.

"Do not be afraid, citizens of Ponyville, we were-"

"Having a bit of fun"

"-being foalish."

"Oh Celestia, don't be so hard on yourselves, I thought it was good," Twilight said, brightening Luna's mood dramatically and both shared a high-hoof as Twilight praised her, "and it was even better than last year's entrance!"

That was probably the best part of being a princess now, although they were still, by far, her elders and superiors, she could at least not feel so nervous about general conversation around them anymore, and friendly physical contact, that normally would have been frowned upon (such as a high-hoof) was now just a regular part of being real friends with the sun and moon princesses.

The sun diarch slowly shook her head at the exchange and chanced a look at the three of Twilight's friends still present as Rarity came to.

"Oh.. I had the most horrible dream," the white unicorn began and both Twilight and Luna swapped evil glares, "that awful changeling queen returned.... and so did that horrible crystal king... good thing it was just a dr- WAAAAH!" she screamed suddenly, as Luna had shifted back to Sombra form and was holding her head over Rarity, grinning like the mad king the real Sombra was, and causing a fresh wave of fear to run through the poor pony's body.

"Luna!" Celestia scolded, picking 'Sombra' up in her golden magic and levitating 'him' away.

Rarity, having hidden behind Rainbow Dash after getting to her hooves the moment Sombra was lifted in the princess's magic, looked at the rather annoyed Sombra fighting in Celestia's magic as he hovered several hoof-lengths off the ground, with shocked curiosity, "Princess Luna?!"

"Let. Us. Go." Sombra said firmly and quickly regretted it as Celestia's magic vanished and he face planted onto the ground. He lifted his head up enough so that his muzzle wasn't stuck in the ground and quickly flicked to her normal 'armoured-Luna' form with a scowl, "We love you too, sister."

"W-wait, so there is no Sombra or Chrysalis?" Rainbow asked, rather cautiously and fully aware that both were more than likely capable of shapeshifting to look like Celestia and Luna. However, Celestia shook her head, while Luna scowled at her sister before saying, "ask her," and both turned to Twilight. As a result, so did everyone else.

"You knew?" Rainbow asked, accusingly.

"Well, yeah. Someone had to know. Now I'm not sure about you guys but I think, for tonight, you two should turn back - they look really lifelike, I knew and you still had me fooled," the purple mare replied with a cheerful smile, turning back towards the other two princesses and catching the sudden excitement on Luna's face. Without warning (or chance for Celestia to protest) Luna shifted back to "Sombra-Form", stood and moved over to where Twilight was sitting catching a rather hurt and if anything, hesitant, look from her sister.

"Well, I suppose since everypony knows now," Celestia began, staring into the sky as she contemplated it and then, with a glowing golden light and a small smile, her fur blackened and her mane fell into a single aqua colour.

The group had moved off to a quieter area, minus Rainbow Dash who had gone off to look for Fluttershy after Pinkie Pie and the her group of trick-or-treaters returned and she was missing. Technically they were still within the town square, but they were away from most of the activity, happily sitting at tables and talking. At first it had been awkward, what on Equestria do Princesses like talking about? Until Pinkie Pie asked Luna if she'd be posing as Nightmare Moon again during the treat offering ceremony. Celestia had frozen and the rest of them glared at Pinkie Pie until Luna, still as Sombra, laughed and stamped her hoof on the table, saying she would and laughing at their stunned faces. No doubt they were thinking about how strange.. and almost wrong it was to ask her to play the part of a character they'd all much rather forget, and even more so that she was so willing to go through with it.

Then again, Twilight thought, she did it last year...

After that however, Pinkie Pie had raced off with the group of foals to snag more lollies and with her the conversation died and moved to a different topic. One Twilight was not too happy about either.

"So Twilight," Luna began with a cheeky look, "found a nice, strong stallion to warm your bed yet?"

Twilight froze. She did not just ask that. Her cheeks grew hot and Applejack slung a black hoof over her spiked-backplate, a sly smile on her face, "you keepin' secrets from us, again?"

She did just ask that.

"N-No!"

And with the rest of them bursting into laughter - even Celestia letting the stray giggle slip - along with a now very red Twilight, she was simply glad to have that dragon mask on and silently cursed the... "uniqueness" of Luna's vocabulary.

The room was lit with three candles, each a different colour flame. One was blue, another green and another red and they were all placed in seemingly random spots around the room. One would think someone was preparing some archaic spell, but this was just Discord's chambers and Celestia and Luna had given up trying to make sense of what he did, much like Twilight and her friends with Pinkie Pie.

The draconequus was however, at this very moment, looking over his balcony and down at the lights of the element bearer's home town.

That was all he needed. View of his... test subjects.

In his claw he held two red rocks, split shards of a whole gem, and bringing his eagle claw to eye level his carefully placed them end-to-end of each other and tapped the spot they connected. With a smirk, he watched as a white flame flared into being at the connected spot and like magic the two gems liquefied, moving and shifting and then rising up into the air before him as he retracted his hand. The liquid crystal bobbed up and down, encased in white flame and the draconequus focused his eyes on the moon, still climbing up into the starry night sky.

It was a little while off 10pm, and upon the clock striking that late hour the gem would solidify and his spell would activate.

Oh the joyous ride his subjects would endure! Oh the joy indeed, Discord thought wickedly as he once again laid his arms across the balcony railing and waited. Waiting was not his strong point, but he was technically obeying Celestia's rule of staying in the castle.

There was no way he was getting in trouble for this. Okay, maybe a little. But this was definitely worth it.

Author's Note

a/n: AND SO IT BEGINS.

You know the drill, comment, thumbs up, fave or watch if you like and want more :D

III: A Real Nightmare

The moon was high in the sky by the time Spike returned with a bag full of lollies and joined Twilight, who was busy star gazing. The group had parted ways, Celestia and Luna, still disguised as Chrysalis and Sombra respectively, having been lead away by Rarity to praise them on their amazing costumes and soon on to their own things - mostly involving Luna scaring away little foals with fierce (yet playful) displays of power and fear invoking laughter. Luna received two smacks to the head from her beloved sister after she was pulled out of sight of the public by the elder and given a very harsh warning. Which of course, the lunar princess ignored and attempted to show her sister it was all fun and games as the frightened fillies returning, laughing. One would have thought that Celestia had been the mare imprisoned on the moon for a thousand years, with the way she seemed to misunderstand the concept of this night!

Applejack had returned to her shift on watching some of the activities, least of all the apple-bobbing game, Pinkie Pie and her friends were still running around with hoof-fulls of lollies and as far as anypony knew, Rainbow Dash was still searching for Fluttershy. Twilight had been tagging along with the princesses for a while, but moved onto her own path and sought a place of peace. She was now on the bridge on the outskirts of Ponyville, the same bridge Luna had crossed exactly one year prior, after the events of the night had not gone as planned. Happily star gazing, hooves over the side of the bridge wall, Twilight simply admired the stars. The peaceful silence (as much as you could call the chomping of candy by a small dragon silence) was interupted however, by a voice that had taken her the good portion of the night to get used to.

"May I join you?"

Turning she saw 'Chrysalis' waiting at the start of the bridge and then, with a nod from Twilight, moved up to sit next to the dragon-alicorn.

"Beautiful, isn't it?"

"Yes, you're sister really does do a marvelous job, it's like she's summoned a heavenly brush and painted the skies into a true masterpiece of art," Twilight replied with a smile, never taking her eyes off the moon princess's artwork. Her ears flicked to the side as Celestia sighed and she turned her head to find her looking down at her hooves, eyes and ears low.

"She was always better at it than me. All those years and I could never truly do what she does with the stars. I was meant to raise the sun and govern the day, but never the night."

Twilight leaned sideways, briefly nuzzling the changeling-princess's side, finding the hardened scale of changelings a rather weird surface to touch in such a way, but hiding it as she unfurled a wing and wrapped it loosely over Celestia's back, careful not to damage the delicate insect-like wings. She tried to think of something comforting to say and settled with something simple, "that's not true. I believe you did a marvelous job in her absence."

Celestia smiled, shining fangs reflecting the light of the full moon, lowering her head to give Twilight a gentle nuzzle, "thank you," and both alicorns returned their gaze to the sky with small smiles.

It did, indeed, take this long for Rainbow Dash to find the terrified pegasus - but she did find her. Turns out, regardless of the fact Rainbow was wearing perhaps the least scariest costume (not counting Twilight and Spike), Fluttershy was avoiding her.

That may or may not have had something to do with the black cloud Rainbow was moving around with her until she caught sight of the blanket-covered pegasus and abandoned it, soaring after her and landing with a great thud in Fluttershy's path. That was several minutes ago, and she was all but dragging the ghostpony back into town at this point.

"Calm down" -she groaned through a mouthful of tail as she tugged on the pony's tail- "Fluttershy, it's not that bad!"

"B-b-b-but."

"No buts!" Rainbow grumbled, releasing Fluttershy's tail and moving around to hover in front of her, forelegs crossed, "it's not like it's going to kill you or anything. Besides, the rest of us will be there as well."

Fluttershy turned away, again, and Rainbow was just about ready to give up when the pegasus shakily stood and turned towards Ponyville with an almost inaudible sigh, "okay..."

Upon the mountain overlooking the valley Ponyville rested in, the shadow of a god moved about a room in a high up tower.

"It's nearly time, my little ponies, time for a little chaos to stir up the night," a lone voice sneered in the dark. The gem, now glowing like a lamp, began to crystallize as the draconequus studied it's magical reconstruction with a curious eye.

"Soon the night will be mine and chaos will reign supreme. Try and stop me Celestia!"

The red gem solidified completely and a miniature shock wave blasted from it's center, ruffling Discord's feathers and fur as it past him and dissipated into the air. His plan had modified, his intentions twisted. It didn't take an archmage to realise what he planned would be his undoing should the spell break and Celestia and the element bearers discovered it was him.

Of course, he had taken extra precautions. Not that he was concerned at all.

"The clock strikes ten and the two stones are one," he said, grinning madly all the while as the gem began emitting red tendrils of energy that drifted into the air and the ground, "a night of Nightmares, no more just fun."

Down in Ponyville a sudden tremor ran through the earth, not strong enough to be destructive, but enough to be felt by the citizens of the small town. However, before ponies could scream or fillies or colts run to the safety of their parents, each and every one of them experienced a sharp spark of pain in their heads, before collapsing to the ground in dreamless slumber.

On the silent stone bridge outside of town, the magic in the ground drifted into a diamond shaped gem that hung loosely against black chitin, merging with it and creating a dim blood red glow around it.

Ponyville was quiet for several long minutes as a shadow descended upon the town. Slowly, but surely, ponies began to wake. Or at least some of them were ponies.

Twilight's head throbbed as she woke, bringing a clawed-hoof to her brow and gently rubbing, "what happened..?" As the fog faded from her mind she lowered her hoof and planted it beside her, pushing against the ground and lifting her body up. Her vision slowly returned to her as she opened her weary eyes and stared down at the well-crafted claws that connected to her hooves. Twilight smiled, flexing the claws and letting them scrape across the stone gently, although the sensation felt alien. Then her brain kicked in and that smile vanished. She wriggled them again, just to be sure, and sure enough the claws responded in kind. Twilight also noticed they were longer than she remember, and not just that but there were no gaps between the costume pieces that allowed purple fur to stick through. In fact, the scales were just that - scales, not carved or painted like they should have been. A wave of absolute terror washed over her and she quickly looked behind her, to see a pair of large leathery wings and small green ridges running down her spine, all the way to the end of her very long tail, ending in a blunt point. Grasping for the side of the bridge Twilight glanced down at the water and nearly fainted as she saw the reflection.

Her muzzle had lost its fur, extending to a point longer than it had been originally, covered in purple scales. Her lower jaw coloured pale green and as she lifted her lip with a claw, found two rows of razor sharp teeth concealed within them. The sides of her face supported light green frills, roughly the length of her ears - that was, if she had any. Trailing her eyes upwards she saw the rounded fluff of ears missing, although she could have sworn she could still feel them. The last thing she noticed however, were the draconic emerald irises that were her eyes. Twilight spread her wings so they were visible in the water's reflection and caught her breath as she came to terms with what happened.

Mere minutes ago she was an alicorn, but the face in the water and the scales on her back told her a very different story. She was a-

"DRAGON!"

Twilight was nearly thrown over the bridge as something tackled her and as she fumbled to right herself she found herself looking into the deep purple eyes of another pony. It was a stallion, that much was sure, perhaps as old as she was, and he held an expression of utmost terror, and confusion in his eyes and she could have sworn she could hear his heartbeat, beating rapidly. Twilight took in his colouring, a darker shade than she was herself, with a navy blue, almost black mane and tail, straight and with streaks of dark purple and maroon running through them. His horn separated his fringe and would have been dubbed a unicorn, if not for the purple feathered wings with even darker tips to them, raised by his sides in a failed attempt at intimidation. During all that, the stallion seemed to have been looking over her as well, as his eyes softened and confusion was all that remained.

A long pause settled into the area until the stallion jumped off the dragon and landed with a light but clumsy thud, clearly not used to his wings. Another moment past, as if they couldn't believe what they were seeing, but at the same time they called the other's name in shock but not without the hint of curiosity.

"Spike!?"

"Twilight!?"

They fell into unison as they continued, "how are you- why did.... how-" both of them studied each other and then themselves.

"You're a dragon... and I'm.."

"An alicorn."

Spike rested his gaze back onto Twilight and both realised they were at eye level with one another. Spike's voice was deeper, as if he had aged, and perhaps through whatever magic had done this to him, he had, as his stallion form was easily as tall as Twilight was, which was roughly the same height as her normal pony form and far taller than Spike's normal dragon form.

"You sound older..."

"You look older."

"I'm a pony!" Spike exclaimed, holding hooves up shakily in front of him and looking himself over.

"Calm down, someone must have done this to us," Twilight said as the stallion-once-dragon pranced around taking another look at himself, rather annoyed Spike was not liking the idea of being a pony this much. Her comment however, caught the ever curious attention of her assistant.

"But who? And who could be powerful enough to do this?"

"Well, I could try changing us back."

The moment she stopped speaking she closed her eyes and focused her mind on the new task; reverting them to their earlier selves. Nothing happened. Creaking an eye open she looked at Spike worried. Nothing. And that was when it hit her. Almost immediately she raised her claws and tried to grasp for the horn that was not there. She hadn't noticed it when looking at the reflection, too preoccupied with the other monstrous changes. Spike saw the look of fear on her face and understood what the problem was.

"You... you can't use magic, can you?"

"M-my magic... i-it's... Dragons can't do magic... not like unicorns... I... Spike I can't change us back!"

"Well let me try, seeing as-" he began, lifting his head proud until he was pushed down onto the ground, a claw firmly placed over his mouth, and found piercing green eyes lock onto his.

"No! You can't, you've never used magic before. Alicorns are unbelievably powerful, if you were to put too much power into a spell, even a simple one, you could Magic Flare like I did all those years ago! It's too dangerous!" Twilight snapped, genuine worry in her eyes for him. Spike, who had lifted his hooves up defencibly, was now lowering them, as well as his head, accepting he couldn't do anything and muttering about who could possibly help them now.

Then it clicked.

"Celestia!"

A pair of green eyes stared up into the sky. She could hear voices, but they were muffled and she felt as if something had paralyzed her entire body. It was wearing off however but not before two creatures skidded to a halt beside her and the two figures filled her vision. They were calling her something, a name she had heard before. She also recognised the two creatures, but for some reason they looked different than she remembered. Granted, the last time she saw them was quite a while ago, but she was certain one of them was...

Twilight Sparkle.

Her eyes narrowed and her lips curled into a snarl as she separated the three of them with a burst of green magic as a thunderous animal-like roar escaped from her throat. She leaped to her hooves, the numbness finally shaking off, and stared down the pony who was trying to recover. The pony who appeared to be Twilight rolled itself over and brought it's hooves under itself to lift but was pushed back down by another strike of green lightning.

"Stay down, foal!" she snarled, her voice filled to the brim with hatred and malice. Approaching the now-frozen pony she had completely forgotten about the dragon until it bowled into her and sent both of them tumbling across the dirt in a mess of purple scales and black hide. When they finally came to a stop, she found purple claws holding her down into the dirt, hurt in the eyes of the one above her.

"Celestia, stop! It's us!" it cried and she could barely contain her anger, fury welling up inside, threatening to overflow - and it did, as she finally snapped.

Her jagged horn lit in a brilliant emerald green and the strike hit the dragon before it even had a chance to retaliate, sending it flying across the earth and splashing into the water.

"How dare you call me that unholy beast! I am Chrysalis! Queen of the Changelings and you and that pathetic pony, Twilight Sparkle, will pay for what you and your wretched friends did to me and my hive!" the changeling queen howled as she turned to face the pony once more, stalking towards it like a predator ready to strike.

The pony in question had gotten to it's hooves and was trying to run towards the dragon she'd flung into the river.

"Get back here, you coward!" Chrysalis snapped, turning around to shoot another bolt of lightning at her target. 'Twilight' jumped to the side and rounded the corner, ducking behind the bridge's wall. Chrysalis lifted herself into the air, magical power visibly emanating from her jagged horn as she drifted towards the bridge and shouted further threats, "come out and face me Twilight, I want to hear you scream when I tear the flesh from your bones!"

There would be no saving her for the hive to feast upon.
There would be no draining her of emotion.
She would have her revenge.
She would die.

"Tw-Twilight! What do we do!?"

Twilight shook off the remaining water, glistening on her scales, and joined the stallion on the side of the bridge who was, right now, terrified.

"Something is wrong..." she said in a low voice, thinking out loud.

To that, Spike responded with an un-amused glare and grumble, "really? You don't think I noticed that!?"

Twilight held back an irritated growl and instead looked over the bridge wall cautiously. Her eyes widened and she was forced to duck again, just as a bolt of electric green buzzed over the wall. The dragon turned to back to Spike, fumbling for the right words, "Spike, she thinks.. something must have happened, she thinks she's really Chrysalis! We need to find a way to-"

"Twilight, we have bigger issues than trying to reverse the spell! She's trying to kill me!"

"Right, right..."

"What do we do then?! Neither of us can even use magic!"

Twilight was about to respond when a large chunk of the wall was blown away and Chrysalis stood in it's smoldering state, hissing with fangs bared. She lunged forward, horn lowered and ready to gore either of the two who got in her way first. Both dragon and unicorn dodged the attack and climbed up the bank of the creek, one word in mind.

"RUUUUUUN!!!"

Author's Note

a/n: I'm not sure if that 'Comedy' tag will stay. Originally I had planned for this to have a sense of humour and be just a fun story, but the more I think about the story's future events... I don't know... we'll wait and see. Just thought I'd give you the heads up.

IV: Changes

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.

V: Dragon Taming

On the far side of town a dragon and alicorn proceeded to run for their lives, a changeling queen hot on their heels. The ground was littered with small craters, scorch marks and cracks still smoking from fiery green magic that had barely missed scales and hide.

"Spike! What do we do?! What do we do!?"

"Get back here!"

The race-swapped Twilight bound along all fours, Spike by her side, and narrowly missed another jolt of green. They passed into town, ducking around the corner and disappearing from the changeling's sight. Twilight and Spike held their breaths as they leaned against the brick and silently prayed she'd leave.

"You can run but you can't hide, Twilight Sparkle!"

Several horrifying moments passed and finally the sounds of hollow hooves stamping around faded away and disappeared completely. Spike's ears twitched - an alien sensation - and he looked sideways at Twilight, "is she gone?"

Twilight carefully peeked around the corner and seeing nothing, leaned back against the wall and both of them let out a deep sigh of relief, "yes, she's go-" but before she could finish a terrifying screech, followed by the loud scream of a pony came from somewhere in front of them. Just as both of them were about to question the other on what was going on, another scream was heard and from around the alley corner a bright orange light and a terrible roar filled the sky.

Without even thinking, Twilight and Spike rushed out of the alleyway and back into the streets coming face to face with the fiery beast. A dragon, red and orange in scale and wing and no bigger than Twilight was herself, rampaged after a pony who was running for their life. Twilight recognised the pony as Bon Bon and jumped out of her cover, rolled and then stood between the mare and the beast. The cream pony behind her screamed at her sudden appearance.

"AAAAAH! Another one! HELP!!"

"Bon Bon, it's me!!" Twilight said, turning her head just slightly but not taking her eyes of the dragon before her who had since come to a stand still.

"..S-Spike?"

At that Spike walked out of his cover and gave Bon Bon an unamused glare, "really, do I really sound like that?" At that Bon Bon nearly tripped, confused and terrified. The dragon before them snorted and readied his claws, redirecting their attention back to it. Twilight shouted for Spike to get Bon Bon to safety and as he did, the red beast lunged forward upon realising his prey was running away.

"I don't think so!" Twilight growled and blocked his path, headbutting the other's chest to push it back. The other staggered and Twilight took the chance to pounce him, tackling him to the ground.

"What are you doing?! We're supposed to be at peace not trying to kill each other!" Twilight asked, holding the red dragon down, to which he responded with breathing a gush of fire into her face. Un-harmed, when the torrent passed she took a second to admire dragon's fire resistance and made a mental note to look into it more later.

Until the dragon swung his claw around and caught the side of her face, forcing her off with a cry and leaving three straight cuts on her cheek that slowly began to dribble red. The purple dragon brought a claw to her face, then brought her claw down and looked at it only to be interrupted as the red beast grabbed her tail and began to drag her. She was about to call out when all of a sudden a purple streak darted from the alley and straight into the red dragon, bowling him over and releasing Twilight. When Twilight pulled herself up again, she found pony-Spike standing over the red dragon, wings flared and dangerous sparks of magic flickering along his horn.

"Don't. You. DARE. Touch. Her. Again!" and with one swift motion, he picked up the dragon by the shoulder and threw him against the wall of a nearby house and right into a water pipe. The pipe broke and as the red monster tried to stand, it fell and hit it on the head. The beast collasped back on the floor, unmoving.

Twilight was frozen in place as Spike remained where he was, panting heavily with a scowl for several long moments. When he finally calmed down, he turned and quickly moved beside Twilight, noticing the red shining on her scales and holding a hoof near the wound to examine it.

"Are you hurt any where else?"

"S-Spike-"

"I'm sorry, I shouldn't have left you," he said, helping her onto her feet.

"Spike..."

"Don't worry about the dragon, it's just knocked out."

"...Oh," Twilight finally said after a moment of silence, then properly balanced herself. On all fours she was still smaller than him, but she didn't mind.

"Lyra!"

They both turned around to see Bon Bon returning, passing them both and stopping next to the red dragon.

"Lyra! Lyra are you okay?!"

"Lyra?!" both Spike and Twilight questioned at once. Bon Bon however wasn't paying attention to them and the two thought it best to leave.

"I don't understand, how can that dragon be Lyra?" Twilight whispered, to which Spike gave her an unimpressed look. She returned it until she realised what he meant and took a moment to look at her claws, "oh... right."

"It must have happened to everyone in Ponyville - Well almost everyone, Bon Bon seemed like a regular pony."

"That doesn't help us work out what happened!" Twilight huffed and turned another corner. Spike followed her, thinking over it. He nearly tripped when he lifted a hoof to his chin and realised it was hard enough walking on four hooves let alone three. Then it struck him.

"Twilight! Our costumes! Everyone's turned into their costumes and-"

"Anyone not wearing a costume wasn't affected!"

"Exactly!"

Twilight slowed to a stop and frowned, "but this is some powerful magic... who would have been powerful enough to do this?"

And it took them all of three seconds to turn to each other and growl the same name, "Discord!"

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

A not-so-Rainbow Dash stared over the scene of Ponyville with the pale pegasus still held in her forelegs. Ponyville was a mess, a few small fires had started, mostly in isolated areas where very little damage could be caused, and many ponies were hiding behind or in anything they could find as horrible monsters ran through the streets.

Atop the main hall, a familiar stallion looked over Ponyville with an emotionless stare.

"Luna!"

Rainbow Dash sped towards 'Luna' as fast as she could carrying her friend and stopped on the balcony behind the princess, "Princess Luna!"

'Luna' turned to face Dash with a growl, shadows seeping towards the pony. Rainbow Dash was, however, more focused on saving her friend than the sudden dangers around her.

"Princess please, you have to help me! Fluttershy's no-" Rainbow begun but was cut off abruptly as a shadowy tendril whipped around Rainbow's hind leg and just as Rainbow tried to yank her hoof free, it flung her across the balcony. She slid to a stop, stood up, standing guard over Fluttershy and glared at 'Luna', "hey! What's the big idea?!"

'Luna' merely hissed and sent two more shadowy tendrils towards Rainbow Dash, the pegasus dodging one but the other grappling her wing allowing the second to wrap around her other again.

"Princess Luna! Stop!"

A third tendril shot out towards Fluttershy and wrapped around her body. Rainbow began to panic and struggle in the shadowy grip with no avail.

"My name... is... SOMBRA!!" the stallion once Luna snarled and with a spark of green and black magic flung the tendrils over the railing, releasing the two ponies in the air. He laughed as he watched them both bounce across the roof and after a final terrified scream from the tan pony, fall over the roof's edge.

Rainbow quickly turned in her fall and redirected herself towards Fluttershy. She caught the pale pegasus and flared open her wings just in time to barely skim the ground and fly off un-harmed.

Back in the air she caught sight of a purple pony and a.. rather large dragon running past another group of what appeared to be pony skeletons. Until they moved. Even this far away she flinched at the sight. She quickly looked back to where the pony and dragon had gone.

"That must have been Twilight and Spike," she muttered and dove down towards where she saw them go ,"hang on Fluttershy...."

"Twilight!.... Slow... Down..!" Spike shouted, trying to catch his breath. The dragon in front of him however, did stop quite suddenly, leading Spike to crash right into it. Standing upright and rubbing his head, he let out what should have been a growl and came out as anything but, "I said slow down, not sto-ooh ... Rarity?!" he gasped as he looked around Twilight to see why she had so suddenly stopped.

Before them, Rarity stood with wide eyes and panicked, like a criminal caught in the act, but the most notable- and perhaps most concerning- feature was the red staining her muzzle and neck.

And a pale figure in the shadows behind her.