Well hello out there to everyone! This idea came to me while working on my nightmare before Christmas/Danny Phantom crossover. What if when Twilight Sparkle was just a little filly, she meets her Scary Godmother? No, Scary Godmother and the gang will NOT BE PONYFIED! Also, Shining Armor will be involved in this story when he is younger. As always Read and Review! Constructive Criticism is welcome, Flamers are not! Now, with that outta the way...ON TO ADVENTURE! Please note, I have not seen Scary Godmother in a very long time, so I might be slow to update this particular story!

Disclaimer: I do not own My Little Pony, or Scary Godmother in ANY shape or form! I also don't own any of Stuffwells lines!

"Say hello to your Scary Godmother!" = Talking

'I'm scared of monsters...' = Thinking/Recipes

"Broom mate Huddle!" = Yelling

Chapter 1: Welcome to the Frightside!

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It was a dark, full moon night. Perfect for all of you... Halloween ghouls out there! And in the beautiful land of Equestria, Halloween is no different there than it is here! Ponies are out with their little fillies and colts trick-or-treating for free candy! With adult supervision of course! And currently we find a young Pegasus colt flying towards the Cemetery in Canterlot where an Earth pony filly is waiting at the gate.

She was dressed as a Coyote from Mexico. She was brown with a pink curly mane and tail, and a Piñata for a cutie mark. She also has brown eyes. Finally, the Pegasus colt landed next to her. He was white with a black spiky mane and tail. He also had blue eyes, and a cutie mark in the form of an open sharks mouth.

"Sorry I'm late Piñata Flurry. Nice costume by the way!" "You're late Sharkzilla! I've been waiting at this place for ten minutes and-" she stopped, finally getting a good look at her friends costume. "Are you dressed as a Great White Shark?" She asked kinda confused about the bumps on the topside of the costume, and it's strange looking Pectoral Fins.

"Oh, no! I'm a Megalodon Pup! They are actually born the size of a full grown Great White! You can tell the difference because of their Pectoral Fins." Sharkzilla said with a knowledgeable smirk on his muzzle. They then heard the sounds of someone hopping on a pogo stick attached to a whoopee cushion coming towards them. They turned around and saw another Earth Pony coming towards them, only he was dressed as the Joker from Batmare: the brave and the bold.

He landed on his hooves, and put his "Whoopee Stick" away. How and where, none of them knew! "Well hello everypony! Nice costumes! I've got plenty of room for all of the candy we're gonna get tonight in my gag bag!" He said pulling out a ridiculously huge bag from nowhere before putting it back. "Nice costume Clownface! Hey, where's Shining Armor at anyway?" Sharkzilla asked, looking for their friend.

"I think he's picking up his sister, Twilight Sparkle. He said his moms making him take her trick-or-treating with us or something." Clownface replied, his grin never leaving his face.

Suddenly, a figure appeared from out of the the shadows of the graveyard! "Speak of the mighty Spartan Warrior, and he shall appear!" Said the unicorn colt who was wearing cardboard spartan armor, holding a spear made out of paper towel rolls and aluminum foil. The two boys stared in shock for a minute. "Cool!" They said together. This group was all colts and one filly that are fourteen years old.

Piñata then got in the colts face. "You're late, Shining Armor!" The now named Shining Armor just sighed before replying. "I know, I had to get my sister! Come on Twilly! We're all waiting for you!" "I'm coming Shiny!" Called a small filly's voice.

A small purple unicorn filly, who looked no older than seven years climbed over one of the graves and trotted over to the group. She was dressed as the lunar princess and carrying a Jack-o-Lantern shaped candy bucket. "Hi Piñata Flurry! Hi Sharkzilla! Hi Clownface!" She said, waking a forehoof. They all waved back. "Hi Twilight!" They said together.

"Our parents are giving out jumbo chocolate bars for trick-or-treat! I brought one for everyone!" She said, holding up five different candy bars using her levitation spell. Each kid took one, thanking Twilight as they did.

"Thanks Twilight! If there's one thing a shark loves more than seals, it's fresh chocolate!" He said, taking a big bite out of his Nestle Crunch bar. "Thanks Twilly! I always know I can count on you!" Shining Armor said, ruffling his little sisters mane. She pushed his hoof off of her head and straightened out her mane.

Shining Armor then hopped on top of a Tombstone. "Now, my creatures of the night! Rise up as we take canterlot by-" "Uh, dude! I hate to break it to you, but I'm not a creature of the night! I'm the Joker." Clownface interjected, frowning for perhaps the first time since he was a baby. "And I'm Megalodon!" Sharkzilla said, jumping in a breaching motion.

Piñata got up in Shining's face again, smiling this time. "You don't have to worry about me Shining! I'm a full. Fledged. Creature of the night! Awooooooo!" She told him, howling like a Coyote at the end! Shining Armor just shook his head at her behavior. He then turned to Clownface.

"Dude, doesn't the Joker do some of his dirty work at night, hidden in the shadows?" He asked. Clownface took some time to go over some episodes in his heads. "That's true. So I guess that makes me a half creature of the night!" Clownface said, his grin returning to his face.

Shining Armor then walked over to Sharkzilla. "And Sharkzilla, don't certain species of sharks hunt in the dark of night?" "Hey, you're right about that! Then I must be a nocturnal hunter of the deep!"

Shining then got back on the Tombstone, and resumed his dramatic speech. "As I was saying...NOW my creatures, and half creatures...a-and...night hunters, and Twilly, Princess Luna was the Princess of The Night, and as such was nocturnal." He gently reminded his sister, seeing her raise her hoof to speak. She put it down.

"Now is the time where we UNLEASH the monsters within us all and- WAAAUUUGGH!" He yelled, falling backwards off of the Tombstone when Twilight shined a flash spell right in her brothers eyes out of sheer fright! "MONSTERS! Aaaaahhh!" She yelled, flashing her spell all over the place! The others barely managed to avoid the light getting in their eyes!

Twilight galloped over to her downed brother, who was rubbing his eyes from the flash. "Shiny! I'm sorry! I didn't know it was so powerful!" Shining Armor got up and wasn't too happy from having a light flashed in his face. "What the heck was that all about?!" The others looked at each other. "Flashback?" Clownface asked. The other two replied in unison. "Flashback!"

They then made it look like they were in the Sparkle family's living room before they went trick-or-treating. Sharkzilla was playing their father, while Piñata played their mom. "Are you anxious to go Trick-or-Treating with your brother Twilly? You'd best be careful, what with all of the monsters roaming about tonight!" He said smoking a bubble pipe. "Monsters?" Twilight asked getting scared.

Piñata then walked up. "Oh, honey please don't spook our little filly now that she's about to go Trick-or-Treating!" She said, doing a very poor impression of Twilight Velvets voice. Sharkzilla then spoke again. "I just want her to be careful! After all, you never know what kind of creepy monsters could be lurking in those shadows!" "Monsters?!" Twilight asked again, getting a little more scared.

"Ding-Dong." Shining Armor said, making the doorbell sound. He was staying at a friends house at the time and had just got home. "But don't worry. She'll be safe with Piñata watching out for her!" "That Sharkzilla should keep them all on track with his knowledgeable nature!" The two said praising themselves a bit too much.

"Ding-dong." Shining said, trying the doorbell again. "Don't worry sweetie, Piñata/Sharkzilla will keep your group on the straight and narrow!" The two said at the same time. Off to the side, Clownface rolled his eyes at his friends behavior. "Let's not forget that they'll protect them from any monsters out there!" Sharkzilla added. "MONSTERS!" Twilight yelled out, really scared now!

"Ding-Dong, Ding-Dong, DING-DONG ALREADY!" Shining said, becoming increasingly irritated. Especially with these guys continuous scarring of his little sister! "I'll get it! It must be Shining Armor." Piñata said, finally answering the door. Sharkzilla then sat next to Twilight, and gave her a rolled up blank piece of paper to act as a scroll.

"Here ya go kiddo! If you get scared, use the spell that's written in that scroll. It'll create a bright flash of light that monsters can't stand!" Twilight took the paper. "Ah, Shining! What a lovely costume you have!" "Thanks mom. Hey Twilly, you ready to go? Okay, let's go get us some free candy!" Shining said, walking up to his sister. "Okay Shiny!" They walked out of the makeshift house, when Piñata stopped Twilight.

"Now remember Twilly, your big brother will be there to protect you from anything that might try to hurt you tonight! You be safe okay?" "Okay, mommy! Bye! Hey BBBFF, wait up!" She called to her brother, galloping as fast as her little legs could carry her!

When they stopped the flashback Clownface walked up. "I call being in the next flashback!" He said, with a bit of anger despite his smile. He then got an idea though. "Hey Twilight, why don't you take your flash spell and go over there and scare all of the monsters away?" Shining Armor didn't like this...not at all! "Okay Clownface! They won't get past me!" She said, believing him about the monsters. (Hey, she's still naive about this kinda stuff at her current age.)

So she trotted off, horn a flashing, in search of any monsters that might be lurking in the shadows! Clownface then told his plan to the other three teenage ponies. "Let's ditch the little baby and do our own Trick-or-Treating!" None of them liked this idea too much. But none more so than Shining Armor.

"Come on guys! We want to get lots of free candy right?" Piñata and Sharkzilla began to agree with Clownface's plan, but old Armor wouldn't budge! Unfortunately, the other three teens weren't paying attention to his input. "So I say, we scare Twilight, she runs home crying, and we're free to do what we want!" "Well, she is pretty slow..." "And we CAN get a lot more candy without her..."

Shining Armor didn't like where this was going one bit! So he quickly wrote a fake note, telling them that he just remembered that his mom needed him to run some errands, and would be back soon. He then quickly and quietly galloped off to get the princess, before it was too late!

Just then, Twilight came back. "I couldn't find any monsters guys." She said, sounding slightly relieved. She then looked around only to find that her brother wasn't there. "Hey, where's Shining Armor?" The others looked around and Clownface found his note. He read it and looked back at them. "Well guys, it looks like he had some errands to run for his mom. Poor guy..."

He then got an evil grin on his face. "But never mind that for now! You wanna be a big kid right?" He asked walking towards an old house. "Uhh... Yeah, I guess..." Twilight answered nervously. Clownface then turned to face her, his grin now totally matching the Jokers! "Well, if you're really a big kid, then you won't be afraid to trick-or-treat at... THE SPOOKHOUSE!"

The scene then zooms in on an old, rickety looking house three times, and lightning flashes for dramatic effect! Clownface then begins to tell a fake story. "Many years ago, after the banishment of Nightmare Moon, on Halloween night the old family that used to live here forgot to leave candy for the monsters that live in the basement. And they ATE them for it!"

This part scared Twilight, and startled the other two teenage ponies! But Clownface wasn't done yet! "So now... Every year on Halloween night... The new foal must leave candy in the basement for the monsters in the basement... OR THEY'LL EAT EVERYPONY IN THE WIDE WIDE WORLD OF EQUESTRIA!" The two teens and one little one gasped in horror at this, but then the three teens looked at Twilight with evil smirks on their faces! "And guess who the new foal is!"

££££Meanwhile:With Shining Armor¥¥¥¥

Shining armor was running as fast as he could trying to find the princess. She'd know what to do about this! He ran and teleported all over canterlot looking for princess Celestia, until he finally spotted her at an apple bobbing game! For her costume, she was dressed as Oogie Boogie from the movie "The Nightmare Before Christmas." (Which, I don't own either! So there!)

Her hood that had Oogie's face on it was down, so he knew it was her. "Princess Celestia, Princess Celestia! PRINCESS CELESTIA!" The princess turned to see who was calling her, and was surprised to see a teenage colt galloping towards her. "The-there...you...are..." He said, panting from all of the non-stop teleporting and galloping.

She rose an eyebrow at this. "You were looking for me? And forgive me if I seem to be being a bit rude, but who are you?" Shining Armor then straightened himself up and gave a salute. "Oh! Forgive my rudeness princess! I am Shining Armor, I believe a certain student of yours has told you about me?" "Ah! So YOU'RE the older brother that Twilight Sparkle speaks so highly of! You should be proud to have such a talented little filly as your sister!" She said shaking hooves with him. He just used his other forehoof to scratch the back of his neck in embarrassment from the praise.

"Well, I don't like to brag but-ACK! THIS IS NO TIME FOR THIS! WE GOTTA HURRY! My sister, Twilly, something terrible is going to happen to her because of my STUPID so-called 'friends'!" He shouted in worry. This got the princess to pull her hood over her head and flare out her wings! "Leave this to me! You, just go and get these kids parents, I'll deal with them later." Her tone left no room for argument, so he galloped off to do as he was told!

The princess then flew off to the ONE place in Canterlot that would be scary enough to pull such a mean prank on a poor defenseless foal... The Spookhouse!

££££Meanwhile:With Twilight Sparkle¥¥¥

Twilight was crying against the door of the Spookhouse, not having a good night. First, she goes inside, then she goes to the basement to throw candy down there for the monsters, and THEN she turns around to find nopony there with her! And to make matters worse, she's been locked in! That's when she heard a familiar voice coming down the chimney.

"Worry not Twilight, I'm coming to save you!" The princess, now with her hood down, and covered in soot from coming down that old chimney so fast! She rushed over to the small filly, and pulled her into a hug, letting her cry her fears out. While this was going on, a witches hat appeared in the middle of the room spinning wildly with a green light glowing underneath it. Which then gave a small explosion to reveal a witch with a ghost cat in the middle of the room! She struck a dramatic pose as her hat landed on her head. ...But, they didn't notice.

She dropped the pose, then tried something else. She gathered some of her magic in her hands, then made fireworks appear behind her! But...the filly was still too busy crying to notice. Only the Alicorn mare noticed her. But the witch motioned for her to stay quiet. She put a hand to her chin, trying to think of something else, when she snapped her fingers signifying that she had an idea!

She gently flew over to them, slowly sat down, and began to do some fake crying. "Boo-hoo! Boo-hoo-hoo! Aaaaahh!" Now THIS got Twilights attention. "Why-why are you crying?" She asked still sniffling a little. The witch stopped her fake crying and smiled again. "Because... I like the sound of Boo in 'Boo hoo hoo!' Ha Ha Ha!"

She then stood up in front of the two and introduced herself. "Twilight Sparkle, say hello to your Scary Godmother!" The little filly giggled at the silly sounding name. "Her what?" Celestia asked, an amused smile on her face. "Scary Godmother!" She replied, blowing into her index finger and thumb, making a tissue made of spider web appear. She knelt down and gave it to Twilight, who began using it to dry her tears.

"You mean you... You came because I was sad?" "Sure! I came because you needed me! Now tell me, what made you so scared it made you cry?" Scary Godmother asked, tilting Twilights head up so she could look her in the eyes.

"Monsters..." Was Twilights timid reply. Scary Godmother gave a good natured laugh at this. "Monsters? Ha ha! Well, you girls are in luck! Some of my best friends are monsters! Would you like to come and meet them?" Twilight, even though she was scared of monsters, was still willing to at least TRY to get over her fear. So she nodded yes. "I will come too! Twilight sparkle is my most faithful student, and I won't allow anything bad to happen to her!" Going into what I've dubbed as 'Overprotective Mama Mode!'

"Fantastic! Come on! I'll give you a ride there!" Scary Godmother said, as her magical flying broom flew underneath Twilight and picked her up. Princess Celestia decided to fly using her wings. She knew she was fast enough to keep up with the witch on her broomstick.

"Hold on tight! She said as the trio quickly flew up and out of the chimney of the Spookhouse! They flew upwards until they were just above the clouds, and when little Twilight looked down, she could see why Pegasi loved flying so much! She could see all of Canterlot from up here!

The three looked ahead and saw storm clouds headed straight for them! As they got closer, Twilight and Celestia noticed that the clouds looked like Jack-o-Lanterns. They kept flying, and went into these clouds from the mouths, entering a wormhole that sent them to a whole new world!

There were acres upon acres of Jack-o-Lanterns, and in the middle of that was a freaky looking house! They flew down the chimney and out the fireplace into the living room. "So, what do ya think?" Scary godmother asked gesturing to the interior of her home. "It's quite nice Scary Godmother." The princess said, admiring the change of scenery. Twilight smiled and said "Homey...very homey!"

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And that's it for this chapter! And yes, I am including Celestia as a main character in this fic! Don't judge me! Besides, it's essential for the sequel I'll be doing for when this fic is done! So, like I and every other author on this site says, Read and Review, no flames, constructive criticism is always welcome! So, what will happen next? Stay tuned and find out!

Alright y'all, I'm here with the new chapter! Now I really hope that a lot of you out there will read this fanfiction! Please read this story I'm begging you guys here! So in this chapter, Twilight and Celestia attend the first of many Halloween parties in the Fright Side! I'll be introducing all of the key characters of Scary Godmother in this chapter! And with that, on with the fic!

Disclaimer: I still don't own My Little Pony or Scary Godmother!

"I scream, they scream, we all scream for a Halloween PARTY!" = Talking

'Cool!' = Thinking/Recipes

"Happy Halloween to all..." "And to all a good Fright!" = Yelling

Chapter 2: A Party To Remember! Part 1! You'd best find your dancing shoes 'cause this is gonna be one heckuva PARTY!

Back in Canterlot, those three stooges were busy laughing their tails off at the prank they'd pulled on an innocent filly. (Buncha Jerks!) They'd managed to stop laughing long enough to talk to each other. "Oh ho man! I wish I coulda seen her face when she turned around, and we weren't there!" Clownface said, with the biggest grin on his face he's probably ever had!

"Ha ha ha! Priceless! Ah ha ha!" Sharkzilla laughed out. Even the face of his shark costume seemed to be grinning! "You've been filling that filly's head with stories all night Clownface! She was so easy to scare! Ha ha ha!" Piñata giggled. And if she were an actual piñata right now, she'd puke out all of her candy, just by laughing.

Clownface spoke up again. "We'll wait RIGHT HERE for her! She'll come out screaming her head off any second now!" They all began laughing again, but they stopped when they realized nothing was happening. This caused them to start filling with worry.

££££Meanwhile:In The Fright Side¥¥¥¥

Scary Godmother opened the top of a Jack-o-Lantern, causing a tiny ghost to fly out the top. She put the top back on, then checked under the coffee table. She appeared to be looking for something... Or someONE!

"May I ask what it is you're looking for Scary Godmother? And may we be of any assistance?" Princess Celestia asked. "We've GOT to find Skully!" She said, before she opened a coffin in the middle of the room. She closed it and looked back at the two ponies. "He said he'd be here by now!" "Skully?" Twilight asked.

Suddenly, a door started rattling! It kept on rattling and Twilight's eyes widened in fear, while Celestia readied a defensive spell, her horn glowing with a golden aura. Finally, a living skeleton burst out of the closet, spinning like a dancer, before stopping in a flairish pose! The skeleton was wearing a bow tie, a couple of those couplings on his wrists, and a top hat like Abraham Lincolns.

"Aaaah! A MONSTER!" Twilight screamed, hiding behind Scary Godmothers legs! "That's no monster! It's just my Broom mate." She told the two reassuringly. This caused Celestia to drop her spell. "Oh my Scary Godmother! Sorry to be so late, but I just HAD to get these old bones bleached for the party!" The skeleton said walking closer.

"You look three hundred years younger! Scary Godmother said in awe. "Party?" Twilight asked peeking out from her hiding place. "Sure! Our Halloween Party! My broom mates and I throw one every year!" Scary Godmother replied, looking down at the small filly. Twilight got a small smile on her face. "I like parties." She said, still a bit timid.

The skeleton then spoke again. "Oh! It is the most ghoulish phantom fest in the whole realm! Everyone'll be there! It is a 'who's boo' of monsters! And incidentally... Boo are you?" He asked arching an eye...socket.

Scary Godmother then knelt down to Twilights height. "Skully, I'd like you to meet my new friends Twilight Sparkle, and Princess Celestia of Equestria! Girls, this is Mr. Pettibone, our official skeleton in the closet!" Skully then took off his hat, taking his head with it in the process and bowed to the two.

"Well, it's a pleasure to meet you Ms. Twilight and Princess Celestia!" The two ponies giggled at the skeletons antics. "Does everypony have a skeleton in their closet?" Twilight asked, being the curious seven year old that she is. "Not, everyone... Or, everyPONY in your case." He then threw his hat and skull in the air and they landed back on his neck vertebrae.

"I work in the closets of all the abandoned houses, keeping their secrets and sometimes just, rattling around! But when it comes to Halloween night, I love nothing more than to shake up the ol' bones at a good Halloween party!" He explained. Skully then got closer and asked "You ARE staying for the party aren't you?" Princess Celestia shook her head while saying "Yes."

"Oh...well...good." Skully said, feeling a bit awkward. But Twilight wasn't so sure. "I don't know. Scary Godmother said that there will be monsters at the party! And I'm scared of monsters..." She said looking down. "Oh! Well, you just haven't met enough good ones yet!" Skully then knelt down and started to explain how monsters are to the young filly. "You see Twilight, monsters are like...Spiders! Some are real nice, and some are not so nice. But all of them are creepy and crawly!" But his attempt at explaining backfired, and made Twilight fall backwards in a dead faint. Scary Godmother then pulled Skully towards her so hard, it made his hat fly off and land next to the downed filly!

"Was that SUPPOSED to help?!" She asked, feeling kinda ticked off. "Yes! Do you think it worked?" "Yes." Scary Godmother and Celestia answered with much sarcasm. Soon Twilight woke up and shook the cobwebs from her mind. Scary Godmother's hands then glowed with Halloween magic. "And now, a little atmosphere!" She fired out a wave of magic that went around the room!

As it passed by, it straightened out all of the furniture, lit a fire in the fireplace while putting a cauldron above the flames, turned on the record player which started playing a kinda jazzy beat! And finally, it caused a bunch of Halloween themed lanterns to pop up in various places all over the living room ceiling! When it was done, everyone gave their opinion on the witches handiwork. "Marvelous!"(Skully) "I must say Scary Godmother, you are quite the sorceress!"(Princess Celestia) "Cool!" Twilight said, loving the decorations! Scary Godmother ate up the praise like an actor at an awards ceremony.

££££Meanwhile: Back In Canterlot¥¥¥¥

Every filly and colt was having a very successful Halloween night. Lots of them were walking around carrying bags and candy buckets filled to the brim with candy! Well, all but three. "Gah! What's taking that filly so long?! She's wasting all of our precious trick-or-treating time!" Clownface said, scowling in anger.

"At least Sharkzilla and I were smart enough to do some trick-or-treating on the way here." Piñata said, while trying to choose what candy to trade. "You know, if you pick first, you wouldn't have to trade with me all the time." Sharkzilla said, not really liking always trading with Piñata. "I like trading with you! I never know what I want until YOU pick it first!" She said, still browsing. All Sharkzilla could do was sigh in defeat.

"Let's see... Ooh! I'll trade you two twizzlers for...three baby chocolate bars!"

"Okay."

"Oh! And this bag of candy corn, for this sugar cluster!"

"Okay..."

"And this chocolate bunny... For. Three. KISSES!" She said, with a sly smile on her face.

Sharkzilla was oblivious to this however. "Oka-wait. I don't have any kisses... Ooohh!" He said, catching on to what she was implying! Meanwhile in some bushes nearby, Shining, and the three stooges parents were watching the whole thing! He was about to leap out and scold them, but Shark's dad stopped all of them.

"Whoa, hold up! Now, let the two have their moment!" So they decided to wait a bit longer.

££Meanwhile: Back In The Fright Side¥¥

"Here's the rest of the food~! Oh, our guests will be here any minute!" Skully called out, carrying a tray of food on one hand like a waiter at a fancy restaurant. The doorbell rang and Scary Godmother popped into the room. "Oh! There's someone now! How do I look?" She asked Skully. "Frightful!" "You're too kind!" The guest knocked on the door, and Scary Godmother used her magic to open the door revealing the first people to arrive... Or should I say, PONIES to arrive!

Both were Alicorn mares, but there were significant differences. One of them was taller than the other, and had fur as black as the midnight sky. Her mane and tail flowed appearing to be made of ethereal energy in the form of the night sky. She had blue eyes with cat-like pupils, and wore armor on various parts of her body. Her horn was about the same length and sharpness as Celestia's.

The second Alicorn was a lot shorter than the first, and she lacked the armor that the first one wore. She had a light blue coat, sort of like the blue moon, and her mane and tail were a brighter shade of blue, but they didn't flow like ethereal energy. The only things they have in common are their moon shaped cutie marks, and the tiaras on their heads. These Alicorns are Nightmare Moon and Princess Luna respectively. But Twilight didn't know that about Nightmare.

"Aaaaahh! A MONSTER!" She screamed pointing a hoof at Nightmare before hiding behind Celestia, who was too stunned to say, or do anything! "Those aren't monsters, it's just Nightmare and Luna. Hi girls! Come on in!" Scary Godmother explained, inviting the two inside.

"Thank you very much Scary Godmother. It's a pleasure to be here!" Nightmare said, smiling at the prospect of a good party. As soon as Luna stepped in, she gasped at the sight of who was in front of her. "But this-this can't be! Tia! You're really here!" Luna said, running up to Celestia and wrapping her forehooves around the white Alicorn.

"You know who she is?" Scary Godmother asked with a raised eyebrow. Luna stopped hugging Celestia and turned to the others in the room. "Of course! How could I EVER forget my older sister?! Why, it's been at least nine-hundred and ninety three years since we've seen each other!" She told them, before she finally noticed what her sister had on.

"Tia... Why are you dressed like a sack of potatoes?" She asked, confused about her sister's choice of clothing. Celestia, while happy to see her sister, didn't like the fact that she was mocking her costume. "Hey! You can't talk to Princess Celestia like that! Who do you think you are?!" Twilight shouted in anger, momentarily forgetting about her fears for a minute.

Luna and Nightmare finally noticed the filly. "Who is this, Scary Godmother?" Nightmare asked. "Nightmare, Luna, I'd like you to meet my new friend! This is Twilight Sparkle, a unicorn filly from Canterlot." Princess Luna extended her hoof. "A pleasure to meet you miss Sparkle. I believe we got off on the wrong hoof." Twilight smiled and shook the princesses hoof. Just then the door opened to reveal an overweight werewolf!

"Aaaaaahh, MONSTER!" This time Twilight hid in Nightmares mane! How she did this was a mystery to everybody, and everypony! "It's okay, it's only Harry! Hi Harry, come in!" Scary Godmother reassured the filly, while she invited the now named Harry inside.

"Thank you Scary Godmother! I don't mind if I do!" Harry said in a sort of deep and kinda goofy voice. Twilight began to peek out from Nightmares mane. Nightmare just patted the filly's head while whispering comforting words to the little one. "Mmm! Why wherever is that delectable odor coming from? The buffet table of course! You don't mind if I SAMPLE some of the delicacies do you?-OW!" Harry said/asked/yelped as he was about to take some food, before Skully hit him with a rolled up newspaper!

"No! Bad dog! Last year you DECIMATED the entire buffet before anyone else even GOT HERE!" Skully said, remembering the events from LAST YEARS PARTY! How he was able to do so without a brain is beyond me! Harry took offense to Skully's accusation. "Wha-how dare you! I come to a Halloween party to partake in the company of good friends and-" before Harry could finish, Skully began waving a chocolatey treat in front of his face, and Harry was mesmerized by the delicacy.

"Now, sit." Begrudgingly, Harry sat. "Good boy. Shake!" Harry shook Skully's hand. "Now, roll over!" This time, Harry just rolled his eyes. "Oh please!" "Roll over!" Harry wasn't budging. "I will NOT degrade myself!" "Over..." Finally, Harry gave in and got down on the ground to roll over, but was too fat to even get off of his back!

If Skully had eyes, he'd be rolling them right now. "Good boy! Here!" Skully said, throwing the treat in the air, which Harry ate with much gusto. "Now, no more until everyone else arrives. And you'll be LUCKY to get that!" This just got Harry mad. "Grrrrr, YOU'LL be lucky if I don't bury your femur in the back yard!"

The two of them were about to fight, but Scary Godmother decided to diffuse the situation. "Uh, Harry... I'd like you to meet my new friends!" She turned to face Twilight, who's head was now being cradled nightmares forehooves in an attempt to calm her down. "It's okay." Scary Godmother said, as Twilight was set down. Harry looked on in shock.

"Bu-bu-but, it can't be!" He then walked closer. "It is! Oh, I can't believe it! She's here!" "You know who she is?" Harry turned to the others. "Of course! Why it's Amelia Francé Tatah! The very same actress who played the 'widow of willow woods' in episode 32 of the Scare-a-thon series!" Harry explained, pulling out a bunch of random objects from inside his shirt. He had pulled out a snow globe, a rubber ducky, and a football, before he finally pulled out a comic book!

He then opened it to the desired page, and noticed what Twilight was wearing. "Why, she's practically in the same costume! What a delightful in-joke for those of us who are long time spectators like myself!" He then brought over a tray of food from the buffet table. "Ordearve miss Tatah?" He asked offering the filly something to eat.

Skully however took this the wrong way. Harry noticed his look. "Wha, it's not for ME, it's for miss Tatah! You don't mind if I call you Amelia, do you?" Twilight shifted, smiling uncomfortably. "I don't mind... But it's not my name." Scary Godmother then knelt down next to Twilight. "Harry, this is Twilight, and she's..." She tried to explain to Harry, but the werewolf was too busy stuffing his face with treats while talking.

"Oh I say, I must know every single line from every single episode! Why I even have experience in role-play!" Nightmare then decided to cover for SG. She pulled out some flash cards as big as the screen with pictures that look like they were drawn by three year olds on them!

"Here's a recipe that's easy to make, and helps you get a word in! Take two of your favorite crackers, spread one with jam, one with peanut butter, I like to substitute with Nutella, smush em together, and stick it in the mouth of a chattering werewolf!" She did just that using her magic! Harry couldn't talk anymore because of the thing Nightmare stuck in his mouth gumming it up. "And voila!"

"Thank you Nightmare! Now Harry, this is Twilight Sparkle, my new friend! Not Amelia Marco Molasses whatever from your favorite skelevision show!" Scary Godmother said, FINALLY getting the chance to explain. As Harry was trying to talk, Skully and Luna were behind him, mimicking his movements. "Skully! Luna! Stop teasing him!" They acted natural before Harry could see them when he turned around! The doorbell then rang again.

"Oh my! More guests! Coming!~" Scary Godmother called as she went to answer the door with Twilight following. Skully meanwhile put his hands next to where his ears would be if he had any. "Aaahh silence! Music to my cranium!" They all then heard a shriek and Skully turned towards the kitchen. "Goodness! Those must be my egg rolls!" "Would you like any help Skully?" Celestia asked offering her help. Which Skully accepted. "Thank you so much Celestia! I would love the help!" The two then ran into the kitchen with Harry following!

~~With Scary Godmother And Twilight~~

The door opened to reveal three pale skinned humanoids with long fangs sticking out from their upper lips! One of them was a full grown bald man, one was a woman with long blue hair, and the last one was a child with spiky blue hair and glasses. "AAAAAAAHHH!" Twilight screamed at the sight of them, but didn't hide this time! ...Well it's a SLIGHT improvement.

"Hi Max, Ruby, Orson!" "Good evening Scary Godmother." The vampire family replied in unison. Scary Godmother then began to make small talk with them. "Would you like anything to eat? We have Tarantula rolls, dark chocolate covered ants, and swamp muck apples!" "Thank you very much!" "Not for me honey, I'm trying to watch my figure." "Mmm! Dark chocolate!" Max, Ruby and Orson said in that order. "Well then, why don'tcha come inside and join the party?" Scary Godmother asked. "Delightful!" "Thank you!" "Okay!" The three replied. Scary Godmother started to walk away, but she turned around and noticed why Twilight was staring at the vampires... They hadn't moved so much as a pinky toe into the house!

"Why aren't they moving?" Twilight asked, curious about the vampire family's behavior. Scary Godmother then remembered something important! "Oh! That's right! Vampires can't enter someone's house, unless you invite them in!" She explained to the curious filly. "That's polite!" "Of course!" Scary Godmother then bowed to the vampires with Twilight following her lead. "I am honored to welcome the king of the night and his family into our home." The three vampires then walked into the living room.

"The pleasure is ours!" "Well, now that you're here, help yourselves to the food!" The three then looked down and saw Twilight, and hissed baring their fangs! "SCARY GODMOTHER!" She saw this and intervened before it was too late! "No wait! This is not food, she's one of my new friends!" "Ooooohhh." The two grown ups said, nodding in understanding.

Scary Godmother then began introductions. "Twilly, this is Count Max, his wife Ruby, and their son Orson. Everyone, this is Twilight Sparkle. Her teacher, and my other new friend Celestia is in the kitchen helping Skully with the food!" Ruby saw that Orson was still baring his fangs, and slapped him out of it. The two children then began to converse.

"Hi..." "Hi!" "Are you a REAL vampire?" "Yup! Are you a real pony?" "Uh huh. Do you go to school?" "Yup! Night school! But your kind go to school during the day." "So?" "How do you see anything with all of that blinding light getting in your eyes?" "Well... I can't see in the dark." "You can't?!"

Ruby then whispered to Scary Godmother. "It's his first pony." "Cute!" "Do you sleep in a coffin?" Twilight asked. "Yup! I've been sleeping in my own coffin since I was three! You mean you STILL share a coffin with your parents?" Orson asked, wondering if she did. "No. I mean... I don't sleep in a coffin." She explained. This appalled the young prince of the night. "YOU'RE HOMELESS?!" Ruby then decided to clear things up.

"Um, Orson... Twilight and Celestia aren't from here! They live in a different world. But I'll tell you about that later! Why don't you two fly off and enjoy the party?" "Okay mom." The young vampire prince replied, agreeing with his mother. He then began to float over to the kitchen, but noticed that Twilight wasn't flying to follow him.

"Can't you fly with those wings?" Orson asked, confused as to why the filly wasn't flying. Twilights response was to giggle. "These wings aren't real silly! They're just part of my costume!" She said, giving a small twirl to show her wings to Orson. Orson stopped flying and nodded in understanding. "Okay then. Let's just run! Race you to the kitchen!" "You're on!" Twilight said, accepting the young vampires challenge.

The two then darted to the kitchen. "Orson wait! Don't run! You know what happened LAST TIME!" Ruby called to her son, but he was too far away to hear! When the two got into the kitchen, they ended up bowling over Skully and Harry, while at the same time knocking a tray of food out of Celestia's magical grip!

Harry was running backwards while Skully literally fell to pieces in the air! As Harry was trying to regain his balance he looked up and saw the food flying through the air. He grinned and opened his mouth in an attempt to catch the food and eat it. But he ended up crashing into the counter and falling on his back. Luckily, Celestia was able to snap out of her daze and use her magic to catch the food in time!

But an open bottle of seltzer water fell from the counter, and landed nozzle first into Harry's mouth! Harry drank the contents of the bottle thus un gumming his mouth! "Hey, I can talk again!" He said with a mouth full of empty bottle. Skully's head landed chin first on Harry's stomach. "Oh bless my beating rib cage..." Skully said, his voice dripping with sarcasm. Harry spat out the bottle before facing the disembodied skull. "Ptoo! Quiet philistine!" Harry said, scowling at the skull. But on the bright side, Celestia saved the food!

And done! Sorry I took so long updating, but school started up recently and I haven't had as much time to write. That and I had a major case of writer's block. And for those of you wanting me to update my other stories, I promise I'll try to update them as soon as possible! But until then, READ AND REVIEW! FLAMES NOT WANTED!

Well guys, here's the next chapter of the story! Once again, I apologize for the late update, but I've been busy with school and don't have as much time to write. Anyways in this chapter, we meet the scariest monster in the whole Fright Side! I hope you like this chapter! And PLEASE PLEASE PLEASE PLEASE LEAVE SOME REVIEWS! It's the only way I can get inspiration to continue these stories!

Disclaimer: I still don't own My Little Pony or Scary Godmother!

"Halloween" = Talking

'Halloween' = Thinking/Singing(For the final chapter.)

"Halloween" = Yelling

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Chapter 3: A Party To Remember! Meeting Bugaboo!

While Twilight was making new friends in the Fright Side, the ponies of Canterlot were preparing to go to bed after a long but fun Halloween night. Fillies and colts were being brought home from Trick-or-Treating and being tucked into bed. The lights were being turned off, and the three stooges were still waiting for Twilight.

"Now what do we do? We've practically missed Halloween!" Piñata said with a frown, clearly upset at the pathetic haul of Halloween candy that she'd gotten this year. While the three of them began to argue over what to do and who should be the leader, nopony noticed a certain pink teen enter the bushes where Shining Armor was hiding with the parents of the three stooges.

She quietly crouched behind the unicorn colt. "What're we hiding for?" She whispered. Shining shushed her, before his eyes popped open when he realized who he just shushed! It was Cadence! "Cadence! What're you doing here?! Never mind! Keep your voice down!" Shining Armor said, as he motioned for her to be quiet. Cadence nodded in understanding. She'd been told by her aunt what had happened and was now waiting for the right moment to strike! It's why she chose a ninja costume this year instead of being the grim reaper.

Back in the Fright Side

All of the guests were enjoying the party, and conversing with each other. Twilight appeared to have almost completely gotten over her fear of monsters, and Celestia couldn't be prouder! "Hello Max!" "Good evening Harry. It is eh...nice to see you again." Max said, greeting the overweight werewolf. "And my, my Ruby! You are looking as beautiful as ever!" Harry said before he started kissing her up her arm. Max pulled his wife away from Harry and glared at the werewolf.

"Say Max, your high up there on the social media. If it's not too much trouble, do you believe that the next time you run into Madeline Janssen you could get me, an autograph?" Harry asked, pulling out a pen and picture of said actress. Max just started making swirls appear in his eyes. "Harry, look very deeply into my eyes!" Harry did as instructed, being completely oblivious to the vampires now active hypnotic power. "Okay! Looking!" "Now, I want you to cease your useless babble, and SLEEP! Now!" This made Harry get defensive. "Sleep? On an empty stomach?! Why you must be-" Before he could finish what he was going to say, Harry was out like a light! ...And snoring pretty loudly.

"There! At last, some peace and quiet! ...Eh, sort of." Max said, half pleased with his work. Skully then walked up. "I love the way you think Max! Can I get you a drink?" "Thank you. Bloody Mary, hold the 'Mary!' Hee hee!" Max replied, before laughing a bit at his not so funny pun. Celestia walked up to her student. "How are you holding up Twilight?" She asked. Twilight looked up at her mentor and gave a small smile. "I'm okay your highness. I think I've finally gotten over my fear of-" Before the little filly could finish, there was a loud banging from the basement door!

"Hey hey hey! You guys didn't start the party without ME did'ja?!" A big voice asked. "Oh, of course we didn't! It just wouldn't be much of a party without YOU Bugaboo! Come on up!" Scary Godmother replied. Just then a huge monster burst up from the basement! He was covered in fur, had lots of eyes, rows of sharp teeth, red lips, claws on his hands and feet, a long tail with an arrow at the end, and curved horns on his head! Twilight and Celestia then did the most appropriate thing in a situation like this. They started screaming their heads off! And as soon as they started, Bugaboo joined in!

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAUUUUUUUUUUUUUUUUUUUUUUUUUGGGGGGGGGGGGGGGGHHHHHHHHHHHHHHHHHH!" Their screaming got the attention of everyone in the house, except for Harry who is still under the sleeping spell. As the three were catching their breath, Scary Godmother tried to calm them down. "Okay everyone! It's okay! Now, why don't we all just take a deep breath, and calm down?" Twilight took a breath before she started screaming again! "Man, if I start scaring kids after hours, I'm gonna have to put in some overtime!" Bugaboo said to the audience.

"Hey, come on, calm down!" Bugaboo told Twilight as he started walking towards her, unintentionally baring his fangs. This just made matters worse. "AAAAH! Oh no! He's gonna eat me!" Twilight screamed while running away. Bugaboo started running after her and Scary Godmother tried to stop him. "Bugaboo, stop! You're scaring her more! C'mon Skully!" And with that they too gave chase. Celestia also followed while pulling the vampire family along with her! Luna and Nightmare looked at each other, shrugged, and joined in the chase just for the heck of it. Soon enough they were running all over the place. They ran up the stairs, and came back into the living room through the chimney! However they managed to do that is beyond even me! Suddenly, Twilight remembered something. "My flash spell! That's it!" She turned around and began emitting flashes of light from her horn right in Bugaboo's face...but it did nothing.

"What're you supposed to be, a coal miner?" He asked in confusion. Her spells lack of effect greatly flabbergasted her. "What?! But he should've shriveled up!" Twilight said to herself in slight fear. "Um, Twilly... Flash spells only work on...monsters that hide in your closet! Bugaboo is a monster that hides under your bed!" Scary Godmother explained using a little white lie. "Nice save." Bugaboo whispered to scary godmother. "I don't care WHAT kind of monster he is! Keep him AWAY from ME! He's big, and mean and scary looking!" Twilight said now being very afraid. Bugaboo then looked sad. "Aww no! Looks like I ruined the party for everyone! I'll just go now..." Bugaboo said in sadness. As he turned to leave, everyone and everypony, minus the sleeping Harry, were trying to convince him to stay. "No! I've already ruined the party! I can tell when I'm not wanted. You all just have fun without me..." He said still in sadness.

Twilight felt guilty about what she said and trotted up to the saddened monster. "I'm sorry for what I said. I guess you're really not mean after all..." Bugaboo perked up at this. "Well sure I'm not mean! Big and scary, yeah. But not mean!" Bugaboo explained, happy that Twilight had apologized. "So does that mean you'll stay?" Celestia asked, hoping to make a new friend. I mean, let's face it. It's not everyday you get to make friends with a monster. "You got it! It is my home after all!" Bugaboo said, feeling like his old self again.

"Well then everyone and everypony...LETS GET THIS PARTY STARTED!" No sooner had Scary Godmother finished saying that did the whole house started movin' and groovin' like it was dancing! Little ghosts flew out as the house kept up and spun in mid-air before landing back on its foundation. 'Best Halloween ever!' Twilight thought to herself in happiness.

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I'm sorry for the late update, but I was working on some of my other Fics. Anyways, I really hope you like this chapter, and I'm BEGGING YOU GUYS TO LEAVE SOME REVIEWS FOR THIS STORY! HAPPY HALLOWEEN!