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!