Nightmare Night: Held on the last night of October, its purpose was originally to remember Nightmare Moon, and appease her by giving her candy collected by the foals of Equestria. Since Luna's return however, the focus changed. More emphasis was placed on candy and good-natured scares, with the occasional cameo appearance from Nightmare Moon herself, though she promised it was all in good fun.

Something was different this year, however. Strange noises had been heard from the depths of Everfree, noises that sounded like Timberwolf howls, even though it wasn't Zap Apple season. The mayor had spent most of the month debating whether or not to hold that year's festival in light of this, and while the plan had been to go ahead anyway, all that changed when reports of disappearing ponies, a mix of adults and foals, grew frequent.

On October 30th, a notice was put out: "The Nightmare Night festival for this year has been postponed. No candy is to be given out due to risks of attacks from the creatures of Everfree." And so, for the first time since the town's founding, Nightmare Night found Ponyville strangely devoid of decorations, and ponies as well.

Arriving in Ponyville as she had done every year since her return, Princess Luna arrived to what seemed like a ghost town. No ponies walked the streets, no decorations were hung from the homes and shops, and a cold wind blew over the landscape. She was certain that this was the night - after all, she had marked it on her calendar way in advance and eagerly counted the days until its arrival.

Seeing a flyer blowing along the deserted street, Luna grabbed it with her magic and read it. So this was the reason for the lack of festivities. A look of determination crossed Luna's visage - this was *her* night and no creatures from the Everfree Forest or elsewhere were going to stop the revelry! She set off in the direction of Princess Twilight's house, keeping watch for whatever rumored creatures could be lurking about.

---

Twilight Sparkle was currently enveloped in a book Professor Orion had lent her. He hadn't said where he got it, but the subject matter was most interesting! He'd described it as the first ever changeling romance novel. Her eyes were wide as she took in the story, a glass of milk and a plate of cookies sat nearby, occasionally being snacked on when she reached the end of a chapter. As the hero, a young drone in love with a time-shifted warrior of Pegasopolis began an adventurous quest to save her beloved, a loud howl broke the still night air. She blinked, brought out of the story completely, then rose slowly to her hooves.

Luna heard the howl too. She quickly cast about, seeking the direction from whence it came, but saw nothing. Approaching Twilight's door, she knocked loudly and called out, "Twilight Sparkle! We wish to have a word with thee!"

Twilight jumps and canters over to the door, opening it quickly with her magic. "Princess Luna! What are you... oh right, of course... well come on in, I don't think it's safe to be out tonight... the mayor thinks they're on the prowl." She moves aside. "Can I get you anything?"

Luna shook her head. "We require naught but an explanation, and why were we not summoned sooner?" she asked. "If the town required assistance defending itself from this foe, we would gladly provide it with but a word. And to disrupt this, the most magical of nights ... 'tis but a sacrilege!" Luna was pacing the floor, growing more agitated as she spoke. "Pray, tell me what thou knows about these vile ... creatures."

"Not much... all we know is that they sound like Timberwolves, and have been stealing away ponies in the dead of night... I've been trying to go out on a fact-finding mission, but so far I haven't had any takers... but they seem more restless tonight than ever." She looks into the eyes of the other Princess, clearly worried. "We've got to do something... would you like to come with me?"

"Let us away. The sooner these vile beasts are stopped and our dear ponies are rescued, the better," Luna replied. "Where is it that we must go?"

---

"Everfree... probably near the old castle." She opens the nearest window and takes flight, shivering slightly in the cold night air. The streets remain as they are, abandoned and empty. Oddly however, something new has appeared... a trail of paw prints leading from the residential section to the forest proper. Twilight, darting down to get a better look, gasps in alarm. "They're coming from Orion's home…"

"Our friend Orion is in trouble! Quickly! We must rescue him!" Luna was already at a dead run, making a direct path towards Orion's house. "If Orion is in any way harmed, our vengeance will be MOST unpleasant and quite messy!"

"Luna, wait!" Twilight gallops after her, her hooves pounding the grass as they approach the manor. Breathing heavily, she knocks on the door with her hoof once they arrive, and manages to shout "Orion? Are you there? It's me, Twilight! Luna is with me!"

Curiously, there is no response, only the creaking of wood as the manor house settles slightly in the wind. She knocks again, and still there is no answer. Frowning, she tries the door and finds it unlocked, and the rooms within dark as can be. She lights her horn, and discovers a distressing scene: furniture has been bitten into and ripped, great chunks taken from the wall. Confused hoof and paw prints are all over the floor, as if whoever it was was involved in a fight. Twilight shivers, and stands next to Luna with a frightened expression. "Where... where did he go?"

Luna studied the carnage before her. She traced each hoofstep and paw print, as if caught in a dance. "A pitched battle was fought here. Friend Orion gave as good as he received, yet I fear it was of little use, as he seems to have been taken by his foe." She points to the lack of hoofprints following the paw prints a short distance away from the scene of the main fight. Casting an illumination spell, the room glows in an eerie light as Luna searches around for more evidence. "I see no blood trails, so it appears either party is not gravely injured. Do you see anything, Twilight?"

Twilight peers around in the gloom, her own horn glowing softly as she works. "Hairs... some from a mane, others far too long to be from a pony at all... those must belong to the wolf." There also what appears to be the torn remnants of some paper... she floats them over, reading carefully. To her surprise, they appear not to be Orion's hoof-writing, but Raven's. There's a great deal missing, but what she can see are phrases like 'were,' 'phases,' 'night,' and 'hunt.' Twilight frowns, her brow furrowing. "Odd... I wonder what all this means?"

"More importantly, what has become of Raven? Was she taken by the foul beast, or did she escape?" Luna pondered this for a while. "Perhaps Raven knew the true nature of these beasts and they have tried to silence her! Time has become more of the essence. We must follow these paw prints - they should lead us to Orion, and Raven!" Studying the apparent direction of travel, Luna began to follow the trail. "Come, Twilight! The game is ahoof!"

---

"Right away, Princess!" And so Twilight takes wing, toward the forest now. Once there, she lands and proceeds by hoof, horn glowing to light her way. As they approach the ruins of the old castle, the howling grows louder, and other sounds are audible: snuffling, grunting, growling, even the occasional bark. Eyes of various colors watch the two alicorns suspiciously, poised to strike from their positions in the shadows.

Luna's horn glowed, but not for illumination. She kept her magic ready to cast at an instant should one of the shadow-watchers even dare to strike at the two. Above the two, and the ruins of the old castle, the moon glowed brightly, making the scene appear even more surreal. "We are most assuredly on the correct path," Luna remarked, "and I hope for their sake we find what we seek soon."

There seem to be even more paw prints in the castle, it seemed the mysterious wolves had made themselves a home here... as Twilight crosses the threshold however, one of the shadow-watchers leaps from its place and bites her tail, causing sparks of pain to shoot up through her body. "Ow!' she exclaims, turning around to see what had bitten her. She stares, thrown for a loop, at the sight: before her was a large male wolf, with grey fur and familiar green eyes... tufts of brown could be seen between its ears and at the tip of its tail. Twilight froze, taking in the sight. "...Orion...?"

Catching the wolf-like thing in her magic, Luna also regards the creature carefully. It did bear his colorings, but ... what could have caused him to convert to a more canine appearance? "Twilight! Art thou hurt seriously?" Luna asked, before turning to the wolf. "Orion, is it truly thee?" she asked softly, staring at the wolf.

The wolf's ears flick as he recognizes their voices... slowly, he lets go of Twilight's tail, staring up at Luna now. He gives a singular flick of his bushy tail, before licking Twilight's and Luna's cheeks in turn, as if saying hello.

"I do believe it is him," Luna says in between slurps, giggling slightly when "Orion" hits a particularly ticklish spot.

Twilight laughs and says, "He's so cute!" Then she reaches out with a hoof to pet the wolf. He responds immediately, tail swishing. He barks once, as if to get their attention, before trotting off on padded paws toward the remains of the throne room.

"We believe he's trying to tell us something! Come, let us follow him! Perhaps somepony has fallen down a well and needs us to rescue them." Luna trots off behind Orion, towards the ruins of the throne room. "I still wonder what caused the transformation…"

"So am I... I wonder how long he's been like this?" All conversation stops abruptly however, when she sees what it is in the throne room. A herd of ponies, all of them in various stages of painful transformation into a more lupine form, look helplessly up at the Princesses, some of the farther along ones growling and snuffling at them too. Orion trots behind a large, bubbling cauldron, and fills a glass with the strange, glowing fluid inside, which he then forces into the mouth of the nearest pony. A change had come over him, he suddenly looked fiercer, more animalistic.

---

Raven Shadow gasps in fear as the liquid slides down her throat like fire, the changes beginning to set in immediately. Hooves splint and contort into clawed paws as her fur grows, her mane and tail becoming quite unruly. Fangs appear beneath her lips as her muzzle lengthens and reforms. When all is done, a purple wolf a little smaller than Orion lies on the cold stone floor, eyes wide. Orion, his intentions apparently revealed, levels a wolfish grin at the two alicorns, placing his front paws on the cauldron and rising up onto his back legs, as if about to tip it over.

Luna and Twilight watch in horror, when suddenly Luna cries, "Twilight! Up!" With a flap of their wings, the two alicorns are hovering above the floor, just as the contents of the cauldron flow across where the two once stood. Grabbing Orion once again with her magic, Luna raises him to her eye level. "No! Bad Orion! Bad!" she scolds, and then casts a glance at Twilight. "Well .. it seems the thing to do." She looks around the room. "We must find a way to counter the potion's effects for these poor ponies. Surely Orion would have had an antidote, or the instructions to craft one."

Orion growls at his failure then snarls as he is lifted into the air, settling for flailing his paws and scratching Luna with his claws, instead... anything to pass on the curse! Twilight hums thoughtfully, "To reverse the transformation? It is a possibility... but what if he made it with the intent to make its effects permanent?" Nevertheless she swoops down and guides some of the fluid into a glass vial. "I'll go back to the library... I have better equipment there. What do we do with Orion? Can we give him the power of speech, at least?"

"We can try, but we must restrain him before he injures one of us, or himself." Keeping a distance from Orion's flailing paws, and sharp claws thereupon, Luna finds a length of cord from a long-ruined ceremonial banner. Using it to secure Orion's paws, she sets him down on the ground. Her horn glows and Orion is bathed in a bright light, which fades away after a few seconds. "Orion, we command thee ... speak to us."

Twilight takes off toward the library, leaving Luna alone with the wolf. Orion coughs, then speaks. It's definitely his voice, though tinged with gruffness from his current form... "So... you found me... always knew it was a matter of time... I hoped to have my plans complete before then though…"

Luna is shocked. Clearly Orion was under the influence of something that was wreaking havoc with his processing of right and wrong. "Orion ... friend Orion, this is most unlike thee. The Orion we know would never lift a hoof to harm another pony. What is it that thou are trying to accomplish with this ... this sorcery and dark magics?"

Conquest," he says simply, staring at Luna icily. "A force large enough to overtake the pony race, and replace it with our own, the wolves... tonight was supposed to be our night!" He looks to the spilled puddle of potion, now seeping down into the stone. "But all that is ruined, now... I hoped to induct you and Twilight into our ranks, but to no avail."

"Thou realizes that we would never have allowed thee to succeed, friend or no," Luna said icily. "Now, you will tell us who is driving thy will to undertake such a task. We know such a task goes against all our Orion knows ands holds true in his heart. Tell us what diabolical force has taken hold of thee. Speak its name that we may know our true enemy."

---

"I... I will not!" he shouts, putting a paw to his head as if it pained him. "No... never! Please... don't make me..." He stops in mid-sentence, as another change erupts. His fur darkens to black, and his eyes change from green to bright yellow. The new wolf smiles darkly at the moon princess. "Hello again Luna," it says in a deeper voice. "You remember your old friend Lupus, don't you?"

Twilight bursts into the room shortly after, holding a bright orange liquid in a large glass container. "Luna! I was able to synthesize a cure! If we give this to all the ponies who have been affected, we can restore them to their normal forms before the moon rises!" She stops and stares at the sight of the black wolf, "What happened here?"

"We caution thee to stay back, Twilight. Go, and treat the others, I will deal with this." LIfting Lupus/Orion in her magic, she carried him into another room. "Lupus. We thought that we were rid of thee all these years ago. Why hast thou returned to this plane, and why hast thou corrupted the body and mind of our friend?" Luna's eyes start to glow , and her voice is angry, though quiet. "Did we not warn thee last time what thou would face upon thy return?"

Lupus yawns as if bored, "You of all ponies should know that villains are never truly vanquished, only temporarily defeated. When you and your sister banished me to the astral plane, I took it upon myself to bide my time and wait for a new host... after all, once you were done with me I didn't exactly have a body anymore. In Orion, I found exactly what I wanted. He's driven, fierce, but most deliciously of all, there's a dark side of him that he has hidden to all... a side just waiting to be exposed." He smiles hungrily. "You do not frighten me, Luna... I will fight you, if I need to, killing your friend in the process. Unless of course, you decide to join the pack."

Luna didn't react, instead staring straight at the image of her old foe. "Always with the deal-making. We see the years have not changed thee at all. Understand this," she said, lowering her muzzle to his, "we know our friend Orion better than thou. He has a dark side, yes, as all ponies do, but his heart and his spirit are pure. This is why he represses his baser urges, and seeks the counsel of his trusted friends when he cannot battle alone the feelings of darkness rising within him."

Luna's eyes narrowed to slits. "And we know, better than anypony, that Orion would gladly give his life than surrender to those urges and harm his fellow ponies! Death would be his preferred option, and he would be glad it was us that would deliver him!" Luna's voice became a harsh whisper. "We destroyed thy body last time we met ... this time, we will destroy your very essence so thou cannot corrupt another of our subjects again. Thy existence can continue, if thou leaves this host and never returns to this plane again. There is no other option." Luna's horn glowed brightly. "Think quickly, my patience runs short."

Lupus snarls, "I will never give up, Luna! I shall have my Empire of the Wolf, no matter what you try to do!" He dives at the dark blue alicorn, sending his pointed fangs into the fur and skin of her neck, his claws raking her sides at the same time.

Luna cries out in pain and surprise, her front hooves lashing out at the lupine form before her. Metal-shod hooves connect with flesh and bone, again and again, until Lupus's hold is released. drops of blood fall from Luna's wounds. Luna's horn glows as bright as her eyes, and the fury of the Royal Canterlot Voice reverberates through the old castle walls, making the ponies in the throne rom cringe in genuine terror. "VILE SPECTER, WE COMMAND THEE TO LEAVE THIS BODY AND BECOME AS THE AIR! NO LONGER SHALT THOU CORRUPT THIS PLANE WITH THY EVIL MACHINATIONS! Quomodo nihil reversus sumes insta diebus æternitatis!" The entire room glowed white as Luna finished the incantation, a blinding, pure white light bathing all. When the light faded, two figured lay on the floor, each not moving.

---

Twilight flies into the room, shaking from the force of Luna's shout. "Luna! Orion! What..." She gasps and dives down to check for life signs. "Both of you, speak to me... please!"

Luna stirred slowly, wincing in pain at the bite and scratch wounds. "T-twilight ... the antidote, is there any left?" Luna croaks, "Please, give some to us if there is...we believe the spirit is defeated, but we cannot be sure yet…"

"Some..." The purple alicorn floats it over, shaking. "There's only enough left for one of you..." She stares at Orion's body, wondering. He wasn't moving. "Luna..." She trots to the grey unicorn and puts an ear to his chest, "His heart's beating... but weakly..."

"Give it -give it to Orion," Luna says weakly. "We can fight if the urges try to overtake us. Hurry, while he is still weakened." She shakily rises to her hooves. "Are the others ... the others cured of this affliction?"

She nods, "Restored and sent to the library... Spike is going to look after them." She tips the last of the cure into Orion's mouth. He swallows, though otherwise doesn't yet move. "Mmm..." he moans, almost inaudibly.

"Orion ... friend Orion, please speak to us. Is it truly thou? Hast the evil shade departed from you?" Luna asks quietly. She watches with Twilight, nervously awaiting his reply.

Orion gives a solemn nod, "Yes... but he took a lot with him..." He coughs a little. "I'm sorry, Luna..."

Lifting Orion gently in her magic, she shushes Orion. "Rest now, friend. We can talk later. There is no need to apologize now." She turns to Twilight. "Let us return to the library, and quickly. " She walks out of the room, carrying Orion in her magic.

Twilight leads the other two to the library, where Spike is just seeing the last of the guests into the guest room. At the sight of the prone Orion, he gasps in shock. He (Orion) seems to have several drops of Luna's blood staining his fur. "Is... is he gonna be okay, Twilight?" Spike inquires.

Twilight nods solemnly. "He needs to rest. Get some pillows and a blanket, and get some bandages for Princess Luna," Twilight says, "I need to craft more antidote."

Luna sets Orion down on a sofa, and settles on the floor next to him. "How did Lupus manage to possess thee?" Luna asked him quietly. "Thou can answer later if thou cannot speak now."

Spike nods and gets to work quickly, even making the two a cup of earl grey as he wraps them in blankets and pillows. Orion, after a while, finally opens his eyes. "I found a book... on potions... and heard whispering... when I looked away to find the source, I felt a pain my neck... when I looked, I found bite marks from a wolf's fangs... the next month, I turned into a wolf myself.."

"Where did thou find this book? We do not believe it can harm thee again, but we may ask thee to surrender it until we can study it further. We believe that might be how Lupus returned from the astral plane he was banished to by our sister and ourself."

"It was sent to me anonymously, but I will of course give it to you... it's in my study." He wraps his hooves around Luna and hugs her. "Are you going to be okay? Those bites look nasty…"

"We will be fine," Luna says, returning the hug. "We are more concerned for yours and Raven's safety. Rest now, my friend. We will fetch the book in due course."

Twilight returns with more of the antidote. "Here, this should do the trick."

Luna drinks the potion, and after making several faces, lays down next to the couch Orion is settled on. "Please inform the Mayor that the threat is no more and Nightmare Night can be held tomorrow evening." Twilight nods, and goes to do just that.

Once they're alone, Orion yawns and closes his eyes, smiling tiredly at Luna. "See you in the morning, then?" he asks softly.

"We will see thee in thy dreams," Luna replies with a smile. "Sleep well, my dear friend."