Rarity was having a difficult time assembling costumes for a quarter of Ponyville. She only had a late morning and afternoon left to finish it all, rushing to put last-minute details on various pieces and accessories. As Rarity went back and forth, she attempted to help her customers in her store. Everything would have gone smoothly and organized were it not for one filly in particular.

Silver Spoon held her white-powdered face up high, looking down with lofty eyes at her Geisha costume. "Everything must be perfect." She smiled wide at the mirrors that surrounded her, noticing a small green speck in her pearly teeth. With a frown she rubbed the spot with her tongue. Looking again she flashed her new grin with satisfaction. Silver Spoon twisted elegantly to the left in a slow twirl to make sure every stitch and hem was in place and to assure it felt comfortable as she raised and lowered her hooves.

But most importantly, Silver checked to make sure that the red flowers with rubies at their center bedazzled in the reflections off of the white and blue hues of her kimono. Satisfied with the outfit she looked on to her hair—she opted to keep her ponytail but had a blue sash woven into it and at the top of her head was a matching blue flower and a ruby at the center. She curled her lip and pouted. "Miss Rarity, I want to see what a red flower looks like in my hair."

"Coming, darling!" Rarity said running out of breath. She finished the stitching on the leather to a pirate costume, used her magic to levitate a red flower from a table nearby, and brought it over to Silver Spoon. The rich filly had her nose up in the air and eyes shut as Rarity carefully untwisted the ruby from one flower to the other and placed it in her hair.

"Such—elegant attention to detail," Rarity sputtered with a sweat drop.

The bell door to her shop rang and Rarity was off running again. "Coming!"

Silver Spoon smiled happily and stepped down from the platform. She saw Ruby Pinch walking towards her with a twisted grin while Piña moped by her right. Ruby spoke up. "Everything ready for tonight? You look fab."

"I am—uh—fab, aren't I?"

Piña bit her lip. "Sorry Diamond Tiara couldn't make it to the invitation; she had a reservation at the castle."

"When I didn't. I can't believe it," Silver Spoon looked forward, "my best friend ditching me for the party at Twilight's castle. Well, if I can't be with her in first class, I'll go somewhere else, first class," she tipped up her nose and closed her eyes. "Exclusivity."

Ruby nodded. "Miss Cheerilee will be by your house. She's taking the foals there."

Silver Spoon's eyes popped open. "My mom isn't coming?"

Ruby Pinch turned to the door. "The other foals aren't going with their parents. Your mom said she wanted to go to the castle too, but oh, if that's a problem, I suppose you want your mommy to hold your hoof while you're second class at the…"

"Humph! Don't be silly, of course not. I mean, like, what's the worst that could happen? This is Ponyville isn't it?"

Ruby grinned as she made her way out the door. "Exactly. We'll see you there."

Piña Colada raised a hoof and looked behind as Silver Spoon turned back to the mirror to admire herself in her costume again. With a gulp and a sigh, Piña followed her cousin.

---

As the sun began to set for Nightmare Night, most of the ponies in the town were already dressed and moving out to attend parties of the occasion. Miss Cheerilee dressed in a white bride's gown escorted a group of foals towards the edge of the Everfree Forest down into a vineyard. Apples may have been the staple food of Ponyville, but the vineyard provided much of the growing demand for grapes the ponies in town used.

Jelly Splat's light green and purple-splashed mane was covered in a wrestler's outfit and mask, his little red cape flapping in the wind as he bounced along ahead of the group. Rumble as a Changeling was flying just overhead. Trotting to Cheerilee's left was Silver Spoon in her red-flowered Geisha outfit. Just behind, Noi followed with a wide grin as she wiggled straw-filled fake Pegasi wings tied to her. Next Noi was Honeydew, a filly unicorn with a coat of her name, red hair brimming her face and a sideways question-mark curled tail. Her blue-green eyes flittered out of the silver-white masquerade mask and silver-frilled dress. This filly however had a frown.

Noi rose an eyebrow. "What's wrong, Honeydew?" She stopped in her tracks to jump up and down to make her straw wings flap.

Honeydew turned to the side and sighed. "I's just not being good at this scaring thing. And being new around to Ponyville, well, my's aunt and uncle thought it best if I's went to a small occasion where I's can't be so clingy."

Noi didn't share the empathy, instead continuing to bounce and watch her wings wiggle, as if she were pretending to fly. She started to run a circle around the open field along the road before entering the vineyard. "Where's your parents?"

"They's away a lot. My's dad's a sailor and mom's a train stewardess."

Honeydew felt a bump to the side and closed her eyes in a startle. It was Noi, who giggled. "Oops, I guess I should watch where I'm flying," Noi apologized. "Well, so long as they love you."

"They's do, a lot. My's aunt and uncle too. Wish they's be here."

Noi tipped up her nose as she galloped in place and licked her lips. "Mhmm, that's good." It was her turn to be bumped on to the left. It was Jelly Splat. "Well Noi, if you get scared, just come walk beside me." He stood on his hind hooves and flexed his muscles, though no impressive bulk showed through his wrestler costume.

Noi felt a bump to her right. It was Rumble "the Changeling". "Don't listen to that scaredy-cat. I'll protect you!"

Noi closed her eyes and giggled as she reached her arms around both colts. "Why do you both walk beside me? Jelly Splat can protect me from stuff to my left, and Rumble to my right." Over her back the two boys gritted their teeth and growled. Just behind them was a disappointed and twitchy Honeydew, curling her lip nervously at every leaf fall and possible rustling.

"I think we're here," Miss Cheerilee said putting a hoof to her chin and looking around.

The foals that fell behind moved under the archway past some rusty gates that led into a secluded section that was partly in the Everfree Forest. By now the sun had finally set and only the twinkling of fires made it clear where to go. There weren't any decorations but considering the landscape and tone, it seemed that none were needed.

A voice faintly echoed through the trees. "Come in, you're all invited."

The ponies followed a winding path of small, lit fires until they reached a processing plant shaded by the dense forestation. There was a mess of barrels, stains on the ground, pumps, a few tables, and at the center of the clearing was a machine several times the size of a large wagon. From what they could tell by the torchlights on its corners, it was stained and partly rusted, the green paint peeling in some areas. On one side to their right was a closed ramp with conveyor rollers leading down to what would presumably press grapes and on the other end was a spout large enough they could fit their heads into leading to a deep hole in the ground to their left.

Stepping out from behind the machine was Berry Punch with a twisted smirk, her daughter Ruby Pinch with an evil grin, and young sister Piña Colada looking at the newcomers with sure damnation. But perhaps what may have been most unsettling about them was that they were not wearing any costumes.

"What's this for, you ask?" Berry Pinch tilted her head back to the machine. "Sit down, everypony," she nodded to a table that had some drink refreshments. "Sit and I will tell you."