Rarity loved Nightmare Night. It was a statement as simple as it was true; an entire holiday devoted to lavish decorations, overblown pageantry and grand, elaborate costumes. It was almost as if it had been created specifically for her. This was not the case, of course, but that didn’t dampen her spirits.

Rarity loved Nightmare Night so much, in fact, that she had offered to host a haunted house for the young ones in Carousel Boutique for the last three consecutive years, and this year would be no different. She had begun working on the decorations at the beginning of August, tirelessly designing, developing, realizing, redesigning and redeveloping concepts until she had arrived at perfection.

The boutique’s lawn was adorned with a smattering of gravestones, bearing grave (Rarity giggled at the pun) warnings for those faint of heart to turn back while they still could. At the front door, a pony dressed in white – after labor day – would greet visitors and welcome them to “Rarity’s Haunted Boutique.” The accompanying ghost sounds the pony made would be nothing short of chilling. Once inside, they would enter a small dark tunnel (created by a series of flats covered in black fabric). From the far end of the tunnel they would hear screaming as the repetitive whirr of a sewing machine grew louder with each step.

As they emerged from the tunnel, to their left they would see an evil seamstress using a sewing machine to affix bulbous red buttons to a summery blue blouse; “Those colors don’t go together at all,” the horrified client would scream in dismay, “stick to the complimentary colors on the wheel!”

The path wound around from there, leading to the kitchen. A single flickering light bulb hung from a wire over the table, on which would sit a  delicious looking salad in a bowl. Rarity could only imagine the existential terror the unsuspecting foals would experience when they went to the refrigerator for dressing, only to discover that the 14 options available to them were all store brand.

Terrifying.

From the kitchen the path proceeded to the basement, where the foals would find a waiting room similar to Colgate’s dentistry. Perhaps thinking they had to wait until summoned, they would sit in one of the chairs and browse through the fashion magazines placed on the coffee table, only to discover that – Gasp! – they were all from three winters ago!

If they even had the will to carry on from there – which Rarity firmly doubted, but had to allow for the possibility – they would proceed back up the stairs of the basement, and follow the staircase up to her inspiration room. A single, lonely bare equinnequin would sit next to a row of beautifully finished formal dresses, a sign hung around its neck inviting the visitors to finish the last dress of the line. If they took the bait, they would proceed to the fabric rack only to find that the black satin had all been used, and a flyer from the crafts store advertising a sale on the very same fabric that ended yesterday.

Rarity cackled with glee as she finished recounting the layout to Rainbow Dash, who sat with her at the kitchen table, sipping from a glass of chocolate milk.

Unfortunately, her mirth was met with a less than excited reaction.

“Yeah, Rares, that’s… real scary,” Rainbow said flatly.

Rarity narrowed her gaze. “You don’t sound like you think it’s ‘real scary.’”

Rainbow took a sip of her chocolate milk and rolled her eyes. “No, it’s fine. I’m sure it’ll scare all the little fillies who faint when they see a place setting with only one fork.”

“As well they should! Can you imagine the indignity of trying to eat your salad and your entree with the same utensil? It would be anarchy!” Rarity lamented, though that did give her an idea for an extra prop in the kitchen.

Rainbow smacked a hoof to her forehead and sighed. “Rarity, that’s not actually scary.”

Rarity leaned back and eyed Rainbow with suspicion. “What are you implying?”

“Implying!?” Rainbow dragged her hooves down her face. “I’m not implying anything! I’m flat out stating it. That stuff isn’t scary to anyone but you!”

Rarity gasped, but she felt it insufficient, so she breathed out and gasped again. “What do you mean? I’ll have you know, my haunted house is a huge hit every year!”

“Yeah,” Rainbow said, “have you never noticed how everyone leaves laughing? It’s a big joke! Everyone always wants to go so they can make fun of how silly it is!”

Rarity blinked twice. “... I always thought it was because they liked being scared.”

“I mean, yeah, in general, that’s why you go to a haunted house. Yours, though is like, the wrong kind of scary. It's more of a comedy.” Rainbow said before downing the last of her chocolate milk and belching loudly. Rarity rolled her eyes. “Anyway, I gotta get going, Mayor Mare wants me to be at town hall by 6 sharp…” she groused. “I still don’t get what the big deal is. You destroy one clown wig with an errant bolt of lightning, and suddenly you’re banned from pranking for an entire Nightmare Night? How is that fair?”

“Well, maybe you should be more careful in the future,” Rarity said as she levitated Rainbow’s glass to the sink. “Do be careful on the way out, everything is very delicately arranged as it is, and I’d hate for anyone’s comedy to be ruined.”

Rainbow sighed as she got out of her chair. “Come on, don’t take it like that, Rares. Besides, you’re right; everypony does love your haunted house. And you’re good at lots of other stuff, just not… scary stuff. But that’s part of why I like you,” she said, placing a quick peck on the unicorn’s cheek. “I gotta go now. I’ll see you after 11?”

“After 11, yes, dear,” Rarity responded as she returned Rainbow’s kiss and finished cleaning the glass. “Do stay out of trouble, will you?”

“I’m spending the whole night answering phones at the Mayor’s office… How could I get in trouble?” Rainbow asked with a roll of her eyes as she navigated the black flats out to the front door.

Rarity stared intently at her kitchen as Rainbow departed. So what if Rainbow didn’t think her haunted house was scary? That was probably a bluff anyway, Rainbow always hid her fear under a layer of bravado. The wrong kind of scary... Ha!

But then again, what would it take, Rarity wondered, to scare Rainbow Dash?

Rarity didn’t have much time. The haunted house was to open at 6:30. Rarity put the glass back in the cupboard and headed for the door. This would be her best haunted house yet.

------

Answering phones was uncool enough to begin with. When it turned from just answering them to having to reassure every concerned elderly citizen of Ponyville that the town had not, in fact, been invaded by a collection of zombies, escapees from a psych ward, or (and this was the best one she’d heard all night) a Hacy’s Thanksgiving Day Parade, it went from being uncool to straight up unradical – an entirely new word that Rainbow had to invent just for the occasion.

Rainbow tried to take solace in the fact that at least her sentence had now been served, and Mayor Mare officially lifted the ban on her pranks for next year. However, she’d still missed out on an entire Nightmare Night’s worth of pranks, and that sucked. If there was any silver lining, it would come in the form of the sweet, delicious candy that would be readily available by now. Good thing too, since it had been hours since she last ate.

As she angled herself toward the tents at the center of town, she noticed something she did not expect, or perhaps better stated a lack of something she did expect; The town square was deserted. The various game stalls still stood erect, but nopony could be seen anywhere around.

“Uh… Hello?” Rainbow called to the darkness. She listened carefully, but all she heard was her own echo.

“Weird,” she said to herself as she strolled by the tents. Even AJ’s Apple Bobbing stand was still there, complete with apples. Her stomach growling at the sight, she quickly grabbed one and bit into it. The crisp fruit helped a little, but she was still hungry, and she didn’t want to steal any more of AJ’s crop if she could help it. She made a mental note to give Applejack a bit or two tomorrow and moved on.

Sugarcube Corner shone vibrantly in the moonlight, and Rainbow licked her lips as she approached it. The location of many a sick Nightmare Night after party, Rainbow would definitely be able to get something to eat here.

Her face fell when she realized the door was locked. Peering in through the windows, she couldn’t see a single light on inside the building. She flew up to Pinkie’s bedroom to see if the mare was home, but couldn’t make out any detail through the window without better lighting. If Pinkie was in there, she must’ve already been asleep. If Pinkie wasn't in there, the after party must've been moved somewhere else. Maybe Applejack's barn?

Dash grunted in frustration. She really didn’t want to owe Applejack any more bits than she already did.

As Rainbow debated her next move, a loud bell sounded, drawing her eyes to the clock tower. It was 11 o’clock now, which meant Rarity would be expecting her. It wouldn’t be the first time I raided her fridge, she thought with a smirk, and headed off in the direction of Carousel Boutique.

A short jaunt later, Rainbow found herself standing at the front door. The lights were off, of course, but there was still enough moonlight for Rainbow to get the door open and stumble inside.

The flats by the entrance had already been taken down and lined up neatly by the door, which Rainbow thought odd, since usually Rarity would get Applejack to come help her take them down the following day.

“Rarity, you here? I’m back from my torture!” Rainbow called out, but no response came. Rainbow waited a good minute before shrugging and continuing to the kitchen. Rarity was probably already in bed or something.

On the table sat the salad bowl which had featured so prominently in Rarity’s haunted house, a fork resting next to it. The salad still occupied the bowl. Rainbow tapped her chin. Salad wasn’t exactly something she could get excited about, but it was food, and immediately available. Rainbow sat down at the table and began digging in.

The salad was bland, but at least the lettuce got right to work on quelling her rebellious stomach. Just as she went to take her second bite, she heard a sound. Rainbow glanced behind her and saw the basement door wide open, and quickly realized what she was hearing was a child singing.

Hot potato, hot potato! Hot potato, hot potato!

Rainbow rolled her eyes. Thinking back to their earlier conversation, she immediately put the pieces together; Rarity was sad that Rainbow didn’t think she was scary, so she hid in the basement and put on a creepy record when she heard her enter the building.

“Real scary, Rares, children singing are sooooooo creepy.”

Don’t pick it up, don’t pick it up, pick it up!

Hot potato, hot potato!

Rainbow sighed as she resumed eating. Rarity really didn’t have any idea what was scary.

Don’t pick it up, don’t pick it up, pick it–

Don’t pick it up, don’t pick it up, pick it–

The record clipped. Rainbow groaned. A gramophone may not have been scary, but the same 4 second loop repeating over and over was certainly annoying. “Rarity, can you at least pick a record that isn’t scratched?” she yelled down to the basement, but again received no response but the continuously clipping record.

Rainbow rolled her eyes and stood up from the table. She might as well get this over with, she thought, and headed for the basement door.

Flipping on the light switch, Rainbow saw the faux-dentist’s office illuminated at the bottom of the stairs. Chairs were lined up against the walls, and on the coffee table sat the dreaded collection of out of date fashion magazines. She descended quickly, seeing the gramophone immediately next to the bottom of the stairs.

Don’t pick it up, don’t pick it up, pick it–

Don’t pick it up, don’t pick it up, pick it–

Rainbow walked over to the gramophone and lifted the needle, and the song instantly evaporated.

“I’m like, super scared, Rarity, you can come out now,” she announced to the room. Rainbow sighed again when no response came. “Whatever,” she groused as she ascended the stairs and made her way back to the kitchen.

Rainbow laughed when she saw the salad bowl had moved to the other side of the table. “Oh no, the salad bowl moved? The horror!” Rainbow sat down at the salad’s new location and resumed eating, snickering to herself about her marefriend’s antics.

Don’t pick it up, don’t pick it up, pick it–

Rainbow dropped her fork. The record had started again? That didn’t make any sense, how did Rarity get back down to the basement when the stairs were in plain view from Rainbow’s new seat? Whatever, Rainbow dismissed the thought as she picked up her fork and resumed eating.

Don’t pick it up, don’t pick it up, pick it–

Don’t pick it up, don’t pick it up, pick it–

Rainbow belched loudly as she finished her meal, taking the fork and dish over to the sink.

Don’t pick it up, don’t pick it up, pick it–

Rainbow rubbed her temples with exhaustion. Rarity was a great marefriend and all, but it was just like her to get wrapped up in something stupid like this. It was her own fault, of course; She should have just told Rarity that the haunted house was scary, and then they could be snuggling up and going to bed or something already. But no, she’d opened her big, stupid mouth again, and now she had to deal with… whatever this was.

Rainbow walked back to the basement stairs and descended them quickly, but stopped when she got to the bottom step.

The gramophone had moved to the other side of the waiting room.

Don’t pick it up, don’t pick it up, pick it–

Don’t pick it up, don’t pick it up, pick it–

Rainbow smacked a hoof to her forehead and groaned. “Rarity, just moving stuff around isn’t scary,” she announced to the room as she walked across it and lifted the needle again.

A high pitched ringing from behind Rainbow startled her. She turned around to see an old rotary phone sitting on a small table at the end of the row of chairs. “Oh, that’s great, Rarity, a phone call? I bet there’s gonna be, like, spooky breathing when I pick it up, right? Yeah, totally scary.” Rainbow rolled her eyes again as she walked to the phone and picked it up.

To no one’s surprise, Rainbow was correct. She immediately heard heavy, struggled breathing on the other end of the line and laughed. “Okay, Rarity, this is silly. Will you just come out now? I want to know how the haunted house went over!”

The breathing continued. “Come on Rarity, that’s enough, okay?” Rainbow said into the phone.. She’d already seen through this charade, what was Rarity waiting for now?

Rainbow hung up the phone and marched back up the stairs.

Rainbow stopped as she heard the high pitched chime of the phone again, this time from the boutique’s main room. Rainbow grunted in annoyance as she marched over to the kitchen and pulled the receiver off the wall.

“Hello?” She said flatly.

“Rainbow, dear, is that you?” Rarity’s voice came from the other end of the line.

“Uh, duh? Who else would it be? Will you just come out now? I want to go to bed,” Rainbow grumbled.

“Rainbow, I’m terribly sorry for my absence, but I had to go to Fluttershy’s cottage. The poor dear was positively frightened to the bone by tonight’s festivities, and she called to ask if I would come keep her company until the night was over.”

Rainbow laughed. “Uh huh, sure she did. And I’m sure it’s spooky ghosts that are moving the salad and putting on records, right?”

“Moving the… What are you talking about, Rainbow?”

“Rarity, would you come off it?” Rainbow said, her patience wearing thin. “I know you’re hiding in the basement, okay? Just come out and let’s go to bed.”

“Rainbow, I’m really not there!” Rarity’s voice protested. “Do you want to talk to Fluttershy?”

“Yeah, put Fluttershy on the phone,” Rainbow said, playing along as she prepared herself to hear the worst impression of the pegasus’ voice of her life.

“Alright, here she is,” Rarity’s voice said, and then there was a muffled clicking as the phone was passed from one hoof to another.

“Umm… Rainbow?”

Rainbow’s jaw dropped. That wasn’t a terrible impersonation of Fluttershy’s voice, that was Fluttershy’s voice.

“Fluttershy!?” Rainbow gasped.

“Yes… Umm… Are you okay?”

“Yeah, I’m fine,” Rainbow said, her features tightening into a frown. Was Rarity actually at the cottage? That made no sense, but Fluttershy never left her home on Nightmare Night… “Put Rarity back on the phone.”

“Umm… Okay. Bye, Rainbow,” Fluttershy’s voice squeaked, followed by more clicking as the phone changed hooves again.

“Yes, Rainbow?” Rarity’s voice came through the phone.

“I don’t know how you’re doing this, but you can stop it now. And what’s with the phone in the basement, anyway?” Rainbow spoke in as harsh a tone as she was willing to level against her marefriend.

“Phone in the… You mean the prop phone?” Rarity’s voice asked.

“I mean the phone you called me on with the heavy breathing! What was up with that?” Rainbow asked.

“Rainbow, the phone in the basement is a prop for the haunted house. It’s not even hooked up to anything!”

Rainbow felt her skin crawl. She dropped the receiver and dashed down the basement stairs.

Indeed, the phone was not plugged in.

Rainbow yelped as she rushed back to the main phone and grabbed the dangling receiver. “Okay, is Fluttershy done with you now? Can you come home? I really want to go to bed.”

“Is something wrong, Rainbow?” Rarity’s voice asked.

“N… No! Of course not!” Rainbow protested. “Why would something be wrong?”

“You seem a little frazzled, dear.”

Rainbow swallowed hard. “I am not!”

“Rainbow…” Rarity’s voice slowly began, “... are you scared?”

“WHAT!?” Rainbow shouted into the phone. That was preposterous; She was not scared. “No! Y’know what, just forget it! I’m going to bed, I’ll see you whenever you decide to show up,” Rainbow said and slammed the receiver back on the hook.

“Me, scared! Hah!” Rainbow laughed as she approached the staircase to the upper floor. “Who cares if Rarity’s off comforting Fluttershy? I don’t need her…” Rainbow snarled as she made her way up the stairs.

Suddenly Rainbow heard a light tapping on the roof along with a subtle hiss from outside the building. She stopped halfway up the staircase and glanced out one of the first floor windows. Droplets of rain water fell outside. That doesn’t make any sense, Rainbow thought, It’s not supposed to rain tonight…

... Whatever, Rainbow dismissed the thought as she finished climbing the stairs and made her way into the bedroom. Closing the door behind her, she dove directly into Rarity’s bed and pulled the covers up, snuggling into the warm, plush fabric and closing her eyes.

A bolt of lightning split the sky, and Rainbow saw a pony silhouetted in the window. She bolted for the light switch and flipped it on, spinning around to face her assailant.

An equinnequin stood by the window.

Rainbow took a deep breath and exhaled slowly. Her heartbeat had shot through the roof… Not because she was scared, though; It was just because her warrior instincts knew she needed some extra adrenaline or oxygen or whatever. She moved the equinnequin away from the window and walked back to the light switch, turning it off and climbing back into bed.

Rainbow felt her heartbeat slow back down and closed her eyes again. Minutes passed as her mind wandered, sleep rapidly approaching.

Rainbow’s eyes shot open as she heard wood and glass smacking against itself. The window had come ajar, the wind and rain shaking it in its frame.

Rainbow groaned. She rolled back out of bed and stalked over to the window, shutting it tight with a loud grunt. She stalked back to the bed and got under the covers once more.

Another bout of rattling brought Rainbow’s eyes back to the window.

It was open again.

“UGH!” Rainbow shouted in frustration and slammed her head into the pillow. Forget it, I’ll just ignore it, she resolved as she took a second pillow and pressed it to the top of her head to drown out the rattling.

Hot potato, hot potato! Hot potato, hot potato!

Rainbow’s stomach turned. The gramophone, again? Why? How? It didn’t matter. She was going to sleep, and that was that.

Don’t pick it up, don’t pick it up, pick it–

The window rattled again as another wave of thunder shook the boutique.

Rainbow pressed the pillow tightly to her ear, muffling the sound enough that she thought she’d be able to get to sleep regardless, as long as she found a way to continue applying this much pressure without the exertion of force keeping her awake.

Another sound forced Rainbow to open her eyes. A scratching, scrabbling sound, like that of a hundred tiny feet climbing quickly up a length of wood. It didn’t come from the window or the downstairs…

Rainbow craned her neck to look at the wall behind the headboard.

That sound came from the wall. Rainbow followed it with her eyes. Something was scrabbling around inside the wall; Rainbow realized it sounded like one of the giant centipedes Fluttershy sometimes took care of at her cottage.

Don’t pick it up, don’t pick it up, pick it–

Another flash of lightning split the sky, briefly lighting the room as Rainbow’s imagination spiraled out of control.

Rainbow shivered. Whatever was in the wall was in the wall; It couldn’t hurt her, so it didn’t matter, even if it was a giant gross centipede with hundreds of legs and an exoskeleton and big gnashing mandibles and–

Rainbow yelped as her train of thought was interrupted by a sharp series of knocks at the front door. Rarity was home!

But why did Rarity bother knocking? Did she forget her keys? Had Rainbow even locked the door when she came in? She couldn’t remember…

It wasn’t stopping. Somepony was out there, in the storm, trying to get in the boutique. It must have been Rarity, right? She’d made her angry by hanging up on her, and now she had come home to give her a talking to.

Even if Rainbow had felt rather justified in hanging up, she was perfectly fine with that if it meant Rarity was home now… Not because she was scared, just because… Whatever. Rainbow hovered out of bed and flew down to the front door, the sharp knocks repeating all the while.

“... Rarity? Is that you?” Rainbow asked, her voice shaking. The knocking continued.

“... Did you forget your keys, Rarity?” Rainbow asked.

Rainbow gulped. She couldn't imagine why Rarity wasn't answering her, but this was getting out of hoof. Reaching out with a shaky hoof, she grasped the doorknob and pulled it open.

Silence. The thunder, the rattling, the gramophone, and the skittering all disappeared.

Darkness greeted Rainbow outside the door. She stuck her head out and looked around, but she couldn’t see anything but falling rain on the empty streets of Ponyville. She breathed slowly, her pulse still in the stratosphere as she pulled her head back inside the boutique and shut the door.

The phone rang. Rainbow dashed over to it and pulled it off the hook.

“Rainbow? There’s a terrible storm outside!” came Rarity’s voice from the other end of the line.

“No, really?” Rainbow snarked.

“I don’t think I’ll be able to make it home in this, darling,” Rarity’s voice said with a pained sound.

Rainbow’s breath hitched in her throat. “What? No, Rarity, you’ve gotta come home!”

“Why? Is something wrong?” Rarity’s voice asked.

“Just… Just because, okay!?” Rainbow pleaded into the phone, her voice cracking as she did.

“Rainbow… Are you scared?” Rarity’s voice asked.

Rainbow growled. “No! I’m not scared!” She shouted into the phone and slammed it back onto the hook.

Rainbow turned back to the door. She wasn’t scared. Maybe she was shaking a bit, and maybe her pulse kept spiking, and maybe she felt kind of short of breath, but that didn’t mean she was scared... She was just tired. And all these noises made it hard to sleep, but they didn’t scare her. That would be ridiculous.

Rainbow walked over to the door and locked it, then put the chain in place. She began to turn away before deciding that might not be enough. With tremendous effort, she took one of the discarded flats and propped it up beneath the door knob like a barricade… Then did the same with the rest of them. This was entirely for practical purposes, of course, and not at all because she was scared.

Next Rainbow went to the basement and pulled the record off the gramophone. She put it back in its sleeve sitting on the ground next to it, and then brought the record upstairs with her.

Rainbow sought out a roll of duct tape from Rarity’s utility closet and systematically taped every window in the house shut, bringing the roll of tape and the record upstairs with her to the inspiration room.

Rainbow entered the inspiration room and locked the door, throwing the record and tape onto a table and spotting her objective. Her pillow.

It had originally been one of the pillow on her parent’s bed, where she would cuddle up between them when something went bump in the night or she had a bad dream. As Rainbow grew older, she’d kept it around, enjoying the sense of familiarity and safety it brought with it. Whenever she was upset or angry or even scared – not that she was now, but just, like, in theory – she could snuggle up on it and remember better days. She’d decided a few months ago to move it to Rarity’s inspiration room so that she could nap on it when Rarity was working. That way she could hang out with her marefriend and catch up on some z’s at the same time, which was, though she would rarely admit it, even better than just napping alone.

Twilight probably would have called it her ‘comfort object’ or some other egghead, psycho-analytical thing like that, but that wasn’t important.

What was important was that it was just what she needed right now.

Rainbow launched herself onto the pillow, quickly pushing and pulling it into the appropriate shape beneath her, and laid her head down. The soft tapping of the rain on the roof continued, unaccompanied by knocking, or clicking, or rattling, or anything else; Just rain.

Just peaceful, quiet rain.

Rainbow sighed as she pressed her face into the softness of the pillow. In the morning Rarity would be home, and she’d forget all about this horrible, stupid Nightmare Night.

Rainbow shot upright to the sound of wood splintering downstairs. Her imagination immediately started jumping to conclusions, each one more horrible than the last. She listened as hoof steps began to loudly tromp across the lower floor of the house. She took deep, shaky breaths as she tried to calm herself, but her heartbeat had become so loud it sounded like an entire marching band inside her skull.

The unmistakable sound of the refrigerator being opened came through the floor. Was it Rarity? Did she come home after all, braving the storm? Maybe she was hungry, and searching for food, like Rainbow had been earlier?

The refrigerator door closed, and the hoofsteps moved back across the lower floor.

Rainbow heard something toppling over. She took quick, shallow breaths; Rarity wouldn’t go around her own home knocking things over.

The hoofsteps reached the bottom of the staircase. Rainbow covered her head with her hooves. This was her safe spot, nothing could harm her here.

The hoofsteps ascended the stairs. Rainbow held her breath, what little comfort her pillow offered her rapidly dissipating as the hooves grew louder.

The hoofsteps reached the second floor and stopped. Rainbow eyed the door. She exhaled as quietly as possible, waiting until her lungs absolutely burned before daring to breathe in again.

The door knob twisted.

Rainbow cringed with a whimper. This was it; Whatever was out there was about to be in the room.

The door opened.

Rainbow held her hooves over her face to protect herself, curling into as small a form as possible. Her only prayer at this point was that whomever was at the door would respect the sanctity of her pillow and go away.

Rainbow heard nothing. Slowly she lowered her hooves and opened her eyes to look to the doorway.

The doorway was gone, replaced by a new section of wall. Rainbow’s sense of spacial awareness bucked wildly against the information her eyes were feeding her; how was this possible? She had just entered the room through that very doorway!

Rainbow’s entire body shivered. There was no way out now. If it had just been a pony, maybe she could have bolted past it and gotten to the front door of the boutique, but now she was trapped here in this room. Rainbow rubbed her eyes as she whimpered again, thinking she’d seen the walls start to close in around her. When she opened her eyes again, she realized it was much worse than that.

The wall in the former doorway was getting closer, not because of claustrophobia, but because two hoof-like protrusions pushed against it from the other side, the wall stretching around them like jello.

Rainbow felt tears trailing down her face. Her throat was swelling shut, and her entire body was shaking uncontrollably. Shifting to the back of her pillow, Rainbow raised it up in front of her, barely peeking over the edge.

A third protrusion began to emerge from the wall, more pointed than the other two, but slowly growing in diameter. It was a muzzle… And then it was an entire pony’s face, stretching into the room. Rainbow watched in abject terror as the mouth silently moved.

”Rainbow,” it mouthed.

Rainbow screamed as the phone on the work table rang. She threw the pillow at the doorway and dashed for it, picking it up and fumbling with the receiver until she held it up to her face. “Rarity!?” she sobbed into the phone, tears streaming down her face, “Rarity, please, I’m scared! Please, come home!”

Rainbow heard the click of the receiver on the other end and sobbed again. Whoever it was hung up on her.

Rainbow heard the sound of wood being tossed aside behind her. She turned to look and saw light filtering into the doorway, the silhouette of a pony standing there, but she couldn’t make out who it was through the glare.

“Rainbow?” The pony said as the light switch in the room flipped on.

Rainbow rubbed her eyes. It was Rarity.

Rainbow launched herself at her marefriend, tackling her to the ground and pressing her body as close as she could. Rarity held her, feeling her every muscle trembling fervently, her chest rising and falling in rapid succession, incoherent sobs spilling out of her mouth as she dug her face into Rarity’s neck.

“Rainbow, it’s okay, I’m here now,” Rarity cooed, running her hooves gently along her back.

“No, it’s not okay!” Rainbow sobbed into Rarity’s neck, “You weren’t home and all this horrible stuff started happening so I came up here to my safe spot and it wasn’t safe anymore!”

Rainbow continued to hold onto Rarity with all her might for several long seconds, the only sounds her own sobbing and Rarity’s subtle breathing. Minutes passed before Rarity spoke.

“I took it too far.”

Rainbow sniffled loudly and pulled her head back to look Rarity in the eyes. “What?”

“Rainbow, I’m so sorry. I… I just wanted to prove to you that I can be scary, but I got carried away,” Rarity said.

Rainbow rubbed the tears out of her eyes with a hoof. “You mean… It was you?”

Rarity cringed and nodded. “When you left earlier, I decided I wanted to prove to you that I could be scary, so I asked Twilight for help… Like a prank.”

Rainbow’s vision blurred with fresh tears as an unstable cocktail of emotions battled inside her. She pulled away from her marefriend and picked up her pillow, looking at the tears forming stains on the white fabric. Rarity had done this to her. Rarity, her marefriend, had willingly and knowingly put her through this, for a prank.

“... Fuck you,” she said softly.

“What was that dear? I couldn’t hear–”

Rainbow spun around and hurled the pillow into Rarity’s face. “I said FUCK YOU! This is your idea of a prank? No, this wasn’t a prank, this was… this was… I don’t even know what to call it, Rarity!”

Rarity stared dumbly back. “I… I’m sorry, Rainbow, I messed up, but I–”

“You didn’t mess up,” Rainbow interrupted with a roar, “messing up doesn’t even come close to… to whatever this was!”

“Please Rainbow, calm down,” Rarity shouted back. “I didn’t mean to upset you!”

“Really? You could have fooled me,” Rainbow seethed as she stomped toward the door.

“Rainbow, where are you going?” Rarity cried.

“Fuck off,” Rainbow spat back as she crested the doorway and headed down the stairs.

“Rainbow, wait! Please!” Rarity chased after her to the top of the stairs just in time to see the front door of Carousel Boutique swing shut.

Rarity blinked back her own tears as she sat down at the top of the stairs. “Rainbow… I’m sorry,” she said to the empty room.

------

Rarity never felt more alone in her life than she did that night. Rainbow’s tear-stained pillow made a poor substitute for the mare herself. She didn’t even know what she had expected to happen. The idea that Rainbow would be so relieved by her presence that she would forget the whole ordeal she’d just been put through now seemed so alien, she wasn’t sure how she ever could have believed it. What little sleep she managed to get was sporadic and disjointed, plagued by questions about the fight with her marefriend.

Rainbow had never told her to ‘F off’ before. Rarity had made plenty of mistakes in the past, but they always talked about them. Even when Rainbow stormed off angry, she usually came back almost immediately. This time, she didn't.

It hurt to acknowledge it, but Rarity knew she deserved this. Rainbow never liked showing weakness, but she’d opened up to Rarity, and shown her softer side… And then Rarity took that side and cracked it open like a pinata from one of Pinkie’s parties.

Rarity felt ugly. Uglier than she’d ever felt in her life. The old films said Nightmare Night was the time when monsters would come out to terrorize ponies, and she’d proven them indisputably true. And for what? For pride? She didn’t even particularly care whether Rainbow thought she could be scary in the first place, she just got so wrapped up in the whole thing, not once did she stop to think if what she was doing was right.

The alarm clock rang, but Rarity didn’t need it. She’d already been up and putting on her makeup for half an hour. Twilight had asked her to stop by the library in the morning to tell her how it all went. She was tempted to renege on the agreement, but she knew she’d need all the help she could get to clean up this mess she’d made.

It took only a few minutes to reach the library at the center of town. With a deep breath, she knocked on the door.

“Coming,” came Twilight’s voice, and the door immediately swung open. “Oh, good morning Rarity, I didn’t think you’d be here quite this early.”

“Good morning, Twilight,” Rarity managed to say as she entered the building and made a direct line for the coffee pot. She noticed with no small annoyance that Twilight hopped alongside her, a giant smile etched across her face. She could see the question lurking in her eyes as she poured her cup of coffee.

“Sooo… How’d it go?” Twilight finally asked as they sat down at her kitchen table.

“I’ve made a huge mistake,” Rarity said.

Twilight stopped smiling immediately. “Oh no! What happened? Did she see your aura moving something? Did you forget the teleport spell I taught you? Did the fabric on the flat break when you pushed against it to make it look like a ghost was coming out of the wall?”

Rarity shook her head. “No.”

“Uh… Then what was the mistake?” Twilight asked with a raised eyebrow.

Rarity smacked a hoof to her forehead. “Twilight, I terrorized my marefriend to the point of hysterics.”

Twilight blinked. “Uh… Wasn’t that the goal?”

“I… Well… Yes, but it never should have been. I made her cry, Twilight. What kind of marefriend does that, and on purpose no less?”

Rarity watched as Twilight scanned the table with her eyes as if searching it for an answer. Finally she spoke. “… A bad one?”

Rarity let her chin rest on her forelegs with a deflating sigh. “Yes. A terrible, horrible, no good, very bad marefriend, and that’s what I am.”

“That might be going a little far, Rarity. I mean, you apologized, right?”

“Of course I did, but you should have seen her, Twilight. I don’t know if I’ve ever seen her that upset… And she certainly didn’t forgive me.” Rarity dug her forehead into her hooves.

“Well, maybe since she’s had a chance to calm down now, you could try again?” Twilight suggested.

“I think it’s going to take more than that,” Rarity mumbled. “I just don’t know what to do! She said she can’t trust me anymore. How do I make up for that?”

Twilight tapped a hoof to her chin. “Hmm… Maybe you just need to show her that you understand what you did wrong?”

“But I already acknowledged that I was in the wrong,” Rarity said, “and she didn’t care.”

Twilight nodded. “Yes, but it’s one thing to say you understand, and another thing to show you understand. Actions speak louder, right?”

Rarity raised her head from the table and blinked. “Twilight, that’s it!”

“What’s it?”

“I don’t have any time to waste,” Rarity said as she stood up, “Do you still have that book with the cloud walking spell?”

“Of course, but how is that going to help?” Twilight called to the doorway as Rarity exited the library.

Rarity smiled. “I’d like to borrow it, if I may. I have actions to take.”

------

Rainbow Dash frowned. That cloud kind of looked like Rarity’s cutie mark. Normally she’d smile at that kind of thing, but today was different. For all she loved Rarity, she just couldn’t believe that she’d actually take something that far… and it hurt. It hurt to know that her marefriend was capable of such a thing, that she could be that thoughtless.

Rainbow groaned as she rolled over on her bed. She didn’t like being mad at Rarity, but she couldn’t let it go. Rarity was supposed to be her rock, the pony she could trust more than anypony else, and she’d just… she’d taken advantage of that. How was Rainbow supposed to forgive such a thing?

A knock on the door brought Rainbow out of her introspection. She rubbed her eyes and looked towards the source of the sound. That’d better not be some feather brain asking me to cover a shift tonight, she mumbled as she rolled off her bed. I could always pretend not to be home… She walked slowly across her room and took a quick glance through the peephole.

It was Rarity. Not only was it Rarity, but she looked like Tartarus.

Despite the tiny field of view, Rainbow could see Rarity’s makeup was completely askew, blush caked on in massive splotches and enough eyeshadow that she looked like a rodeo clown. Her hair was caked with mud and dirt. She appeared to be wearing a potato sack with neck and leg holes cut into it, and there was a sign hanging around her neck which Rainbow could just barely read enough to make out the words ‘Beware of Dog.’

Rainbow furrowed her brow. Whatever stupid game Rarity had come to play, she wanted no part of it.

“Rainbow Dash, I’ve come to apologize,” she heard Rarity’s voice carrying through the door. “I know you might not want to see me right now,” What an understatement, Rainbow thought with a roll of her eyes, “but I had to at least try to make up for what I’ve done.”

Rarity seemed to be waiting for a response, which Rainbow was more than happy to let her do. Eventually she continued. “I love you more than anypony else in the world, Rainbow Dash, and I’ve never felt more wretched in my life. What I did to you was wrong, and… I just wanted you to know, I am as sorry for it as I’ve ever been. If you are willing to give me a second chance, I promise I will never do something so horrible again.”

Rainbow crossed her forelegs. That was Rarity’s big plan to get her to forgive her? Just come over looking disheveled and ask?

Rainbow turned her back and slumped against the door as Rarity spoke. “... I know you feel like I broke your trust and humiliated you… So I made this,” she said, and Rainbow noticed a small envelope sliding under the door. She picked it up and lifted the flap to see a polaroid fall out. “I’ve said a lot of things in our time together… Like that I would walk through mud for you, or that I’d wear last year’s fashions, or that I’d even let Sweetie Belle do my makeup if that would somehow show you my love… But actions speak louder than words. So I’ve come here like this to beg that you might forgive me for what I’ve done.”

“I… I don’t know if that really makes us even, but if it doesn’t, you can show it to as many ponies as you want, and I promise I won’t be mad. I just want you to know that you mean more to me than my pride, and let’s face it, I’m a proud pony.” The tension in Rainbow’s face eased as she heard Rarity’s voice shake. She wasn’t sure what she was supposed to feel. Sated? Empowered? Something else altogether? It was the strangest apology she’d ever received, and she really wasn’t sure how applicable it actually was. If nothing else it was certainly dramatic, and therefore certainly Rarity.

Rainbow chewed her lower lip. This was probably the most humiliating moment of Rarity’s life, and she did it to herself, just to show her that she was sorry. And gave her photographic proof.

“Well… I guess you’re either not home, or you don’t forgive me anyway,” Rarity said softly. “If… if you do decide to forgive me, I’ll be at Carousel Boutique, I guess. I’m so sorry.” Rainbow rubbed her temples as she thought about what just happened. Rarity was sorry, which she already knew. Rarity was sad because Rainbow didn’t forgive her, which she also already knew. Rarity was willing to let Rainbow humiliate her in front of the entirety of Ponyville to make up for humiliating her one on one…

Rainbow closed her eyes, sighed and tore the photo to shreds.

------

Rarity plodded back to the tethered hot air balloon and wiped her muzzle with a hoof. So she didn’t have a tissue… She was already a hot mess, what did it matter? She had just reached up her forelegs to hop in when she heard the door opening behind her.

“Hey, Rares.”

Rarity blinked as she saw Rainbow standing in the doorway and immediately found herself fighting the urge to run over and hug her with all her might. “Hi,” she replied softly.

Rainbow looked down at her hooves and kicked at the cloud as Rarity chewed the inside of her cheek. She wanted so badly to reach out and hold her, but she wouldn’t allow herself to possibly make things worse. After a brief silence Rainbow looked up. “Cloud walking spell?”

Rarity nodded.

Rainbow chuckled for a moment before hanging her head and looking off to the side. “You didn’t have to do that,” she said softly.

“I just wanted you to know how much you mean to me. I love you, Rainbow Dash,” Rarity said, trying to rub the tears out of her eyes.

“I know... I love you too, Rarity,” Rainbow said, and took a few steps forward. “I… I’m not good with this mushy stuff. Can I just, uh, give you a hug and we can move on?”

Rarity blinked dumbly and nodded. In a flash Rainbow was pressed up against her, her hooves wrapped firmly around her neck. Rarity hugged her back with all the strength she could muster, nuzzling into her chin. She hoped Rainbow wouldn’t mind having tears mat her fur.

“Does this mean–”

“You’re really gonna make me say it, huh,” Rainbow cut her off with a roll of her eyes, “Yes, I forgive you.”

Rarity allowed herself to smile just in time to be startled as Rainbow broke the hug. “However, I’m still kinda upset about the whole thing,” she said with a furrowed brow.

Rarity’s face fell. “I–”

“Yeah yeah yeah, you’re sorry, I know. Point is, you said you’d do anything to make it up to me.”

Rarity gulped and nodded.

“Did you mean it?”

“Absolutely I did, I meant every word,” Rarity said quickly.

“Well, I’ve got something in mind,” Rainbow replied with a wicked grin.

“Just name it and I’ll do it!” Rarity said, not caring if she sounded desperate.

Rainbow leaned in close, placing her muzzle right next to Rarity’s ear and whispered, “I get to be the little spoon… for the foreseeable future.”

Rarity giggled before sniffling. “Okay, deal.”

“And no turning around in the middle of the night if you wake up,” Rainbow said seriously, “‘Cause I’ll know!”

Rarity laughed louder. “I would never,” she said, placing a hoof over her heart.

“Good,” Rainbow nodded, and then pulled Rarity into another hug.

Rarity sighed as she ran her hooves through Rainbow’s mane.

“So, uh, you’re like, really dirty,” Rainbow said as she broke the hug again. “You want some help cleaning up?”

Rarity giggled in response. “Oh dear, I think I’ll need at least five spa visits before I feel clean again.”

“Well, I may not be Lotus or Aloe,” Rainbow said with a smirk, “But I do have a pretty big shower stall inside.”

“You little scamp, you!” Rarity exclaimed as she tapped Rainbow on the nose with a hoof.

“Is that a ‘no?’” Rainbow asked, wiggling her eyebrows.

“... No, it’s not.” Rarity said, blushing.

“Race you there, one two three go!” Rainbow shouted and bolted into the house.

Rarity smiled as she followed inside. As she breached the doorway, she noticed some small pieces of paper stuck to the bottom of her hoof. Looking closely, she realized what they were right away and grinned. Rainbow really was the best marefriend ever.

… But just in case, she took the time to find Rainbow’s dust pan and ensure the scraps of the photo made it into a proper waste receptacle before following her marefriend upstairs.