“We’re about a few blocks away, Noah,” she said as she led me down the block.

Who was “she”? She was one of my close friends.

Who was Noah? That’s was me, the guy she was leading through the town.

What was “it”? Well, it’s… actually, I should go back a little bit. Things will make sense once I show you how I got to this point, how I met the lady that I was walking with.

How I met Nightshade.

It was the second week in January, and the first day of my second semester of my sophomore year at the University of Florida. I lived off-campus, so I had to take the shuttle to school. I stepped onto the shuttle as it pulled up in front of my apartment, and the driver greeted me as I got on.

“Mornin’ Noah!” he said happily.

“Morning, Jeff,” I answered as I took my seat.

As I rode the shuttle, my phone started ringing.

“Hello?” I said as I answered it.

“Hey, Noah! You on the shuttle?”

“Yeah, Klaus. I’m on my way. I’ll be there in a couple minutes.”

“Alright. Meet me and Maud at the usual spot after your first class.”

“Right.”

I hopped off the shuttle several minutes later, heading to my Physics class so I could get it overwith and meet up with my friends.

Speaking of my friends, I should mention something about them. You see, they… weren’t exactly human.

Klaus was a griffon, Maud was a pony, and they were both from another world.

You see, for the past fifteen or so years, humans have been in contact with a faraway world known as Equus, a land where anthropomorphic ponies, griffins, and other magical creatures resided. One of the princesses of Equestria, the nation in Equus where most ponies resided in, used a spell that she developed herself to make an attempt at contacting another world, and wound up here, in the human world. Since then, the beings of Equus and Earth have been living in peace for the past fifteen years, with humans migrating to Equus to live there and vise-versa with beings of Equus.

For me, I just decided to stay here on Earth. I was never a big fan of traveling long distance, and another planet is WAY long distance…

But I digress. What was I talking about? Oh yeah, my friends.

First there was Klaus Stormcloud. As I said before, he was a griffon. He had grayish-blue facial and neck feathers with wings of the same color, grayish-white fur, golden talons, and brown eyes. His neck feathers, as well as the feathers on the lower halves of his wings were white, and all of his feathers had dark blue speckles on them.

Klaus was pretty lively, but not to the degree of a typical college party animal. He actually took his studies seriously and knew the time and place for fun, but he never failed to make others laugh.

Then there was Maud Pie. She was an earth pony from a small rock farm in Equestria. Unlike most ponies I’ve met, Maud wasn’t as… brightly colored, both in appearance and personality. Her coat was a plain gray while her mane, which was almost impossibly straight and went to just below her shoulders, was a grayish purple. Her entire wardrobe was nothing but gray, and her go-to style would either be a short dress, or a long-sleeved shirt and jeans, depending on the weather.

But we were in Florida, so it never got too cold.

Unlike Klaus, Maud was very quiet, blunt, and deadpan. She rarely showed any emotion, and when she, Klaus, and I first met, we got the impression that she didn’t like us, but she insisted otherwise.

Although the monotone she had when she said it didn’t help much.

Still, Klaus and I believed that she was telling the truth, considering the fact that she still hangs out with us and that, on the few occasions where she had smiled, they had been while she was spending time with us.

She was hard to figure out at first, but Klaus and I have gotten used to her, and she was actually rather nice once we got to know her better.

The three of us have been friends for about a year and a half now, and while Klaus was the livelier one of the group and Maud was more subdued, I was the one in the middle, balancing them out. We were all in the same graduating class, too. Maud was majoring in Geology, and Klaus was majoring in Game Design.

As for me, I was an Astronomy major.

When I got to my Physics class, I sat towards the back of the class, as I always did, and I had a good view of every other student in that class. When it came to academics, I was a real observer. In high school, I caught every instance of note-taking, texting, doodling, and other such things during classes.

Of course, I didn’t rat anyone out. This was just something that I did for my own personal amusement.

But when I looked around the class that day, I noticed one student that I hadn’t seen before.

She was a unicorn mare, sitting in the back of the class, just as I was. The lecture hall was large, and she was sitting pretty far away from me, so I couldn’t see her as well as I could have. From what I could see, she had a dark purple coat and a pitch black mane and tail. She was wearing a grayish-blue sweater with jeans that were so black, they blended with her tail. Her head was down, and her mane was blocking my view of her eyes, but I most likely wouldn’t have been able to see them anyway because of how far away she was from me.

What I found strange, though, was that this mare didn’t have a textbook. Hell, she didn’t even have a bag. All she had was a notebook and a pencil. She seemed to be scribbling something into the notebook, most likely the notes from the lecture based on how vigorously she was writing.

As much as this mare confused and intrigued me, I had to pay attention to the lecture that my professor was giving me.

After class, I left the lecture hall and began to head towards “the usual spot,” which was the back table at the student lounge. On my way over there, I texted Klaus that I was on my way, and while I carelessly walked with my head down, looking only at my phone and walking at a brisk pace, I ended up bumping into someone.

The impact was hard enough to knock both of us to the ground, and it took me a while to get myself everything to stop spinning. When my vision cleared, I looked at who I bumped into, and my eyes widened in surprise.

It was that same mare from class.

“I’m sorry,” I told her. “I wasn’t looking where I was going.”

She looked at me, and then she shook her head as she got up onto her hooves. “It’s okay. I wasn’t really paying attention to where I was going either.”

“Are you okay?”

“I’m just fine, thanks.”

I got myself up off the ground and dusted myself off. When I looked up, I was caught off guard by the mare’s face, or rather, her eyes.

They were a deep shade of blue.

The next thing I noticed was her height compared to mine. She was shorter than me by about two inches, and she was rather thin compared to most unicorn mares I’ve met, who were more voluptuous. Her figure was rather average, with nothing really standing out body-wise. Then again, the clothes she wore were pretty thick, so I wasn’t one-hundred percent sure whether she had curves or not.

“Forgive me if I’m being a little forward, but did you just come from Mr. Lance’s Physics 201 class?” I asked.

“Yes,” she answered.

“I’m in that class, too. I don’t think I’ve ever seen you before, though.”

She blinked rapidly and cleared her throat. “Oh, well, I’m a transfer student from Canterlot University. It’s my first day.”

“Oh, well welcome to the University of Florida,” I joked. “My name’s Noah. I’m an Astronomy major.”

The mare gave me a small smile. “My name is Nightshade. I’m an Astronomy major, too. It was nice meeting you, Noah.” She was about to walk away, when all of a sudden…

“Hey, Noah!” I heard from behind me. I turned around and saw Klaus waving at me as he walked towards me. “I was just on my way to meet up with you and Maud!” he smiled, and then he looked at the mare behind me. “Who’s this?”

“Oh, this is Nightshade. It’s her first day here,” I answered.

“Really? Well, it’s nice to meet you. My name’s Klaus.”

The mare nodded her head. “Nice to meet you, too.”

“Y’know, Noah and I were heading to meet a friend of ours at the student lounge. If you want, you can come with.”

Nightshade looked surprised at the offer at first, but then her face softened. “Um… okay. That would be nice.”

The three of us walked to the student lounge together, and when we got there, we saw Maud sitting at our usual table by herself.

“Hey, Maud,” I said. “We didn’t keep you waiting, did we?”

“No. I just got here,” she told me in her usual deadpan tone. “Who’s your friend?”

“My name is Nightshade,” said the unicorn.

“Oh, well it’s nice to meet you then. You can sit next to me if you want.”

Klaus and I could tell that Nightshade was thrown off by Maud’s monotone and her neutral facial expression. “You’ll get used to it,” the griffon told her with a chuckle as we all sat down.

Just then, Maud’s phone started vibrating on the table, and she looked at it curiously.

“What is it, Maud?” Klaus asked.

“My little sister sent me a text message,” she answered, and then she proceeded to read it. “‘Was looking through some old photos and found some Nightmare Night pictures of us when we were fillies.’”

I noticed Nightshade roll her eyes when Maud mentioned Nightmare Night.

“You don’t like Nightmare Night?” I asked.

“I’m not particularly fond of it,” she answered. “It’s rather ridiculous, if you ask me.”

“Yeah, I guess we’ve all outgrown it,” Klaus shrugged. “I mean, we’re all twenty years old, now. Well, unless you’re younger, Nightshade.”

The mare shook her head with a smirk. “No, I turned twenty just recently. I was born on the winter solstice.”

“Interesting,” said Maud.

Nightshade began to laugh. “I like you guys. Do you all gather here often?”

“Yeah, almost every day. Just the three of us,” I answered.

“But we’d be happy to make it four,” Klaus added.

The unicorn smirked. “I’ll take you up on that offer, Klaus.”

From then on, Nightshade became the fourth member of our circle, and she was an interesting mare to be around. She knew a lot about astronomy, particularly the stars and constellations. Klaus, Maud, and I have been friends with her for three months now, and she’s definitely brought a certain dynamic that we didn’t have before.

“We’re almost there, Noah,” said Nightshade. “It’s just around this corner."

Oh, right. I never explained what “it” was.

You see, Nightshade, like me, lived off-campus, but she never invited me, Klaus, or Maud over. We never really minded it, though. Whenever the four of us would hang out at one of our places, it was always mine, since it was the biggest.

A few days ago, Nightshade told me that she wanted to take me, and only me, over to her apartment, and when she asked me, she had a mix of nervousness and excitement in her eyes. I happily accepted her offer, and that’s what brings us to this moment. It was nighttime, and I was about to see where Nightshade lived.

But when we rounded the corner, something felt… off.

All the houses on this block were on the verge of collapsing; not a single one of them was comfortable enough for even one person to live in.

“Um… are you sure you live on this block, Nightshade?” I asked nervously.

“Of course, I’m sure,” she answered. “It’d be quite silly if I didn’t know where I lived.” She then grabbed my arm. “C’mon. My place is right over here.”

She led me down the block until we came to a stop in front of one of the buildings. It was the least damaged house, but it was still in pretty bad shape.

“You live here?” I asked in disbelief.

“I know it’s not much, but it’s home,” she told me as she led me inside.

“Okay, Nightshade. This isn’t funny anymore,” I said, my voice laced with nervousness.

“What do you mean?” she asked, tilting her head.

“This can’t possibly be where you live. This place looks like it’s about to fall apart. On top of that, you have no electricity, and I doubt you have any food here, either.”

“Well, I do have running water,” she said. “Whoever owns this place must have forgotten to cut off the water supply.” Noticing that she was off-topic she shook her head and gave me a serious look. “Listen, Noah. I know this is hard to believe, but this is my home, and it’s been my home for the past several months. I know it’s not as nice as I’d like, but I had no other choice.”

“What do you mean?” I asked.

Nightshade looked away from me, some of her mane obscuring her eyes. “Noah… We’re close friends, right?”

I blinked. “Of… of course…”

“And if I were to tell you a secret, I could trust you to keep it… right?”

“Well… yeah, I guess…”

“Then I want you to promise me… Promise me that no matter what, you won’t tell anyone what I’m about to show you. Can you do that for me?”

I had no idea what I was in store for. What secret could she possibly have that she could only trust me with?

As much as I feared the answer, I decided to take the risk.

“I promise,” I vowed to her.

Nightshade nodded her head and lit up her horn. It began to shine brightly, and numerous ribbons of dark blue magical energy began to surround her to the point where I could only see her silhouette. I watched as her body began to change form, her height increased rapidly, her limbs becoming longer, while her figure grew in spectacular volume and formed rips in her clothing under the power of its swelling girth. The shell of magic surrounding her began to rise as her horn grew to double its length at a pointed tip, and her mane and tail grew longer more voluminous. Finally, her form hunched over as two lumps appeared on her back. Said lumps grew larger and larger, until two large wings sprouted from her back.

The transformation complete, she began to come back down to the floor, and when she stood up, she was now over a head taller than me. The magical energy surrounding her dissipated, and the mare that stood before me at that moment…

It wasn’t Nightshade.

While she was wearing Nightshade’s clothes, everything about her was different. Her coat was pitch black, and her mane and tail were a deep blue, with little stars twinkling within as they flowed in a nonexistent breeze. Her body was much different from Nightshade’s as well. This mare had a body type that was a mix of the firm frame of an earth pony and the soft curves of a unicorn. Despite my immense dread, however, my passive observational instincts kicked in, and I noticed how much different this mare's figure was from Nightshade's.

Her hips had expanded greatly, the soft flesh of her enormous thighs protruding underneath the rips of her jeans. I flinched when I heard a harsh snapping sound and watched as her once modest bust grew to more than twice their size, each mound as large as her head. To compensate, her back became large and sturdy, giving her a powerful appearance.

And her eyes… I forgot about everything else when I saw them...

They were the same color as Nightshade’s for sure, but her pupils were slitted and cat-like, and she had purple eyelashes and eyeshadow, as well.

The mare stood there and looked at me with a nervous expression on her face, while I fell to the ground in fear. My mind stood frozen in time. My stomach tied itself into a knot and something made me feel as if I was going to fall into a panic at any moment. My heart went out of control as it pounded and pounded rather forcefully inside my chest. I… I simply could not believe it! Was this really Nightshade or was I just having a nightmare?

Wait a minute... Nightmare...

“Noah, please don’t panic,” she pleaded, her voice much deeper than Nightshade’s.

“You’re… you’re…” I stuttered as I looked at her fearfully.

I recognized this mare, the mare that almost plunged Equestria into eternal night, the mare that was the evil persona of Princess Luna. She was…

“Nightmare Moon!”

Author's Notes:

And so another story begins! I know you guys have a lot of questions at this point regarding how Nightmare Moon got to the human world and how strong she is and why she hasn’t tried to take over, but it’s only chapter one. Trust me, all (or at least most) of your concerns will be addressed in the next chapter, so be patient.

What do you guys think of this story? I’m aiming for a mix of serious emotion and good humor, sort-of like a combination of my last two stories. Let me know your thoughts in the comments.