Falls the Shadow

by Kolwynia

Chapter 1: I. Through a Spyglass Darkly

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Episode One:
Through A Spyglass Darkly

Take him and cut him out in little stars,
And he will make the face of heaven so fine
That all the world will be in love with night
And pay no worship to the garish sun.
-William Shakespeare,
Romeo & Juliet

A star winked out over Equestria, leaving a tiny spot of emptiness in its place. Below, all the ponies slept soundly through the night just as they always did. Even if they had been awake, they would not have noticed. What is one tiny freckle of light on the face of the night sky? They slept and dreamed of their songs and sweets and smiles, blissfully unaware.

Somewhere a lonely princess looked up at the night. Her night. She knew at once that something was terribly wrong. The darkened sky was her domain. (There was only one other who knew its face as well as she.) The princess noticed the empty place where the star had been and felt a chill sweep over her. What is going on? The sky held no answers for her, just a broken constellation making its silent arc above. The princess’ gaze fell from the heavens to her kingdom, all her subjects asleep. She felt like crying. A star had gone out. The night was a little darker and nopony but her cared.

Except one.

In the little town of Ponyville, a telescope was pointed right at the place where the star had gone missing. If you looked down the scope you would see a deep purple eye, watching the sky without blinking. There was an icy intelligence behind that eye, but also a fiery compassion. This contradiction was typical of her. She was a child of magic and of science. She helped save the world once or twice, but she wasn’t the adventurous type, with her lists and books and stacks of video games. She liked being alone, but loved being with her friends. She would enjoy a party with her companions in the day, and go home and study in the night. She was loved by two princesses. Sometimes, when they were alone, they would argue fondly over her. She never knew this, nor did she realize what others saw immediately about her, how she always found herself walking the border In Between. Smarts and silliness. Boredom and adventure. Friendship and loneliness. Power and weakness. The night and the day.


She was the only pony who knew the night sky as well as Princess Luna. Every constellation was meticulously mapped by her keen mind. And she cared very much that a star had gone out.

It caused all kinds of problems with her astronomy charts!

“Spike,” she called out, not taking her eye from her telescope. What was that? Just there. Did…another star just go out?

It had. Two lights gone just like that.

“Spike!” she called out again.

“Coming, coming,” a rough, boyish voice answered. The baby dragon waddled into view. “Do you have any idea what time it is?”

Twilight Sparkle glanced up from her telescope. “Why, did I wake you from an ice cream dream again?”

“Nope. I was just playing some Skyrim before bed.”

Twilight blinked. “Isn’t that the one where you have to slay…”


She rolled her eyes. “There is something seriously wrong with you, you know.”

“So, what is it that you wanted?”

“A star has just vanished. Two stars. I need you to send a letter to the Princess right away.”

Spike raised an eyebrow. “Over a missing star?”

“Of course! And it’s two missing stars now. And one of them is from the constellation Monoceros. Without that star his--” Spike yawned, drowning out Twilight’s next word “--is twenty percent shorter. It’s a disaster!”

“Okay, okay…” Spike grumbled, picking up quill and scroll and jotting down the letter that Twilight Sparkle dictated to him. When it was done, he sent it on its way in a puff of curling green flame.

Then they waited.

And waited…

Spike became bored and returned to his game. Twilight Sparkle stayed up waiting for the Princess’ reply. No letter came. The night passed without incident, except for a moment when a dark pegasus with a constellation for a cutie mark saw that the library lights were on and stopped by to ask her if she had seen Fluttershy lately. He looked nervous. Twilight was too distracted to think much of this.

Far above, another star disappeared.

* * *

The whole of Ponyville awoke the next morning to that kind of soft, warm innocence that the young and safe take for granted. An entire town of foals. By day, the missing stars were not noticeable, just a wide blue sky, spotted here and there by fluffy white clouds. If you looked closely, you could see a tail or a hoof hanging off the edge of the clouds.

It was…peaceful. The last good day.

In the center of the town was Sugarcube Corner. The bakery looked like something out of the pages of a fairy tale, with gingerbread roofing and an upper level that looked like a stack of cupcakes, and frosting. So much frosting. A pony-shaped weathervane holding a candy cane adorned the roof.

A gust of cold wind blew through Ponyville. The weathervane on top of Sugarcube Corner spun until it faced the opposite direction.

Inside the bakery, sitting at the counter where not a single customer had appeared all morning, sat a very bored pegasus. Her coat looked like vanilla ice cream, and she had a fluffy butterscotch mane and bright eyes that were the color of grape soda. If you could see her, you would swear that she was lit from within by pure love. Even when she was sitting with her chin in her hooves, bored almost to sleep.

Her name was Surprise, and she is the hero of this story.

Kind of.

She was relatively new to Ponyville. A couple of months ago she had moved out here to live with her sister Pinkie Pie. At first she was worried that it would be awkward, but nopony was even fazed. It was almost like they were used to ponies suddenly showing up with previously unmentioned siblings, or something. Also, nopony ever asked about the fact that she was a pegasus while Pinkie was an earth pony. She got the feeling that they were used to a certain amount of weirdness when it came to Pinkie Pie.

Like today. Pinkie had her minding the shop while she was down in the basement, working on her bizarre “Masterpiece.” Surprise didn’t mind Pinkie’s weirdness. She looked down at her balloon cutie mark, just like her sister’s. She had got it the first time Pinkie threw her a party. Before that, everything had been a colorless grey to her. The earth was grey, the sky was grey…even she had been a blank grey. All that changed with a single surprise party. Ever since, she had been a pony transformed, with Pinkie to thank for it.

“Helllloooooo? Is anypony theeeeerrrree?” A bright unicorn head peeked into the door of the bakery.

“Hi, Rarity!” said Surprise, sitting up straight. Her boredom evaporated. It was not possible to be bored around Rarity. The unicorn was just so…animated.

Rarity trotted up to the counter. “I just popped in to pick up some of those delicious candies for Nightmare Night. It’s in just a couple of days, you know.”

“I know.”

“And you know what that means?”


“Cosplay!” Rarity squealed. “I am going as Ixion from Pony Fantasy this year. You wouldn’t believe how many jewels it took to make my costume.”

“I’m sure it’s amazing.”

“It is! And Sweetie Belle is going as Eiko.”

Surprise raised an eyebrow. “That one might be harder to pull off.”

“It’s okay. Lyra is training her.”

“Oh. I’m sure it will be great then.” Surprise poured a tray full of colored candies into a paper bag, which she gave to Rarity.

“So…what are you going as this year?”

“Me?” Surprise was caught off guard. “I don’t know. Maybe I’ll just skip it.”

Rarity cocked her head. “Is everything all right, Darling?”

Surprise shrugged. “Nightmare Night is just so…dark. Not really my thing, you know.”

“Oh…well, if you change your mind, I would love to make you a costume. You could come over and we could work on it together if you liked.”

Surprise’s mouth melted into a smile. “That’s very nice of you, Rarity. I might.”

“Okay then.”

Surprise waved goodbye to Rarity, who gave her one last concerned backward glance as she left the shop. She really was a caring pony.

“Was somepony just here?” a cheerful voice asked over her shoulder. Surprise turned around and saw Pinkie Pie. How did she move so silently? You didn’t hear her coming or going, you just turned around and poof, there she was.

“It was just Rarity picking up her Nightmare Night sweets.”

“What? Rarity was here? You could have sent her down to me!”

Surprise looked at her sister closely. There were a few spots of some dark red fluid on her cheek. It looked like strawberry syrup, only darker and redder.

“Um, Pinkie…” she pointed out the bit of splatter.

Pinkie wiped it off with one bubblegum colored hoof. “Thanks.” Her lips pursed into a pout. “But I really wanted to show one of my friends my work.”
“I’m…not sure she wants to see your…Masterpiece…” Surprise wished she didn’t know what Pinkie had been up to in the Cakes’ basement.

“Why not?” Pinkie asked innocently.

Surprise was spared having to answer by the appearance of another pony. It was a dark pegasus with a constellation cutie mark.

“Nightshy!” Pinkie waved to him excitedly. Pinkie knew everypony in town.

“Hey, Pinkie Pie. Um…have you seen your friend Fluttershy?”

“Nope! I’ve been working all day on…hmm…do you want to come down into the basement and see?”

Nightshy shook his head. “Sorry, Pinkie. I gotta go.”

“Maybe you should ask Rainbow Dash,” suggested Surprise. “She seems to know what Fluttershy is up to more than anypony.”

The dark pony sighed and left. As he trotted out the door, he bumped into Twilight Sparkle, disrupting the spell she was using to carry her book. It fell to the floor with a thump.

“Sorry,” he said, and galloped off in a hurry.

“What was that about?” asked Twilight.

“He’s looking for Fluttershy,” said Surprise.

“I know, he showed up at the library late last night. Does he ever sleep?”

“Look who’s talking. She spelled her book back into the air and went up to the counter.

“Twilight! You’ve got to come down to the basement and see what I’ve been working on.”

“I don’t have time for that, Pinkie. Something terrible is happening, and I’ve got to find out how to stop it, but I’ve read every book in the library (twice) and not one can tell me what I need to know.”

“Well…what do you need to know?” asked Pinkie.

“What’s wrong, Twilight?” asked Surprise.

Twilight slapped her book on the counter. The cover showed a picture of a nebula shaped like a pony’s head. “Right now, while you and I are talking, the stars are disappearing one by one over Equestria. I’m sure it means something awful is going on, but my research has led me nowhere and I’ve exhausted all the astronomical books in Ponyville. Plus, I sent a letter to Princess Celestia and she hasn’t replied. I don’t think it’s ever taken her this long before…”

Pinkie nodded sagely. “It’s probably some kinda omen.”

“Omen?” Twilight asked, raising a skeptical eyebrow.

“Yeah,” said Pinkie, waving her hooves menacingly, “like some scary evil thing is awakening from its slumber and is about to bring doom to all of Equestria!”

The other ponies stared.

“Well…if it is, then research is the only way to stop it,” said Twilight. “I might have to take the Friendship Express to Canterlot, and check the Royal Library. But that could take days, and I’m not sure how much time we have!”

Surprise bit her lip thoughtfully. She wasn’t used to adventure. She knew that her sister and Twilight Sparkle, along with their friends, had saved Equestria before. They had an awards celebration in Canterlot and everything. Looking at Twilight’s worried expression, she found herself already starting to believe that a few missing stars were leading to some kind of disaster. But what could she do to help?

“Um…what about the Cloudsdale library? They have some pretty rare old books. You might find something there to help you…in fact, I’m sure of it.”

Twilight blinked. “Cloudsdale has a…library?”

“Ooh, Twilight,” said Pinkie, waving a hoof in front of her face, trying to get her attention.

“What is it, Pinkie Pie?” asked Twilight in an airy voice.

“You’re drooling.”

* * *

Rainbow Dash sunned herself on a cloud, drifting slowly along the outskirts of town. She cast a lazy glance at the small, grey cloud nearest her. There was a pegasus resting on that one, too, curled up into a ball. The cloud drifted closer to hers. If it kept going, it was going to bump into her. She didn’t mind, until she noticed who it was that was sleeping on the cloud. Oh no! She tried to get up, tried to paddle with her hooves or flap a wing, but her limbs hadn’t quite woken up yet.

The little cloud collided with hers in a fluffy bump, startling the little grey pegasus who rode it out of her sleep. She leapt to her hooves, which sent a jolt of electricity through both clouds, shocking poor Rainbow Dash.

“Ouch!” She flew off her cloud and hovered in the air, flapping her wings, which were working perfectly fine now.

The little pegasus with the bubbles cutie mark looked up at her. “I’m sorry, Rainbow Dash. Do you want some help fixing your mane?” She offered one hoof to the blue pegasus.

“No, I don’t need…wait, what’s wrong with my mane?”

The grey Pegasus made a strange up and down gesture with her hoof. “It’s all…spiky.”

Rainbow Dash sighed. Only one way to fix that. She fell into a dive, the wind catching every colored strand of her mane and tossing it any way it liked. She pulled up and spread her blue wings, catching the air and gliding over the forest. She flew carelessly for awhile, just enjoying the freedom of flight, scoffing at the earth below.

There was no pony in all of Equestria that was more a child of the sky than Rainbow Dash. Her hooves rarely touched the earth, if she could help it. Her mom used to tell her that she was part Windigo. The air streamed around her, stroked her blue fur, whispered in her ears. All its words were love to her.

Eventually she realized that she was not alone.

“Oh, hi, Nightshy. Out for a fly?”

“Actually I was looking for you.” The dark pegasus kept pace with her, though he had to flap his wings more than she did.

“What for?”

“I’ve been looking for your friend Fluttershy. She wasn’t at her cottage all day yesterday, and I’ve been asking your friends and nopony’s seen her.”

Rainbow Dash skidded to a stop in the air. “Hold on, why are you looking for Fluttershy?”

Nightshy hovered next to her. “I…”

“Hmm?” Rainbow Dash leaned forward.

“Well I…what I mean is that…”


Nightshy sighed. He pulled a scrap of paper out of his pack and gave it to her.

Rainbow Dash read it.

She looked up at him. “Uh…I’m sorry, you seem really nice and all, but I’m kinda…”

“What? No! I don’t like you.”

Rainbow Dash’s eyes narrowed. “Well, I’m not too fond of you, either! And let me tell you, I’ve read my share of love notes, and you’re no Edgar Allan Poeny.”

[It’s true what she said about the love notes. She had whole boxes full of them in her floating house. Even if she didn’t like the pony who gave her a note, she never threw even one of them away.]

Nightshy took a floating step backward. “No, I just mean that note isn’t for you! I don’t like you like that. I still like you, just not…”

“Wait a second, if this isn’t for me…and you said you were looking for…”


“Aha! You mean you like…”


“Fluttershy’s bunny, Angel! I knew it!”

“What? No! I like…”

“Fluttershy, I know, I’m just messing with you. Don’t be so sensitive, sheesh!”

“You…you’re horrible…”

Rainbow Dash giggled. “Well, let me make it up to you. I think Fluttershy is busy in the Everfree Forest right now…”

“The Everfree Forest?!”

“Yeah, she’s babysitting for Echidna or something. I can look for her and give her your note if you like.”

“You…you will?”

“Of course I will.”

“You won’t…throw it away or something?”

“Hellooooo. Element of Awesome right here. I don’t let my friends down.”

“But…we’re not really close friends…”

“But Fluttershy is. I might think it’s silly, but it could mean a lot to her. Besides,” she grinned broadly, “I wouldn’t miss the chance to see the look on her face when she reads it for anything!”

Nightshy’s face brightened. “Thank you, Rainbow Dash! Thank you thank you thank you thank you…” He gave her a tight, excited hug in midair. “I…I’ve got to go! I’ve got to get ready! I mean…what if she says no?” His wings drooped, and he started to fall… “But what if she says yes?” He caught the air and shot upward. “I…I’m so excited, I could just shout!” He took a breath. “Yeah!” he…shouted? Well, it wasn’t a shout, that is, it wasn’t any louder than anything else he had been saying. Actually it was pretty quiet.

Rainbow Dash rolled her eyes.

Nightshy took off, leaving her alone.

The aloneness didn’t last long.

“Rainbow Dash,” a voice cried from the ground. It was a familiar voice, but there was something odd in its tone. “Rainbow Dash!” Ah, that was it. She could tell when a voice was full of Lecture. Twilight must be upset with her about something. Had she found the chocolate stain that she left on that last Daring Do novel? Or did someone tell her that she was the one who was behind that whole Forged Letter To The Princess incident? She chuckled to herself. Even if Twilight found out about that, it had been worth it.

“What is it?” asked Rainbow Dash, flying low, almost within reach.

“I just found out that there is a library in Cloudsdale. A library!

“Yeah, so?”

Twilight spoke through clenched teeth. “You think you might have mentioned it earlier…say, when we were in Cloudsdale and you were giving us the grand tour?

Rainbow Dash blinked. “Is that really what this is about?”

“Of course!” said Twilight in her best M. Bison voice. “Don’t you realize what’s happening? The stars are disappearing, and I’ve got to do research, and there’s a library right above me that I didn’t even know about!”

“Research?” Rainbow Dash made a face. “Does that mean you want to be visiting the Cloudsdale Museum and Observatory, too?”

“Heh heh heh…” A low chuckle escaped the purple unicorn. One of her eyes twitched. “O-Observatory?”

Rainbow flew a little bit higher. Just for safety.

* * *

Applejack the pony was worried. It was probably nothing. Granny Smith could be a bit senile at times. But then, she could also be a mystic when it suited her. And what she had said…

No. She would not think about it. It was nothing. She would just go and pick up the Nightmare Night candies from Sugercube Corner. Pinkie Pie would get her mind off it. It was one of her special abilities. Pinkie Pie could get anyone’s mind off of anything.

Was it just her, or were the streets a little less crowded today? She couldn’t imagine why this could be, it was just something she felt, like an itch. She entered the bakery. It was empty.

“Pinkie Pie?” she called. “Are you here?”

A fluffy pink head peeked out of a doorway. “Yep! I’m here all right! I’ve got a surprise for you.” She stopped, a thought chasing another thought in her head. “But it’s not my sister,” she said seriously. “She’s out on her break. It’s a totally different surprise. It’s in the basement. You coming?”

“Okay, Pinkie,” Applejack sighed. She followed Pinkie Pie toward the door to the basement. “Wait just a second,” she said. She pointed with one hoof to a watermelon sitting on the counter. “What’s with that there watermelon?”

“I’ll tell you later,” said Pinkie.

They went down the stairs to the Cakes’ basement. A strange odor filled the air. It was sweet and familiar. Her eyes adjusted to the dark and she noticed that there were wet hoof prints on the steps, and smears of something on the walls. Applejack touched a spot. It was wet and sticky. Probably some kind of jam or pastry filling, she thought.

“Come on inside,” said Pinkie Pie, pushing open the basement door.

The room was a study in scarlet. There were red splotches and splatters everywhere. Drooling from the ceiling, dripping down the walls, pooling in crimson puddles on the floor. So much red. Applejack noticed for the first time that Pinkie Pie’s coat was covered with dark red stains.

Red, red everywhere.

Granny Smith’s voice echoed in her mind. What she said…

In the center of the room was a table. (Splashed with red.)

On the table was a cardboard box. (Covered with red smears.)

“What’s in the box, Pinkie?” Applejack asked, her voice barely a whisper.

“Look for yourself,” said Pinkie, mimicking the quietness of her voice.

Slowly, as if she were moving underwater, Applejack approached the table, looked down at the box. Whatever was inside was leaking. A puddle of red liquid was oozing out of the bottom of it.

Gingerly she prodded one cardboard flap with her hoof. Then another.

The box was open. She peered inside. Behind her, Pinkie Pie giggled quietly.

The look on Applejack’s face when she saw what was in the box was one of mingled horror and wonder.

“Is this…” she tried to ask, her voice barely a croak.

“My Masterpiece. It took me hours and hours to get it just right.”

“I know you said…before…but I never thought you’d actually…”

But she had.

Applejack reached into the box and pulled out the quivering, slimy red thing. She held it in her hoof. She looked at Pinkie Pie, who was staring at her.

“We needed a dessert worthy of Nightmare Night, and Pinkie Pie was up to the challenge! My cherrychanga is such a delectable dish of deliciousness that nopony can possibly pass on!”

“Pinkie, this is…perfect!” Applejack beamed at her.

* * *

In the Everfree Forest, a blonde-colored pegasus made her way through the shadows. It was dark in the forest. The Everfree Forest was always dark, even during the day, and by now night was falling over Equestria again. But to Fluttershy it seemed somehow darker than usual, even darker than it usually was by night. It was as if the night itself had somehow gotten darker.

She crept over the wet branches, careful to be as quiet as she could. This was something she was pretty good at, actually. She was almost silent as she moved through the forest.

Then something rustled in the black canopy of the trees. She looked up and saw a blur of darkness. A dragon! A black dragon crashed through the branches, spread its dark wings and descended upon her. She tried to squeal in terror, but no sound came out.

It got her.

She panicked, kicking and blocking.

“Ow! Fluttershy, it’s me!”

A dragon that sounded just like Rainbow Dash. What horrors lurked in the Everfree Forest! Her flight-or-curlupintoaballandquiver response set in. She could not run from a dragon.

So she curled up into a ball.

And quivered.

Rainbow Dash walked up to the Flutterball and waited.

“Fluttershy, get up. It’s me.”

No response. She prodded her with her hoof.


Still silence.

“I’m wondering what the plan is, Fluttershy. Pretend to be a fuzzy yellow rock with wings and hope your awesome friend Rainbow Dash flies away and leaves you in the dark forest all alone? ‘Cause that sounds kinda dumb to me.”

One large eye opened, looking out from the safety of her mane. She couldn’t be totally sure, but it did look like Rainbow Dash after all. But what was she doing out here in the Everfree Forest?

“I’ve been looking all over for you! What were you doing out here, anyway?”

Fluttershy stopped quivering (mostly) and uncurled herself and sat up. “I was helping out some…friends.”

“Look, I know how you feel about animals. But the creatures in the Everfree Forest are dangerous. There are timber wolves and cockatrices and…I don’t know…weird star constellations living in caves out here. They’re not all cute and cuddly. You know that, don’t you?”

“O-Of course I…” she said softly.

She said everything softly.

“Then what were you doing out here?”

Fluttershy said nothing.

Rainbow Dash stared the blonde pony down. Fluttershy pawed at the ground with one hoof, not looking Rainbow Dash in the eyes. Eventually Rainbow Dash gave up. “Fine,” she said with a frustrated snort, “I didn’t come all this way for that anyway.” She pulled out the note Nightshy had given her. “Do you know what this is?”


“Read it.” Rainbow Dash flashed a triumphant smile.

Fluttershy tried to read the note. “It’s too dark,” she said at last.

“C’mon, let’s fly up over these trees,” said Rainbow Dash, taking off.

Fluttershy followed, holding her note in her mouth.

The two pegasi floated in the moonlight above the Everfree Forest. Rainbow Dash stared at her friend, who read her note by the silver light. It took her a long time.

This is what the note said: Fluttershy, I’ve always liked you. Would you meet me in the Ponyville botanical garden tonight? -Nightshy.

Fluttershy just stared at the note without expression.

“Well?” asked Rainbow Dash.

Fluttershy looked up at her. “Oh…I’m not sure I understand. Nightshy wants to meet me for something?”

Rainbow Dash slapped her forehead with her hoof. “He’s asking you out, Fluttershy! As in, on a date.”

“A…d-d-d…” Her eyes widened. Then she blushed, her entire body turning the color of her mane, all the way to her wingtips. Then her wings stopped working, and she fell out of the sky, still wearing her awestruck expression.

Rainbow Dash was too surprised to try and catch her. She fell through the treetops, landing with a soft thump. The blue pegasus dove after her to make sure she was all right. She found her lying on the ground, frozen.

“Fluttershy? Are you all right? Fluttershy?”

“I…don’t know,” whispered Fluttershy, sitting up and stretching her wings. “I’ve never been asked on a d-d-d…oh, I can’t say it, but I’ve never been asked on one before.”

“Well, are you gonna go?”

“Oh, I’m not sure I can…”

“Do you want to?”

“Are…are you sure that letter was meant for me?”

“Of course! He handed it to me himself.”

“But maybe he meant some other Fluttershy.”

Rainbow Dash gave her a flat look and pointed one hoof at her. “You’re the only Fluttershy in Ponyville.”

“Are you sure?”

“Yes. It’s totally you.”

Fluttershy didn’t look sure. She mouthed the word “date” silently to herself a couple of times. Then she looked up at Rainbow Dash. A tiny, overwhelmed smile touched her features.

By the time she arrived at Carousel Boutique, she was glowing.

* * *

While Fluttershy was getting dressed for her date, Twilight Sparkle was in the library, preparing her spell to cloud-walk. Rainbow Dash was hanging around, playing video games with Spike. Neither of them realizes how serious this is, thought Twilight.

She screwed her eyes up tight and an aura of pink magic surrounded her horn. The glow spread over her entire body, cloaking it with magic and clinging to her. She felt warm…and light, as if she could walk on air. The young unicorn allowed herself a satisfied smile.

Upstairs there was the sound of a burp, and a flash of green light. Could it be…?

“T-Twilight!” Spike called. He ran down the stairs, nearly tripping over them to get to her. Rainbow Dash was right behind him. He looked pale, almost afraid. “It’s a letter from the Princess!”

“Finally!” said Twilight. “I was starting to get worried. What does Princess Celestia say?”

“Not Princess Celestia, the other one!”

Twilight blinked. “W-What?”

“It’s a letter from Princess Luna!”

Twilight snatched the scroll out of Spike’s hands with magic, and held it floating in front of her. She read it out loud, heart sinking as she did:

Twilight Sparkle. I need the help of you and your friends. I suspect you know what has been going on in the heavens, how the stars are vanishing one by one. What you may not know is that ponies are vanishing as well. Whatever is responsible, it only seems to affect ponies with stars on their cutie marks. That is why I am writing to you in place of my sister. She has disappeared…

Twilight looked up from the letter, her breaths coming in shallow little gulps. Princess Celestia…gone?! It wasn’t possible. And why hadn’t she noticed? There were ponies with stars for cutie marks right here in Ponyville. She had been so focused on what was happening in the sky that she hadn’t seen what was going on right around her. Her eyes filled with tears. Not the Princess…

She finished reading out Luna’s letter, her voice a cracked whisper, “There are things you will need to know if you are to prevail against the gathering darkness as you have before. Gather your friends, the Guardians of Harmony, and come to me with all speed.

* * *

Surprise returned to Sugarcube Corner just in time to witness Applejack actually paying Pinkie Pie for the Cherry Horror.

“I can’t believe you actually bought it,” she said.

“Of course,” said Applejack. “It’s gonna go great with my Haunted Barn.” She tipped her hat to the chef. “Thank you, Pinkie Pie,” she said.

As she walked past her, Surprise noticed the orange pony’s smile slip.

“Wait,” she called after her, following her into the street. Lamps filled with fireflies cast their soft glow around them. “Are you okay? For a pony planning a party, you don’t seem very happy.”

Applejack looked away. Of all ponies, she couldn’t tell a lie, but that didn’t mean she always told you everything that was going on with her, either.

“It’s nothin’…at least, I hope it’s nothin’. Just something Granny Smith said today. I shouldn’t let it bother me, but…”

Pinkie Pie followed them out into the street. “What is it?” she asked.

“She said…that death was coming for one of us.”

Surprise’s eyes went wide. “Death? In Equestria?”

Everypony knew about death, but nopony they knew had ever actually seen it happen. It was just something that existed on the edge of things, forgotten about usually. Why would Granny Smith have said such a thing?

Applejack remembered the moment, that morning, as she was heading out to work on the farm. Granny Smith was sitting in her rocking chair. Applejack had just put one hoof out the door when she felt a prickling sensation on the back of her neck. Granny Smith’s crackling voice floated out to her.

“She’s a-comin’, AJ. The true Black Mare. Comin’ for one of you. The shadow will fall, the circle will be broken, and death will come for one of you. And when that happens…all will be lost.”

She hadn’t believed. Hadn’t wanted to believe. She tried to pretend she hadn’t heard anything. When that failed, she bucked apples until she was drenched with sweat and collapsed under a tree. There she fell asleep.

Applejack dreamed of a young pony, a pegasus, as black as a starless midnight. She was beautiful. Her eyes were…kind. They reminded her of Fluttershy’s, only they were the color of ink. On her flank was a strange cutie mark: a silver cross with a loop on the top. Applejack didn’t know what it was supposed to mean. The Black Pony waved to her, smiling. But for some reason, Applejack was afraid. She turned and ran, galloping as hard as she could. Behind her, she heard the sound of dark wings beating…

She awoke, heart pounding within her. She couldn’t shake the dream, no matter how hard she tried. Working didn’t help. Neither did sleeping. That’s when she decided to call it a day and focus on preparing for her Nightmare Night party. Pinkie Pie could get anypony’s mind off of anything.

“So…you think somepony is actually going to d-die?” Surprise asked.

Applejack closed her eyes and shook her head. “I don’t know. Maybe Granny’s just gettin’ senile and maybe I’m just being silly, worryin’ about a stupid dream…”

“That’s it,” said Pinkie cheerfully, “you’re just being a silly filly!”

“But if not,” added Surprise, “we’re here for you.”

Applejack wiped something from her eye. “Thanks…”

“Ooh, lookit that!,” said Pinkie. “A shooting star!”

They looked. It was. It streaked across the night sky like a tear of fire.

“There’s another one!” said Surprise.

As they watched, more and more stars fell. The stars…somehow it seemed like there were less of them up there. Surprise felt something stir in her heart, a sense of foreboding. She saw a star go out above them. It didn’t fall. It just vanished.

“Where did you go?” she whispered.

* * *

Nightshy hurried toward the botanical garden. A meteor shower was happening. Falling stars crisscrossed the sky above him. How romantic! He was sure Fluttershy would love it. If she showed up, that is…

He was scared. His heart was thumping in his chest, his hooves sweaty. Did his mane look all right? He hadn’t brushed it before leaving, he was so excited. Even though he was scared, he was overflowing with happiness. He was going on a d…he couldn’t even think the word! But he was going on one of them. And with Fluttershy, the kindest, most beautiful pony in all of Equestria! If she showed up, that is…

The garden was blooming. Nocturnal flowers breathed their perfume into the warm night air. A choir of songbirds whistled their music, then fell silent as another voice started to sing…

La la la laaa laaaaa…la la la laaa laaaaa…

Nightshy watched from behind a tree. It was Fluttershy! She actually showed up! Warm relief and giddy joy spread through his entire body. He stared at her. She was dressed in a beautiful pale dress that he had never seen her wear before. It was definitely one of her friend Rarity’s designs. It’s train glimmered a silvery pink in the moonlight. There was a butterfly clip in her mane. She was barely touching the ground, her wings constantly fluttering so that she appeared to be walking on air. She was singing in her musical voice. Above her, the falling stars fell like rain.

Nigthshy just stared, capturing the moment in his heart.

Finally he could not take it any longer. He had to go to her. He took a step forward…

…but found that he couldn’t. Puzzled, he looked down and saw a faint glow around his hooves. What’s happening to me? he thought. Then his whole body was surrounded by the faint pale light. He tried to call out to Fluttershy, who was floating in happy circles only a stone’s throw away, but he couldn’t speak. The light around him flickered.

And he was gone.

Another star vanished.

* * *

Fluttershy continued to sing softly to herself while she waited for Nightshy to arrive. Occasionally she glanced down at herself, marveling at the dress that Rarity had made for her. The unicorn had been so excited to learn that she was going on her very first date. She had seemed even more excited than Fluttershy. At least, on the outside. On the inside, Fluttershy was all trumpets and fireworks. She felt like her soul had been loaded into Pinkie’s party cannon and fired straight into the middle of a heart-shaped sonic rainboom.

She waited for Nightshy to show up.

The falling stars were so beautiful. He really should show up soon so they could share this moment. And maybe they would be so overcome by the beauty all around them that they would…(she blushed even thinking about it)…hold hooves! The thought made her close her eyes and float a little higher.

She kept waiting.

Eventually she stopped flying and just walked on the ground like usual. Was he supposed to be this late? The note hadn’t actually said what time they were supposed to meet. If he didn’t show up soon, he was going to miss the meteor shower. It was strange, but it actually looked like there were less stars in the sky now.

And she waited.

The night grew cold. And he hadn’t showed up. Why not? Fluttershy had stopped pacing and sat down in the middle of the garden. She shivered. He had probably thought better of it. After all, she could barely fly. She lived on the ground. And some ponies thought her cottage smelled like a zoo, because of all her animals. And there was that article about her tail extensions…

She looked up into the sky. Her ears had drooped and there were tears streaming down her face. They caught the light of the falling stars and seemed to glitter on her cheeks. And she kept on waiting.

She waited all night.

He never came.

Eventually she curled up on the grass, buried her face in her arm and sobbed quietly. She fell asleep right there in the garden. Morning found her lying there, covered with dew.


“Fluttershy!” a voice pulled her out of a dream, snatching her from dark wings. She opened her eyes. It was Twilight Sparkle! She was looking down at Fluttershy, purple eyes full of sympathy, but also shining with determination.

“Hi, Twilight,” Fluttershy said, her voice so quiet that it was barely audible.

“Oh, Fluttershy…”

“I’ve been…” (stood up) She couldn’t say it. “That is…I’m alone.”

“I’m so sorry, Fluttershy, but we’ve got even bigger problems.”

Fluttershy sat up and looked. All her friends were there. What was going on? Twilight offered her a purple hoof and pulled her up.

“Come on, we have a Princess to save.”

* * *

Elsewhere, a pair of dark eyes cracked open. Nightshy tried to rise, felt the pull of metal on his neck. He was in chains. Above him, the sky was full of lights, but they were dim, faded. Everything was a colorless silver. He turned, next to him was…no, it couldn’t be…

Princess Celestia! In chains. She was the same colorless silver color as everything else. She gave him a dull, empty stare.

“Princess!” he tried to prod her with his muzzle, to rouse her from whatever spell she was under. She did not move. She did not even acknowledge his existence.

What was this place? They were prisoners, and they were not alone. All around them were ponies in chains, drained of color, not even struggling. Some part of his mind registered the fact that all the ponies he could see had cutie marks with stars on them.

A ball of colorless light descended from the sky. It hurt to look at. Nightshy’s vision blurred. He couldn’t see what it was. But he heard it. As the light faded from his eyes, and the color drained from him, a voice came from the light. He couldn’t tell if it was male or female. It sounded like it was coming from somewhere else, an echo from a far off place. The only word he could think of to describe it was cold.

My little ponies,” it said. “You have served the sun and the moon…but what of the stars? Each one of you, every tiny light that has stood flickering against the darkness beyond, keeping the shadow at bay…every one of you shall serve me. The shadow will fall on Equestria, and nothing, neither day nor night, nor the twilight between…none shall stand before me. Every light will bow.

Next Chapter: II. The Elements of Ruin Estimated time remaining: 3 Hours, 2 Minutes
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