One Friday afternoon Spike was in dragon mode sparing against Shining Armor and Stone who were wielding swords.

Spike was dodging their sword strikes while tail whipping their wrists to make them lose hold of their weapons.

Stone quickly dodged a fire blast from Spike, before rolling across the ground to reclaim his sword, "Man, he's fighting harder than ever today." he told Shining Armor.

"Wonder what's got him so hyped?" Shining Armor wondered, as Spike flew around launching fireballs at the two.

After training, Shining Armor and Stone were pooped, while Spike was as lively as ever, "Come on, guys. Don't tell me you're all wiped out?"

"Unfortunately, yes." Stone panted.

"Spike, how is it you still want to have a go?" Shining asked in between breaths.

"Sorry, guys. It's just I'm so excited right now!" Spike beamed.

"We can see that," Stone noticed, "We just want to know why you're so excited."

"Because my harem idea has been approved." Spike grinned.

The two looked flabbergasted, as Shining Armor asked, "Wait a minute are you saying?"

"Yes! Twilight approved of my idea!" Spike cheered.

"No kidding?" Stone asked, "How did you manage to convince her?"

"It wasn't easy, but this is how it went." Spike began.

It was a previous night following the family open house. Spike and Twilight were in Spike's room, as Spike explained his idea to Twilight including the Dragon Passion influence.

"A harem?!" Twilight gasped in shock.

"That's right." Spike winced at her reaction.

"Spike, do you have any idea what you're suggesting?"

"I have a general idea." he answered.

"I don't think this can be acknowledged." Twilight replied.

"What?!" Spike gasped, "Twilight, be reasonable. Stone said this is about Dragon's Passion. And girls are my passion. And if I don't get them the easy way, I'll go into a frenzy and just take what I want by force. Is that really what you want?"

"No, but aren't I enough to satisfy your passion?" Twilight asked feeling a bit hurt.

"You know Dragon Passion is strong, Twilight. You think any dragon got through their life with just one of what they crave? I doubt it and you know it," Twilight pouted at his logic, "Don't think of it as being replaced or anything. Think of it as you leaving me with someone to satisfy me when you can't always be here."

Twilight started listening and pondering on Spike's words, as the boy continued, "Trust me, Twilight. No matter who or how many I would add, you'd always be number one to me." he held her shoulders.

"Spike." she gasped, at his words.

"Do it for my sake... Please?" he started giving her the puppy dog eyes.

Twilight unable to stand the way he was looking at her, along with his words of reason answered, "Oh, all right."

"Yes!" he embraced her, "Thank you, Twilight! I promise you will not regret this!"

"However," Twilight interrupted him, "I will personally manage whoever you decide to make part of this harem, and if whoever you decide to add agrees."

"Deal." Spike answered.

Stone and Shining Armor were taken aback by Spike's story, as the Prince of the Crystal Empire spoke, "Wow. You really did manage to convince her."

"Oh, yeah. A personal success if I do say so myself." Spike stood proudly.

"So do you have any idea who you want to add to it?" Shining Armor asked.

"Before you list I should tell you, I am getting along fine with students Octavia and Vinyl Scratch, so don't bother asking them." Stone warned him.

"Wouldn't think of it. Besides I want to avoid adding anyone who doesn't know about our secret." Spike explained.

"Smart plan." Shining Armor said.

"So have you got your first choice in mind?" Stone inquired.

"As it so happens, yes," Spike confirmed, "And Twilight already approved of her."

"Well, who is it?" Stone asked wanting Spike to spit it out already.

"It's Rarity." he answered.

"Huh, sounds like a logical choice." Shining Armor admitted.

"Quite so," Stone agreed, "And have you asked Rarity about this yet?"

"Not yet. But I'm going to today."

"How?" Shining Armor wondered.

"Twilight's hosting a slumber party tonight. When Rarity has a moment alone, that's when I make my move." Spike smirked.

"You seemed to have thought this out." Stone commended.

"Right," Spike snickered to himself, and thought, 'If this works, I'll be having twice the girls and more down the line!' he cheered mentally.

As nighttime was rolling in, the girls were in Twilight's room at Spike's place. Twilight was currently talking to Sunset Shimmer, while Rainbow and Applejack were playing video games, Rarity was doing Fluttershy's nails, and Pinkie was updating her blog.

"This was a real great idea, Twilight." Sunset admitted.

"Yeah. I'm glad you decided to have this slumber party." Pinkie added.

"No problem, girls." Twilight answered.

"I hope Spike doesn't feel left out," Fluttershy said in worry, "I mean we're all friends, and we're having this slumber party in his own home."

"Don't worry, Fluttershy. I know Spike can entertain himself tonight. Besides next time we have one we'll be sure to include him." Twilight promised.

The door to the bedroom opened, and Spike stepped in carrying a stack of pizza boxes, "Pizza. Come and get it!"

"Yay!" Pinkie cheered, as the girls took the pizza boxes leaving Spike with two.

"Just for the record, you girls owe me five bucks each for this." he said.

"We'll pay you back, sugarcube." Applejack promised.

"Thanks." Spike replied, as he took a good look at the girls surrounding them in their pajamas. He already saw Twilight in her own ever since she moved in with him. But he surveyed the scene and studied each of the girls in their own sleepwear.

Sunset wore a magenta shirt and long pants. Pinkie Pie wore a long blue sleeveless shirt with yellow balloons and matching shorts. The shirt had purple straps and a pink bow above the chest. Applejack wore blue footsie pajamas with pale blue apple prints. Rainbow had a white shirt with red sleeves with a lightning bolt symbol and blue pants. Fluttershy wore pajamas similar to Twilight, only they were green with butterflies. Rarity wore a violet nightgown with a fiddled white collar and a blue bow.

Spike thought, 'Damn the girls look sexy in P.J's,' he eyed each of them, especially Rarity, Applejack, and Fluttershy's, 'How do they keep their racks tucked into those tops?' he was brought out of his thoughts by Twilight.

"Spike, are you ok?"

Spike regained his senses, "Huh? What? Oh, I'm fine, Twilight. Now if you girls don't mind, I'm going to bring this up to Stone, and take my own pizza back to my room."

"Ok, Spike. If you need anything, just ask." Twilight same.

"Same goes to all of you." Spike replied, as he looked at the girls, before shifting his eyes to Rarity.

Rarity was curious at the longing look he was sending her way, before Spike took his leave. The fashion girl was curious, but was brought out of it as the girls continued to party.

After bringing Stone his pizza, Spike was in his own room having his own, while pondering about Rarity and how he was going to get alone with her.

"If I can just get a moment with Rarity I can talk to her about it. But I need to be careful. I don't wanna come off to her as some sick girl obsessed boy. What am I saying? That is my reputation." he sighed.

"Rarity, could you get us some drinks?" came Twilight's voice.

"Of course, Twilight." Rarity replied.

Spike overhearing that started brimming with hope, until he got a text. He checked the message seeing it was from Twilight, 'Now's your chance. Make it count.' Spike smirked seeing the chance Twilight gave him. He left his room, to head Rarity off.

Downstairs in the kitchen, Rarity was getting some sodas for the girls, as Spike popped in, "Hey, Rarity."

"Oh, Spike. I'm glad you're here. Can you help me with these?" she requested.

"No problem." Spike took some of the sodas from her.

"Oh, thank you." she said, as Spike spoke.

"So, how's the slumber party going?"

"Oh, it's going fabulous. But you know this isn't the first time, Twilight held a slumber party."

"It isn't?"

"Oh, no. Her first time, she actually brought out a book listing all the stuff to do at a slumber party." Rarity explained.

"Seriously?" Spike asked with a chuckle.

Rarity laughed as well, "I'm afraid so. Until Rainbow and Pinkie just tossed the book away and showed her how to really throw one. Since then, Twilight learned not to try so hard over something so easy."

"That's good to know."

"I even decided to show her how to properly make smores." Rarity added.

"Yum. Love those things." Spike licked his lip.

"Maybe next time I can make some with you." she offered.

"Sounds good to me." Spike smiled with the girl, "Rarity, there's something I've been wanting to talk to you about."

"Oh, what is it, darling?"

"Well, you know how much I love Twilight, don't you?"

"Of course I do. We all know."

"Yeah, but you know there's a lot of room in my heart for more than her. There's room enough for you, and everyone else." Spike explained trying to start of slow.

"I know, Spike. You care about all of us, just like we care about you." Rarity said.

"Yes, but I'm talking about in the other sense." Spike replied.

Rarity hearing his words started realizing something, "Spike, are you saying?"

"Rarity, I'd like you to be part of..." Spike was suddenly interrupted, as his mom came out.

"Rarity?" she asked.

Spike suddenly felt as if an arrow shot through his heart. Rarity however just spoke, "Yes?"

"I've been meaning to ask if you could sometime mend a dress of mine. My wedding anniversary is coming up, and my husband and I are going to spend the night out."

"Of course, Mrs. Drake. I can do that for you." Rarity said.

"Thank you, dear. Spike's so lucky to have such a generous friend." Mrs. Drake left.

Upon leaving, Rarity turned back to Spike, "Now what were we talking about?"

Spike already having his mood disturbed by his mom's impeccable timing answered, "It's nothing important." Rarity was confused knowing Spike was looking ready to tell her something important, but Spike just continued, "Come on, let's get these to the girls."

"Oh, right." they took the soda's back to Twilight's room.

That night, Spike was lying in his bed with his face buried into his pillow to contain his screams of aggravation.

He pulled his head up for some air, "Dammit! I can't believe my mother just popped in right when I was about to ask her! I should've known better than to ask Rarity in the confines of my own home. Now I'm gonna have to start from scratch all over again!" he sighed before dropping his head back onto his pillow.

A few blocks away from Spike's place, stood Sombra on top of another rooftop, "The time is now to infect one of the Elements of Harmony," he pulled out the jar containing the essence of Nightmare Moon. He opened the lid and held it out with the wispy essence escaping, "Yes, seek out a new vessel." he told the essence that traveled to Spike's place.

The essence slipped into Spike's home and traveled along the dark hallway before seeping into Twilight's room. Inside the bedroom, all the girls were asleep with Twilight in the bed, Pinkie sleeping at the end of it, while the rest of the girls were in sleeping bags they brought with.

The essence of Nightmare began traveling into each of the girls dreams to feed off the fear by giving them nightmares. Twilight was dreaming that she was being renounced as Celestia's student, stripped of her wings, and dismissed for good. It entered Applejack's dream where Applejack had a nightmare about her entire family losing their produce leaving their farm as a barren wasteland with the blame being pinned on her. Fluttershy was having a nightmare of every animal fleeing before her despite her pleas to not be afraid. Rainbow's nightmare was her wanting to race with her favorite athletes but was confined to a wheelchair.

Pinkie was dreaming she was doing stand up comedy, but was blowing it due to her whole audience being nothing but elitist snobs who had no sense of humor. Sunset Shimmer was dreaming she was She-Demon again but didn't want to hurt anyone despite her body doing it on its own. Finally Rarity was having a nightmare that none of her friends were appreciating the outfits and accessories she made for them, and they abandoned her for another pony who made them stuff.

Rarity tried running after them, but she was growing further and further away, "No! Please, don't leave me alone!" she cried. She fell to her knees and sobbed in the darkness until a voice spoke.

"Sad isn't it?" Rarity looked up and saw a shadowy essence circle her, "You've done so much for them, and yet they tossed you aside like you were nothing."

"No, that can't be. My friends care about me!"

"Do they? If they did they'd be here right now with you. But I don't see them."

"No. They couldn't..." Rarity started falling further into despair.

"But they have," the essence started surrounding her, "But I can make it all go away. I can end your suffering."

"What, what're you doing?" Rarity asked in fright.

"Making you my new vessel." the essence of Nightmare laughed, as Rarity screamed while being consumed by the darkness.

Outside the dream scape, Rarity was tossing and turning in sleep as the darkness was surrounding her. The glow from the darkness caused everyone to awaken and see what was going on, "Rarity!" the girls cried.

Applejack and Rainbow tried to help her but were repelled by the dark essence, "What's happening to her?" Applejack wondered.

"I don't know." Twilight gasped, as the door opened with Spike and Stone entering.

"What's going on?" Stone asked.

"Rarity!" Spike cried.

Rarity was lifted up before opening her eyes and spoke with a mix of her voice and Nightmare Moon's, "Elements of Harmony, you all thought I was gone for good. But now the true Princess of the Night has returned!"

"That voice." Pinkie gasped.

"What is it?" Sunset asked.

"Nightmare Moon!" Twilight gasped.

"Correct, Princess of Friendship. Now that your friend Rarity has fallen into darkness she will make a fine new body for me. And you will all cower before me!" she called, before disappearing in a flash.

"Rarity!" the group called.

"What's going on, up there?!" Spike's mom demanded from her and Spike's dad's bedroom.

"Nothing, mom, go back to sleep!" Spike called not wanting them to see what happened.

"Rarity." Fluttershy gasped.

"Where'd she go?" Rainbow asked Twilight.

"I have no idea." Twilight answered in equal shock.

Suddenly Rarity consumed by the darkness reappeared inside an abandoned building where Sombra was waiting for her. He watched as Rarity underwent her pony transformation and became her unicorn form only was infected by Nightmare Moon's influence.

The dark Rarity now stood about the same height as Nightmare Moon. Her coat was now dark purple, her mane was groomed in an elegant hairdo but much longer than usual, purple and white and somewhat ethereal with star-like glitters within it, and her eyes were pale cold blue, with vertical pupils, and diamond-like glimmers can be seen within them.

Sombra greeted her, "Welcome back to the world of the living, Nightmare Moon."

"Yes. It's good to be back. And with a brand new body to boot." she admired her new look.

"The fear you assimilated from the other elements of harmony gave you enough strength to full posses the girl bearing the element of Generosity." Sombra stated.

"Correct. And now that I am in possession of one of their own, there is only one thing next... Revenge!" the possessed Rarity declared.