Twilight groaned as sunlight shined onto her, as she opened her eyes and saw she was in her human form, "What happened? Where am I?"

She stood up and bumped her head, "Ow!" she saw she was contained inside a orb shaped prison with a window and bars. She looked through the bard seeing she was suspended above the ground inside an old factory, "What is this place? Hey! What's going on here!" she demanded.

"Twilight?" came Applejack's voice.

"Is that you?" Sunset Shimmer's voice was heard.

"Girls, where are you?" Twilight tried to looked around with whatever she could see through the bars.

"We're up here." Fluttershy answered.

Twilight managed to look around and spot six more spherical prisons suspended above the ground with each of the girls reverted into human form.

"Everyone all right?" she asked.

"We're ok!" Pinkie called.

"Something's wrong. We can't activate our elements." Applejack stated.

"And my magic has been neutralized." Luna added.

Twilight tried to use her own magic even in human form, with no results, "Mine too."

"It is futile," Nightmare Rarity spoke, as she hovered before the prisons, "Those sphere's you are trapped in negates your magic as well as the magic within your elements."

"Let us out of here!" Applejack called.

"Never," she answered, "Now that you are all here I will teach you about replacing me with someone else."

"What're you talking about?" Rainbow asked in confusion.

"Don't act like you don't know, Rainbow Dash!" Nightmare Rarity snapped, "You all just went and replaced me for someone else as if I never mattered."

"I think she's lost her cupcakes." Pinkie said.

Luna spoke up, "No. It's happened. Nightmare has bonded with Rarity so much, she's taken on Rarity's memories and mind."

"Well, what does she mean replaced her?" Applejack asked in confusion.

"It must've been the nightmare Rarity was having before she was possessed." Twilight deduced.

"What're you gonna do to us?!" Rainbow demanded.

"You're all going to be a pawn in my plan. First off I will continue where Nightmare Moon left off. And bring darkness to this world and Equestria. And then every single human and pony will worship me in all my glory!"

"Yup. That's Rarity in vanity." Applejack noticed.

"You won't get away with this!" Luna called.

"She's right!" Twilight agreed, "When Spike and Stone find us..."

Nightmare Rarity cut her off, "They will be walking right into their doom. Enough chatting. It's time to put things into motion." she extended magical cables to each of their cages and magic was being drained from them and into her.

"What's happening?" Rainbow groaned.

"I feel so weak!" Fluttershy panted.

"She's siphoning off the magic inside us." Twilight called, while trying to remain strong.

"But why?" Sunset Shimmer groaned.

"The magic inside of you is a boost that I need in order to fully control Luna's magic. And with her magic I will make it eternal nighttime by eclipsing the sun forever!"

"Eclipsing the sun?" Twilight gasped, "But you can't do that!"

"I can. And I will." Nightmare Rarity smirked.

Meanwhile at Spike's place, Spike was sitting on top of his roof moping over what happened last night. Stone, Celestia, and Discord watched from the front of the house.

"How long has he been up there?" Discord asked.

"Since dawn." Stone answered.

"And his parents?" Celestia inquired.

"Spike told them the girls went home early. But he really had to keep a straight face when telling them that."

"Well, someone has to snap him out of it," Discord spoke up, "And I'm just the one to do it," he poofed himself onto the roof next to the boy, "Spike."

"Discord." Spike answered, sounding glum.

"How long are you going to be sitting up here feeling sorry for yourself?" Discord crossed his arms.

"I promised I would protect Twilight and the others no matter who I faced. But I failed. I failed to save them and I failed to save Rarity."

"Will you listen to yourself?" Discord asked in annoyance, "All you're talking about is me-me-me. You think you're the only one who tried? Stone was there too and you don't hear him crying."

"What're you suggesting I do? I can't fight Rarity while she's possessed."

Discord knew he had to get through to Spike, and an idea popped into his head, "You want motivation to save your friends? Well, look at it this way. If you don't snap out of it and start thinking clearly again you'll never see the girls or their bountiful bosoms ever again." he smirked.

Spike hearing that thought about the girls and their racks, and thought, 'Never see them or their racks again?! No! I cannot let that happen!" he mentally screamed before standing up, "You're right. Twilight and the others wouldn't want to see me acting like a quitter! I am the vessel of the dragon king, and I will use all of my dragon power to stop Nightmare Rarity and bring back the real one!"

Discord smiled, "Just needed a little motivation."

Spike's beaming spirit was interrupted as the sky started getting darker, and they saw the sun was getting blocked out, "What's going on?" he gasped.

Celestia and Stone appeared on the roof, as the Princess of the sun spoke, "The sun is being eclipsed."

"Nightmare Rarity's doing." Stone scowled.

"We have to find her and stop her." Spike said.

"I'll use my magic to lock onto the sun and trace whatever is blocking it back to its source." Celestia said as she concentrated and aimed a beam up to where the sun was supposed to be. She focused until she saw it was trailing back to the factory where Nightmare Rarity and the others resided. She snapped out of it and spoke, "I know where they are. Follow me!" she took off into the air followed by Discord. Spike and Stone assumed their dragon forms and followed them.

Back at the factory, Nightmare Rarity realizing she was found gasped, "No! They found me!"

The girls hearing that looked glad, "Then Spike's on his way to save us!" Fluttershy smiled.

"Oh yeah!" Rainbow cheered.

"I knew he wouldn't give up." Twilight smiled.

Nightmare Rarity frowned seeing they weren't frightened anymore, "Even if he comes I still have tricks up my sleeves," she conjured shadow ponies wearing armor, "Make sure there are no intruders."

"Yes, your highness." they answered, but before they left Nightmare Rarity stopped them.

"Hold on. That armor's color doesn't look right. I'll need to make some changes." she began outfitting them in different styled and colored armor, while the minions were confused.

The others looked disturbed, as Pinkie Pie spoke, "Wow, she really is becoming more like Rarity."

"Should we be concerned?" Sunset Shimmer wondered, but the others didn't know what to think.

Meanwhile, Spike, Stone, Celestia, and Discord arrived outside the factory, "That the place?" Stone asked.

"It is." Celestia confirmed.

Spike spoke, "Come on, let's go!"

They were heading for the factory, only for the shadow ponies to appear wearing gold armor decked out in gemstones.

"We got company." Stone said.

"What're they wearing?" Discord asked.

"Something only Rarity would dream up." Spike answered, while taking notice of the gems on their armor.

Discord poofed himself into army general attire, "All right soldiers, let's hold the line. Charge!" He led the charge as Celestia started blasting the soldiers with her magic, and Stone started slicing with his sword that was engulfed by flames.

Stone turned to Spike, "Spike, go! We'll handle them!"

Spike nodded, and ran for the factory before breaking the doors down. He stepped inside and looked around seeing no sign of the girls or Nightmare Rarity.

"If I were them where would I be?" he asked himself before sniffing the air and began following the trail.

He followed it before leading to a room, "This is where it ends. Here we go," he opened the door, but to his shock found the room decorated like a castle throne room with two thrones side by side, "What the?" he approached the thrones before seeing a kings crown with Spike's name stitched into it, "Me, king?"

Taking him by surprise was Rarity who stepped out from behind the throne in human form while also dressed in royal robes like a Queen.

"Of course, my darling Spikey-Wikey."

"Rarity?" Spike gasped, "I don't believe it, you're all right!"

"Of course I am. Why wouldn't I be?" Rarity asked, while walking around Spike seductively.

Spike embraced her, "I was so worried about you. But where are..."

Rarity put a finger to his mouth, "Oh, hush. Don't worry they're fine. But Spike, I have a question for you."

"What is it?"

"Will you forget the past and live with me together forever?" she offered her hand to him.

Spike felt his heart was racing from her request, until he realized what she asked, "Wait a minute. Did you say forget the past?"

"Why yes I did." she answered.

Spike frowned, "No!"

Rarity was taken aback, "Excuse me?"

"I never want to forget the past or anyone else. Not Twilight, not Applejack, not Rainbow Dash. None of them!"

"But don't you want me?" she asked.

Spike sighed, "I do," Rarity smiled at his answer until Spike looked up at her frowning, "But not with a fake you!"

Rarity then changed into Nightmare Rarity and the throne room faded away revealing to have been just a dirty employee locker room.

"You tried to trick me!" Spike growled.

"And it would've worked if you had just forgotten the past!" Nightmare Rarity tried blasting him.

Spike was dodging the dark magic blasts, while shooting fireballs back at her. He flew at Nightmare Rarity and tackled her. They ended up breaking a hole in the wall and wound up in the area where the girls were being held captive.

"Spike!" Twilight called.

Spike after knocking Nightmare Rarity off him looked up seeing them, "Girls, are you all ok?"

"We're fine." Luna answered.

"But I don't know for how much longer." Twilight added.

"Can't you get out?"

"We can't. The prisons are neutralizing our magic. Our elements won't work." Fluttershy answered.

"We need your help." Rainbow called.

"Hang on, I'll get you all out!" Spike called, as he was going to fly up and help.

Nightmare Rarity blasted him from behind making him fall face first, "Spike!" the girls cried.

Nightmare Rarity laughed, "So much for the great reincarnated dragon king."

"You'll pay for that!" Twilight called to her.

"Oh, I'm so scared." she shuddered with sarcasm. She turned and was about to walk away, until she heard Spike groaning.

She turned back seeing him back on his feet, "You should know since your first defeat, Nightmare. I never go down easy!" he shouted before changing into his armor mode, "Oh, yeah!" he pumped his arms up.

"All right, Spike!" Pinkie cheered.

"Sorry to do this, Rarity." Spike said, as he fought Nightmare Rarity with all his strength without holding back.

Nightmare Rarity despite having so much power was having trouble keeping up with him. When she tried to blast him, he took the blow which barely affected him and blasted her with his enhanced dragon sending her crashing onto a conveyor belt.

Spike looked up and launched himself into the air before punching Twilight's prison with all his might breaking it. Twilight got out and transformed.

"Hang on, girls!" she blasted the other prisons freeing everyone else.

With their elements of harmony powers restored they changed back, while Luna resumed her pony form.

"The end is now, Nightmare!" Luna called to Nightmare Rarity.

"On the contrary, it's only just beginning!" she replied, as she began blasting at the group who dodged and resumed fighting her like before.

Spike watched seeing his friends fighting one of their own even if she is possessed, 'I have to stop this. And I know what to do.'

'Then do it.' Bahamut thought to him.

Spike nodded, and approached before the armor surrounding his head vanished and exposed his face, "Everybody, stop!" he shouted.

Everyone ceased their fire, and turned to him, "Spike, we're in the middle of a fight here." Applejack reminded him.

"I know. But this isn't the way to help our friend." he replied.

"It isn't?" Pinkie asked in confusion.

"No. But I know a way to help," Spike approached Nightmare Rarity much to everyone's confusion. Twilight wanted to stop him, but Luna blocked her feeling Spike knew what he was doing.

"Rarity, I know you can hear me in there!" Spike began.

Nightmare Rarity laughed, "You're wasting your time boy."

"I'm not talking to you, Nightmare. I'm talking to Rarity. The real Rarity. The one who loves and cares for all of us. Our friend."

Nightmare Moon was silent, as Spike continued, "Rarity, there was something I wanted to tell you last night but I never got the chance to say it. But now I can."

"Is he crazy?" Rainbow asked in disbelief of his methods.

"Have faith, Rainbow." Luna replied.

Spike continued to speak to Nightmare Rarity, "Every dragon has something called dragon passion. It's what a dragon gets when he finds something he longs for the most and must have. I found my passion, and that's girls," the rest of the girls rolled their eyes knowing it was obvious, "Even though everyone knows Twilight's my true love, she allowed me to start a harem to satisfy my passion. And I wanted to ask you to be a part of it, Rarity."

The other girls minus Twilight were shocked, while Nightmare Rarity was surprised, "A part of it?"

"That's right, Rarity. I want you to be part of my harem. But you can't be unless you come back to us. Please, Rarity. I don't wanna lose you. Twilight isn't the only girl special to me, but you are too. So please. Don't leave us. Don't leave me."

Nightmare Rarity's eyes started losing their icy and cold look and started speaking in concern, "Spikey-wikey?"

Spike smiled and nodded, as the girls looked on with hope, until Nightmare Rarity twitched and called, "No! I won't be fooled."

"We can't lose her!" Spike turned to the others, "Girls, show her what's in your hearts. Show Rarity we are here for her!"

The girls nodded, as their elements of harmony each projected a beam into Nightmare Moon connecting to the element of harmony Rarity wore.

Deep inside her subconscious Rarity saw various memories of her showing her generosity to all her friends and being thanked and appreciated for it. She saw the times she'd help Fluttershy out at the animal shelter and remembered how well she bonded with the hamsters while Fluttershy cleaned their habitat. She saw the time she mended Rainbow Dash's track uniform for the big track and field championship. For Applejack she saw the time when she helped out around Sweet Apple Acres. Despite it being dirty work, she was still willing to go out of her way of cleanliness to help a friend. She then saw the time she was with Pinkie Pie helping her bake for a party she was throwing at Sugarcube Corner. She remembered the time she made Twilight an outfit for her birthday that wasn't too fancy and not too casual. She then remembered the time she started recently started introducing Sunset Shimmer to some new outfits she was working on, and gave Sunset one in return for being such a good friend.

"My-my friends. They do care!" Rarity's voice came from inside her head.

Nightmare Rarity's eyes glowed and began speaking with Rarity's voice, "No! I won't hurt my friends." she struggled, as the darkness that overtook her tried fighting back.

"Keep it up, it's working!" Spike ordered the girls.

They continued feeding Rarity all their fond memories of her to make her feel stronger. The darkness surrounding Rarity was starting to be expelled, as the real Rarity was taking form again.

Rarity after expelling the darkness of Nightmare from within her stood in unicorn form but still in her pajamas, "I am Rarity, and I will not be a pawn in a villains plan!"

"Rarity!" the group cheered seeing she was back to normal.

They looked up seeing the darkness that was inside her take the form of Nightmare Moon's head, "No, this cannot be!"

Spike spoke, "Nightmare, you didn't learn anything from our last encounter."

"So now we gotta teach you again." Twilight added, as the girls activated their elements of harmony and vanquished the darkness of Nightmare for good.

Suddenly Stone, Discord, and Celestia entered having defeated a majority of the soldiers Nightmare Rarity sent while the remaining bunch were vanquished when Nightmare was defeated, "We saw the light from outside." Stone began.

"Is everyone ok?" Celestia hoped.

"We're fine now, sister." Luna smiled, as Rarity approached.

"Rarity, thank goodness you're all right." Celestia smiled.

"I owe it all to my friends." she turned to her friends, but suddenly looked down in shame, "I'm so sorry for what I did. I saw all I did to you. But I couldn't control my actions. Please, forgive me." she pleaded.

Twilight smiled and laid a hand on her shoulder, "You have nothing to apologize for, Rarity. It was the work of Nightmare."

"Yes," Luna agreed, "Your mind was not your own."

Rarity looked at everyone's smiling faces confirming that it wasn't her fault. Rarity smiled with tears in her eyes and she embraced her friends.

Luna smiled at them, until Celestia stood at her side. The two sisters nodded knowing what they had to do. They combined their magics and were able to undo the eclipse and bring sunlight back to the world.

"Ah get a load of that sun." Pinkie smiled.

"Beautiful." Fluttershy said in awe.

Rarity smiled seeing everything was normal again, until she looked over at Spike and spoke, "Spike?"

"Yeah, Rarity?"

"Did you really mean by what you said? You know the whole wanting me in your harem?"

Spike smiled, "I did."

Rarity smiled with happy tears before throwing her arms around Spike and embraced him. Spike returned the embrace while feeling glad to have his old Rarity back.

In the dark lair, Sombra was sitting while facing Tirek, "Your plan was a failure, Sombra!" Tirek growled.

"A mere mishap. Next time I assure you, they will be dealt with." he promised.

That night at Spike's place, the girls had decided to return home having had enough for one day. In Spike's room, the boy was laying on his bed in his undershirt and shorts, while thinking about the events of the day.

"Man I can't believe we almost lost Rarity to the darkness. If someone like her could be turned evil any of us could be brainwashed like that and not just Sunset Shimmer. But what she said, who is this Sombra?" he pondered, until there was a knock at his door, "Uh, yes?"

The door opened, and Spike saw Twilight standing in the door way in her pajamas, "Oh, Twilight," he said, until she stepped aside revealing Rarity who was also in her sleepwear like before, "Rarity? I thought she went home with the others?"

"After all that's happened today, Rarity wanted to be close to friends. Specifically us." Twilight explained.

"That's right." Rarity added, as the girls giggled.

Spike smiled, and thought, 'Nice to see Rarity's back to her normal happy self.'

"And Spike," Rarity added, "I wanted to apologize for when I used that illusion on you when you came to our rescue. And I hope you can find it in your heart to forgive me."

"Oh, that? It's no problem. I already have." he replied.

Twilight smiled, "She told what it was she made you see."

"Huh? You mean that?" Spike asked, before getting nervous, "I didn't mean to nearly fall victim to Nightmare's charm and tricks! I swear!" he cried.

Rarity giggled at his reaction, and Twilight sighed, "I don't care about that I'm talking about before."

"Huh?"

Rarity spoke, "Twilight's talking about how you would never forget the past and anyone all for a title."

"Really?" Spike asked, as Rarity plopped on the bed and was on Spike's right side.

Twilight took the spot on Spike's left side, "Really. Choosing your friends over the title of king is something I'm very proud of. That's my Spike for you."

"Yeah, that's me in a nutshell." Spike chuckled. Suddenly Spike found his right arm locked with Rarity's as the girl spoke.

"Now, just a moment, darling. You know he's going to have to be my Spikey-Wikey from this point on too."

"Uh, Rarity." Spike said seeing Rarity being an instigator might not be a good idea.

Spike then found his left locked with Twilight, as the Princess scowled at Rarity who was smiling sweetly, "Rarity, just because we're friends, you should still show some restraint."

Suddenly the two girls got into each others faces, while Spike found both sides of his head smushed in between both their enormous busts. He blushed from the feeling, while wondering if they knew what they were causing him. But they were too focused on each other.

Rarity spoke up in a teasing manner, "You should know better than anyone, Princess. Restraint is forbidden in a battle like this. And here I thought cowards talk wasn't you at all."

Twilight answered, "Well, I'm not losing to you after hearing that," she grabbed Spike's head and pressed it into her bosom as he let out muffled sounds, "Come and hit me with your best shot." she smiled.

Suddenly Spike found his face being pulled into the bigger bust of Rarity as the girl giggled, "Is this how we're doing it?"

Spike could only sigh in relaxation as his head kept getting smothered right from left by either of the two girls, 'I finally made it to paradise. Today turned out to be a great day for sure.'

The two girls ceased what they were doing much to Spike's disappointment, and giggled, "Look at us acting so silly." Rarity giggled.

"And over Spike as well." Twilight added.

"I didn't mind it." Spike replied.

The two smiled at him, as Rarity spoke, "And, Spike?"

"Yeah?" he asked and suddenly found himself getting kissed on the lips by Rarity.

When they parted, the girl finished, "Thank you so much for wanting me to be with you."

Spike smiled, "You're welcome."

Rarity turned to Twilight, "And thank you, Twilight. For approving of this."

"What're friends for?" she replied, as the two girls embraced with Spike finding himself once again surrounded by their beautiful busts.

Eventually the three fell asleep with Spike in the middle, Twilight laying on his left side, and Rarity on his right side with both girls draping their arms around him.

Meanwhile in the homes of the other girls, each of them were in bed sleeping, while deep down thinking about the same thing.

'I hope Spike asks me to be in his harem.'