On a night of pure calm, a night of clear stars and a full moon, things were perfectly fine in Ponyville. Little fillies nestled into their nice cozy beds, shops started to close down, and everypony seemed to be shutting down for the evening. Rainbow Dash didn't make it home, thinking it best to rest her little head on what might just be the only cloud in the sky. Pinkie Pie was easing off a five hour sugar rush, rolling back and forth on a carpet in her little loft, she then tried to set her alarm clock, but was met with a static jolt that knocked her out. Twilight was getting in some late-night reading, Rarity passed out at her sewing machine, Fluttershy slept peacefully in front of a cozy fire place, and Applejack had just tucked in Applebloom for a good night's rest.

Two ponies, however, were not so ready for bed. Lyra wanted to do something nice for Bon-Bon, so she planned a picnic for two under the stars. Bon-Bon knew Lyra had the sweetest intentions, but couldn't shake one slight detail. "I still can't believe I let you talk me into going into The Ever Free Forest at night."

Lyra could sense her partner's stress and leaned in close to comfort her. "Don't worry. I checked this path over and over. There's nothing that can hurt us."

The cream colored pony couldn't stop glancing about. "But what if we get ambushed by a manticore, or turned to stone by a cockatrice."

Lyra rolled her eyes, smiled and gave Bon-Bon a reassuring nuzzle. "Don't be such worry wart. There is nothing to be afraid of."

As if on cue, there was a crack of thunder and the howl of a wolf. Strange part is that there wasn't so much as a hint of bad weather a minute ago. The two ponies were frightened. They clung to each other and shook with fear.

Lyra figured it was a good idea to change her mind. "New plan, let's go home."

Bon-Bon gave a nod. "Yeah, all of a sudden a quiet night at home with hot chocolate sounds pretty good."

The two ponies turned to rush home, but were shocked by a new discovery. Lyra pointed it out first. "Wait…isn't this the way we came?"

Bon-Bon confirmed her fears. "I don't think that bush was there a second ago."

They were already freaking out, but what happened next was almost traumatizing.  The mysterious bush, concealed in the dark, began to shake, what looked like two horrible clawed arms raised up from the sides, two angry looking eyes peered from just below the top, like two holes that you could use to see straight through the dark to the path behind. Then a mouth, with jagged teeth like something cut out of a paper doll. The pair was terrified by the shape, as it rose from the ground, threw up it's arms and let out a dreadful roar. "Rrrrraaaaagh!"

Lyra and Bon-Bon screamed at the top of their lungs and ran away from the creature. After 30 seconds of running in a panic, another silhouetted beast dropped in front of them, floating just inches off the ground. Like the first, you could see clear through the features in the face, but this one looked more mirthful than angry. It let out a ghastly, high pitched, cackle through it's wicked, sharp-toothed, grin. "Eeeeheheheheheheheeeehhh!"

The pony couple screamed again, even louder, then bolted to the left. As they ran they heard another laugh, this one deeper and more sinister. "Ahhhhahahahahahaha!" It didn't take the girls too long, at this new fear induced pace, to run into a new problem. Two ravens shot out of a bush in front of them and attacked. Now the birds made the experience pure terror, grabbing at their manes and their tails, shrieking in their ears, but they never harmed them. The crows did manage to drive the terrified ponies in the direction that would lead them right back to Ponyville. Now we draw our attention to the clouds, or rather cloud.

Only one cloud in the sky that night, small, but loud enough to cause the earlier thunder clap. On this cloud, watching the two frightened girls run away, was a pegasus. His coat was black as coal, his mane, if straight, would reach about the center of his neck, but it stood out in many directions, messy and white as snow. His tail was smooth, until the end where it turned messy like his mane. His cutie mark was a smiling skull and crossbones.

However if you were looking at him, then you'd notice the grin on his face, as he laughed at the two unfortunate ponies running for their lives. "Mwahahahahahahhh! Oh, oh, that…bahhahahahahehehe! That's too rich." He unfurled his wings and fell back onto his fluffy black noise maker and gave a content sigh. "There's nothing better than the sound of a couple of class-A scardy-hooves wandering into my little traps." He got back up and smiled as he dove off the cloud. He retrieved the two monsters from where he had them strung up. They were just something he threw together from tree-branches and leaves from various plants. He flew at a relaxed pace returning home to a tree-house he made in a large tree near the center of the forest.

He was humming something along the lines of "Here Comes the Boogey-Man" as he heaped the fake creatures into a corner of his porch. He was in the process of entering when he noticed the dusty plaque on the wall a few steps from the door. It read "This is the lair of Fearwing Shadowhoof. If you're trespassing, then get ready to scream like you were about to kick it." With a smile, our wicked new friend dusted it off with his wing. His home was decorated with items of the macabre. Fancy little talismans that hung from the ceiling to give him good dreams, little statues of various monsters that he bought with whatever money that his victims drop when they run away. The floor was wood, a single bed with black sheets and big fluffy pillows he made himself. On one wall was a book shelf filled with every horror story he could get his hooves on.

While he was admiring his home, he heard a tap at the window. Fearwing couldn't help, but let out a little laugh as his ravens returned from escorting the screaming ponies home. The two birds circled around the room a bit until he opened their cage, gave it a tap, then called to them. "Edgar, Vincent, come on now. We've had our fun, now it's time for you to get some rest." Without hesitation, the birds did as told. Once they were in, Fearwing closed the cage door and draped a little black tarp over it. With his birds secured for a good night's sleep, our mischievous little friend walked over to the open window and took in a good breath of the night air. Fearwing seemed to be at peace for a moment, but as he gazed at the beautiful dark sky, he noticed something. The faintest splotch of a little extra darkness that seemed to glide across the sky and he could swear it was moving the stars. This signaled that he knew just what it was and was more than happy to see it. He took off into the air as stealthy and as quick as he could.

The flying object that caught Fearwing's eye was none other than one Princess Luna, performing her nightly task of bringing up the moon and organizing the stars. She was enjoying the night, but couldn't shake the feeling that she heard screams earlier. Although Luna considered herself pretty unshakable, even she wasn't ready for a crazy wad of moss with wild eyes and insane grin to shoot up in front of her and shout "Ooga booga booga!"

Luna let out a shriek of terror and crashed right into the thing, becoming tangled in a mess of vines. She started to fall and her gaze was forced downward. "Oh no no no no no!" She kept falling until she passed through the top of a tree and the vines caught her. She stopped falling just a foot away from the ground. For a while, all she could hear was her own panicked breathing, but then her fear slowly started being replaced by confusion.

There was laughter. Hovering around the trees, making his way toward her in a hysterical fit, was Fearwing. "Hahahahaha! Oh oh, you should have seen your face! You were all like, waaaaahhh! And I was all like, woooooohhhhh! Heheheheheheheeee!"

Luna looked at him wide eyed and open mouthed, but then clenched her teeth and glared furiously. "Fearwing! You jerk, I could have been killed!"

He flew in close so they were nose to upside down nose. "Awwwwww, come on Luna. Give me some credit. Do you really think I would ever let anything bad happen to you?"

She looked into his eyes with an annoyed expression. "You almost gave me a heart attack."

Fearwing landed and gave a little bow. "Why thank you. I mean I really didn't think I was gonna get that up in the air for that intercept, but I gave it the old clown college try and the launch went gloriously."

Luna was unamused. "Can I get down now?"

He grinned and looked at her with a smart-alec raised brow. "What's the magic word?"

She rolled her eyes. "Please?"

He placed a hoof under his chin and pondered for a moment. "Was that a question, or..."

Luna angrily interrupted. "Fearwing!" Our wicked friend started to zip around her at an impossible to track speed and, at some point, she became untangled, falling flat on her back. "Thanks." she said with a dulled sarcasm.

Fearwing sat down next to her with a look of satisfaction. "You're most welcome."

Luna rolled over and pushed herself off the ground. She spotted a pond ahead and, noticing the moss stains that little trap left, she figured she might as well wash up. She walked up to the water with Fearwing cheerfully trotting beside her with a grin that got on her nerves. When Luna reached the water, she leaned in and started washing the green off of her coat. "Why do I put up with you?" She asked her unwanted companion.

Fearwing kept smiling and gladly answered. "Because beside you I'm the only one up at this hour and you enjoy the company, even though you'll never admit it since I scare you silly every chance I get."

The princess for the moon rolled her eyes, but mainly because it annoyed her that he was right. "Could you at least ease up a little? I could really get hurt on one of these crazy contraptions."

He thought for a bit, as she finished washing , pulled up and spun in the air to dry herself off. When she landed on the shore, he strolled right up next to he rand gave her a little nuzzle. "Okay, I'll stop with the big stuff. Although just jumping out and going boo isn't as much fun. I'll do it for you, cause your my best friend."

She smiled and gave him an accusing look. "Fearwing, beside the crows, I'm your only friend."

He seemed saddened. "First of all, they're ravens. Second, ow, my pride."

Luna gave a little laugh. "I will admit, that that one just now was a pretty sweet scare. How do you come up with all this weird stuff?"

Fearwing turned so his flank was visible. "Check the cutie mark. Girl, I was born to terrify. I doubt there's a single pony in all of Equestria that I can't scare. I even gave your sister a jolt with that whole 'ghost' in the bedroom window bit."

She couldn't help but giggle. "Hmhmhmhm. That was priceless. You know, she still sleeps with a nightlight on."

He added in. "Ha."

Luna went on. "However, I do believe there are at least six ponies who you won't be able to scare."

Fearwing leaned in for a better listen. "Is that a challenge I here?"

She tried to brag a little. "Well, if you're up for it, then maybe it is."

He rubbed his chin and thought for a moment. "Hmmmm, what do you propose?"

Luna put on a mischievous grin of her own. "Well if you can frighten all of them, which means you have to make them scream, then...I'll pack up my things and I'll move in with you."

Fearwing was excited. "Really? Awesome! Oh, you're gonna love it, I'll add a new addition to the house so you have plenty of room, we'll put in some carpeting, get some indoor plumbing, maybe a puppy..."

The alicorn placed a hoof under his chin to keep him from gabbing. "However, if even one of these ponies isn't terrified by sunrise, then you lose the bet and you have to stop putting the scare on ponies until I tell you different."

He was less enthusiastic at this. "Oh...will you still come by to visit?"

She draped a wing over him to comfort him. "Of coarse. I care about you too much to let you be miserable and alone."

Fearwing perked up. "Great! It's a deal. Now, exactly who are these brave ponies that you have so much confidence in?"

Luna smiled and answered his question with one of her own. "Tell me Fearwing, have you ever heard of the elements of harmony?" Next Chapter: Chapter 2 Estimated time remaining: 32 Minutes