It was a beautiful day in Ponyville. It was late autumn, deep in a beautifully warm indian summer. The harvest was in, the Running of the Leaves had gone off last month without a hitch, and it was currently pouring buckets of rain straight down from a cinder-grey sky. The pegasi had scheduled a solid "gully-washer" downpour to help sweep away the last of summer's debris, and it was scheduled to last all day. There was simply nothing to do for it except put off all your plans and chores, huddle in your home and wait for it to pass.

Yes, thought Twilight as she curled up on the sofa, poured herself some tea and cracked open the first of a knee-high stack of books. A beautiful day in Ponyville... just about perfect.

Almost. Largely. Pretty much.

If it just weren't for the loud music thumping its muffled way through the ceiling.

"Spike!" she called out. "Spike, would you go upstairs and--- Spike? Where are you?" She peered over the top of her book. Where had her dragon assistant gotten off to... oh yes. Off to Rarity's to help the seamstress sort a new stock of gems. Or more likely to ogle her while she worked; with a high likelihood of curling up in a corner of the boutique to catch up on his sleep.

Which he had complained had been interrupted by the noise....

Twilight sighed and set aside her book. Her life had changed a lot over the past year; this was just one of the little details with which she would have to learn to cope. As patiently as she could, she left the comforts of her couch and trotted up the stairs.

It was a longer climb these days; they had enlarged the library and the rooms above it this past summer, and put in an extra floor. They needed to; it wasn't just Twilight and Spike living there anymore. Twilight muttered to herself as she climbed past her own bedroom and headed for the top floor. "Through two floors, I can hear it? I'm regretting ever teaching her that volume control spell..."

The stairwell ended at a closed door, through which the music could now be heard quite clearly. Twilight winced and braced herself against what was coming as she used her magic to ease the door open. The noise immediately jumped in volume; laying her ears back, she pushed the door open and stood facing the blast headlong.

In many ways the room was a reflection of her own; nice large comfy bed, a nightstand piled with books read and unread and filled with parchment rolls and quills, even a small telescope in the window, all the tidy little amenities that she enjoyed. There the resemblance ended. The bed was rumpled and unmade, the floor was covered with a scattering of toys, clothes, and other items picked up and discarded in mid-agenda, the walls were layered with posters of every conceivable vintage-- star charts and elemental tables were lost amidst pony-pop celebrities and movie stars. A particularly large poster of Sapphire Shores dominated the wall over the bed. In the corner stood an oversized, magically volume-enhanced (Twilight knew because, heaven help her, she'd helped put the enchantment on the thing herself) Victrola, which was currently blasting out the latest album of hits by Sapphire Shores at earwax-rippling volume.

In the middle of it all stood a midnight colored alicorn filly with a purple tail and mane. Nyx, Twilight's daughter.

A little over a year past, Twilight Sparkle and her friends--- not to mention Ponyville and all of Equestria--  had been tumbled into a mess of cataclysmic proportions. A deranged cult, led by none other than Spell Nexus, the headmaster of Celestia's own School for Gifted Unicorns, had tried to use Twilight's blood and the scattered remains of Nightmare Moon's magic in a powerful spell meant to resurrect Nightmare Moon. They had nearly succeeded... but the spell had been botched, and instead of a full grown Empress of the Night, a tiny alicorn filly named Nyx had been born.

Twilight had taken the filly in, and had eventually adopted her-- only to nearly lose her when Celestia, out of fear of Nightmare Moon's return, had taken Nyx away... and given her right into the hooves of Spell Nexus. This time Nightmare Moon WAS restored, and in stunning swift succession had defeated Luna, then Celestia, imprisoning them in the Moon and the Sun, and had then taken over all of Equestria as its queen. But Spell Nexus had miscalculated; this Nightmare Moon was not the same. Unlike her incarnation as Luna's alter ego, she had known a brief time as a filly, had known friendship, and had been loved unconditionally by someone she had called mother.

The changes this wrought in Nightmare Moon's heart had proven Spell Nexus' downfall, as Nightmare Moon, moved by her friends and by her love for Twilight, had surrendered the throne back to Celestia and Luna and had been stripped of her dark power. In the end it had all worked out well; the spell Luna cast to remove Nightmare Moon's magic had restored her to her state as an alicorn filly, in body and spirit. Noone had been truly harmed, and even Spell Nexus and his cultists had turned out to be innocent victims, contaminated by loose fragments of Nightmare Moon's magic. The princesses came away from it all with Luna's full power restored, Spell Nexus and his "cultists" came away with some embarrassing life lessons in safely handling scraps of toxic magic, and Twilight Sparkle had come away with a now legally adopted and dearly loved daughter.

It had been, as Rainbow Dash had put it, one heck of a year.

Nyx was dancing up a storm, mane and tail flailing, accompanied by a happily cheeping Peewee. The little phoenix was buzzing around excitedly, doing his darnedest to imitate Nyx's wild dance moves, to hilarious results. Despite herself Twilight just had to stop and watch the show, stifling her laughter.

"Okay, HEADBANG!" Nyx shouted. Her head disappeared in a purple cloud of thrashing hair; Peewee began bobbing up and down manically like a desk toy on overdrive. After a second they stopped. "Whoa, no more headbanging..." Nyx said, staggering a little. She recovered and jumped up on the bed, the little bird quick to follow. "Aaaand SHAKE YER BOOTY!" Pony rump and phoenix tailfeather were pointed at the sky and waved back and forth. "Go Peewee, go Peewee, shake your groove thang, shake your groove thang..."

Twilight burst out laughing. She sat back on her haunches and clapped her forehooves together. "Bravo, bravo," she shouted. There was a startled "eep!" from the alicorn filly; she spun around in midair and saw her mother in the doorway. "Oh, Hi Mom..." She trotted to the end of the bed and switched off the gramophone. Blessed silence fell over the room. "What's up?"

"Up" is the volume of your music, actually. Too much up." Twilight trotted into the room.

"What were you listening to, anyway?" Twilight asked, stepping over to the Victrola to peer at the record. "It was loud enough to wake the dead."

"If it's too loud, you're too old."

"Excuse me?" Twilight turned around, eyebrow raised and a tart remark on her tongue.

Nyx was holding up the record sleeve with a bit of levitation. "If It's Too Loud, You're Too Old," she repeated. "It's Sapphire Shore's new double-platinum album." Sure enough, the title was scrawled across the cover in brilliant purple, accompanying a portrait of the redoubtable singer, apparently caught in the act of deafening some poor pony in a lounge chair with a bullhorn.

Twilight scowled at being the butt of an unintentional joke. She sighed. Only nine, and already she'd zinged her mother. Heaven help me when she's a teenager, she thought.

Nyx blinked at her with childish innocence. "What is it, Mom?"

Twilight rolled her eyes. "Never mind, it's not important. Look, I don't mind you listening to your music, Nyx, but could you please keep it down to about--- half of what it was just a minute ago? I could hear you downstairs. We do live in a library, you know."

Nyx blushed and ducked her head, scrutinizing her hooftips. "Sorry," she said.

Twilight smiled; it was hard to stay angry at Nyx. Especially with a small phoenix chick perched on her head, trying to look contrite as well. Peewee let out a chirp and a whistle on a descending note, his best "I'm sorry" sound. Twilight and Nyx both giggled at him. Convinced he had successfully negotiated a truce with his birdly charms, he leapt into the air and began orbiting them both like a miniature sun.(1) "So you're up a bit late today," Twilight said, changing the subject. "I didn't hear you up and about till just now. Not that I mind since it's not a school day, but---up a little late last night?"

"Oh, um." Nyx turned and began making a pretense of making the bed. "N-not really. I just didn't sleep very good last night..."

"Bad dreams again?" Twilight asked sympathetically. Nyx bit her lip and nodded. Twilight nuzzled her daughter sympathetically. "Same ones, or different this time?" Nyx shook her head. "Different," she said."But they're always bad."

Twilight nuzzled her again. "You know if you're having bad dreams again, you can always sleep with me tonight..."

Nyx looked embarrassed and looked away. "No, no!-- um. No, I'll be fine. I'm sure I won't have any tonight..." she shuffled awkwardly and went back to pulling the covers back up on her bed.

Twilight felt a little pang in her heart at the rejection. It had barely been a year ago when she had slept every night with Nyx curled up at her side. Was Nyx growing up that fast? "Well... it's a standing invitation, sweetie," she said. "I'm always there for you."

Nyx threw her pillow on the bed, She turned to Twilight and smiled. "I know, Momm---- Mom." She pressed her cheek to Twilight's. Ahh, another little pain. What happened to 'Mommy?' Twilight let it slide. "So you have anything planned for today?"

Nyx frowned. "Not really. We were gonna have a Cutie Mark Crusaders outing, but then they scheduled the rain..."

Just as she spoke, something rapped against the bedroom window. Startled, the two ponies went to see what had caused it. Nyx opened the window and peered outside just in time to get another hoof-full of pebbles to the face. "Ow!"

Down below were four small fillies all but buried in oversized raincoats and hats. Upturned faces revealed them to be four of the Cutie Mark Crusaders; Scootaloo, SweetieBelle, Dinky Hooves and Twist, riding in the trademark Cutie Mark Crusader scooter-pulled wagon. SweetieBelle was looking the most apologetic. "Sorry Nyx," she called out. "I didn't mean to magic so many pebbles up there."

"What are you guys doing?" Nyx said, rubbing her nose where a pebble had stung her.

"We're gonna round up everybody and head for the clubhouse," Scootaloo shouted. "We cant go crusading, but we're not gonna waste the day. We're gonna stay in the clubhouse all night and have a sleepover. We're gonna make plans for Nightmare Night!"

"Oh pleathe thay you can come," Twist pleaded. "Itth going to be lotth of fun."

"Nightmare what?" Nyx said to Twilight, puzzled.

Twilight blinked. "Oh, that's right--- this will be your first Nightmare Night, won't it? We didn't have one last year because..." Twilight grinned wryly. "Well, you remember last year...." Nyx blushed and looked abashed. "Oh, don't dwell on it, Sweetheart. Anyway, you'll love Nightmare Night-- there's costumes and games and... "

"--Twilight? Can Nyx come to the sleepover?"

"Aaand I think I'll let your friends tell you all about it," Twilight finished. "Yes, Scootaloo, she can go!"

"Really?" Nyx's face lit up with a smile. Without waiting for an answer, the filly dove for her rain poncho and galoshes.(2) She was halfway down the stairs before Twilight could think of anything to say. "Behave yourself, and mind Applejack," Twilight yelled after her daughter. "And take Peewee with you in case you have to send a message home! Oh, go catch her, Peewee--" the little phoenix cheeped and fluttered down the stairs after Nyx. There was the sound of the front door slamming, then a hubbub of little filly voices that quickly receded in the distance under a squeak of wagon wheels and the buzz of pegasus filly wings.

Silence fell like a blanket over the library, save for the shusssh of rain pouring through the branches.(3)Twilight breathed in deep and gave a heartfelt sigh of relief. She closed the window Nyx had left open and put the LP back in its sleeve. She glanced at the vociferous vocalist on the cover. She held the album up and bobbed it around..."myeh myeh myeh, ivvitstewloudyertewold....pheh---" and stuck it back on the shelf.

She trotted back downstairs, a smile on her face, and reclaimed her little nest on the couch. A touch of magic to reheat the tea and all was well with the world. She frowned for a moment as something tickled the back of her mind-- something about Nyx and Nightmare Night-- but she dismissed it. Everything had worked out perfectly. The music was off, Nyx was out of the house and staying at a trusted friend's place, Spike was preoccupied elsewhere, she now had peace and quiet and the whole place all to herself. She took a long sip of tea, cracked open a book and settled down to read.

Darn it. Now she missed the noise.

The fillies held on as the CMC wagon bounced and splashed its way through the streets of Ponyville. They were traveling a bit slower these days, thanks to the wagon holding two extra fillies, but Scootaloo was still towing them at a terrific clip. A faint purpleish force field hovered over them, shielding the quintet from the downpour. "Neat thpell, Nyx," Twist enthused. Peewee, who had taken a perch on Nyx's shoulder, well under the shelter of her rainhat (Phoenixes didn't care much for rain) cheeped his encouragement.

"Thanks! Uncle Shining Armor taught me," Nyx said. "His magic shield is lots stronger though..."

"I wish I could do stuff like that," Dinky said wistfully, holding onto her basket of muffins. SweetieBelle agreed.

"Well I wish you guys could cast a spell to help push this wagon," Scootaloo said over her shoulder. "We got more members than ever and you guys aren't getting any lighter." It was certainly the truth; after Nyx's return, the membership in the Cutie Mark Crusaders had basically trebled. Applebloom was already at Sweet Apple Acres, but that left three more ponies to pick up. When they did, all of them were going to have to bail out, load their sleeping bags and sleepover goodies in the cart, and run alongside. Whatever way they did it, it was going to slow them down considerably.

"We need a bigger wagon," SweetieBelle admitted. "It's kind of crowded these days as it is."

"But then we'd need more Pegathutheth to pull it," Twist pointed out. "Maybe we thould get a thecond wagon...?"

The debate continued till they pulled up to Pipsqueak's house. As they rattled to a halt, the front door banged open and something that seemed to be part sou'wester, part raincoat and part daisies flounced its way out and down the front steps. Pipsqueak's mother stood in the doorway and waved goodbye to it; it got a great deal closer before anyone could see Pipsqueak's cheeky grin under the brim of the enormous hat. He was holding a bundle of daisies in his teeth which he passed to Dinky as he climbed aboard. "For you, M'lady," he said. (4)

There was the expected round of "dawwws," squeals and giggles. Dinky blushed bright as a rose and took the rain-sprinkled bouquet with a smile, nibbling on one as Pipsqueak bore up manfully under the teasing. In truth none of the CMC teased either of them long; the girls would have rather died than embarrass those two into shunning each other. In fact it was more than likely that some of the CMC were looking to earn a Match-Making cutie mark; They'd been swayed into letting Pipsqueak into the CMC just for the sheer cuteness factor of putting him in close proximity to Dinky.

"Truffle and Rumble are already on their way," Pipsqueak said as he squeezed in with the others. "They'll meet us at the clubhouse.(5) Truffle is bringing leftovers from his Dad's restaurant." A chorus of heartfelt yummy noises went up.

No further words were wasted. There were hors d'ouevres and fancy pastries awaiting! Scootaloo revved up and they powered their way to Sweet Apple Acres.

The whole procession would have ground to a halt, not too long ago. The road leading to Sweet Apple Acres had been a dirt path for ages, and would have been a miry swamp of clay that would have bogged down the scooter and wagon in moments. Since last year, though, the road had been paved with a stout layer of magically-laid cobblestones, clear up to the Apple's front gate and beyond. The road crews had even laid a bed of gravel up to the Apple's farmhouse, and had promised to be back later to lay a solid cobblestone path right up to the front door.

The reason for all this roadlaying was visible from Sweet Apple Acres, even through the rainy mist: the former castle of Nightmare Moon. It was a hulking shadow in the mist, all pointy spires and dark towers. The cultists had built it underneath the ground, and Nightmare Moon's power had raised it up out of the earth to loom over the landscape like a thundercloud on the horizon.  That was where all the stone for the roadwork had come from. Workponies had been crawling over it for months now, chipping away at it, turning fortified walls and grim towers into flagstones and gravel.

Nyx regarded it a little sadly as they pulled up to the Apple's house. SweetieBelle caught her expression and asked, "Is there something wrong, Nyx?" She looked over at the castle in the distance. "You're not sad they're tearing that thing down, are you?"

Nyx scrunched up her nose. "Well.... yes --- no, kinda sorta," she admitted. The castle had been the source of a lot of terrible memories for her; even now she shivered as some of them flashed across her mind. And the bad dreams she'd had.... Peewee cheeped from his perch under her hat and rubbed his beak against her cheek sympathetically.

But at the same time it seemed sort of sad; it wasn't an ugly castle, and in fact it was kind of pretty and fancy in places. Well it would be if they took all the scary statues and portraits of Nightmare Moon out of it. Besides which, she couldn't help the little filly voice inside her that said I was a princess in my very own castle, that is so cool!  "It just feels sad they're just going to tear it all down," she finally said.

"Well that's one thing we gotta talk about," Scootaloo said. "Applebloom's heard some really cool news about the Castle. She'll tell you all about it when we get to the clubhouse. C'mon!" The orange pegasus filly grabbed her saddlebags out of the wagon and threw them over her back.

A brief stopoff at the farmhouse to let Applejack know they'd arrived safe and sound, then it was a foal and filly stampede across the orchards to the CMC clubhouse. They piled inside, muddy, wet and laughing. Rumble, Truffle and Applebloom were already there as promised; Rumble had gotten the little camping stove Big Macintosh had installed lit and was putting marshmallows on sticks while Applebloom  handed out towels to everyone. Truffle had laid out the bite-sized treats from his Dad's job on little paper plates; Dinky contributed her basket of muffins. Food was noshed, bottles of apple soda were passed around as the rain drummed on the roof overhead. Peewee flitted from pony to pony, getting pampered with pets and bites of food; despite being Spike's pet, he had practically become a mascot for the CMC, thanks to months of fillies bribing him with sweets to get him to deliver messages, and generally just spoiling the little bird rotten. Spike grumbled that they were making him "so fat he looks like a tennis ball with feathers," but he tolerated it.

After the edge was off everyone's appetite, Applebloom sat up and rubbed her hooves together. "Okay, this meeting of the Cutie Mark Crusaders is now called to order! Secretary Scootaloo, call attendance."

"Is everybody here?" Scootaloo said, mouth full of s'more.

"HERE!" Everyone shouted. Scootaloo turned to Applebloom. "That abou' does it," she said, spraying crumbs.

Applebloom wiped her face. "Charmin'. Okay, any old business?" Everyone thought, then shook their heads. "Any new business?" Again, everyone shook their heads 'no.' "Any new Cutie Marks?" She asked hopefully, The blank flanks in the group, including the three founders, stood up and looked back at their unmarked hindquarters on the off-chance that their cutie marks had appeared in the past half hour. Flanks, alas, were still blanks. Applebloom looked a little down. "Didn't think so. Oh well." Everyone sat back down.

Scootaloo waved a hoof. "Oh, I got one new business thingy," she said. "We gotta come up with some new way of getting around. She fanned her wings for emphasis. "you guys are getting kind of heavy..."

"Heyy," Truffle said, looking hurt.

"Hey, no offense, Truffle. It's not you--" Scootaloo said. "I mean, if everybody here looked like Featherweight, it'd still be too much, y'know?" Everyone laughed at that.  "Yeah, and it's not really fair, yknow," Rumble chipped in. "having the pegasi do all the pulling..."

"We could use magic to help push," Dinky offered.

Applebloom looked skeptical. "Mmmaybe not, Dinky," she said, rubbing her chin. "That still leaves us Earth ponies out. And um, yore magic---" She didn't say anything further.

"Oh, right," Dinky said, blushing a little. Dinky's magic had just started coming in, and it tended to work in fits and starts. And it also seemed to have the unsettling tendency to make things shoot sparks, catch fire, and explode...

"We could all get scooters like Scootaloo," Rumble suggested.

"But most of us can't push a scooter as fast," Pipsqueak pointed out. " So we'd always be going slow or leaving ponies behind. And we couldn't haul nearly as much stuff as if we had one big wagon." A cloud of chatter rose as everyone debated the ideas back and forth.

"Let's put that on th' 'to do' list fer later," Applebloom decided. SweetieBelle dutifully wrote "Get new Crusader Wagon" on the 'to do' sheet that perpetually hung on the treehouse wall. "'Cause raht now, we got us some more important stuff t'do. Getting ready for Nightmare Night!"

The cheer that went up, true to CMC tradition, was deafening. Nyx 'yeeped' in shock, wings flaring. Once she got over her surprise, though, she felt her enthusiasm growing. Whatever this Nightmare Night was, it must be good...

"Yeah, we gotta figure out our costumes an stuff for trick or treating, and come up with some really cool pranks...." Scootaloo enthused. Nyx felt her enthusiasm flag just a little. Pranks? From her first day, Nyx had been a very timid and sensitive filly, and her experience with pranks wasn't very happy. She'd had pranks pulled on her by her crueler classmates--- no names would be mentioned but they rhymed with Diamond Tiara and Silver Spoon--- and the one time she'd tried to pull a jest, as Nightmare Moon, it had most emphatically not gone over well.

She apparently wasn't the only one worried. Twist raised a hoof. "Jutht...little prankth, right?" She asked uncertainly. "Nothing that'th really mean..."

"Of course nothing mean," Scootaloo said, rolling her eyes. "I said COOL pranks, not jerky-butt, troll face Diamond Tiara pranks." The other foals chuckled. Sad to say, Diamond Tiara and her toadie had earned a well-deserved reputation for low cruelty.

"There's also gonna be a costume contest,"Applebloom said. "Funniest Costume, Scariest costume, cleverest costume, best group costume... Ah figger if we all work together we could at least win that one. We just gotta come up with an idea."

"I can just see that trophy sitting on our mantlepiece in the clubhouse," Scootaloo said, framing the far wall with her hooves.

"But we don't have a mantelpiece," SweetieBelle protested.

"So what, if we win it, we'll BUILD one!" Scootaloo said.

"Yeah, anyway, that's not the best part of it," AppleBloom went on. Her face lit up with excitement. "Guess who's gonna be coming to town to celebrate Nightmare Night this year---"

"Princess Luna!" Pipsqueak shouted excitedly. Applebloom glared at him, disgruntled. "Yeah, Princess Luna," she said. "Way t' take the wind outta my sails, Pip...."

"Sorry?" Pip apologized, grinning. Nyx blinked in surprise. Princess Luna was coming? She.... didn't know how she felt about that. To say her feelings about the Princesses were mixed would be putting it lightly.

"Yeah, she's coming--- to the grand opening of the new Lunar Palace!" Puzzled looks went around till it clicked. "You mean..." Nyx started.

"Yup. They ain't tearin' down Nightmare Castle, they're renovatin' it. Princess Luna is goin' to make it her new home-away-from-home. They're gonna have a big royal shindig and grand opening.... and then they're gonna make the whole thing over into one big, huge, ginormous haunted castle for Nightmare Night!" Ooohs and Aaahs greeted this announcement. "And Princess Luna herself is goin' to be hosting!"

The excitement was practically at a fever pitch. "Okay, so this is the plan," Scootaloo said. "We're gonna design some awesome costumes, we're gonna make an EPIC haul of candy, we're gonna pull some AWESOME pranks, then we're gonna hit Nightmare Castle and win that trophy, and we're gonna make this the best Nightmare Night EVER!"

The CMC cheer was deafening. "Okay! Anybody have any questions?" Applebloom asked.

Nyx looked around. She raised a hoof. "I got one," she said.

"What is Nightmare Night, anyway?"

.... You could have heard a pin drop.