It was a small rental cottage, just on the edge of town. The ponies that lived there had only moved in a month or so prior. They kept their windows shuttered day and night. They kept to themselves, quietly paid their rent by mail, rarely went out, and after the inevitable "Welcome to Ponyville" assault by Pinkie Pie, never hosted any parties or had any guests. Today, though, their little house was bustling with ponies. Ponies who'd arrived by ones and twos, who spoke to nopony and who were ushered inside quickly and quietly.

They now sat together in the darkened house, twelve of them gathered around the table as Celestia's day waned outside. The leader of the group lit a candle in the middle of the table. "So the time has finally come," he said. "We've planned for tonight for months. Months stealing Spell Nexus' notes, gathering the components, infiltrating the workers at the castle. It all comes down to tonight. Is everything in place for the ritual, Agent Tau?"

"Yes, the components are hidden, the circle is laid out."

"Excellent. What about the target? Agent Beta?"

"I have a tracking spell on her; placed it while she was at school."

"Good. Agent Gamma? Do you have the disguises?"

"What? Oh, that's me. Uh... yeah..." There was a rustling of cloth as several bundles were passed out.

        There was a long pause as every pony examined the disguise they were given. "I thought I told you to get item #23, the Sinister Robes costume with the Featureless Mask" he said, clearly annoyed.

"C'mon, Sundae Sprinkles--"

"Code names only, Agent Gamma!"

"Oh, fine, Agent Alpha. C'mon, those things cost three times as much as these!"

"The fate of Equestria at stake and you're going to quibble over a few bits--"

"I didn't have enough! I had to go to the bargain bin to find something affordable!"

'Agent Lambda' put her hoof on 'Agent Alpha's' shoulder. "Really, Dear, it isn't all that important. These will do the trick...."

'Agent Alpha' sighed. "Fine. Whatever." The circle of conspirators donned their disguises. They were now a circle of twelve ponies dressed in cheap hooded ponchos and stiff cardboard masks. "I hated these things as a foal," one agent muttered.

"Trade you the clown mask for your 'Welcome Back Trotter'..."

"Dear," agent Lambda said hesitantly, "Are we-- are we sure about this? Is this really necessary?"

'Alpha' frowned behind his Spider-Pony mask. "I know, dear. But this has to stop. Three times before, Equestria--- the whole world--- has faced this thing, only to escape by the skin of its teeth. And all three times, it has escaped justice to threaten us all again. Our rulers are compassionate, but this time they have let their compassion blind them. We have to take this into our own hooves." He put his hoof down on the table.

"Tonight, we finally destroy Nightmare Moon!"

"Um, I don't want to be a bother or anything. But. Um. Is there any possible way we could get to the castle early? Like, um, before dark?"

This from the buttercup yellow pegasus fluttering by the salon door, where they had convened for the final fitting and to prepare for the ball. It was the fourth time Fluttershy had asked everypony this in the past half hour and even Rarity was finding it trying. "Oh, honestly Fluttershy. We will get there safe and sound, I promise you. We'll all go together-- we just have to finish getting ready before our dates arrive to pick us up."

Since the moment Rarity had learned about the masquerade ball, she had basically commandeered the whole outing. She had steamrollered the other elements of harmony into letting her handle all the details. Her motivations were simple and clear...although the ponies of Ponyville would all be there, so would a huge portion of the Canterlot upper crust, and Rarity had learned the hard way twice over that her friends, dear as they were to her, did not have the tiniest twinkling clue as to how to behave around high society. She was NOT going to go through another Grand Galloping Gala disaster, and the best way to prevent that was to put her hoof down right at the start. She had finessed her way into handling all the little details this time: designing their costumes, arranging the transportation, even going so far as to threaten to select dates for them if they found none themselves (which, in point of order, she ended up doing for several of them.) She had, with the aid of Big MacIntosh and Granny Smith (who darned well wanted great grandchildren before she keeled over), forced Applejack to leave both work and her apple treat cart at home for once so she could pay attention to her date, and had threatened hideous retribution on Pinkie Pie if she attempted anything resembling a 'stage dive' or even thought of bringing her Party Cannon.

Beyond that, it had been surprisingly easy to get the others to go along with her plans. It was making Rarity a bit suspicious. "Tell me, Fluttershy dear," she said casually. "You normally spend Nightmare Night shuttered up in your little cottage. Even I'm surprised I managed to talk you into coming...."

Fluttershy landed and pawed the floor bashfully with one hoof. "Yes, I do. But.... even safe at home all curled up in my bed, with all my little animal friends around,  it isn't.....very much fun. And it's kind of lonely, too. I figured that it might be okay, just this once, since we'll all be together, and inside a nice safe palace... just this once." She dimpled into a smile. "Besides, it's kind of hard to be scared of Nightmare Moon when you've babysat her a few times." The others laughed at that.

She didn't mention that "Nightmare Moon" had been by her place earlier that week, and had shamelessly exploited her big wide dewy filly eyes when Fluttershy had fearfully admitted to planning on backing out. "But then you'll miss out on the party," Nyx had said. "And Mommy would be really sad if you didn't go, and...." Fluttershy had folded like wet toast.

"Ah'm more surprised at these two," Applejack said from the hooficure bench, pointing at Rainbow Dash and Pinkie Pie. "Ain't you two gonna miss out on prankin' an' trick or treatin'?"

Dash was lying on her back as Aloe shampooed her mane. She gave Applejack a grin and a wink. "Already taken care of, heh," the pegasus said. "Got a super cool awesome idea from a book I read."

"You read a book?" Rarity blurted out.

         Rainbow Dash scowled at her. "Yeah, I read a book--- anyway, Pinkie and I went ahead and set up all sorts of pranks all over town in advance," she said proudly.

"Well whut's th' point in that?" Applejack said. "Y' won't be there to see it..."

"That's the cool part," Rainbow Dash said. "I wired all the pranks with cameras. When somepony trips a booby trap, It'll set off a camera and take their picture just as it happens! I'll have a whole Nightmare Night photo album of funny pictures to enjoy the whole year. It'll be awesome!"

"And anyways, Trick or Treating starts two whole hours before the party at the castle does!" Pinkie exulted. "That's still lots of time for trick or treating, not as much as normal but there's cake and punch at the party so that kinda makes up for it but I'm STILL gonna get in LOTS of trick or treating this year before the party...."

"That would explain why she's dressed as a banana," Applejack said.

         It was true. Pinkie Pie was currently wearing an enormous banana costume. Only her face and legs were showing through the holes. Without warning she zipped across the room. Applejack suddenly found herself nose to nose with the pink pony. Pinkie bugged her eyes out at her. "Tell me.... do you like, mmmmmBANANAS?" She grinned, smushing her nose against Applejack's.

"Ah refuse to answer that on th' grounds it maht incriminate me," the farmpony said. "Git away." Pinkie giggled like a loon and bounced away.

"Am I the only one disturbed by the fact that we did NOT find her garb unusual?" Rarity asked.

"She once spent all day dressed as a bale of hay," Dash pointed out. "A bale of hay with Groucho glasses. Wearing a shirt and hat."

"I'll give you that one," Rarity said. She looked out the window; the sun was just about to set. "Oh do go on, Pinkie--- just be back in time for Twilight and I to do the final touches on your costume." Pinkie bounced into the air in glee and took off. There was a streak of yellow, the front door slammed and she was gone. "Come on Twilight, what's taking so long? Put on your costume and come out so we can see you!"

A voice came from behind the modesty screen. "I will, as soon as you tell me where the rest of it is," Twilight said sarcastically. "What happened to it??"

"Oh a little nip here and a little tuck there, darling." Rarity smirked. "Why, a little too racy for you?"

"This thing isn't racy, Rainbow Dash is racy. This is outright scandalous!"

"Heh.... hey, wait a minute--" Rainbow Dash said. She threw a towel around her mane. "That better be a PUN, sister--"

"Oh you know what I mean," Twilight said. Nothing irritated her like clever wordplay falling flat. "I can't go out like this, what would Ink Spot think if he saw me like this?"

"Whut're you worried about?" Applejack said, amused. "He's already seen ya nekkid."

"---AAAgh!"  

The girls all laughed mercilessly. "Oh, do come out dear, the night's a-wasting," Rarity said.

"All right, all right," Twilight said. She stepped around the modesty screen. "Well?"

"Oh, Twilight, you look wonderful," Fluttershy breathed, clapping her hooves together. She was quite right. Twilight was a vision in midnight and silver. Her mane was done up by Aloe and Lotus in a ballerina bun at the base of her neck. Her back hooves were shod in slippers of sparkling indigo, trimmed with silver filigree. Thin anklet chains of silver and indigo gems hung around her forehooves. Her masquerade mask was of the same make, butterfly shaped, sweeping up at the corners into long, gracefully arced antennae. The "gown" itself was a tribute to minimalism, more of a 'little black dress' in size than a ball gown. It was dark midnight with indigo sparkles. It wrapped around the back of her neck and crossed under her barrel, leaving her shoulders and back bare almost to the root of her tail before flaring out into a translucent ruffled skirt that just--- and only just!--- covered her Cutie Mark. Nyx's pendant hung around her neck, shining like an indigo star; matching earrings that only heaven knew how Rarity had procured dangled from her ears.

"Whoa. You sure you don't wanna borrow my baseball bat, Twi?" Rainbow Dash teased. "Inky gets a look at you, you're gonna have to club him senseless to keep his hooves off ya!"

"Rainbow...!" Twilight flushed.

"Oh don't mind her, dear," Rarity said. "She only seems to pick stallions who are desperately uncouth." There was a cough from Dash's corner that sounded suspiciously like 'PrinceBlueblood!'  Rarity ignored her. "Come on, dear, add the final touch."

"All right, then," Twilight said. She closed her eyes and began to concentrate. The tip of her horn began to glow, dimly at first, then rapidly brighter. A ribbon of glittering light began unfurling from the end of her horn, spiraling out and around her as she rose up off the ground, wrapping her in a cocoon of light. There was a brilliant flash.

"Well? How do they look?"

The others blinked the spots out of their eyes- and gasped. "Sakes alive," Applejack said, getting to her feet. "They're even purtier than they were the first time y'all did this."

        Surprised, Twilight opened her eyes--- and realized she was now hovering, or more accurately fluttering a few feet off the ground. She hiccuped in surprise and dropped to the floor, stumbling a bit, and looked back at her new wings. Two enormous swallowtail butterfly wings now sprouted from her shoulders. They were transparent as stained glass, and faded from dark indigo at the edges to a rich, deep blue near the roots. Tiny glittering sparkles dusted them, making it look as if she had wings cut out of the midnight sky.

"Oh, the Ulysses Swallowtail," Fluttershy said. "A very lovely butterfly. I hope my wings are as nice..."

Rarity squealed in glee, clapping her hooves. "We are going to out-dazzle everypony there!" she said. Sounds of agreement went up all around.

"Say, Twi, aren't you getting ready a little early?" Dash said. "The ball isn't for another two hours, after all..."

"Well," Twilight said, blushing and pawing the floor with one hoof. "I'm going to be going out a little early too. It's Nyx's first Nightmare Night, and I wanted to be there for at least some of it. That, and Ink Spot offered to walk us both around town while Nyx and the CMC are trick-or-treating." A chorus of 'oooOOOooo's' went up. Twilight blushed even more.

There was a knock at the door. Fluttershy went to answer it. "Who is it?" She said timidly.

"It's Ink Spot," Came the answer. "May I come in? I'm here to pick up Twilight."

Fluttershy smiled and opened the door. "Goodness, you're just in time to---" She stopped in mid sentence, eyes round as saucers. "Excuse me a moment." She hastily shut the door and leaned her back against it....

And let out the loudest, most un-Fluttershylike shriek of laughter anypony there had ever heard. The others nearly jumped out of their skins. "Sakes alive girl, what was that for?" Applejack said. No answer was forthcoming; Fluttershy just sat there, hooves crammed against her mouth, eyes dancing with glee. She frantically struggled to control herself for a moment, then giggling fit to bust, got to her feet.

        "Come on in, Ink Spot," she said, opening the door.

"Um, quite," the stallion said, stepping inside. "I say, what was all that--- oh my." He and Twilight locked gazes, then looked one another over. "My word..."

The reason for Fluttershy's outburst was clear. Twilight's date for the evening was wearing a pith helmet, khaki shirt and shorts, a monocle and a ludicrously enormous mustache that covered half his face... and an enormous butterfly net strapped across his back. Strapped to one hip was a book titled "Field Guide to Butterflies."

There was a moment's silence. Then Ink Spot said the only thing he possibly could:

"Heavens, I think I'm going to need a bigger net."

The room exploded with laughter.

When the laughter finally died down, Ink Spot grinned and tipped his pith helmet to a madly blushing Twilight. "Shall we go, my lovely lepidoptera?' She dimpled and nodded. They walked out the door side by side.

Rarity was all but bouncing with glee. "Ooooo tonight is going perfectly," she said.

Applejack chuckled wryly. "Yup. All that's left is to wait for things to fly to smithereens."

"Well that's not very positive," Fluttershy said.

Applejack chuckled again. "C'mon, y'all. This is us, here. We've done this two-step often enough to know the other hoof has got to come down sooner or later. Ain't nuthin' we ain't gone through before, and it ain't hurt the fun none." Aloe and Lotus had finished braiding applejack's mane and tail. She got to her feet and gave Rarity a suspicious look. "Now, Ah know you wouldn't go and 'spice up' the rest of our outfits like you did Twilight's, now would you, Rarity?"

Rarity stuck out her lower lip and gave Applejack the most insincere innocent look of her life. "Oh now you wound me, Applejack," she said. " I may have altered a bit here and there--- and I did have to make them all more or less match, didn't I?" She started chivvying the farmpony back behind the screen. "And as if it would be the worst thing in the world to look appealing for the nice young stallions at the party. Come on now, we all want to be dressed and ready for Twilight to return and give us our wings...."

Applejack's eyes widened in alarm; of the six of them, she was second only to Rainbow Dash in dreading being 'gussied up' and girlified. She braced her feet to no avail. The tiles gave no purchase. She was skidded across the floor and behind the modesty screen by an iron-willed Rarity. "Now hold on there, Sally...."

Rainbow Dash cackled as Applejack disappeared behind the screen. Rarity's head reappeared. "Don't laugh too hard, dearie," she said, giving Dash a malevolent smile. "You're next."

A hunchback and an owl stood outside a library door. No, that wasn't the opening line to a joke, that was how Spike was spending the start of Nightmare Night. He tapped his foot impatiently and glared up at Nyx's window. "C'mon, Nyx, the guys are gonna be here any minute--"

"Okay, okay, I'm coming," Nyx called out. She had taken a few minutes to find Mom's copy of "A Brief History of Time" and put its carry-strap around her waist; it turned out Dinky hadn't wanted it after all. She grabbed her trick-or-treat bag--- an old cloth bookbag Mom had given her---climbed out her window, closed it behind her, and jumped.

Spike gave a strangled yelp, but the little alicorn fluttered safely to the ground. "Don't do that to me," he said angrily.

"I have wings you know," Nyx said sarcastically.

"Yeah, right, rub it in," Spike grumbled. He took a second look at his 'sister.' "Whoa, cool costume!" he said. Owlowiscious hooted an agreement.

"Thanks," Nyx said, preening a little. She had made good use of her time, scrounging through Mom's old vintage clothes (and a few penny-shopping trips to the vintage clothes store, and Rarity's piles of old discards....) She was wearing a sleeveless leotard of pale, moon blue cloth that glittered faintly in the lamplight, and a frilled skirt of transparent white cloth.  Her back feet were shod in matching pale blue boots with a flared  'buccaneer' top (one of Rarity's old castoffs from when she was a filly... When Nyx had found them, Rarity had referred to them as "simply dreadful" and given them away.) Her front ankles were adorned with several GimCrack Trinkets brand Ever-Glo bracelets(tm), and a matching Gimcrack Trinkets brand Ever-Glo pendant necklace(tm) hung around her neck--- a pale blue glowing disc on a faintly glowing cord. She wore two white eighties-style belts wrapped around her waist; from one, on her left hip, hung her mother's travel-handy copy of 'A Brief History of Time.' From the other, on her right hip, hung her mother's ever-running hourglass, the trickling sand glowing faintly in the moonlight. Her normal hair barette had been replaced with a plain tiara, with the center gem replaced with a wristwatch face and glass she'd saved from Mr. Tock's trash bin. They too glowed--- thanks to the glow in the dark sticker she'd put behind them.

She looked, in her opinion, very future-y.

"So you're.... supposed to be some sort of ..... time princess?" Spike hazarded.

Nyx nodded. "Pony from the future, but close enough," she said. She pointed a hoof at Spike. "And what's your costume? Oooh, Quasimodo?"

Spike looked down at himself. He was dressed in raggedy peasant's robes made from a burlap sack and tied at the waist with a length of rope. he had an enormous hump on his back, and a mossy looking wig sitting on his head like a depressed bird's nest. "Not exactly," he said. "Snips, snails and I are going for the theme costume prize. We're doing 'Frankenpony!' Muwuwuahahahahah." He cackled and waved his claws. Nyx giggled. "Snips is gonna be the monster, Snails is gonna be the mad scientist.... you can guess what that makes me."

Nyx giggled. "I don't know, but I bet you have a hunch," she said. Spike groaned and facepalmed. Even Owlowiscious facewinged. "Oh come on, it was funny---! But what about Peewee? Is he going to stay here by himself?"

Spike shook his head and peeled back the patch on his hump. Underneath the cloth, it was actually a wicker birdcage with a little nest in it, and Peewee sleeping comfortably. "I was gonna make it an extra storage space for more candy, but I decided I didn't wanna leave Peewee all alone," Spike said. He pulled the cloth back in place. Peewee cheeped sleepily and was still.

"Oh, hey, here they are. Hey Guys!" Spike waved at two colts trotting their way. It was Snips and Snails all right; Snails was wearing a white lab coat, black rubber boots, and a pair of goggles pushed up on his forehead; Snips was wearing a square Frankenpony forehead, and bolts stuck on either side of his neck. he was dressed in a brown suit five sizes too large that was padded out with newspaper and looked as if it had been cut apart and crudely stitched back together. All four of his hooves were shod in enormous workboots that made him stand almost as tall as his lanky friend. "Hey Spike, Hey Owlowiscious, Hey Nyx," Snips said. "You guys ready to go trick or treating?"

Spike laughed. "You'd better believe it! Or should I say 'Yeeees, Marster," he groaned, lurching over to Snail's side.

Snails hyucked. "Yes, my loy-yal aysistant Eeegor! It is time to fetch thee brains! "

"Oh yeah, I forgot!" Spike ran back indoors and came back out carrying a shopping bag in one hand--- and a jar tucked under one arm. It was full of liquid, and inside was something pink and squishy that sloshed around in the fluid.

       "That isn't a real brain is it?" Nyx said, pointing a hoof in alarm.

"Nah, it's made of rubber," Spike said. "I bought it at the joke shop and stuck it in a jar full of water. Still pretty cool, huh?"

"Ooh wait I got an idea--- " Snips began fishing around magically through his costume. He pulled out two or three plastic tubes. "Open the jar and pour out the water." Puzzled, Spike complied. Snips broke the tubes in half and poured the liquid from the tubes in on the still wet 'brain.' "Okay, cool, now close it up and shake it." Spike popped the cork lid of the jar back in and shook it; the oozing liquid dribbled all over the brain began to glow with a sickly green light. "Wow, cooooooool," Spike and Snails said, staring entranced. "Now it looks all Mad Science-y," Snips said.

"What were those things?" Nyx asked.

"Glow sticks," Snips said. "My mom wanted me to use 'em so we didn't trip over nuthin' in the dark. And... well... This way, we still are," he laughed. He was right; the brain in a jar was now glowing brightly enough to serve as a lamp on it's own.

"Yeah, and it's all glowy and slimy and cool looking too," Spike enthused. He hefted the jar. "Not to mention lighter." He tied a length of twine around the neck of the jar and dangled it from one hand like a lantern.

"It's true, I, am a genius," Snips said smugly.

"Yah, it's too bad we don't have more glowy paint or nothin," Snails said. "then we could put it on my mad science coat and say it was Monster Brain juice or somethin'."

"Or put it around Snip's Frankenpony scars and say it was oozing monster blood," Spike said enthusiastically.

        Nyx rolled her eyes and stuck out her tongue. She'd been an alter ego to a thousand year old cosmic princess and the reincarnation of an evil magical queen, and a grade-school filly too, and through all that there was one thing she had learned for certain about the Universe: boys were gross.

"You wanna go trick or treating with us, Nyx?" Snails asked suddenly.

Nyx shook her head. "No thank you," she said. "I'm waiting for the other Cutie Mark Crusaders to pick me up."

"Oh, what're they gonna pick you up in?" Snips asked, curious.

Woiiiinga, Wooiiinga, Wooiiinga.

All three boys pricked up their ears. "What the heck is that?" Spike said, looking off into the dark. Whatever was making that noise was getting closer. Something large and oddly lit was rolling down the road from Sweet Apple Acres, headed their way....

Nyx looked where everyone was staring. "Oh, that's my ride," she said happily. "Hi Guys!" She hopped up and down, waving.

Woiiiinga, Wooiiinga, Wooiiinga.

There was enormous clatter of noise, a few more Woooinga noises, dozens of excited voices and a.... contraption.... pulled up in front of the library. Snips, Snails and Spike were overwhelmed with a jumbled impression of wheels, blinky lights, bobbly antennaes and clock faces. "C'mon, Nyx, hop on! We're gonna be late for the start of Trick or Treats!"

"hey, neat costumes y'all!"

"Yeah, I really like your brain!"

"Uhhh, thanks?" Spike said.

Nyx happily climbed aboard the confusing thing. "Come on, Owlowiscious, let's go!" The owl hooted and flapped over to perch on a fairly secure strut. "See you later Spike, Snips, Snails! Happy Nightmare Night!" The contraption began to roll off, leaving three gawping young Ponyvillians in it's wake.

Snips, Snails and Spike stood there staring for a moment, jaws slack, Spike clutching his forgotten brain in his claws.

Snips snapped out of his stupor first and took a couple of steps after the departing Cutie Mark Crusader Contraption. "Hey, wait!.... Can we get a lift?? awwwww....."