"What a HAUL!"

Close to two hours had passed, and the fillies and colts of Ponyville had been busy as heck.  There wasn't a foal in the village who wasn't loaded down with a bulging sack of sweets and treats of every description. The Cutie Mark Crusaders were hauling an especially large bounty: their combination of speedy transport and ruthless candy-begging efficiency had let them hit nearly twice the houses of any other group of foals. They had finally stopped and were taking a few minutes to survey their loot.... much to Twilight's relief.

"Oh good heavens, It must be getting close," she fretted. "Does anypony have the time?"

The CMC, her daughter included, all stopped counting candy and stared at her. They looked at each other. And smirked. "Hmmm, geee, I dunno... Do you know what time it is...?" "Nuuh, I dunno.... How bout you?" "Naaaaahhhh...." Accompanied by much waving and poking at and holding to the ears of various wristwatches, pocket watches, and alarm clocks. "hmmmm...."

Ink Spot nearly choked on his mustache.

"Funny. Very funny," Twilight said to the giggling foals. Ink Spot took pity on her and showed her his watch. "Oh my goodness! I have to get back to the salon and finish casting the costume spells on the others...." She gave Nyx an affectionate nuzzle. "Now will you be okay by yourself....?"

"Mo-om," Nyx rolled her eyes.

"Okay okay," Twilight relented. "Just stay with the others, once the storytelling is done they'll take you all up to the castle for the haunted house--- take Owlowiscious with you--- I'll meet you at the castle later..."

"Okay, Mom, go, you're gonna be late," Nyx said, pushing her mother towards Ink Spot. Twilight laughed awkwardly and gave in. "Goodbye, sweetie, I love you!" she called over her shoulder.

Nyx waved. "I love you too Mom!"

"I wuv oo too, mummy," a mocking voice sniggered behind her. A pair of fillies laughed. Nyx twirled around; yes, who else would it be but Diamond Tiara and Silver Spoon. The two brat fillies were walking down the far side of the street; they were both made up in expensive princess costumes, complete with jewelry and tall conical hats and fluttering veils. The dresses were fine enough to be real silk, and Nyx had the aching suspicion that the jewelry wasn't all costume either. They were both standing there, snickering behind their hooves at the CMC and Nyx in particular.

Scootaloo stared down at them in disbelief from the crow's nest on the time machine. "Good grief, do you two have cue cards or something?" She said.

"Nah, it's magic," Applebloom said. She was down in the bottom of the time machine, tightening a bolt. "All it takes is fer me to think it's a nice day and they pop up like a case o' the measles."

Tiara humphed and tipped her nose up. "Ignore them, Silver Spoon," she said. "It's the best you can expect from a bunch of---"

"Blank Flanks," droned the entire CMC together, mimicking her. She stopped midsentence and scowled. The Crusaders giggled at her expression. "Really, Diamond Tiara," Scootaloo said. "You two need to get some new material."

"Yeah, I got a Chatty Cathy doll that knowth more lineth than that," Twist said. Everyone laughed.

"Oh? Does she say 'Sister Sally Sitting on a Thistle?' " Tiara smirked. Twist's grin disappeared like it had dropped off her face.

         "Yeah, I figured that'd make you 'Thut up,' " Tiara said. Silver Spoon laughed. Tiara started walking around the Crusaders and their Time Machine, pretending to look them over. "Oh well, the same old Cutie Mark Crusaders, year after year," she said, letting out a tragic sigh. "a big bunch of raggedy runts---" Dinky cringed and Pip bristled---" crybabies, bedwetters---" Truffle bit his lip and flushed but said nothing--- "blank flanks and poor-house nobodies...." She shook her head in mock pity. "A tragedy, really."

"And look at them--" she pointed a hoof. "They had to go dumpster diving just to make their costumes, and ride around all night in a trash box...."

Tempers among the Crusaders flared, but nobody did anything. It was a dirty rotten deal, but the colts couldn't do a thing because you didn't hit girls--- and the fillies couldn't do anything because girls shouldn't fight. The two little weasels knew it, too. No matter what they said or did, if anyone laid so much as a hoof on either of them, all they had to do was run crying to their rich daddies and the hammer would come down.

Nyx stepped forward. Most times Diamond Tiara and Silver Spoon's taunts and jibes just rolled off. Most times. But today, she was on edge from getting so little sleep, and from the fretting worries that nagged the back of her mind, and she just wasn't in the mood to shrug off the spoiled brats and their nasty cutting remarks. She didn't have any clever words or jabs. She never did, really; she wasn't good at them. She just gave up and kept it simple. "Leave us alone, Diamond Tiara," she said.

"Make me," Tiara smirked.

Nyx glowered and stepped forward again. "Leave us alone, Diamond Tiara," she  said again. Her voice had taken on a tinny echo;  Nyx realized her horn was glowing faintly. To judge by the fear on Tiara's face, she had noticed it as well. The spoiled earth pony and her toady took a step back. The air grew thick and heavy.

Nyx hastily snuffed her magic, shuddering a little. No, she was not a bully. She would not go down that path.

Tiara sniffed, regaining some of her arrogance. "Or you'll what, Phony Pony?" she said.

Nyx started, taken aback "Phony Pony?"

"Yeah, Phony Pony," Silver Spoon said. "Everyone knows you're not really a filly. You're just pretending so you can get away with everything you did."

"Yeah," Diamond Tiara said, looking at Silver Spoon, a cruel smile spreading on her face. "You're not even a real born pony. My Dad knows Spell Nexus, and he said that you were nothing but a--- a glob of magic shaped like one!"

Nyx felt icy chills run down her body. The accusation, foolish as it was, cut so close to her fears that she could feel it bleed. She cringed back, eyes wide with hurt, wings flared. "I am too a real filly," she said, angry and hurt.

Tiara saw her opening and went in for the kill. "Oh really?" she taunted.  "Prove it! When's your Birthday? Who's your Mom? your REAL mom, the one who had you in the hospital? Who's your Dad? You're just Nightmare Moon in a filly suit. You're a fake!"

Rumble stepped up next to Nyx. "Shut up, Diamond Tiara," he snorted. "You two are the only fakes around here." He put himself between them and Nyx.

Diamond Tiara glared. "Hmph, you'll see. Someday she'll turn right back into Nightmare Moon, and then you'll be sorry you didn't listen to us."

"SO?" Rumble said. "She DID turn into Nightmare Moon, and she was still nicer than you two. Ignore them, Nyx," Rumble said, pressing his side into hers for support. "They're just jealous because Daddy couldn't buy them a real personality."

There was a collective 'oooOOOooo BURRRRRN' from all the foals. Tiara's face turned red and puffy with anger. "Come on, Silver Spoon," she said, turning on her heel. The two flounced off down the street.

"Awww, don't go away angry, Diamond Tiara," Scootaloo called after them. "Just go away." Everyone laughed. The two earth ponies obviously heard; they simply flounced all the more. They headed for the last house on the street, obviously planning on trick or treating just a bit more... at the last second Nyx recognized one of Rainbow Dash's "hidden" cameras in the bushes. Despite herself, she tried to warn them. "Tiara, SilverSpoon, look out--!"  

The two earth ponies pretended not to hear her... and consequently walked right into the trap. There was a volley of tremendous bangs as a dozen confetti cannons went off in the bushes around them. Diamond Tiara and Silver Spoon shrieked in panic as they were showered with confetti, streamers and glitter. "Ahhh, my HAIR!" Tiara wailed. There was a bright flash from overhead; Dash's automatic camera had captured the whole scene.

The Crusaders howled.

Tiara spun around scattering glitter and streamers everywhere and glared at them all. "You rotten little Blank Flanks--" Another volley of confetti cannons went off right behind her and Silver Spoon. The two girls shrieked and ran for their lives.

Half the CMC ended up rolling in the street, kicking their feet and laughing helplessly.

Rumble leaned against Nyx. "Couple of dummies," Rumble said. "Ignore them, Nyx; they don't know what they're talking about.... As if they ever did."

For some reason Nyx felt her tummy go all fluttery as Rumble pressed his shoulder to hers. Cheeks warm, she turned her head and kissed his cheek. "Thank you," she whispered. His expression was priceless.

Several of the CMC saw what happened; there were giggles and coos, and not a few (Scootaloo most notable) making gagging noises. None of it erased the smile and blush off Nyx's face, or the goofy grin off Rumble's. "Okay, lovebirds," Applebloom said, "git back on board, everyone, we're gonna be late!"  There was a rush for the Time Machine. Truffle gave Rumble a poke in the shoulder. "You okay, Rumble?" he asked curiously.

Rumble nodded and hiccuped.

It was Dinky's turn at the wheel. She took the seat behind the huge clock at the front and took the wheel. "Ready to roll!" she shouted. "Which way is downtown?"

"That's easy," SweetieBelle said, pointing down the street where Diamond Tiara and Silver Spoon had run. Confetti and glitter shone in the streetlights. "Just follow the Trail of Fail." There was a shared laugh, and they all began pedaling and flapping, powering their way down the street and towards Town Hall.

"Almost done in there?"

"Not even close! Just stay outside, Ink Spot--- Rarity and I need elbow room for this!"

Twilight and Ink Spot had returned to the salon, just barely arriving before a certain fourlegged banana raced past them and in the door. At Twilight's urging Ink Spot had stayed outside while Twilight went in to cast the flutter-wing spell on her friends and help Rarity get them into their finished costumes. A considerable time had passed since then, with a good bit of commotion and occasional surges of magical light flashing through the salon's shuttered windows. Ink Spot had found himself waiting outside with a small circle of other costumed stallions.... the other bearers' dates for the evening, he presumed. They idly introduced themselves and tried to make conversation, but it was obvious everypony's attention was elsewhere--- specifically the Salon's front door.

There was a fifth and final swelling burst of light. Twilight stepped out the door of the salon, smiling confidently. "Gentlemen, may I present your dates for the evening," she said with grin.

The first out the door was, to everyone's surprise, Fluttershy. She of course took one look at the circle of stallions staring at her, meeped, and vanished back inside. There was a brief commotion inside, and the sound of someone whispering furiously that if she did not get out there and meet her date for the evening, the speaker was going to bite her. The terminally bashful pegasus made a hasty reappearance, scurrying out the door with her rear tucked in as if she expected a bite to the cutie mark at any moment.

She wore a simple one-piece outfit much like Twilight's in cut, save it was more vividly spangled and colored the same rosy pink as her mane. The shoulders and collar were trimmed in a thick collar of soft yellow featherdown that covered her shoulders and fluffed around her cheeks like a mane; the skirt lightly trimmed in the same. She wore pink slippers on all four feet with a pom pom of pink fluff at every toe. Her mask was spangled and pink, but rather than thin antennae two broad, elegant pink peacock feathers arched back over her head. Her wings were powder-puff pink, with a broad band of soft yellow.

"Ohh, a Rosy Maple moth," someone said. "It really really suits her.... erp!" The others began pushing the speaker forward, till finally a very nervous and flustered Caramel appeared. He was dressed as a gypsy rogue, complete with a red bandanna on his head, buccaneer boots, a poufy-sleeved shirt and a tambourine at his hip, and he looked almost as nervous and bashful as Fluttershy did. He lowered his head and rubbed one hoof against the other, blushing. "G...gee, I wish I'da known, I coulda come as a gypsy MOTH... heheh...."

Twilight kept her hooves crossed. Fluttershy blushed, meeped.... and smiled. She took a timid step toward the awkward farmpony. "That's okay," she said quietly. "You make a very dashing gypsy rogue..." Caramel turned beet red and grinned.

Fortunately before the D'awww meter could be broken, the irrepressible Pinkie Pie made her appearance. There was no helping it; in no reality anywhere would Pinkie be dressed as anything as slow and pokey as a butterfly. her dress was a strapless black and yellow number with an aggressively pleated skirt that flared out like a dandelion behind her. She wore knee high black stockings on her legs, and her mask was a simple wire frame with two pom pom tipped deely bobbers bouncing in every direction. Her wings were transparent bumblebee wings with golden yellow trim, and she buzzed out the door and circled the crowd like she was on a manic hunt for nectar. "Oh boy, so where's my date? Huh? Is it you? Is it you? I bet it's you--- no, you're not him, OH it's you-- oh, sorry Ink Spot," she said, putting the mustache back---

"I'm over here!" This came from a blue unicorn dressed in a rather snazzy green dragon costume. He trotted up, practically bouncing with as much energy as the pink party pony.

        "Pokey Pierce!" Pinkie said gleefully, buzzing over and rubbing noses. "There you are!"

"It's gonna be a fun evening--" Pokey said.

"You bet it is!" They nuzzled again.

"I wonder who's next," Ink Spot murmured to his neighbor.

The pegasus next to him--- Thunderlane, if Ink Spot recalled correctly--- chuckled. "Heh, your guess is as good as...whoa...."

Murmurs of approval and at least one wolf whistle greeted the next filly to exit. Much to said filly's discomfiture. "Ah swear Rarity, I don't know how, but ah'm gonna pay you back for this--!"

"Tell me that after the date, farm girl," came the reply as an unshod white hoof pushed the farmpony out into the light.

If the others had been done up like fairies, Applejack was more of a country pixie-- robust, freckled and fresh from the fields. her outfit was cornflower blue, and most resembled a trimmed down pair of  bib coveralls..... if coveralls came with pencil-thin straps and with the leg cut way up the hip. There were ruffles in pale blue hemming the hipline and the straps at the shoulder. She was unshod; Rarity had given up and plainly stated that no look other than "barefoot country girl" would do in this case. She was bareheaded; For once she'd been persuaded to leave her Pa's hat in safekeeping. Applejack's tail was braided halfway down its length, and her mane had been woven into a soft golden crown around her ears. Her wings were those of a translucent monarch butterfly, glowing her own golden orange. Her mask was a simple  thing with two wire thin antennae.

The fiery blush around her cheeks did nothing to diminish her charms. "Twah-laht," she whispered frantically. "Ah am NOT comf'tible with this! There ain't nuthin' to this outfit, and its cut clear up over mah cutie mark.... Ah cain't be goin' round tonight with mah date lahk this---"

Twilight smirked and took a moment to savor the schadenfreude. "Aw, wassamatter, Applejack?" She murmured back in an atrocious imitation of the farmpony's accent. "He's alreddy dun seen y'all Nekkid---"

"Y'all are on mah list, Twi," Applejack growled under her breath. "Alright, who'm I gettin' yoked with for this shin-dig... tonight?" In response to her query a pale blue earthpony wearing a nearly universally recognizable black cape and pointed cowl stepped forward. "Uh, nice... BatStallion costume," Applejack said, looking him up and down. "Mind if I ask who y'all are?"

He grinned and said in a rather husky voice. "Bruce Mane." Applejack gave him a longsuffering look."No, really," he said, pulling his cowl back. He had a close-cropped dark grey mane and a fetching smile. "Bruce Mane. Of Trotham city? My family owns a line of stores in Trotham City.... along with a few other things. We purchase all our apple products from you."

Recognition lit up Applejack's face. "Oh, raht, ah remember you," she said with a smile. "Bought up five barrels of our cider and got in a bidding war with Filthy Rich over our Zap Apple Jam a couple years back!  Don't mind tellin' you, you got us out of a long dry spell there..."

"Well, after the Nightmare Moon incident, fresh produce was at a premium...." Bruce said. The two took to chatting. Slick move, Rarity, Twilight thought to herself. Got to give her credit where credit was due. Even if Applejack and Mr. Mane didn't hit it off, she'd have a better time at the masquerade this way. Poor Applejack would probably always rather talk shop than anything else....

The next one out left everyone stunned again. It was Rainbow Dash. Her sleek backless outfit started out sheer at the barrel, then tapered back over her legs in a surprisingly ankle- long sheer train. The cloth shimmered blue and green; her mane and tail had been partially dyed to match, mingling locks of blue and green, pulled into a french braid the length of her neck. Sheer slippers of the same shimmering blue-and-green adorned her feet, and a mask with two short antennae graced her face. Like Fluttershy and Pinkie Pie, the spell had taken its own course, and rather than butterfly wings she sported four long, graceful crystalline dragonfly wings that hummed-- no, trilled--- faintly as she hovered overhead.

"Bluetail dragonfly, I presume," Ink Spot murmured.

"oh yeah, we're gonna knock 'em dead," Dash said. "You ready to go, Thunderlane?"

The grey pegasus pony stepped forward with a lopsided grin, his gold praetorian armor clanking. "Ready as I'll ever be," he said.

Twilight blinked. "Dash and Thunderlane?" she asked aloud.

Thunderlane shrugged. "She asked real nice," he said simply.

"And finally, the evil mind behind this whole evening...." Twilight said, gesturing to the door.

Rarity stepped out. her hair was done up much as it had been at the Grand Galloping Gala, all that time ago. her mask was studded with white diamonds. A stiff white collar stood up around her neck, the swooping line just brushing her cheek and clipped in a diamond and sapphire brooch at the base of her throat. Her dress was backless, but with a far less sheer fit than any of the others, layered in sparkling indigo cloth that started at the point of her collar, went under her barrel and gathered at the point of her hip in a diamond cinched belt, then formed a layered and pleated skirt that hung down to just above her hock. her slippers were studded with white diamonds as well. Whatever governed the flutterwing spell had apparently flipped through all the lepidoptera guides, thrown its metaphorical hands in the air, and given her the wings of a monarch butterfly---- a monarch butterfly with wings of the same deep violet as her mane and cut from clearest stained glass. She struck a pose on the front step, fluttering her lashes. "Fabulous, are we not?"

"Eeeyup." An enormous red pony in a tux, tails and top hat, wearing a cloak and a bone-white mask straight out of the Phantom of the Opera, stepped forward and offered Rarity a hoof.

"Thank you, Big MacIntosh," she said, accepting his hoof and stepping down off the stoop.

Applejack's jaw dropped. "You and mah brother?" she said finally.

Rarity looked at Applejack. "Honestly, Applejack, why not? He was so gracious as to ask me, after all." She leaned over to the bemused farmpony. "You do need to let him off the farm more often, dear.... Oh do excuse me, Macintosh..." Rarity stepped across the street to the Carousel boutique.

Applejack sidled over to her brother. "Please swear t' me you ain't gonna tell Granny Smith I went out on a date dressed like this---!"

Macintosh grinned. "Eeeeeenope."

Applejack squeaked in dismay. "Oh lawsy, kin you imagine what she'd say---?"

Macintosh's grin spread wider. "She'd want to know why she ain't got no grandson-in-law yet, if'n you're out and about like that...."

Applejack gave a strangled squawk and slugged Macintosh in the shoulder. Hard. Totally worth it, the stoic stallion thought to himself as he felt the bruise swell under his sleeve.

"Well, that's that," Rarity said. "Just had to lock up the Boutique. Well then--- shall we be on our way?"

There was the sound of clopping hooves and jingling traces behind them. Everyone turned to see six carriages, each pulled by a pair of Luna's royal night guards, pulling up in front of the boutique. "Courtesy of her majesty Princess Luna," one guard said. "For the Elements of Harmony and their accompaniment for the evening."

"Now that's style," Rarity said.

"Now that's timing," Pinkie Pie retorted.

"I'll have to remember to thank her," Twilight said, relieved. She had not exactly relished the thought of the walk to the Lunar Palace. "All aboard?"

In short order the ponies and their dates were piled aboard the carriages. "Off to the Masquerade!" Rarity cheered. With a whinny and a clatter of hooves, they were on their way.