3

Applejack’s vigil was what kept Twilight from panicking. She knew, up on her tree-library’s balcony, her rustic friend was watching the goings on outside closely. If something new or dangerous happened, Applejack would know. If there was anything that could be done about it, Twilight would be called for and then she’d handle it. If her head wasn’t buried under a pillow, somepony may have heard her whisper to herself that “Everything is fine, everything is fine.”

The situation had deteriorated as the day had died. The eerie, empty silence of noon had given away to the mists and strange noises that none of the townponies had found any source for despite much searching. Hours had passed like, with the sun in full retreat. The sounds of hoofsteps had sounded from nowhere when nopony was moving and then fallen silent.

Twilight found the off-and-on again noise too much to handle by itself, but the mist had been what finally drove her inside along with most of the other ponies in town. As the light grew weaker, mist had formed around the wounds in the earth, bubbling out of the eldritch Voids and pooling in the streets. The mist was cold, and everything it touched was cold. Carefully, worriedly, she and Rarity had used their magic to board up the windows of the library as other ponies did their best to block up the space under the doors. So far, none of the mist had gotten in, but Twilight couldn’t help but feel as if it would just keep boiling out of those awful holes in reality until it smothered everything.

She couldn’t look out the window, couldn’t lift her head to look down from her loft. She didn’t want to be proven right and see mist pooling below her on the floor, or look outside and see nothing but the vile cold stuff outside.

Hiding in here was awful. Twilight hated it so much that she had a hard time putting words to her feelings, but being outside was worse. She couldn’t go back out to the main room and have the eyes of almost thirty ponies, including her best friends, all on her from the moment she set hoof into their presence. She knew it was only natural of them: she’d always been the organizer, the direct line to the Princesses. It was only natural they ask her for advice and help, and before today that had never been a problem. In fact, before today, she had delighted in being the pony other ponies came to for help, from the Mayor to schoolfillies with book reports.

But always before she either knew the answer, or it was within her grasp. Never before had so many ponies needed her knowledge about something she knew absolutely nothing about at all. She had nothing in her head, nothing in her books. As far as she could tell, nothing like this had ever happened before in a thousand years of Equestrian history.

“Twilight? Are you still in here…? If you know, if you want to, we thought maybe you could come back in here. Applejack said that she wanted to see you, if you have time of course! If you’re reading something important or doing magi-“

Twilight had already lifted her head out from under the pillow to answer before her shy friend had finished. “Fluttershy, I’ll come. Go ahead and tell Applejack I’m coming. I’ll… be a moment.”

The yellow Pegasus accepted this with a little nod and she retreated back through the door that led to the main chamber. Twilight looked down from her loft at the floor below and groaned. She didn’t want to face them, because she knew as soon as she did, they’d all expect her to know the answers to this quandary. She didn’t have any to give them.

She shook herself and after a few seconds of brushing to look presentable and not like she’d just spent the last hour hiding from the world, she slowly made her way down the stairs and back into the well-lit library’s main room and into the company of other ponies.

As she had predicted, everyone turned to look at her. Despite all of her wishes and inclinations to the contrary, she tried to smile and look back at them. She saw familiar faces all around her: Cheerilee, much relieved by the discovery that none of the fillies and colts in her class were gone; Rainbow Dash, fidgeting and impatient besides the main door; Rarity and her little sister Sweetie Bell, in the corner with Pinkie, talking quietly. The fact that Pinkie was not only quiet but relatively still almost made her pause in surprise, but somehow she managed to keep walking the seemingly endless walk all the way to the stairwell.

Applejack heard her coming- Twilight could tell from the way her ears flicked at the sound of the unicorn’s hooves trotting up the stairs. The earth pony didn’t turn or greet her at all, and Twilight felt the apprehension she’d tried running from all evening. Applejack wasn’t the kind of pony to…

The streets of Ponyville stole her breath away as they shut down her thoughts. She gaped at what the mists and the Voids had done to her home. Strange, silvery light shone out of the now thick mist which blanketed the streets over where Twilight remembered there being Voids. She could hear her heart hammering as she tried to speak, failing once before managing a soft whisper.

“Applejack… exactly when did the… glowing…?”

“A few minutes before I sent ya Fluttershy. I’m sorry, Twi, but I’ll be honest with ya and say I was distracted by ‘em so bad, I plum near forgot ‘bout ya for a minute.”

“I… can see why.”

“So, I’d reckon this is why the Princess wanted us all inside and together. Makes sense, I guess. What don’t make a lick of sense, Twilight, is why she let the sun go down at all if this was so bad. I don’t understand it.” Applejack was perturbed, and it showed. Her mane was a little frayed and her eyes seemed locked into a hard, alert stare running over everything before her.

“When Princess Celestia raises the sun, Applejack, it takes a lot of energy. A unicorn trades energy for magic power- like you trade energy for force every time you buck apples out of a tree.”

“But once it’s in the air, couldn’t she just, ya know, leave it there? Lettin’ it be night seems like more and more of a bad idea.”

Twilight shook her head, calmer than before now that she was explaining something. “No- it’s not something that would be wise or really possible. She doesn’t have to expend that much energy throughout the day, but the movement of the sun does put some strain on her. Her affinity for the sun offsets this, because the cost of maintaining the sun’s path is countered by the restored strength she derives from it. The sun moves on its own accord naturally, but not very fast. It tends to move in the direction we see it move day after day. Celestia simply keeps it going at a relatively brisk pace and regularly, as well as starting it on time. If she were to stop it, she’d be working against the momentum of an object the size of the sun, and after healing so many ponies and working nonstop to help keep Canterlot safe…” she let her voice trail off. Applejack seemed satisfied.

“I think I can understand that. Least ah think ah do. Still don’- Twilight, look, down the main street, three houses down. Quickly.” Her voice was lower suddenly, urgent. Twilight obeyed.

There, she saw it- movement in the mists. It was almost too fast and too small a thing to catch, but somehow she managed to, if only for a moment. “Applejack, I lost it. What is it?” her voice was tight, and she concentrated, looking wildly about.

“It kept goin’, into an alley. I don’t know what it is, but I have a feeling that we’ll know soon enough. Ponyfeathers, there’s another one. Ah have no- yes I do. They’re ponies, Twi. Ponies in the mist.”

Twilight shivered. “Nightmares?” she whispered, suddenly making a connection in her mind. “Oh Celestia help us, I know what’s out there now, Applejack!” she backed away from the rail, horrified, and began babbling.

“Celestia, Celestia… Nightmares, an old mare’s tale of horrors spawned from the nightmares of ponies, ghostly shapes that would look like ponies until you got too close or met one from your own nightmares. They come from the night and they bring mist and attack from all sides and… Oh Celestia…” she had trouble breathing now, and coughed. Applejack shook her.

“Calm down, Twi. Tell me slower this time. Ah need to know how to fight these things!”

Twilight tried to repeat what she had said, but movement from below stole both ponies’ attention away and what was down below made any explanation Twilight might have given irrelevant.

They were everything Twilight had imagined, long ago, alone in the Canterlot Grand Library after dark. It was a lone unicorn pony, eyes shining white, form strange and only partially defined, as if it were a painting or a drawing that had been smudged. The unicorn whinnied and reared up, and both the ponies on the balcony jumped back, frightened. From below them, Twilight could hear her friends and the others and knew the Nightmare’s cry had been heard.

“Twilight… I’ma go tell the others. Just… hold that thing away from us, ya hear? Use that horn of yours!” Applejack galloped down the stairs and Twilight was alone on the balcony, facing more pairs of eyes looking up at her, waiting as she was.

The difference was that while Twilight waited for the dawn, these things waited for the night to come in force.

Keeping Rainbow grounded was the hardest part the ordeal in some respects. The other pegasi holed up in the library wouldn’t have left it for all the bits in Canterlot, but Rainbow Dash needed air and space badly. With a threat (and a challenge!) just outside the door, inactivity was driving her mad. Twilight had made her Pinkie Pie promise to stay grounded. Under Pinkie’s watchful eye, a grounded Dash had looked out over streets and arrived at an opinion in about ten seconds.

“If we don’t try to scare them off or something, they’ll just surround us. They have all night and we have nowhere to go.”

Twilight nodded. “Yes, we’d come to that conclusion ourselves, though not as quickly as you did. I suppose we could find things to use as projectiles. From what I read when I was much, much younger, Nightmares are somewhat fragile. They can hurt a pony greatly, but great force, preferably a large blunt object, will dissipate them. Sharp things just go right through usually, so they’re not much help.”

“We got a whole library full of books, we could… Oh. Bad idea?” Rainbow retreated before the baleful glare the unicorn gave her.

“I have some junk in the closet downstairs, and I think there’s a broken chair we could use. If we can destroy one, perhaps the others will overestimate our ability to fight back and scatter.”

“Wishful thinkin’, Twi, but ah don’t have nothin’ better to try. Might as well.” The orange pony sat and sighed. “Just be quick, ya hear? All them walkin’ around down there makes a pony nervous.”

Twilight left her two friends and headed back downstairs. With the news of the new arrivals in Ponyville, the townponies hiding in the library were more fearful than ever, and much louder. Several asked in a confused rush what Twilight was planning.

“I have read about these creatures, everypony!” she told them, and they took the news gladly. She continued, “We’ll try scaring them off first. Nopony should be worried quite yet, we’ve not been attacked yet!”

“Yet?” more rumbling, more frightened than before.

“Calm down everypony, I promise you… just let me by, please, excuse me… I’ll be just a moment…” Twilight succeeded in reaching the closet and opened the door with a light touch of magic. Still, she feared the Voids outside and what they might do if they reacted to her use of magic. She took quick stock of what was inside: the broken chair (a small one, made for Spike by the town’s carpenter pony), a box that was empty but quite large, and a broom.

“Twilight, darling? Would you care to explain what it is you’re doing? We’d love to help,” Rarity spoke from behind her, and she turned to face her. Fluttershy and Pinkie flanked her on either side, and Twilight thought quickly what they could do.

“I know that the Nightmares can be fragile, like the mist they’re borne on. I’m looking for large blunt objects (that hopefully won’t break!) to magically throw. If I can cause one to dissipate, perhaps the others will retreat.”

Rarity nodded, considering this. “A marvelous plan, I say. I could help! I’m no magician or protégé, but I can lift things and move them!”

Pinkie, thinking, broke into a smile. “I don’t suppose assaulting them with cake would help?” The idea was rewarded with chuckles from her friends. Twilight was glad to see the pink party pony smiling and joking again.

“I don’t know, really,” she said when the laughter subsided. “But could you keep the ponies here calm? Cheerilee can help you, I’m sure her experience with fillies and colts in the classroom will be invaluable. There will probably be some scary noises outside, and you were the one who always told us to giggle at the ghosties.” Twilight smiled, wider than before, and knew that this was what Pinkie needed.

“I’m not sure you can laugh at these… but I understand, Twilight! Pinkie will do her best, and Fluttershy can help me! Come on, Fluttershy, you and Aunt Pinkimena have work to do!”

As the two ponies left, Fluttershy muttering something about being older with narrowed eyes, Rarity and Twilight collected some of the assorted nick-nacks from the library and headed back up the stairs to where Applejack and Rainbow Dash waited.

“Y’all’re in luck, Twi,” she said and gestured down towards the mist-devoured town. “See that one, middle of the road? He’s the brave one, nickerin’ at us and pacin’ every now and then. Think you can hit him from here?” Twilight thought about it, looking down at the Void which had almost surrounded her library tree nervously. She was still cautious about doing any magic outside of the relatively safe confines of her library, but she convinced herself that minor levitation wouldn’t be the end of Equestria. More than that, to be safe, she could give it a quick punch with her magic and let it fly unaided the rest of the way.

“Yes,” she answered finally, “I think I can. “

Twilight took a deep, nervously excited breath. She wasn’t used to throwing things in this way with her magic— most of her schooling had been in intricacies and detail work, more advanced things. She could do all sorts of different spells. Levitation itself wasn’t hard at all; all unicorns had levitation not long after birth, even if it was hard to control. She’d just not had much experience… fighting with it.

She lifted the broken chair, removing the slightly dangling, damaged leg. Idly, she wondered when she’d be able to get Spike a new one for him to use when she needed his help at night. Swallowing, she positioned it over her head and drew it back slightly, as a pony would when it threw a ball or something else with its mouth or hooves. It wasn’t necessary at all, but she found that it seemed natural.

Then, startling herself, she let it loose quickly. The chair sailed through the air, and the Nightmare seemed startled, and by the time it had recovered and moved, its time was up. As the wooden chair made contact with the shadowy form, it collapsed into chalky smoke and nothingness. From all corners, there came braying and noise of hoofsteps. Twilight had no time to breathe a sigh of relief before two more had replaced the first in the center of the street, uncovered, brazen.

“Twi, you’d better have more tah be throwin’, now!” Applejack said, her voice breaking slightly. Her businesslike matter was gone now, replaced by fear. She’d been sure, deep down, that the fate of their companion would scatter the monsters. Twilight had been sure, too.

Rarity coughed slightly. “I believe it’s my turn, girls,” she said in a tone of voice that Twilight couldn’t read at all. Either the white unicorn was truly unperturbed by the rallying Nightmares below, or she was a good actor. As Rarity’s weapon of choice, a small, empty crate that had once held a shipment of books, rose, Twilight remembered that Rarity had always claimed to be an excellent actress.

Rarity’s aim was surprisingly good, and the wood met the misty head of another Nightmare who had just joined its fellows in the street. This Nightmare, too, was instantly reduced to nothing, but the Nightmares still didn’t seem taken aback.

But now they were more cautious. They were moving up the street, sticking to the edges of the street with the houses and alleys to their sides, ready for a quick escape from a flying object. Twilight found a rather ludicrously large paper weight (where had this thing come from?) and tried again. It hit another Nightmare, but only barely, catching the leg but still dispersing the moving monstrosity. Applejack’s voice was tight as she spoke. “Y’all better keep throwin’, Twilight. I don’t like them getting’ this close.”

They were getting closer, and Twilight didn’t like it either. Now that they were closer, she could see them more clearly. They were unicorns, all of the ones she could see. They moved on four hooves like any pony, but something about their movements were simply wrong. She felt colder, and not from the mist or the night.

Rarity’s next projectile missed as her target seemed to melt down into the mist, only to reappear a few feet ahead, continuing towards them undaunted.

Rainbow Dash simply couldn’t take it anymore. Her wings flared out and she snorted, determined. “Twilight, I gotta do somethin-“

“Don’t get so close!” a voice screamed from downstairs accompanied by a horrible breaking sound as wood was torn and glass was shattered. “No, no, no, no, no, no!”

Rainbow Dash was gone back down the stairs before any of them could react, Applejack swiftly following her without a word. Twilight’s attention was stolen away as the march of the Nightmares continued, and she readied her magic to throw again. “Stay back!”

Below, one of the windows had given way and mist was pouring into the center chamber. In the new entrance there was a horrible, twisting visage, a unicorn snarling with jagged and sharp teeth. The pony who’d been close to the door, a certain Bon Bon, had fainted dead away as above her the monster struggled to gain entrance.

Applejack was on it in a heartbeat, bucking it full in the face. She staggered as it simply gave way before her strength with no resistance and the earth pony fell flat on her face. “Oh…” she groaned, stunned.

Above her, a new Nightmare appeared. This one’s face began to twist and change. Its face grew long and its teeth grew longer as it gained horns which erupted from the horrifying head. A long, ghostly tentacle reached below the thing’s chin and grabbed Bon Bon tightly. The sweetsmaker awoke suddenly and began screaming and flailing. “Lyra! Berry!”

Rainbow was on the tentacle in a moment, disrupting it with her strong wings and hooves. Bon Bon dropped to the ground and scurried off, crying. Applejack, who had recovered and now stood beside her, called out, “Somepony! We need a unicorn to help us block up this here hole!”

From somewhere behind her, magic enveloped a small shelf and it flew to the window, blocking it. Another joined the first, and soon three or four magical auras kept the shelf secure.

Panting, Rainbow and Applejack backed away and waited for another breach.

Outside, the partially defined shapes were still coming in fast. The two unicorns were quickly running out of offensive options, down to a small globe and a stone bookend. Twilight’s panic had left and been replaced with a sort of frantic battle rage— she was simply angry. This was her tree, and she was going to be safe in it and keep it safe!

She took aim with the globe carefully. There had been too much missing, now that the creatures below were used to this method of attack. Yelling, she used up her last weapon, crowing as it hit a Nightmare and sent it back to where it had come. Rarity, too, found luck with her last attempt.

Her anger simply vanished, and the now lost librarian pony looked around. She had nothing else to throw, really. She couldn’t cast magic past the barrier safely… There was nothing she could do. She just stared out, watching the figures below. There were significantly less than before, which was encouraging, but there were still three or four in the street and she knew there was at least one or two circling the tree beneath them. She asked Rarity to look below on her side while she looked down, hoping to catch sight of one of those things—

“NO!”

She turned to find a frightened Rarity, horn flaring, trying to push away a Nightmare that had transformed into something far worse. It was becoming an awful sort of mixture of pony and dragon, forked tongue and claws and bladelike teeth. It opened its mouth as if it were preparing to spew forth flame, and Twilight wasn’t about to see if it could. She turned and bucked it in square in the chest with her hind legs. The monster was smoke as soon as her kick landed, and she stumbled slightly. Scared and knowing the same thing could happen again, the two ponies backed up from the edges.

“It was a dragon, a dragon…drag….” Rarity shivered. Twilight said nothing, but was confused. Hadn’t it been Fluttershy who was afraid of dragons? The thought was so pointless to entertain at that moment, but she almost couldn’t help it. Her brain sped ahead of her, oblivious to the need for focus.

Despite what Twilight feared, nothing came up the side of the tree. The noise of hooves had stilled and there was nothing now but the breathing of the two unicorns sitting back to back on the balcony. Neither of them dared to move, lest they disrupt the stillness and the things be upon them again.

But nothing came.

Next Chapter: Chapter 4 Estimated time remaining: 59 Minutes