Rarity hummed to herself as she stood with a brush. She gently ran it over a soft, pale surface. She smiled in satisfaction. The girl pushed her glasses up the bridge of her nose, as she turned to Twilight.

"What do you think, darling?" asked Rarity, before turning her subject. Twilight gasped, a bright smile appearing on her face. In the chair was none other than Fluttershy. But, the girl's face was as pale as a ghost's. There were red marks on her face, painted to look like blood stains.

"Alright, let's pop those contacts in," said Twilight. Fluttershy groaned in dismay as she cautiously began to place in the contacts. She winced, and blinked her eyes. They were now red.

"Oh! Don't forget the wig!" said Rarity, as she placed a black wig on the girl's head.

"Nice work, Rarity," said Twilight in approval. The fashionista smiled proudly. Fluttershy turned in her seat, curious about her new appearance. But when she turned, the Valkyrie beheld a ghostly, pale faced woman covered in blood. Fluttershy screamed in fright, before bolting out of her seat.

"GHOST!" Fluttershy screamed, as she dove for cover. She whimpered fearfully, covering her eyes.

"Whoa! Whoa! Fluttershy, calm down. It was just your reflection," said Twilight, pulling the Valkyrie up to her feet. The girl turned back to the mirror. She softly laughed in relief.

"Oh, right. Goodness, I even startled myself," said Fluttershy.

"That's a low bar," Twilight said flatly. Fluttershy sheepishly smiled.

"Well, I appreciate you helping with this. Are you sure that you don't mind being a part of the attraction?" asked Twilight. The Valkyrie froze. She slowly turned to Twilight, a blank look on her face.

"You never said anything about me participating," said Fluttershy.

"Didn't I?" asked Twilight, feigning ignorance.

"I-If it's all the same to you, I don't want to be within 100 feet of the haunted house," said Fluttershy, flatly. Twilight sighed in dismay.

"Aw but darling! You really capture the look! A terrifying yet beautiful specter from a deceased victim!" whined Rarity.

"I'm sorry. But I wouldn't be able to do it. I hate Nightmare Night. I couldn't do the scaring," said Fluttershy, as she began to walk off. But, as she opened the door, the girl screamed in fright. Fluttershy gazed at the face of a red faced, long fanged demon.The red faced menace towered over her with a large, imposing body. The girl trembled in terror at the sight of this horrible thing.

"Oops! Sorry about that!" The demon suddenly spoke. Junior's face was revealed, as he removed the demonic mask that covered his face. He smiled sheepishly.

"Didn't know you were going to open the door, Shy," said Junior. The Valkyrie met him with a pout.

"You're such a meanie!" Fluttershy whined as she weakly slugged the boy's chest.

"Ow?" Junior snorted.

"Oh good! Did you bring the stuff?" asked Twilight, looking over her shoulder. Junior nodded as he picked up a large box. He entered, followed by Angirasu and Rodan. Lagging behind, Mosura entered, carrying a box herself.

"Ah!" The mutant girl jumped at the sight of Fluttershy. She sighed in relief.

"Oh. Hehe. Nice make up," said Mosura, as she followed the boys further inside.

"I uh... I brought some friends along to help. Hope that's OK," said Junior.

"It's fine. darling. Good to see you again, Rodan and Angirasu," said Rarity sweetly.

"H-Hey," greeted Angirasu shyly. Rodan smirked.

"Hey there, sweet thing!" greeted Rodan. Mosura suddenly bumped her shoulder at him with a glare.

"Who taught you how to talk to girls?!" whispered Mosura.

"This isn't the first time he's done it," said Angirasu dryly.

"Oh. I don't think we've met. My name is Twilight Sparkle. This is Rarity," said Twilight, as she approached Mosura. The Transmutant girl seemed to shrink back a bit. Almost like a stray cat afraid of human contact. She glanced at Junior, who met her with a reassuring smile.

"M-Mosura Yasu. Nice to meet you," said Mosura, bowing her head.

"Ease up, Mosu. No need for formalities," said Junior.

"R-Right!" said Mosura, as she and the boys set down the boxes. She gasped as Rarity approached. She suddenly grabbed a few strands of her short hair, her eyes dazzled.

"My, your hair is so white! It's like snow!" said Rarity, admiring the girl. Mosura's face reddened at the compliment. Rarity hummed.

"Hmm. I wonder if your hair would clash though," said Rarity, appearing thoughtful.

"C-Clash?" asked Mosura. Rarity grabbed a sketchbook and brought it over to Junior.

"Gojira, darling, what do you think?" asked Rarity. Junior looked at the sketch and back to Mosura.

"Well... She's got the features. If you're looking for authenticity, her ethnic background would mesh better with the cultural theme. But then again, her hair... Well, maybe it'd work better," said Junior, scratching at his chin.

"What's going on?" asked Mosura, confused.

"Hey, Mosu, you plan to dress up for Nightmare Night?" asked Junior.

"Me? Ah... Not really. There's nothing really my style," said Mosura, shaking her head.

"How about a Yurei?" asked Junior.

"Yurei? Well, that'd be a more conservative outfit," said Mosura, thoughtfully.

"Wait, what happened with Fluttershy? I thought she was going to play the Yurei?" asked Junior.

"That was news to me," said Fluttershy, indignant. Junior gave Twilight a deadpanned look.

"You didn't tell her, did you?" asked Junior. Twilight cleared her throat before whistling, avoiding eye contact.

"Alright. So Mosu, you wanna be the Yurei for the haunted house?" asked Junior. Mosura stiffened.

"Wait, that's why you- No way!" exclaimed Mosura.

"Why the heck not?" asked Rodan.

"B-Because... I uh-" Mosura tried to think up an excuse. She couldn't put herself in a position where she'd be among other people. She had to keep an eye on Rodan and Angirasu.

"You're just chicken," said Rodan. Mosura glared at him.

"Am not!" said Mosura. Rodan tucked his arms at his side and began to cluck. Mosura narrowed her eyes.

"Hey, ease up on her. If she doesn't wanna do it, then she doesn't wanna do it," said Junior, nonchalant. Mosura scoffed, as she glared at the boy.

"You think I'm scared too, don't you?"

"Hey, you said it," said Junior, smirking. Mosura growled.

"Oh yeah? I bet I can scare the pants off of anyone who walked into that haunted house!" retorted Mosura. Junior smiled as he wrapped an arm around the girl, escorting her over to Rarity.

"Then it's decided! Rarity will get ya set up! Shy, you're off the hook!" said Junior. Fluttershy pumped her fist in victory.

"But, I still want you to hang out with us. You don't have to go into the haunted house," said Twilight. Fluttershy moaned in dismay.

"Wait, what the hell just happened?" asked Mosura, as Rarity took her arm with a giggle of delight. The elf then eyed Junior in disgust.

"Ugh! Darling, are you still wearing that torn up thing?" asked Rarity incredulously. Her gaze was fixated on the ragged hoodie, having been worn and torn during the dragon incident some time back. The Transmutant shrugged.

"What? I like this hoodie," said Junior.

"I was gonna bring that up too," said Twilight, scratching at her head. She was sure that the boy had held onto that torn up hoodie for weeks. Rarity held out her hand, with an expectant look. Junior sighed in dismay as he removed his hoodie, allowing her to take it.

"I'll get this fixed up later. I can't allow you to be walking out in public with that ragged thing," said Rarity, as she led Mosura to a chair.

"So boys, shall we get started on making more costumes?" asked Twilight, as she approached the three Transmutants. Junior raised a mask.

"I made this," said Junior. Twilight eyed it. It looked rather crude. The paint was uneven and the thing looked to have been falling apart. In fact, it was made out of a paper plate with cut out paper shaped to look like teeth and horns. A thin string was tied to the mask.

"I think you can do better than that," said Twilight.

"Yeah, I had a bit of trouble since I don't have experience with sculpting clay. But even then, I don't think I can put out the quality that you're looking for," said Junior, frowning.

"Don't sweat it. Aang's got experience in sculpting clay," said Rodan, patting the spiky haired mutant's shoulder. Angirasu nodded in confirmation.

"Yeah. Just leave it to me. We'll make some decent masks and props," said Angirasu, as he unpacked the boxes, revealing modeling clay. Fluttershy perked up as she approached.

"Mind if I help?" asked Fluttershy.

"N-Not at all," said Angirasu. The girl smiled graciously as she began to help unpack the items in the boxes.

"This seems like a big undertaking. Any chance of getting all of this down on time? What about the haunted house itself? You’re basing it off of Neighponese culture after all," said Mosura, as Rarity began to tie her hair back.

"Don't worry. We've got a big and reliable working force dividing the labor. They know what we're going for. We just need to get the costumes and actors ready!" said Twilight, beaming. Junior smiled.

'She's so cute when she's excited,' thought Junior, as he began to sort out some tools. Mosura frowned, having read the boy's thoughts.

"Oh by the way, you boys will be part of the cast," said Twilight. The three mutants paused.

"What?" the three said in unison. Mosura smirked.

"Serves you right."

---

It was a dark, cold night. There was the sound of thunder in the air. Lightning flashed through the vast halls of this dark labyrinth. There were dim lanterns that hung overhead, lighting a path. In the halls of this dark ominous place, a group of five teenagers were walking through, cautiously.

The teenagers comprised of two boys. One blond, tall and well built, and dressed in white. Another boy, tall, lanky, and with shaggy brown hair. Among these boys were two girls. One was short, sporting a bobcut, a pair of thick glasses, and an orange frumpy sweater. The other was red head, as lovely as could be. She was dressed in a violet dress.

The teens cautiously made their way through the room, their eyes darting around. The chattering of teeth was in the air.

"L-Like, why'd I let you talk me into this?!" asked the shaggy haired boy.

"It's going to be fine. We're half way through this place," said the blonde boy. The red head suddenly latched onto his arm, shakily pointing down a different corridor down the hall.

"Wh-What's that?" asked the girl.

From the corridor, a figure stood. She was ghostly white, from head to toe. Her hair was covering her face. A pair of glowing, eerie lights hovered over her shoulders. There was an ominous moan that filled the air, as fog seemed to have appeared in the corridor. The figure's hands dangled lifelessly, as she suddenly ascended into the air. Her white kimono flowed in the wind, as her feet dangled beneath.

"Jinkies!" The girl in glasses exclaimed.

"RUN!" The shaggy haired boy cried.

The teens suddenly bolted, as the apparition levitated through the air after them, giving a wicked loud shriek. As the teens ran to the opposite end of the corridor, they found an area, suddenly surrounded by a forest-like setting. From the bushes, a large figure emerged. It was a large humanoid, with a horrible face. The creature was a bloody red. Its fangs were barred, and yellow eyes glared at the group. Its horns sat proudly on its head. The tiger pelt blew in the wind. The creature roared as it raised its kanabo, a club-like weapon.

"Zoinks!" exclaimed the shaggy boy, finding that the weapon was stained with blood. The teens bolted away, as the creature swung its weapon. The teens skidded to a halt once they found the white apparition in their path. She gave a ghostly wail, revealing her blood stained face.

The teens screamed as they suddenly bolted back down the lit path, fleeing from the two monsters. The ghost shrieked, but then began to cough. The oni approached, before removing its face. Junior was revealed from behind the mask, with everything, including his face, painted red.

"You good?" asked Junior. The Yurei, who was in fact Mosura, coughed again.

"Yeah, give me a minute," said Mosura. She cleared her throat.

"Sorry, that puts a strain on my voice," said Mosura. She smiled.

"But, I'll admit. This is fun," said Mosura. Junior chuckled.

"Agreed. You really sell the Yurei. I knew attaching little lights would help sell the illusion," said Junior, looking at the small bulbs of lights that were attached to wire stalks that were tapped onto Mosura's back. She dangled from a wire that was attached to the ceiling, which ran along the ceiling on a rail.

"You make a great Oni by the way. Real scary," said Mosura.

"I guess that's what I do best," said Junior in dismay.

"Aw I didn't mean it like that. You look really cool! Plus you get to show off those... muscles," said Mosura, as she eyed the boy. Aside from the synthetic tiger pelt on his waist, the boy's torso was completely bare, with only a weapon's strap running over it. The boy was visibly quite strong.

"Mosu?" called Junior, an odd look on his face. Mosura quickly shook her head, her face beat red.

"What?" asked Mosura.

"We gotta get back to our place for the next group," said Junior.

"Oh, right! Hehe." Mosura sheepishly laughed, as the wire lowered her to the ground. She quickly retreated back to her end of the corridor as Junior retreated to his end. He suddenly noticed the sound of a door opening behind him. He turned and found Twilight to be rushing in.

"Gojira, we have a problem. Rodan's missing," said Twilight.

"Missing? Ugh, I swear if he ditched just to gawk at girls..." Junior growled in annoyance.

"Anyway, he was one of our Oni. I need you to fill in for his spot for a bit until I can find a substitute. After that, you and Mosura can rotate out," said Twilight.

"Good. It's getting kinda cold in this get up," said Junior. Twilight bit her lip as she eyed the boy.

"I'm not complaining," said Twilight, absent minded.

"I-I'm sorry?" Junior's brow raised. Twilight cupped a hand to her mouth in horror, having realized the words that left her lips.

"N-Nothing! Just head onto Rodan's spot!" said Twilight, as she quickly retreated back out the door. Junior cleared his throat as he began to walk from his end of the corridor.

"Sorry, Mosu. I gotta cover Rodan's spot since he's missing in action. I'll catch ya later!" said Junior, waving to the girl.

"Sure. See ya," said Mosura, waving back. She grimaced as she watched the boy leave. Next to her heightened hearing, her telepathy sent her stomach into knots.

A group of kids wondered the dimly lit streets alone. The children were all dressed in costumes as zombies, ghosts, vampires, and witches. They had been going from door to door, getting candy from residents that might answer the call. They chanted, 'Nightmare Night! What a fright! Give us something sweet to bite!' at every door. Their bags were filled to the brim with all sorts of candy ranging from lollipops, chocolate bars, sour drops, and licorice. The children wandered down the road, searching for the next house.

"So, what did you guys get? I got five pieces of candy!" said a little Valkyrie girl dressed as a witch.

"I got a chocolate bar!" said an Earth bound girl in a white sheet with eye holes cut out from the front.

"I got a bit!" exclaimed an Elf boy dressed as a zombie. An Earth bound boy with a white sheet over him with multiple eye holes all around reached into his bag.

"I got a rock." said the boy dejectedly, pulling out a palm sized rock from his bag.

Suddenly, they heard a metal clang against the ground. The children yelped, searching for the source. They saw a trash can that was tipped over on its side. The sound of footsteps could be heard from all around them. The children huddled together, fearful expressions on their faces. They noticed a dark figure zipping over the rooftops above their heads. The sounds of dreadful moans can be heard in the air. As if the dead had risen from their graves. Suddenly, a low growling sound can be heard. The children began to have shallow breathing, they were sweating profusely and their heart rates shot up. They heard quick footsteps running toward them. They barely saw a figure moving past them, disappearing in the darkness. The sounds metal being scratched on can be heard. The children began to whimper at the sounds. A maniacal laugh could be heard from the shadows. The children heard a whoosh from behind, and something landing behind them. The children went stiff, turning slowly. What they saw made their stomachs turn. A skeleton with its eyes still its sockets stood before them. The skeleton raised its arms in the air and stepped closer to the children.

"RAAAAAH!!" screamed the skeleton in a scratchy voice. The children screamed in terror, turning and running away from the reanimated skeleton. But in their path, a tall, sickly green humanoid burst from the shadows. This demon-like creature cackled, as his torn kimono flowed in the air. He barred his long fangs and drew out a katana. The children screamed as they fled from the monsters. Once they were out of ear shot, the skeleton busted into a fit of laughter. The green oni laughed as well. The mask was removed, revealing Rodan.

"Nice one, Rainbow!" exclaimed Rodan, high fiving the skeleton with long Rainbow hair.

"Thanks. You did pretty good yourself. That costume is killer. You sure can make some creepy growls and move fast on the ground." praised Rainbow. Rodan grinned in response.

"Thank you, I have a knack with quickness." said Rodan. He then smiled smugly to himself.

'You should see me in the air.'

"Come on dude, let’s go scare some more people!" said Rainbow, taking off in the air.

"Right behind ya, RD!" called Rodan. He ran across the road, hopping onto the roof of one of the small buildings. He then began to sprint off after Rainbow Dash as she flew in the direction of the full moon.

"I might get an earful from Mosu for ditching, but man this is worth it!" said Rodan.

The pair spent their time pranking and scaring anyone that they could find. From couples, children, and lone individuals. They hid in the darkness, creating ominous sounds and using the atmosphere to their advantage. Then, they would follow through by bursting from the shadows in their frightening costumes, terrorizing any unfortunate soul to be in their sight.

Later, Rodan and Rainbow sat next to each other on the roof of one of the buildings in town, looking up at the night sky. They were taking a short break from all of the scaring.

"This has got to be the most fun that I've had in years." Rodan sighed happily. He turned his head toward Rainbow "And it’s all thanks to you."

"Yeah? Me too. You're a pretty cool guy to hang out with." Rainbow looked to him with a grin. Rodan had a light blush on his face.

"Thanks." The two sat in silence, looking up at the night sky. Rodan felt his heart race just by being around the Valkyrie. He admired her guts and determination. She was someone who knew how to have fun, and wasn't the kind of athlete that was crazy with their physical looks. She was more proud of her athletic skills instead. She did boast, but he wasn't one to judge. He had a habit at being overconfident, which sometimes made him look like a joke should he fumble something or even lose to a match with Junior or Angirasu. But, he enjoyed teaching her what he knew. Rainbow displayed herself as a quick learner. He wanted an excuse to hang out with the girl more. The festival provided just that opportunity. He enjoyed himself, especially since he hadn't had friends in years. Mosura and Angirasu were more like his siblings rather than friends.

Rodan was glad to have met her. But as he watched the girl look to the night sky, the wind blowing against her long multi-colored hair, his heart skipped a beat. She wore a skin tight spandex full body suit, which had a skeleton decorated over her to give the illusion of a walking skeleton. Her face was painted black and white to give the illusion of a skull. That outfit showed off the girl's slim and toned body. It was quite flattering on her physique. Maybe a bit too flattering. Rainbow was quite attractive. She wasn't as 'feminine' as other girls, but she still had the looks, especially when she wore her rather revealing workout outfit. He cursed his libido for causing him to stare. The boy looked away, once Rainbow noticed his staring.

"What's up?" asked Rainbow.

"N-Nothing," said Rodan. A light frown grew on his face. He shouldn't be thinking about things like intimacy with this girl. It would never work. He was a mutant after all. Rodan sighed.

"Hey, you OK?" asked Rainbow, concerned.

"Huh? Oh, nothing. I was just thinking." answered Rodan.

"About what? Come on dude, don't get all sulky on me now." said Rainbow as she playfully nudged Rodan in the shoulder.

"Well, you ever wish that you could change something in your past?" asked Rodan.

"Me? Well, maybe a few things. I kinda wish that I never got kicked out of flight school." Rainbow admitted. Rodan looked to her in surprise.

"No way! You?! I've seen you fly. You're incredible," said Rodan in shock. Rainbow sighed in response.

"Yeah, but I wasn't kicked out based on either being bad or too good at flying. I was kicked out because I broke some of their rules and was slacking a lot during school," explained Rainbow. She then sighed.

"Oh. That's too bad." said Rodan. He noticed how Rainbow brought her knees up and placed her chin on them, a demoralized expression on her face.

"Sometimes, I wonder if I'll ever fulfill my dream at becoming a Wonderbolt."

Rodan looked down, kicking himself mentally for having her bring the subject up. He cleared his throat.

"Don't feel bad. I haven't been in school for years. You may have been kicked out of flight school, but maybe you can still be a Wonderbolt." said Rodan, placing a comforting hand on her shoulder. "You just have to apply yourself to be good enough! Study how they move and how you can improve yourself."

Rainbow raised her head, turning to face the boy. A frown was on her face.

"You...really think that I can?" asked Rainbow. She noticed that Rodan was suddenly sitting closer to her. A small smile on was on his face, sincerity in his eyes. He placed his other hand firmly on her left shoulder. Rainbow felt her heart jump, but showed no reaction. The two stared into each other's eyes, as a soft breeze blew over them.

"No, I believe you can." Rodan said. Rainbow's words were caught in her throat as she heard him say that. She always was confident in herself. However, there were times when she worried that she would fail. She wasn't as good as Applejack when it came to detecting liars, but she didn't see any lies in his eyes. He actually believed in her.

Rainbow felt her confidence shoot up. But, she found herself lost in his gaze. Without thinking, the two began to slowly lean close to each other, their heart beats synchronized.

Suddenly, a sly smile formed on Rainbow's face. She quickly grabbed the boy's oni mask and pulled it down over his head, causing him to grunt. Rainbow laughed as she took to the air, hovering nearby. Rodan grunted as he removed the mask, an annoyed look on his face.

"Hey, that's enough touchy feely crap! You're a man aren't ya?" asked Rainbow, cocking a brow with a teasing smile. Rodan looked away, sourly. His face was flushed red hot. He couldn't believe what he was about to do. The boy felt like dropping dead of embarrassment.

"Come on, let's go!" said Rainbow as she took off flying. A small blush was on her face. Rodan sighed in dismay as he hopped off of the roof, giving chase.

---

The evening continued. Junior sighed as he wiped his face, removing the red paint. He began to place on his jeans and his newly repaired hoodie. He turned to Angirasu, he was putting on a jacket, after wiping his face of blue paint.

"Nice hustle, Aang," said Junior. Angirasu bore a slight surprised look. That may have been the first time that Junior had referred to him on a first name basis. It was so casual. Not to mention it was his nick name. The boy smiled.

"Yeah. But I'm gonna kill Rodan for ditching. We barely even got to show off the green Oni the first hour," said Angirasu in dismay.

"Yep. We'll find him," said Junior as the two began to emerge from the room they were in, fully dressed. They left behind the costumes for the next ones to take the role of of the Oni.

The two emerged, finding Mosura to be emerging from a room as well, dressed in her normal clothes and her face wiped of any make up.

"Now, let's go find that no good, lazy-" Mosura was interrupted as footsteps quickly approached. Twilight Sparkle arrived. She quickly grabbed Junior's arm.

"Hey, you busy? No? Great! Let's go!" said Twilight, as she quickly pulled Junior along.

"W-Wait! I have to-" Junior found himself towed away. He shrugged at the two Transmutants, as Twilight hauled him around the corner. Angirasu sighed.

"Guess it's just us," said Angirasu. He noticed Mosura to be frowning.

"Don't be too disappointed, Mosu," said Angirasu.

"Huh?" asked Mosura.

"Sorry if I'm being presumptuous, but I've noticed that you've been sweet on Gojira," said Angirasu. Mosura shook her head, a light blush on her face.

"No, don't be silly. We're just friends. Besides, that's not what has me worried," said Mosura. Angirasu shrugged.

"If you say so. Just don't give up yet," said Angirasu, as he walked down the hall. Mosura grunted in annoyance.

"I said it isn't like that!" cried Mosura, following the boy.

The two soon left the haunted house. They proceeded to search around for Rodan. They were mildly annoyed at the audacity he had to bail on the haunted house, when all of them were forced to participate. The two passed by many citizens, who were diverse in how they dressed for this holiday. Music was played by a band on a stage near the town hall. As the pair searched, they were suddenly greeted by a familiar face. Or rather, the face suddenly appeared in front of them.

"AH!" Mosura and Angirasu exclaimed with a start, before backing away. The person who had invaded their space was none other than Pinkie Pie. The Earthbound was dressed as a great white shark, her head poking out of the open mouth of the shark. Her arms were covered by sleeves that were shaped as pectoral fins and a tail fin ran down to her lower back. She actually looked quite childish.

"Hiya Aangey! Oh! Who's your friend? I've never seen you before!" said Pinkie, eagerly.

"H-Hey, Pinkie Pie," greeted Angirasu, warily.

"Mosura Yasu." Mosura greeted, looking away. Pinkie beamed at her.

"That's a pretty name! Why don't you come hang out with us?" suggested Pinkie, gesturing to a table. Sitting were Rarity, Applejack, and Fluttershy. Rarity was dressed as a vampiress; she wore a black dress that went down all the way to her shins. She wore a cape that had a red underside, and a black backside. When Rarity smiled, her red lips revealed that she was wearing fake fangs. Her ocean blue eyes were now red, likely from the use of eye contacts.

Applejack waved, sporting sleeves covered in synthetic brown fur. A pair of pointed canine ears were worn. The synthetic fur was exposed from beneath a torn shirt. She was dressed as a She-wolf.

Fluttershy, who appeared anxious, was dressed as a 'cat girl'. She sported a black one piece dress that went to her thighs; a headband with cat ears was upon her head. Her legs were covered in black nylon tights, matching her dress. She wore black heals and a black belt that had a tail at the end. A choker with a cat bell on it was around her neck. The tip of her nose was painted black to resemble a cat's nose and black lines across her cheeks that appeared as whiskers. In truth, the girl looked absolutely adorable. Just looking at her could leave people blushing.

"Ah... We actually have to-" Mosura attempted to back away. Anything to not have to interact with anybody was good enough. Rodan missing might have been a blessing in disguise. But, Pinkie grabbed the girl and towed her along.

"Come on, don't be shy! We're gonna be great friends!" said Pinkie.

"F-Friends?" asked Mosura, as Angirasu followed with a grimace. How the two wished that Junior was with them right about now. The two Transmutants found themselves seated with the girls, feeling out of place.

"Aw, you didn't keep your costumes on?" asked Rarity in disappointment.

"Well, there was no point. It was the only outfit for the Yurei role," said Mosura.

"Plus, my costume would've left me freezing," said Angirasu flatly.

"We were kind of hoping to head home too after we found Rodan," said Mosura. Fluttershy nodded, warily looking around.

"I know the feeling."

"Head home? It's Nightmare Night! We should be enjoying fun activities and gorge on free candy!" said Pinkie, eagerly. She stood and pulled the two Transmutants up to their feet, a wide grin on her face. The pair felt their senses warning them to run for the hills from this hyperactive girl.

"Let's go! I know tons of fun things we can do!" said Pinkie.

"B-But I-" Mosura attempted to protest, but the other girls began to stand up.

"Oh! That's a wonderful idea! What shall we do first?" asked Rarity.

"Really, we have to-" Angirasu raised a hand, but Applejack raised a hand.

"Apple bobbin'! That's always some good fun!" said Applejack.

"I-I'll do anything if it doesn't involve anything scary," said Fluttershy timidly.

"Alright, let's goooo!" Pinkie cried, as she dragged Angirasu and Mosura along.

The two Transmutants found themselves pulled into the numerous activities provided. Apple bobbing was an unusual one for the two. The two struggled to follow the rules. It wasn't easy trying to lean over a tub to catch apples with their mouths, while not inhaling any water. Mosura however would crouch close to the tub, straining to reach an apple by stretching her neck as far as she could.

"You know you can bend over the tub, right?" asked Rarity, raising a brow. Mosura sighed as she leaned against the tub on her knees.

"I just don't want people to gawk at my butt," whispered Mosura.

"Oh. Hmm, I've never even thought of that," said Rarity, a small blush on her face.

"Aw don't worry, Mosu! I think your butt's cute! It's round like a peach!" said Pinkie. This drew the attention of those within ear shot. Mosura whimpered as she cupped her hands over her rear, her face beat red.

"Your butt might be the cutest that I've ever-" Pinkie went silent as Mosura covered her mouth, meeting her with an embarrassed glare.

"Would you mind shutting- I mean, keeping quiet please?" said Mosura, attempting to muster a sweet tone. But, her expression and twitching brow betrayed that façade.

"Mmh Schorry," said Pinkie, her voice muffled. Angirasu snorted, while suppressing a chuckle. He stopped once Mosura met him with a glare.

Later, the group found themselves at another activity. The ring toss, involving tossing the rings into witch hats. This game was much more up to the speed of the mutants.

"OK, after this, we gotta-" Mosura stopped as she found Fluttershy tossing a ring. However, it just fell a couple of feet in front of her. The girl knelt down and picked it back up, before giving another attempt. Again, the ring hardly made any distance.

"Wow." Mosura's brows raised. She never knew anyone could be that bad at throwing.

"Oh foo," pouted Fluttershy, picking back up the ring. Angirasu approached.

"Need help?" asked Angirasu.

"No, I think I'm done. I'm just embarrassing myself," said Fluttershy, deeply frowning.

"No, you're being too hard on yourself," said Angirasu, as he tossed the ring. He managed to get the ring onto one of the witch hats.

"How'd you do that?" asked Fluttershy.

"Here, let me show you. It's all in the wrist," said Angirasu. He took the girl's hand and stood behind her. He positioned her, while guiding her arm with a slow and deliberate motion. Mosura raised a brow, as she noticed the close contact the two had.

"Keep your feet apart, move your arms this way, and flick your wrist once you reach your throwing point. Have a little more confidence. Then, let go," said Angirasu. Fluttershy nodded, narrowing her eyes. Angirasu took a step back, allowing the valkyrie to toss the ring. This time, she managed to land the shot onto one of the hats. Fluttershy squealed in delight.

"I did it!" cried Fluttershy.

"See?" Angirasu smiled. He raised a hand, prompting Fluttershy to meet his with a high five, giggling. Mosura's stomach went into knots again.

Later, the group moved onto the stands. Different games were played. From throwing darts at balloons, ski ball, and other games. Mosura noticed Junior being towed by Twilight to a stand. She appeared to be eager, as she pointed to one of the stands. Junior scratched at his head, a smile on his face. The boy paid for a ball at the stand, which he hurled at the bottles that were stacked. The bottles collapsed from the boy's effortless throw.

"You win, mac! Here' a little something to give to your girlfriend," said the man that ran the stand. He handed Junior a lavender plush unicorn. Junior almost thought it resembled Twilight in some ways, only without the highlights that were in the girl's hair.

"W-We're actually..." Junior scratched at his head in embarrassment. Twilight twiddled her fingers with a shy smile.

"We aren't dating," tittered Twilight. Mosura grimaced as she watched from afar. She was able to sense feelings that arose. Twilight's however, were the strongest. Junior handed Twilight the plush, which she took with a sweet smile. The two continued on, leaving the stand. Mosura sighed.

"Hey, I think we should-" Mosura was interrupted as she was pulled along with the group.

"Night's not over yet!" said Pinkie.

Soon, the group found themselves at 'Pumpkin Bowling'. There were makeshift lanes made up of wooden planks. People rolled pumpkins towards the set of pins at the end. Applejack made an effortless strike. Rarity refused to participate, fearful of splattering the pumpkin on herself. Pinkie, she tossed the pumpkin, which in fact resulted in a splatter, much to the dismay of the one running the activity.

"This seems like a waste of a vegetable," said Mosura oddly.

"I think pumpkins are actually fruit," said Angirasu, as he rolled the pumpkin. He made an effortless strike. Fluttershy clapped, a bright smile on her face.

"What a great shot!" said Fluttershy. She picked up a pumpkin, but grunted as she struggled to hold it.

"Whoa, that might be too heavy," said Angirasu, as he took the pumpkin off of her hands. Fluttershy blushed, as she felt the graze of his hands over her own. But, she was in awe of the boy seeming to show no sign of struggling to hold the pumpkin.

"You're quite strong, Angirasu," said Fluttershy. Angirasu looked away, an embarrassed smile on his face.

"Ah, well," said Angirasu. He set down the pumpkin and handed the Valkyrie a lighter one. Pinkie suddenly leaned close to Mosura, who prepared to roll her own pumpkin.

"Hey, is it me, or do you think Aangey and Fluttershy would make a cute couple?" whispered Pinkie.

"COUPLE?!" Mosura exclaimed, just as she rolled the pumpkin. But, it missed the pins. The startle caused the girl to have put too much power into her roll. This resulted in the pumpkin to roll along the ground. Mosura cupped her mouth in horror, as the pumpkin rolled passed numerous people. It soon made its way to where more people had gathered to dance. Mosura's blood ran cold, once she heard yelps and cries, and the forms of people to be falling over.

"Uh oh." Pinkie's shoulder slumped.

"Quick! Make yourselves scarce!" said Applejack, frantically. The group quickly dispersed from the stand, while the people recovered from the pumpkin that was carelessly rolled.

Next, the teens moved on to the High Striker. Applejack slammed a heavy mallet onto the board, causing the puck to shoot close to the bell, almost ringing it. She groaned in disappointment. She handed the mallet off to Angirasu, who smirked to himself. He raised the mallet with ease, bringing it down with all of his might. The puck then skyrocket towards the bell, knocking it off of the high striker. Everyone gasped and cheered at the sight. Angirasu smirked again, but he lost it once he felt Mosura glaring daggers at him.

"ANGIRASU!" Mosura shouted, causing the boy to wince. She grabbed him by the jacket.

"You didn't think to hold back in case you broke this thing?" demanded Mosura.

"It was an accident!" said Angirasu defensively.

"Hey, don't worry about it. Bulk Biceps breaks the High Striker all the time," said an Earthbound from the crowd. Suddenly, an incredibly buff valkyrie with short blond hair, red eyes, and tiny wings suddenly stood from among the crowd.

"YEAH!!" Bulk shouted, flexing his muscles. Mosura and Angirasu just stared blankly.

"Angirasu, you're incredible! I never knew you were so strong!" said Fluttershy. Angirasu smiled bashfully, looking away. Mosura scowled as she glanced at the boy.

Soon, the group moved onto another game. There were poles that stood, with nets resembling great spider webs. People tossed plush spiders into the net, attempting to get as close as possible to the center of the web. By now, most of the group was tossing their spiders into the net. Mosura was presented one of the plush spiders for herself to throw. The Transmutant's hair stood on end, as her pupils became pin pricks.

"Go ahead, Mosu!" said Pinkie, holding out the spider. Mosura backed away, her eyes bugging out of her head.

"KEEP THAT THING AWAY FROM ME!" Mosura cried.

"What's wrong?" Pinkie held out the spider to the girl. Mosura screamed as she backed away, swatting her hands at the plush. Mosura ran to Angirasu and hid behind him, burying her face into his back. Pinkie followed, but Mosura forced the boy to act as a shield.

"She has arachnophobia," said Angirasu, as Mosura whimpered.

"She's afraid of those people that do neat tricks at the circus?" asked Pinkie confused.

"Those are acrobats, darling. He means that Mosura is afraid of spiders," said Rarity.

"But it's just a plushie," said Pinkie, holding up the stuffed spider. Mosura tightly gripped Angirasu, glaring at the girl.

"I don't care! If its hairy and has eight legs, then I despise it!" cried Mosura.

"Aw but spiders are an important part of the ecosystem. They keep the world from being overrun by insects," said Fluttershy, holding a spider plush of her own. She smiled as she held up the plush.

"Spiders can be quite elegant too. The black widow for example is as beautiful as it is deadly. The gloss seen on their black carapace, the long legs and the red mark beneath their bulbous abdomen..." Angirasu glanced at the rose haired girl.

"That's not exactly helping," said Angirasu.

"I'm not listening! La la la la la!" Mosura cupped her hands over her ears. The girls chuckled and giggled in amusement. Mosura frowned.

"Hey, it's not funny. What scares you guys?" questioned Mosura.

"Aw we're just teasin', sugar cube. Don't take it personal," said Applejack. Fluttershy made her way to Mosura, placing a hand on her shoulder while holding an apologetic look.

"I'm sorry for laughing, Mosura. Don't feel bad about being afraid of spiders. I'm not exactly the bravest person myself," said Fluttershy. Suddenly, Rainbow Dash appeared from behind grabbing the girl's shoulders.

"Boo!" Rainbow cried. Fluttershy gave a short squeal of fright, jumping to her feet. From between Rarity and Applejack, Rodan appeared, wearing his green oni mask.

"RAAH!" Rodan snarled, causing the two girls to cry out in fright as well.

"RODAN!" Mosura and Angirasu yelled, having just remembered that they were searching for him. Being dragged around to play these games had certainly side tracked them. What enjoyment they had was immediately forgotten, once their annoyance was dialed up with the boy.

Fluttershy suddenly swooned, as her eyes rolled back. Angirasu gasped, once the girl began to lose her balance. Without warning, he bolted after her and caught her into his arms.

"Oh my gosh, are you alright?!" asked Angirasu, frantic. The girl didn't respond, as she leaned in his arms, completely catatonic. He began to shake her.

"H-Hey! Snap out of it!" cried Angirasu.

"Easy does it, Sugarcube. She'll be fine. She has a habit at doing that," said Applejack, while she and the others glared at Rainbow and Rodan.

"Uh... Sorry?" Rainbow shrugged, a sheepish smile on her face. Mosura suddenly grabbed Rodan by his ear, yanking him over. He yelped in pain.

"Where have you been?! You were supposed to help with the haunted house!"

"Ow! I-I was just having fun with Rainbow Dash!" Rodan winced. Mosura growled as she began to grab the boy's cheeks, pulling them apart.

"You know how worried I was? Huh?" Mosura growled. Rodan cried out in pain, as a single tear from the pain was shed.

"Mosu, you're embarrassing me!" whispered Rodan, as he found the amused looks of the girls.

"Of course I am! You always go off on your own to goof off! How're you gonna make up for this?" asked Mosura, pulling the boy's cheeks. Rodan attempted to pry her hands off, but that only made her pinch his cheeks more.

"It's like watching a mother scold her child," giggled Rarity.

As Mosura was scolding Rodan, Angirasu helped Fluttershy over to a bench. He sat her down gently, as the girl snapped out of her catatonic state.

"Wha... What happened?" Fluttershy muttered, shaking her head.

"Let me get you some water," said Angirasu, as he rushed over to a stand, where a woman stood with all sorts of snacks and bottled drinks. Fluttershy whimpered as she noticed the frightening oni mask that Rodan had hanging from his neck, as Mosura continued her scolding. The hollow sockets of the demon stared into her, causing the girl to pant. Her eyes darted around, as some people passed by, dressed in their Nightmare Night outfits. In her rattled state, the costumes looked much more terrifying from her perspective. The girl jumped and cried out as she felt a hand on her shoulder.

"I-I'm sorry!" Angirasu exclaimed, quickly retracting his hand. Fluttershy relaxed, once she noticed the boy. She sighed in relief. He held out a water bottle, which she graciously took. The valkyrie drank from the cool, refreshing liquid, feeling her nerves settling a bit. She smiled sweetly at the Transmutant.

"Thank you, Angirasu," said Fluttershy. She sighed in dismay.

"This is my least favorite holiday," said Fluttershy. Angirasu bore a look of confusion.

"Really? But you looked to have been having fun."

"I was, when I wasn't getting scared," said Fluttershy, staring at her water bottle. She grimaced.

"I didn't even wanna come out tonight. But my friends wanted me to. I guess my costume is fitting for me. I'm like a scared cat," said Fluttershy, melancholic. Angirasu took a seat next to her.

"Don't be upset. It wasn't nice of them to scare you like that. It's Ok to get scared. Take it from me. I've had plenty of times in my life where I've been scared," said Angirasu. While it may have seemed 'uncool' to admit that to someone else, Angirasu wasn't ashamed. He was comfortable with revealing that sort of thing. If it meant reassuring someone else, then it'd be worth the mockery from Rodan later on.

"Even so, that doesn't help me," sighed Fluttershy. Angirasu scratched at his head, thoughtful. He smiled.

"Hey, you know what helps me when I'm scared? I face it head on like there's no tomorrow. You'll never feel more alive," said Angirasu. Fluttershy raised a brow. She giggled in amusement. The boy blushed in embarrassment.

"W-What's so funny?"

"I'm sorry. I just have a hard time imagining you being scared. I have to wonder what kinds of things make you scared," said Fluttershy. Angirasu looked off to the side, a slight frown on his face.

"There are a lot of things, to be honest. But, I manage," said Angirasu. He cleared his throat, as he scratched at his head.

"F-For example... I was kind of scared to interact with you and the others when we met," said Angirasu. Fluttershy smiled.

"Well, I guess we have that in common. It takes me awhile to get used to new people," said Fluttershy. She gasped, once she noticed someone dressed as a mummy to be passing by. She sighed in dismay.

"I-I think I'm going go home," said Fluttershy as she stood up.

"Oh. OK, I understand. Probably enough excitement for one day, huh?" asked Anigrasu, giving a small chuckle.

"Mmhm. I'll see you later," said Fluttershy. But, she froze once she found her path obscured by dozens of people dressed as spooks, ghouls and other monsters. She whimpered. The girl turned to face Angirasu.

"Um... Would you mind walking me home? That is if you want to. I'm probably being a bother," said Fluttershy, twiddling her fingers. Angirasu smiled as he nodded. He made his way to Mosura, who took a calming breath, while Rodan rubbed his red, tender cheeks with a wince.

"Hey, Mosu. I'm gonna walk Fluttershy home. I'll see you at home later," said Angirasu. Mosura sighed.

"Oh, alright. Just be careful," said Mosura. Angirasu nodded to her, as he joined Fluttershy.

The mutant and valkyrie were walking down through town. Fluttershy grew anxious as they passed all of the spooky props and costumed citizens. She instinctively clung to Angirasu's arm, causing the boy's heart to jump and his face to redden. As they walked, they came across Junior and Twilight, who were walking side by side.

"I would've beaten you at ski ball had I not been scared by Rainbow Dash," said Twilight, indignant. Junior smirked playfully.

"Lucky me," said Junior. The two noticed Angirasu and Fluttershy.

"Oh, hey you two," greeted Junior. Twilight smiled coyly.

"What's all this now?" asked Twilight, gesturing to the pair. Angirasu's and Fluttershy's eyes met. The two quickly backed a few inches away from each other. Angirasu rubbed the back of his head, sheepishly. Fluttershy shyly held her arm.

"We uh- It's not-" Fluttershy and Angirasu fumbled over their words. Junior forced an amused look, while Twilight snickered.

"W-We're just heading home. It's late. Angirasu's walking me because..." Fluttershy eyed the area around her, warily.

"Oh right. Not a fan of Nightmare Night," said Junior, a sympathetic smile on his face.

"Well, see you tomorrow! I hope you had fun, Angirasu!" said Twilight, sweetly. Angirasu lightly smiled with a nod.

"Yeah... I did. Goodnight," said Angirasu.

Later that evening, Angirasu and Fluttershy were walking side by side. They had made it out of the main town square, moving to the more rural area of Ponyville. The area was dimly lit by the starry night sky and the bright moon above. Fire flies flew about in the area on this evening.

"Hey, may I ask you something?" asked Fluttershy.

"Yes?" Angirasu directed his attention to the girl.

"You seem to be quite close to Rodan and Mosura. Have you known for each other for very long?" asked Fluttershy.

"Yeah, since we were children. You could say we're inseparable," said Angirasu. Fluttershy looked to the boy in wonder.

"How did you meet?"

"Well... We were orphans. We practically grew up together. We were family," said Angirasu. That wasn't exactly a stretch of the truth. But, he wasn't dumb enough to disclose everything to the girl. Fluttershy met him with a sad look.

"Oh. I'm sorry." The girl said softly.

"We uh... We did some questionable things growing up just to survive. Mosura came up with the idea that we'd come to Equestria to pursue a better life. A couple years back, we made our home here. It wasn't easy, but I think we've ended up well off," said Angirasu. While some may not consider living in hiding in the Everfree forest as 'well off', Angirasu was content. It was the best situation that he and the mutants could find themselves in with their predicament.

"I've lived in Ponyville for a long time. How come I've never seen you before?" asked Fluttershy, curiously.

"We keep to ourselves. We thought it was easier than acclimating to another culture." Angirasu answered. Fluttershy hummed to herself.

"You sort of remind me of Goji," said Fluttershy. Angirasu raised a brow.

"Oh? How so?"

"Well, you both seem to have hard experiences. You're so far from a place that was your home. Though Goji had mentioned that he had trouble adapting." said Fluttershy.

"Well, you may be right," said Angirasu. Though really, the girl wasn't too far off in regards to having hard experiences. She was just ignorant of the true nature of such struggles.

"But, you both are pretty strong, He's a good man. I can tell that he is. I think you are too," said Fluttershy, a small smile. Angirasu softly smiled back.

"Good to know."

"Oh. We're here," said Fluttershy. The pair stood in front of a path that led straight up to the girl's cottage. Bird houses hung from the trees, and a leafy top made up the cottage itself. A stream ran beneath an arch, leading to a small pond. The girl turned to Angirasu and gently took his hand into her own hands. The boy's hair stood on end at her gentle touch.

"Thank you for walking me home. I felt better knowing that I had a friend with me," said Fluttershy, sweetly. Angirasu was surprised at this. This girl was quick to declare him a friend. But, he couldn't be opposed to this. Angirasu smiled with a light blush, nodding.

"You're welcome. Have a good night," said Angirasu. Fluttershy waved, as she entered her cottage, the light flickering on. Angirasu softly smiled to himself, but felt his heart racing. He sighed, bearing a melancholic look. Angirasu turned and began to make his way home.

Later, the boy soon found himself back in the lair of the Everfree. He stood in the kitchen at the stove, boiling water. He turned once he noticed the front door opening. He found Rodan and Mosura to be entering the house. Rodan yawned as he left.

"Time to hit the sack," said Rodan. Mosura made her way to the kitchen, slouching over the counter with a tired sigh.

"Man, I'm beat," said Mosura. Angirasu poured hot tea into a cup. He presented it to the girl, who graciously took it. She blew into the cup, before taking a sip. The hot tea traveled down to her gut, warming her up from within.

"Let's not make tonight a habit," said Mosura. Angirasu cleared his throat.

"R-Right. But, I guess it was pretty fun, right?" asked Angirasu. Mosura stared into her cup, softly smiling.

"Yeah, it was."

Next Chapter: Chapter 11: A Happy Birthday Estimated time remaining: 12 Hours, 11 Minutes