Nightmares

by unoservix

First published 12th of November, 2012

An innocuous trip into the Everfree Forest for Twilight Sparkle quickly turns into much more...

An innocuous trip into the Everfree Forest for Twilight Sparkle quickly turns into much more, leaving our heroine caught between bloodthirsty monsters, an ancient conspiracy of evil, straining friendships, and the maddening effects of a certain blue unicorn...

Chapter 01: Nightmare Storm

Disclaimer: My Little Pony: Friendship is Magic is the property of Hasbro, DHX Media, and Lauren Faust, not me. I make no money off of this work. This is purely for entertainment purposes, and no copyright infringement is intended.

Note: I should say up-front right now that this story was written pretty much exclusively before any information became available about season 3, so it probably won't fit into whatever appears in the latest episodes.

Chapter 1: Nightmare Storm

Princess Celestia hated this room.

This room, with its high arches and long redwood table, was the War Room of the opulent castle of Canterlot—and as far as Celestia was concerned, it was just as well if she never had to open its gilded doors with the crossed spears overhead. It was where Equestria's soldiers would meet to plan their strategy, where they would brief her on threats at the kingdom's borders, where they would plan and prosecute the wars Equestria had waged in its long history. It had not been used for its intended purpose in some hundred years, a fact in which Celestia took considerable pride. And when it did have to be used, it meant something had gone dreadfully wrong in the Princess's plans.

Besides which, every room in Canterlot Castle had some memories wrapped up in them for the thousand-year-old monarch, and at her age memories tended to be a double-edged sword. But the blade that this room drew across her mind and heart was coated in a special poison. Not even she at whose merest command the sun rose and set was immune to that.

But such was the burden of leadership, and with a thousand years' worth of sitting on the throne alone, the Princess had learned well the art of locking emotions away and keeping memories at bay. And thus Princess Celestia stood at the head of the War Room, listening patiently as the officers of what passed for Equestria's army debated the matter before them. The pony in front of her was the mountain of muscle and willpower named Mountainhide, the earth pony that could probably kick the entire mountain on which Canterlot rested off its base if he so chose, and the commanding officer of the Equestrian military.

"If I may say so, Your Highness," Mountainhide rumbled, "I think we've let this thing run loose long enough. We're fortunate it hasn't killed anyone. Yet."

General Mountainhide had a way of shutting up pretty much anyone he wanted, but only the Princess could get away with the look of gentle reproach she spared him. "With all due respect, general," she answered, "a Nightmare is not a thing. It's a pony—a pony that was once the same as anyone else in our kingdom."

"But Your Highness," sputtered a snow-white pegasus, "a Nightmare is by definition—"

"Do not assume that we are unaware of the nature of our foe!"

Celestia winced and waited for the walls to stop vibrating. Progress on that end, unfortunately, was still spotty.

She glanced towards her side, where Princess Luna was beginning to realize that she'd used the traditional royal full-volume blast again, and just about bowled over every pony in the room except the living building that was General Mountainhide—and even he looked a bit ruffled by the lunar princess's wall of sound. Well, at least she was learning.

"As my sister said," Celestia continued, as the mere mortals recovered, "we know what a Nightmare is. Which is precisely why I ask you to exercise such restraint. But," she turned and took in the rest of the room with a sweep of her wings, "at the same time, we must not allow this Nightmare to harm anyone else."

"With respect, Your Highness," Mountainhide spoke up, "that is why I've pressed for a full sweep with the entire Royal Guard. The Nightmare's lair is somewhere down there, and judging by the locations of its attacks, it knows the catacombs and canals very well."

Celestia frowned. Mountainhide was right—but only to a point. He would send in the Royal Guard, as was his duty and as he was trained to do, but they did not quite appreciate the power they were up against. The last Nightmare had prowled Equestria's shadows when Mountainhide himself had been but a foal. None of them understood their opponent like Celestia.

And, she added bitterly, like Luna.

As though bidden by her sister's thoughts, the Princess of the Night stepped forward and pointedly ignored the way the officers all braced themselves for another arctic blast of sound. "We are more than capable of dealing with the Nightmare, Sir General," she said. "But thy soldiers, constituted as they are of mortal flesh and blood, would stand at a serious disadvantage against this sinister shade. Lest we remind thou of the many injured warriors of your ranks..."

Mountainhide did not appear to be amused. "I assure you, Your Highness, that my troops are up to this task—"

"And we do not doubt them for an instant," Celestia interrupted, with firm glances towards the both of them, "but I am not going to send you or your troops to fight a creature against which they would stand so poor a chance. A Nightmare is simply too powerful." She straightened up and took in the entire room once more. "Although it pains me to say this to a meeting of fine and diligent officers, this is not a battle that you can fight for us. We, as the royal sisters of Equestria, must deal with this ourselves. Either one of us can handle this Nightmare, and together—" she spared a quick and tender glance towards her sister— "together, nothing at all can stand against us."

"Be that as it may, Your Highness," Mountainhide answered, "we of the Royal Guard would be shirking our responsibility not to accompany you into battle against this...creature." He paused. "I think it is safe to say, Your Highness, that our strategy of containing the Nightmare until it comes back to its senses has failed."

Celestia and Luna shared a knowing look, and Celestia tried not to sigh. Mountainhide had not been happy that so many of his troops had been put under Shining Armor's command for security during last month's wedding, and evidently even the good general had a streak of passive-aggression. Nor did it seem to help that the good general's troops had not proven terribly effective against an army of Changelings, armed with the element of surprise. The general was obviously itching for a chance to restore the Royal Guard's honor.

"It is agreed that we can no longer allow the Nightmare to prowl the lands at will," Luna declared, although at least she'd remembered to turn down the volume, "and thy troops will be necessary in the execution of our strategy."

That would keep Mountainhide happy, or at least whatever approximated happiness in his ironclad little heart. Celestia stepped forward to speak again—

The doors slammed open, all eyes turned, and three pegasi in the golden armor of the Royal Guard staggered into the War Room. The officers converged in a storm of intended disciplinary action on a young lieutenant and his two wing mates—and Celestia tried not to cringe at the sight of them. They were covered in bruises and scrapes, blood smeared over their hides, their armor cracked and broken, all of them breathless and trembling.

General Mountainhide cleared a path to the three winded soldiers with an imperious stamp of hooves. "Lieutenant!" he roared. "What is the meaning of this—"

At once, Celestia nudged him aside as the pegasus struggled to stand at attention. "I'll handle this, general," she said, and turned soothingly towards the exhausted stallion. "What's the matter, lieutenant?"

"A...a thousand apologies, Your Highness," the pegasus gasped, "but...we were on patrol...over Everfree..." He shook his head and swayed; Celestia nodded to two of the officers, who stepped up next to him to help him stay on his feet. "We were attacked..."

"By what?"

"By...some kind...some kind of unicorn..."

The room went silent, and Celestia felt a chill wash over her. She glanced back again at Luna—and the lunar princess looked even more dismayed than before. "A unicorn...?"

"It was black and blue," the lieutenant went on, "and...it had this mane like...smoke or something." He bowed his head in shame. "It hit us with...some kind of magic, and...all we could do was escape..."

Mountainhide looked grimly towards the two princesses. "The one we've been chasing has a fiery mane," he said. "Highnesses, there's a second Nightmare on the loose."

The princesses silently took in the thunderstruck looks of the officers around them. One Nightmare's power had been disturbing enough, but two?

"Lieutenant," Celestia said, looking down gently towards the wavering pegasus, "you said this was in the Everfree Forest?"

"Y-Yes, Your Highness..."

"General," she turned towards Mountainhide, "triple the patrols. Pegasi over Everfree and unicorns in the catacombs at Canterlot. Our plan is going to need some rearranging. And," she nodded to the lieutenant and his two ragged wing mates, "see to it that they are cared for."

Mountainhide bowed his head. "It will be done, Your Highness."

As the soldiers began to carry out their orders, Celestia turned towards her sister, her expression grim. "Two Nightmares..."

Luna gave her sister a puzzled look. "Has that ever happened before, sister?"

"On only the rarest of occasions." Celestia shook her head. "The one under Canterlot will have to be dealt with first. It's the more urgent threat. Hopefully the one in Everfree will stay there for the time being," her stomach turned at the thought of the little town that lay just outside that den of horrors, "and everypony else will stay out."

"So let me get this straight. You were trying to get your 'dragon slayer' cutie marks."

"Uh huh."

"So you decided to practice on Spike first."

"Uh huh."

"And he hid in the oven at Sugarcube Corner."

"Uh huh."

"Which Pinkie Pie didn't know when she turned it on to bake her 'Every Fruit in the Universe' pie."

"Uh huh."

"So how did you three still manage to get covered in tree sap?"

The question hung in the air not unlike the way Twilight Sparkle had found Applebloom in Sugarcube Corner's kitchen. A panicking Pinkie Pie had brought her there to find Spike nearly baked to a golden brown crust, Scootaloo and Sweetie Belle stuck together, and Applebloom somehow suspended from the ceiling by a massive glob of tree sap. Pinkie had feared that she'd turned Spike into some kind of giant muffin, and although Spike was in a distinctly non-muffin-like state, she had been nearly inconsolable.

The Cutie Mark Crusaders glanced at each other in Pinkie's bathtub and tried to think of an explanation. "Pinkie had a big tub of tree sap lying out," ventured Sweetie Belle.

The introduction of Pinkie Pie into a chain of reasoning tended to bring any sort of logical endeavor to a screeching halt, so Twilight merely sighed and lifted a brush over to the still-sticky fillies. Spike was lucky he was covered in scales that could stop arrows and had managed to escape before being completely cooked, but not before his exterior had been baked to a delightful golden crisp. And Pinkie's "every fruit ever made under the sun for ever and all time" pie experiment would have to be postponed.

"Well, you three are no strangers to being covered in tree sap," Twilight sighed, "so I'll just let you get to work, and Gummy can keep you company."

The Cutie Mark Crusaders stared at Gummy, perched as he was on the rim of the tub. Applebloom grinned excitedly.

"Hey, ah bet Gummy could help us get our starin' contest cutie marks!"

Scootaloo and Sweetie Belle broke into grins of their own. Gummy blinked back at them. The game was on. Twilight smiled triumphantly and made her escape. Once again, Pinkie Pie's madness had found a useful tertiary effect.

Other than another unsuccessful Cutie Mark Crusade, it had been a pretty good day, and as she gathered her saddlebags and tried to avoid the horrifying abomination of fruit that Pinkie had forged in a huge bowl in her kitchen, Twilight Sparkle was determined to make the most of the attending night as well. After all, learning never ceased when the sun set and the moon ascended, and if there was learning to do, Twilight Sparkle was going to do it.

"Oh hey Twilight!" Pinkie Pie's preternaturally bubbly voice went plowing through her thoughts. "Did you see the new pie I'm making? I managed to put every single kind of fruit that exists in the entire world in it!"

Twilight regarded the whole thing nervously. "Pinkie, I think some of those are vegetables."

"Oh, Twilight, vegetables is just a fancy word for 'differently yummy'!" She eagerly held up the bowl, and as Twilight glanced through its smashed contents, she began to suspect that Pinkie had in fact literally combed the entire universe for kinds of fruit to put in there. "It's going to taste like everything! Which is weird because if it tastes like everything it won't taste like anything so it would be like eating a giant piece of paper, which is weird because I did that once and—"

"I'm, uh, sure this is going to be great," Twilight stammered, "but I've really gotta get going, see you later!"

And in a burst of sparks, Twilight was gone.

Pinkie huffed and swung back towards the oven. Twilight would see. They would all see.

The purple unicorn reappeared safely outside Sugarcube Corner and made a swift escape.

It wasn't, of course, that Twilight had meant to ditch Pinkie. Far from it. It was just that tonight was a very special night—the first day, or rather first night, of Moonbell Season. The Nightblooming Moonbell was one of the rarest flowers in Equestria, making its home only in the dark and murky depths of the Everfree Forest. Everfree was home to all sorts of flowers, of course, but never before had Twilight Sparkle ever encountered a Moonbell. It was said to only open its petals at night, supposedly to take its sustenance from the Moon itself. They were Luna's flowers, the moonlight's watchful companions, and Twilight simply had to study one. Only her abridged and highly annotated fifth edition copy of Everfree's Exceptionally Esoteric and Exotic Efflorescence had mentioned this mysterious bloom in a scientific context. Everything else was myth, fable, and the enduring cultural image of the Moonbell as a symbol for lovers.

Lovers. Twilight narrowed her eyes as she trotted back to the library. That thought had entered her mind quite often of late.

And, of course, it was entirely silly. Twilight Sparkle had come to Ponyville on the Princess's orders because she needed friends, and needed friendship to properly wield the Elements of Harmony. And all that was well and good. And here she was continuing her study of friendship—a study that got more complex by the day and from which her rational, calculating mind was having increasing difficulty distancing itself—but that didn't mean she needed to go further.

And that, she knew, was the real purpose of this little sojourn. All these silly thoughts about the magic of love and the importance of love and the feeling needed to be dealt with by some good hard science. And no science was harder than slogging through the Everfree Forest at night looking for a flower in bloom.

Twilight ducked into the library and regarded the still mildly crispy Spike with a grin. "Feeling better yet?"

Spike stared back in something that seemed like annoyance. "You think this is funny, Twilight, but it's not."

"I'd never," Twilight scoffed, and promptly lifted her saddlebags over to herself. She cringed as Spike picked off a blackened scale from his shoulder. "Um, are you gonna be alright to watch everything while I'm gone?"

"Yeah, sure," Spike sighed, "but I still say this is a bad idea. Why can't you go look for the flower during the day?"

"Spike! You can't look for a nightblooming flower during the day! It blooms at night! That's why they call it 'nightblooming'!" She shook her head; basic botany was just lost on so many ponies.

"But it's the Everfree Forest," Spike protested. "Remember the last time you went in there alone? The cockatrice?"

Twilight frowned. That had not been fun, no. "Well, last time I was alone, but this time I'll have Zecora with me," she said. "We're just picking flowers, Spike. Relax."

Spike crossed his arms, then blinked, then yanked out another fried scale and tossed it aside. "If you come back as a lawn ornament, don't say I didn't warn you."

"Well, suit yourself. See you later!"

Another flash of sparks heralded the departure of Twilight Sparkle, who promptly reappeared on the library's doorstep—and right in front of a surprised-looking Applejack.

"Oh, hi Applejack!" Twilight chirped. "What brings you here?"

"Well," she gestured to the empty apple cart attached to her saddle, "ah was takin' the cart back in, before ya went 'n zapped yerself into my path. Where ya off to at this hour anyway?"

"The Everfree Forest," Twilight answered immediately—and just as immediately regretted it.

The stern look of disapproval raced across Applejack's features. "Heaven's sake, Twi, are you nuts? What are you doin' goin' into Everfree at night?"

Twilight groaned. "The Nightblooming Moonbell only blooms at night! You can't go look for it during the day, it'll just be a little green bulb that you can't differentiate from all the other little green bulbs, and then I'll never find it!" She shook her head vehemently. "It's important!"

"Twi—"

"The Nightblooming Moonbell is one of the rarest flowers in Equestria—"

"Twi—"

"Its medicinal value alone could keep an entire university occupied for years! The mechanism of its nightblooming nature could yield completely new innovations in agriculture! We could learn so much about the properties of moonlight! It could—"

"TWI!"

All was silent as Twilight's ears rang. "Um, yes Applejack?"

Applejack unhooked herself from her cart and threw an arm around her friend's shoulders. "Twi, we gotta talk. Runnin' off into Everfree at night is just the last dang straw. But this ain't the first time you've been goin' off doin' somethin' just plum crazy."

"Wh-What do you mean?"

"Well, remember that time ya wanted to study a cockatrice egg?"

Twilight pawed at the ground. "An important investigation into cockatrice reproductive habits."

"An' the time ya tried to get manticore venom, straight from the tap?"

"The psychoactive properties are largely unknown!"

"An' the hang-glidin' experiment with Rainbow Dash?"

"But..." Twilight thought back to her absolutely terrifying trip over Equestria, in which her attempts at studying wind resistance had transformed into attempts not to be transformed into a crater. "Okay, that was pretty crazy. But still! I'm hardly being crazy all the time, Applejack, and my research sometimes requires me to step out of my comfort zone—"

"Research ain't the problem, sugarcube," Applejack said. "You're bein' reckless."

"Reckless, Applejack, please," Twilight laughed, and gently extricated herself from her friend's grip, "I know what I'm doing. I'll be with Zecora the whole time. We're just going to find some Moonbells and I'll come home. I'll be back before you know it!"

Applejack frowned. "That's what ya said when ya tried to get the manticore venom."

"Well in my defense, I wasn't expecting Pinkie Pie to go waking it up."

"But that's just it, sugarcube. You're takin' crazy risks, and that ain't like you. You've always been all organized an' sensible. So," she tapped a hoof on Twilight's chest, "what's goin' on with ya, Twi? An' don't try lyin' to me, ah got that fancy necklace to prove it ain't gonna work."

Twilight cringed. Sometimes being friends with the embodiment of Honesty itself had its downsides. "Look," she said, "I know you're worried and all, but you have to trust me, y'know? I know what I'm doing. I'll be with Zecora. Between the two of us, we can handle whatever Everfree tries to throw at us, and I won't even be gone that long. Okay?" She put her hooves on Applejack's shoulders. "I'll be okay. I promise."

Applejack stared back for a second and finally let out a defeated sigh. "If ya say so, sugarcube," she said, "but somethin's eatin' at ya, ah can tell. And ah don't want ya thinkin' ya can't talk to me about it."

"And that's why you're such a great friend!" Twilight chirped. They shared a quick nuzzle and the purple unicorn promptly made tracks for the Everfree Forest. "See you later, AJ!"

Left behind, Applejack watched her friend dash off into not exactly certain but unnervingly possible doom. "Girl's gone nuts if ya ask me," she sighed, and turned back towards her cart.

Leave it to Applejack to smash her way to the core of the matter with all the subtlety of a freight train.

The iron walls of stubbornness had deflected the undaunted will of a tired Applejack at the end of a long day for the time being, but inside the metaphorical fortress paced a rattled Twilight Sparkle. As she trotted down the path into the Everfree Forest, her thoughts were anywhere but on her botanical expedition with Zecora. That cultural symbolism that associated the Nightblooming Moonbell with lovers would not leave her head, and neither would Applejack's claim that she had gotten "reckless"—as if she was trying to distract herself from something. And the trouble with being a genius is that you were usually too smart to actually successfully deceive yourself.

With only a hint of annoyance, she mused that this was probably all her brother's fault. She'd read before about how attending weddings stirred up romantic longings in ponies that weren't already...attached. All that imagery about everlasting love and happiness surely must have had some effect on her. Obviously there was some psychological trickery going on here.

Which was great to know, but knowing it didn't make it go away.

Twilight heaved a sigh as she settled onto the familiar path through the trees towards Zecora's hut. The forest was unusually foggy tonight, but as long as she stayed on the path there would be no problems. At least, none of the typical Everfree variety. The ones swirling around in her head were another story.

It was all just so silly. What did Twilight Sparkle need romance for? She had friends, and that had been enough of a shock to her system—and since she still so often had cause to send off another friendship report to Princess Celestia, she had obviously not yet found the limits of what friendship had to teach her.

But romance wasn't the same as friendship. There were things you could tell a lover that you could never tell your friends. There was a connection, the one she'd seen between her brother and Cadence, something special and powerful all the same, when it was done right. And..."curious" was not the right word to describe how she felt about that. It was some murky, indistinct longing to experience that for herself—layered over by the typical academic desire to know what it was, what constituted it, what it could do, what it meant. Friends were forever and she knew the bond between herself and the other bearers of the Elements was pretty well unbreakable—not even Discord could stand between them for long—but what Shining Armor and Cadence had was something different. Somepony they could share their lives with. And Twilight Sparkle wanted that.

The books in her library had been of little help. Most of them focused on the practical aspects of wooing a mate, and Twilight's concerns were more...existential. Nor had her friends' experience been of much help. Spike had his adorably hopeless crush on Rarity, which Twilight figured was not much of a model for her own romantic pursuits, and the rest of her friends didn't seem to be very interested in the dating scene at all. And...well, there was Lyra and Bonbon, but even Twilight could tell that their relationship was what the statisticians called an "outlier."

And the other books, the trashy romance novels of which Rarity was far too fond, made it all seem so dramatic. Twilight was no stranger to drama, but lost loves, old flames, interlopers, suicide pacts, star-crossed lovers...well, none of that was what Shining Armor and Cadence had, and it certainly wasn't what Twilight wanted. Somepony who shared her love of magic and learning, who fit with her perfectly...that was how it was supposed to work, right? That's how Shining Armor and Cadence worked. Heck, that's even how Lyra and Bonbon worked, in their own indescribably weird way. Shouldn't that be how it worked for her?

Twilight Sparkle, however, was far too smart to get lost in goofy little fantasies about the perfect mate. After all, no one in Ponyville quite appreciated magic, research, and academia the way she did. And that was important if she was going to go falling in love with anyone. Magic and research were her life, and if she was going to go sharing her life with anypony, they would have to appreciate that and reciprocate.

But did that mean she would have to be alone?

Twilight blinked as the word brought her back to her senses—and suddenly, "alone" was even more appropriate. The fog had gotten impenetrably thick. She could hardly see a few steps ahead. And what little she could see of the path before her did not look at all familiar. Was she...lost?

Ridiculous. She couldn't be lost. The path from outside Everfree to Zecora's hut was a straight shot, and she certainly would've seen the poison joke to let her know where she was. Partially reassured, she lit up her horn and started back ahead, under the gentle light of an illumination spell to try to pierce the fog.

A howl pierced the still night air and sent Twilight skittering for cover. Her gaze shot around the forest, only to find that the fog was getting denser—and ramping up the brightness of her spell was making little difference. Applejack's misgivings came back to her with a stab of guilt—but then, how was she supposed to know this crazy fog was going to set in? What was it anyway?

Twilight let out a breath and got back to her feet. Alright, just keep going, she told herself, you never made any turns back there, just get to Zecora's place and—

"Little fillies shouldn't go wandering alone in the woods."

Twilight whirled around in terror, only to find nothing but fog. That echoing voice lilting out of the haze had a chord of familiarity to it, but only under the harsh tones of malice that she had heard all too many times before. Nightmare Moon, Discord, Chrysalis...something was out there, something sinister, yet something she had never seen before.

"Who are you?!" she demanded.

The fog only laughed. Twilight turned back around and broke into a brisk trot. Threatening voices in the fog was a new trick for the Everfree Forest, but she was Twilight Sparkle, bearer of the Element of Magic, and—

"And where do you think you're going?"

Twilight's eyes shot to her right and she dove forward, just as a tree to the right snapped in two and came crashing down behind her. She yelped in surprise and ducked to the left to avoid another tree, and then another—and then she whirled around, a blazing ball of light on the tip of her horn to pierce the veil...only to find nothing.

"Where are you?!" she yelled. "What do you want?!" She turned around again and saw only more fog. "I'm warning you! You don't know who you're messing with!"

The voice laughed. Twilight turned around again—and then the fog before her parted and she stumbled into a clearing in the woods, framed with gnarled branches, surrounded on all sides by a dense haze, and occupied in the middle by the familiar shape of a pony.

Twilight frowned as the fog closed back in behind her. This was no ordinary pony. A unicorn the size of a grown mare in glossy purple armor and a tattered purple cape, a midnight black hide, a bright blue lightning bolt for a cutie mark, a mane made of nothing but wispy, swirling gray smoke...and then there were those eyes. Those telltale green reptilian eyes. Twilight's mind flashed back to the last pony's face she'd seen with eyes like those—the face of Nightmare Moon.

"I assure you, Twilight Sparkle," the mare in the clearing said with a wicked grin, "I most certainly do."

"Who are you?! Answer me!"

The mare threw back her head and laughed. "I've been waiting for this moment for a long time, little foal!" The ground began to shake; Twilight hunched down defensively as the forest floor quaked around her, and she backed away as the mare's horn flickered with bright blue light and violent surges of electricity. "Who am I?" the mare cackled. "I suppose it's only fair to let you know." The electricity lashed out from the mare's sparkling horn. Something flickered off to the right in Twilight's peripheral vision—and she turned around just in time to see a fallen log come streaking towards her. A blade of blue light flashed into existence, cut through the log, and vanished—and then the flying timber snapped open, neatly sliced into a claw, and slammed Twilight into the sturdy bole of another tree.

"What is this?!" she demanded, and struggled against the wooden claw. No good, it had jammed itself too far into the other tree's bark...

"You could call me one of your more careless creations," the mare chuckled, and stepped menacingly towards the trapped unicorn, blue sparks of magic dancing in the air around them both. "A consequence of trifling with somepony you shouldn't have."

Twilight glared back. "That's not answering my question!"

"Very well, then." The claw closed in tighter; Twilight ground her teeth as she searched for a way out. Maybe the impulse spell, or— "I'm not the pony you used to know," the mare said with a grin. "Not anymore. I've ascended beyond that."

"Who were you?!" Twilight demanded. "What's going on?! Why are you—"

"Now," the mare said, "I am Nightmare Storm!"

Twilight cringed. Nightmares. She'd heard about those...

"And with introductions out of the way," Nightmare Storm purred, and then another piece of fallen timber rose into view, glittering with the black unicorn's magic. Another blade of blue energy appeared and sharpened the timber down to a razor-sharp edge. Nightmare Storm turned her eyes back towards Twilight with a wicked smile. "I would hate to waste our time out here, Twilight Sparkle."

"Um...can't we talk about this?" Twilight said with a nervous smile.

Nightmare Storm's eyes flickered with rage and the blade came swinging down. Twilight's eyes went wide and her horn flashed to life—

And then, just before the blade reached her, Twilight disappeared in a flash of pink light, and the blade embedded itself in the tree instead. Nightmare Storm whirled around in fury—just in time for a bolt of magic to slam into her side and send her tumbling back into another unyielding tree trunk. She jumped back to her feet and scowled back at the purple unicorn, free of the claw.

"I see you're going to make this difficult," Nightmare Storm snarled, and blew an angry breath out her nostrils.

"I didn't come out here looking for a fight," Twilight started.

"Too bad! The fight found you!"

Four more logs jumped up into the air; the blue magic set to work and filed the ends down to sharp points in moments. Twilight gulped again and readied herself for another spell. The sharpened logs took off in a blur; Twilight ducked under one and hopped over the other, then dove to the side as the third went slicing by her. She whirled around on her back as the fourth came driving down towards her head—and then she jumped back up and blasted it out of the air with a bolt of magic.

"Sit still!" cried Nightmare Storm, as the other three spikes came whirling around. Twilight jumped away and skidded to a halt next to another fallen branch—and with a flash of magic, she flung the branch up to swat one of the spikes out of the air and smash it to pieces.

Nightmare Storm herself charged forward with a crackling bolt of blue magic. Twilight threw herself to the ground and rolled away; Nightmare Storm lurched down towards her, hooves raised. Twilight kicked upwards and caught her foe in the chest, sending the black unicorn tumbling backwards. She jumped back to her feet and hunched down into a defensive stance—but then she yelped in surprise and backed up as Nightmare Storm came charging back towards her again, and the two ponies locked horns, glowering into each other's eyes.

"I don't know who you are," Twilight grunted, and she dug in her hooves as the bigger mare pushed her down, "but if you think you can just pop up out of nowhere and hurt me—"

"I have waited far too long for you to go screwing this up!" snarled Nightmare Storm, and she sent Twilight skidding backward with a hard shove. "I did not spend all those months rotting out here, developing these powers, turning myself into something more than you—" the black unicorn's horn lit up and a stream of blue magic bolts blasted out, sending Twilight scrambling for safety— "for you to stop me now!" Nightmare Storm took off at a gallop after the retreating Twilight, horn flaring. "You are no longer more powerful than me! Everything has changed! Now get back here and die!"

Twilight dove into the fog and charged forward. I can't just run like this forever! Think think think think—

She lurched to a stop with a yelp and threw herself to the ground, just in time for a flickering blade of blue energy to sweep by overhead.

"Hold still!" roared Nightmare Storm, and she drove her horn forward, towards Twilight's heart—

Reflex took over as Twilight rolled away and bucked back, smacking Nightmare Storm in the chin and sending the bigger pony staggering back in a daze. Twilight took the chance to leap back to her hooves and lunge back into the fog—but the blue blasts of magic followed, and Twilight ground her teeth in frustration. Nothing was stopping that crazy pony...!

She turned around again, another blast on the tip of her horn—but then she screamed in surprise and threw her head down, just as those two sharpened logs went flying by.

"Oh right, forgot about those..."

Nightmare Storm parted the fog with a furious snort and dug her hooves into the ground. "Very clever, little foal, but I can do this all night."

Twilight scowled back and willed herself to be calm. "Sooner or later somepony will find us, and it won't be good news for you."

"Let them," scoffed Nightmare Storm. "I will kill them, the same as you!"

Twilight tensed and jumped to the side as the spikes came flying back at her. They abruptly veered up into the sky, to come spiraling back down towards her. Twilight's eyes flicked back towards Nightmare Storm, a vicious grin on her face—

And then, with a brilliant burst of pink light, Twilight sent up a shimmering magical barrier over her head—just in time for the two spikes to slam down into it and shatter into useless splinters. Nightmare Storm snarled in rage and lunged towards the purple unicorn; Twilight vanished again and reappeared behind her relentless foe. She ducked back into the fog—and Nightmare Storm's fusillade of magic blasts followed with a wordless scream from the black mare.

"Don't think the forest will hide you!" Nightmare Storm cried.

"Okay, seriously, why are you doing this?!" Twilight screamed back. She turned around to face her attacker—and then ducked to the left as another blast went searing by her and snapped a tree behind her in two. "What did I do?!"

The black unicorn charged forward with a wordless growl. Twilight teleported again and turned around to run away—but then yet another fallen branch came flying up to catch her in the chest and pin her against another tree trunk. Nightmare Storm landed before her with a crash, horn sparking with menacing light—

"Oh no ya don't!"

Nightmare Storm hardly had time to blink before an orange blur slammed into her from her left and sent her tumbling away to disappear down an incline.

"Applejack!" Twilight exclaimed. "Am I glad to see you!"

Applejack tossed away the branches around her friend. "Yeah, savin' the day, ah know, now who's yer friend?"

"I don't know! She just—and I—how did you find me, anyways?"

Applejack glanced down the incline, where there was no sign of the larger unicorn. "You've been puttin' on a light show with this little...whatever ya got goin' on here. Saw it all the way from the farm. Now come on, let's get outta here 'fore yer dance partner there comes back."

The two ponies turned around—and there was Nightmare Storm, eyes blazing with utter fury. "Wonderful," the black unicorn sneered, "you brought a friend."

Applejack and Twilight backed away, crouching into defensive stances. "An' just who the hay are you?" Applejack shot back.

Nightmare Storm flung up a storm of fallen branches and charged forward. The two ponies leapt apart and Applejack let loose a strong kick with her back legs; Nightmare Storm ducked under it, seized her tail with a tendril of magic, and flung her towards Twilight. The purple unicorn yelped in surprise, her own horn lit up, and a soft pink glow surrounded Applejack and set her back on her hooves.

"Alright, what the hay is this all about?!" Applejack snapped—and then she threw herself back on the ground as another shimmering bolt of blue magic flashed by overhead and wiped out another tree.

"Some dimwitted farm dullard is not going to keep me from my victory!" Nightmare Storm screamed and barreled towards Applejack again, horn throwing sparks. Twilight leapt in front of her friend and they both vanished in a burst of pink light, reappearing again behind another, much larger tree.

"'Dimwitted'...okay Twi, do you owe this mare money or somethin', 'cuz this is not what ah was expectin' when ah came out here," Applejack whispered. "What's goin' on?"

Twilight glanced nervously around the tree trunk. "I don't know! She just showed up out of nowhere rambling about how she's been waiting for this and next thing I know she's trying to kill me! But," she checked again for any signs of their armored foe, "maybe we can get away—"

"Not likely!"

The tree behind the two ponies suddenly rattled. Applejack and Twilight jumped away, just in time for the entire thing to glow blue and lurch out of the ground, roots and all—and underneath it, horn glittering with light, stood a furious Nightmare Storm.

"I have had it!" the black mare screamed, and the tree hovered menacingly over the two ponies. "I have spent months out here honing these abilities! The power of a Nightmare is far beyond the puny abilities of some ordinary unicorn! I will not be denied—"

"Oh, quit yer yappin'!" Applejack shot back—and with that, she tossed a rock into the air, whirled around, and bucked it straight at Nightmare Storm's head. The black unicorn ducked down to avoid it; Twilight seized the chance to launch a blast of pink magic up into the tree and blow it to pieces. The wooden splinters rained down around the three ponies, and under the hail of shrapnel, Applejack threw herself forward and rammed Nightmare Storm in the shoulder. "Twi, ah'll keep her busy! Do somethin' brilliant!"

Twilight cringed as she watched Applejack and Nightmare Storm go tumbling away in a frenzy of flailing hooves. That frightening black unicorn wouldn't be distracted for long. She screwed her eyes shut and started concentrating. She'd only have one chance at this...

Applejack, meanwhile, grunted in pain as she slammed down into the ground at the bottom of an incline. Nightmare Storm leapt back to her feet, hooves raised; Applejack rolled away, kicked as she jumped back up, and smacked Nightmare Storm in the side of the head. The two ponies circled around each other, Nightmare Storm growling like a furious dog.

"You have no idea what you're trifling with, farmer," she snarled.

"Not really, no," Applejack answered, "but ah'll whip ya all th' same."

"Fool!" Nightmare Storm flung herself forward, horn alight. Applejack sidestepped the charging mare and whipped around with a hard kick to the black unicorn's side. Nightmare Storm lashed out with a hoof of her own and smacked Applejack across the muzzle. The earth pony followed the momentum to whirl around and then slam Nightmare Storm in the side of the head with another hard kick. The black unicorn staggered back and blinked, obviously dazed—and Applejack took that as her cue to charge forward and ram Nightmare Storm again, sending the taller mare sprawling in the dust.

"Givin' up yet?"

Nightmare Storm struggled back to her feet, vicious rage glittering in her eyes. "You have interfered long enough, earth pony," she snarled—and then, sparks of blue light dancing around the trees and crackling through the fog, a swarm of branches and loose rocks lifted into the air around the black mare. Applejack backed away and cringed; beating back a pony with her trusty hooves was one thing, but crazy projectile magic was a whole different story. "Now," hissed Nightmare Storm, as the storm of debris reared back overhead, "let this be done—"

"Applejack, duck!"

Nightmare Storm whirled around, eyes wide, as Applejack threw herself to the ground—just in time for a blinding flash of pink light from the ridge overhead. The black unicorn lit her horn up in defense, the cloud of forest debris falling to the ground, forgotten—and then a vast column of light came crashing down from Twilight Sparkle's horn. Nightmare Storm launched forward a blast of her own to meet the attack head-on, but with a hail of sparks, Twilight's blast punched its way through and hit home—and Nightmare Storm sailed through the air with a scream and slammed hard into a towering tree, yards away. The black unicorn fell to the ground with a grunt.

"Applejack! Are you okay?" Twilight cried as she hopped down the ridge towards her friend. Applejack cracked open her eyes and blinked in disbelief at the smoking trench her friend's magic had carved into the very earth—and then looked back up at the breathless Twilight.

"Holy horseapples, Twi, you did all that?"

"Basic directed energy spell," Twilight huffed. "Princess Celestia taught me—"

"You call that 'basic'?"

"Well...sort of." Twilight helped Applejack back up and they both turned towards the splintered tree where Nightmare Storm was haltingly getting back up. "Now what about her...?"

"Ah'll buck her brains out, that's what," Applejack snorted. "Thought ya would've learned yer lesson!"

Nightmare Storm flinched as she tried to put weight on her rear right leg. "I have a Nightmare's power coursing through me," she growled. "I have power like none of you have ever seen before! And you think you can—"

She fell silent at the sound of voices off in the fog—and Twilight smiled in recognition, as she heard Rainbow Dash somewhere off in the forest, and the sound of hooves on their way. "That's my friends," she said with a triumphant grin. "You're already outnumbered, Nightmare Storm, and now you're about to be even more so. Now stand down!"

The black unicorn's reptilian eyes darted back and forth between the direction of the sounds and the two ponies in front of her—and then, with a furious snarl, she disappeared behind a veil of smoke. Twilight started forward, but the cloud lurched up and vanished into the darkness.

"Twilight!" The fog at the opposite side of the clearing parted and the next thing Twilight knew, she was on her back with the rest of her friends huddled around her, bombarding her with questions.

"Twilight, what happened?!" demanded Rainbow Dash. "There were lights everywhere and Applejack sent me to go get everyone else—"

"—and your mane is simply a mess," Rarity wailed, "what on earth happened, did something attack you—"

"—and, oh my, you're all bruised," mumbled Fluttershy, "and we should really wash those cuts before they get infected, and—"

"—and there was a BIG explosion," Pinkie Pie cried, "and it was all FWOOOOOOM and I was all OMIGOSH and Rainbow Dash was all 'we have to help Twilight' and I thought you were fighting a monster or something like a manticore or a cockatrice or a manticore and a cockatrice or a manticore with a cockatrice head or a cockatrice with a manticore head or, or, or I don't know what, but now we're here and it's gone and you're okay!" and she finished by wrapping Twilight up in a bone-crushing hug. A moment later she blinked and looked back at Twilight with concern. "Um, right? You are okay, right?"

Twilight took a moment to shake her head as the rest of her friends stared at Pinkie. "Um, yeah, I'm fine..."

"Heavens to betsy, y'all, let the girl breathe," Applejack sighed. "It wasn't a monster out here. 'least, ah don't think it was."

"Then what in Equestria was it?" Rarity asked, and glanced around nervously. "You've never had to use that much magic to escape the monsters here before."

Twilight sat down with a heavy sigh, as the exhaustion set in. "It was another pony," she said, "a black unicorn. She kept saying she wanted to kill me."

Twilight's friends gasped in near-unison.

"K-Kill you?!" squeaked Fluttershy.

"Why would anyone want to kill you?" Pinkie cut in. "I mean, it's not like you're a bad pony or—wait, do you owe her money?"

"I don't owe anypony money!" Twilight cried.

"Where is she?!" yelled Rainbow Dash, taking to the air with a growl. "I'll take care of her! Nopony threatens my friends!"

"Simmer down, Rainbow," Applejack said, and yanked her back to earth by her tail, earning a glare from a slightly offended Rainbow. "She took off after she heard y'all comin'. Guess she didn't think six to one was good odds."

"Oh, great," groaned Rainbow, "we'll never find her in all this fog."

"B-But we have to do something," Fluttershy added, "because, I mean, somepony might get hurt out here, if there's such a mean pony running around..."

"Exactly," said Twilight, and she painfully got back to her feet and pointedly ignored the soreness in her muscles. They'd be all stiff and painful tomorrow, but there was nothing she could do about that now. Maybe they could stop by Zecora's hut on the way back, but first things first... "So, Rainbow Dash, you go back to the library and get Spike. We've got a letter to the princess to write."

The taste of failure stung Nightmare Storm even more than the pain in her leg and the numerous cuts, scrapes, and bruises all over her battered body. She finally came to a stop under a gnarled tree and collapsed to lick her wounds. A healing spell would take time and concentration, and right now she was exhausted—physically and emotionally. Twilight Sparkle had been alone and distracted, and she, Nightmare Storm, had been at the height of her power. It should not have ended this way.

And then...there was him.

Nightmare Storm's face twisted into a furious scowl as she picked up the sound of crackling fire. Bathed in warm orange light, another figure stepped out of the darkness—this one a tall black stallion, a stallion with wings and a horn and glimmering red reptilian eyes, with a mane and tail of pure, undulating flame.

"Of course," she sneered, "where there's smoke, there's fire."

"Oh, my little storm cloud," the stallion sighed, "what exactly happened here? You said you would, and I quote, 'tear her to pieces,' and, funny thing, really, I just walked by that little clearing and found Twilight Sparkle still in, you know, one piece, and I'm pretty sure that wasn't part of the plan, so—"

Nightmare Storm growled. "Don't patronize me," she snapped. "You lied! You told me this power would be enough to destroy her!"

"Well, yes, and who can blame me?" the stallion asked with a shrug. "I mean, I only harnessed the infinite power of darkness, fueled by the unceasing depths of sheer animal hatred, and gave it to you to command at your merest whim. How in the world could I have expected you to kill one little ol' pony with that?"

"I did not expect her friend to interfere!"

"And neither did I," the stallion went on, and threw an arm around Nightmare Storm's aching neck, "but hey, live and learn, right? So I'll tell you what. You just stay here and get yourself all healed up, right as rain, and we'll give this whole 'kill Twilight Sparkle' thing another shot some other time. Sound good?"

Nightmare Storm cringed. "I've lost the element of surprise now. She and her friends will expect me."

"And we'll adapt," the stallion said with a smile. His long black horn sparked with red magic and wrapped Nightmare Storm in a soothing glow, and the pain began to ease away. "Besides, brute force and sharp pointy things you found in the forest aren't the only ways to kill a meddlesome unicorn."

"Really now."

"Yes, really." The stallion stood back up, and turned his eyes towards back towards the darkness in the rest of the forest. "It's all about knowing the right tricks." He looked back down at Nightmare Storm with a grin. "Wouldn't you say?"

Nightmare Storm put her head down with a sigh and her horn came to life, as she called upon the forces of magic to heal her injured body.

"Now now, chin up, my little storm cloud," the stallion said, as he turned back towards the shadows. "Don't be so glum. You'll get it right one of these days. Because," he glanced back at Nightmare Storm, the smile still on his lips, "you know what happens if you don't."

Nightmare Storm ground her teeth and bit back her rage as the stallion vanished into the darkness.

Chapter 02: The Dark Side of Magic

Chapter 2: The Dark Side of Magic

The sight of Canterlot's marbled towers and high walls had a soothing effect on Twilight Sparkle, as she watched from the back of the chariot drawn by no less than four white pegasus Royal Guards, her friends clustered around her. The well-defended capital city of Equestria had always been safe—with a few highly notable exceptions—and right now, with the sounds of battle still ringing in her ears and her stiff muscles still protesting against any movement she made, security was what she craved most.

Spike's letter to the princess had gotten an unusually prompt and curt response, and just before first light the morning after the attack in the Everfree Forest, Twilight was packing her bleary-eyed friends onto a chariot that would take them directly to the castle. But this was no time for grumbling. Something dangerous was loose within Equestria's borders, and Twilight had a feeling only the Elements of Harmony could stop it.

Of course, this had nothing to do with how it was always only the Elements of Harmony that could stop it.

The chariot swept down past a wide balcony near the top of the castle's highest tower. Twilight smiled at the sight of Princess Celestia, horn glittering with magic, as she looked out towards the eastern horizon—where the first rays of the sun were just beginning to crest over the far-off mountains to the east. It was comforting to see the familiar sights of home and the princess's routine—but it was also a little disturbing. After all, after raising the sun, Princess Celestia usually kept her early mornings to herself, before setting off for the throne room and the day's work. If she had cleared her schedule for this matter, that meant it must have been very important.

Well, she mused, with any luck it would just be a matter of picking up the Elements of Harmony, trooping into Everfree, and blowing away the frightening creature out there. And that would be that.

Hopefully.

The chariot landed with a thump that shook the dozing Rainbow Dash awake. "Her Highness will see you immediately," one of the guards said, with an impatient flap of wings. Twilight led her drowsy band of friends forward, up the steps and through the double-doors, and down the vast corridors of the castle. Rarity, Rainbow, and Fluttershy all looked sorely in need of some coffee as they shambled after her, and as usual Pinkie bounced like a spring. But it was functionally impossible to get out of bed earlier than Applejack, so at least Twilight had the stalwart farm pony for a conscious conversation partner.

Applejack glanced awkwardly around the resplendent halls. "So, uh, Twi," she said quietly, "was it just me, or was that pony last night a whole lot like Nightmare Moon...?"

"It wasn't just you," answered Twilight. "It was something called a Nightmare. I read about them when I was studying here," she nodded off in the general direction of Canterlot's prodigious library, "but there wasn't much to read. I'll have to ask the princess about it."

"Well, we turned Nightmare Moon good again just by zappin' her with the Elements," Applejack said with a shrug. "Maybe that's all we gotta do this time."

"I hope so."

Rainbow Dash interrupted them both with a loud yawn. "Great story, guys, but how come we all had to come first thing in the morning?"

"Because," interrupted another voice, "this matter is of the gravest importance."

Every pony instinctively threw themselves to the ground in something between reverence and fear before Princess Luna. The princess of the night blinked in surprise for a moment before Twilight got back to her feet.

"Princess Luna! Did Princess Celestia tell you—"

"Of course, Twilight Sparkle," Luna interrupted, and motioned for the six ponies to follow, down the long corridors towards the throne room. "The Royal Guard has been in a panic since your letter arrived, and I fear my sister has not slept well."

Twilight cringed. "I-I'm sorry—"

"There is no need." Luna nudged open the doors with a glow of magic and ushered the six ponies into that vast and sweeping chamber from which the two sisters ruled all Equestria. The vaulted ceiling, the columns and fountains, the shimmering stained-glass windows—and there underneath it all sat serene Princess Celestia.

The doors swung shut and Celestia smiled gratefully as her student came bounding up to her. "I'm glad to see you unharmed after your little adventure last night, Twilight Sparkle."

"Yes, well, combat magic, never know when you're gonna need it," laughed Twilight.

Celestia looked up at the other somewhat bleary ponies—the ones that Twilight noticed had managed to start waking themselves up in the presence of Equestria's rulers—and her smile faded.

"All the same," the princess said, "you've brought us some troubling news. It does not sound like one of the ordinary creatures of the Everfree Forest that you encountered."

"It wasn't, Your Highness," Applejack said with a sigh. "It had this spooky mane made outta smoke, like," she glanced furtively at Luna, "like Nightmare Moon or somethin'."

Luna flinched at the name as Twilight continued. "It kept ranting about how it wanted to kill me," she said, "and it mentioned something about having gained new power. I did a little research after I got back to the library and I think it might be—"

"A Nightmare," finished Luna, and all eyes turned towards her. "Of course it is. The second one."

"Yes," agreed Celestia, "although if it's confined to the Everfree Forest, it may not have had any contact with the other one."

"But a Nightmare does not emerge from a vacuum," said Luna, "and the one we have pursued until now is crafty enough to have created a second."

"Possibly, but out of who...?"

"Uh, beggin' yer pardon, Your Highnesses," Applejack spoke up, "but...what's a Nightmare?"

"Y-You mean there's more things like N-Nightmare Moon?" Fluttershy whispered, hunkered down on the floor.

"Um, I meant to ask about that, actually," Twilight said with a sheepish grin, "because when I was researching, I noticed that there wasn't a whole lot to, you know, research..."

Celestia and Luna shared a somber look and Twilight's heart sank, before the lunar princess stepped forward. "Well then," Luna said, "I suppose I should explain, since I have a...special relationship with this subject." She shivered, but started speaking again before Twilight or anyone else could say a word. "When I was...Nightmare Moon, I was but the strongest and best-known of a certain kind of creature known to roam the lands in Equestria. The Nightmare is a special creation that results from the mixture of a pony's natural magic with powerful emotions, like anger, greed, or," she glanced awkwardly over at Celestia, "jealousy."

Rainbow Dash blinked disbelievingly. "S-So you mean you can make more Nightmare Moons...?"

"Anypony can become a Nightmare," Luna answered. "Everypony has some affinity for magic."

Pinkie gasped in utter horror. "Even Derpy?!"

All eyes turned towards her in astonishment. "Err, I...suppose?" Luna stammered.

"And the power of our emotions is strong enough to affect our very environment," Celestia added, before Pinkie could interrupt again. "The power of disharmony was enough to free Discord. And you six were there to see what one could do with the power of love. Which, to answer your question," she glanced over at Twilight, "is why you couldn't find much to read about the Nightmares. I do not want it to be common knowledge that such creatures could be produced."

Fluttershy shivered. "Are they really that dangerous?"

Luna looked over at her sister again, and this time there was no mistaking the regret in her eyes. "A pony turns into a Nightmare and gains great power by the influence of negative emotions taken to their extremes...such as in my case."

"Luna," Celestia started, "you don't have to—"

"I must," answered Luna, with a curt nod towards Twilight and her friends, "so that they know what we have to deal with." She turned back towards the six ponies. "I transformed into Nightmare Moon because I was angry that the ponies of Equestria slept through my nights. But I could not vent that anger anywhere, so I held onto it in my heart, where it took root and grew. And everything anypony did that displeased me, everything that I could perceive as a slight, all acted to feed that anger and make it stronger."

"A-An' then the Nightmare took over?" Applejack asked.

Luna glanced again at her sister. "The Nightmare did not take over. The Nightmare grew out of me." She looked back at the six shocked ponies. "It was always myself underneath the façade of Nightmare Moon. It was my hatred, of," she closed her eyes shamefully, "of you, sister, that fed the Nightmare and kept it strong." She squeezed her eyes shut, and Celestia stepped up next to her to offer a gentle nuzzle.

"I understand," she whispered.

Luna smiled back and wiped away her tears. "I know." She looked back towards Twilight and her friends. "When I was imprisoned on the moon, with only the Nightmare to keep me company, it sometimes seemed as though it was a separate entity from myself. But other times, at the height of my rages, when I looked back on what had happened and felt the greatest fury, the power the Nightmare wielded came from me." The six ponies with the Elements of Harmony stared back uncomprehendingly. "It...is difficult to explain to someone who has never experienced it..."

"The point," Celestia added, "is that a Nightmare does not simply possess its host. It is its host."

"And that is how the Nightmare takes root," Luna went on. "It can only grow in a pony who already has those negative emotions, and locks them away without closure. They grow and come to corrupt the pony who holds onto them. And the one thing such a creature desires the most is satisfaction of its anger."

"Which begs the question," Celestia finished, "who in Equestria could have such powerful feelings against you, Twilight?"

The throne room fell silent and all eyes turned towards the purple unicorn. "Who in the world would wanna hurt Twi?" Applejack sputtered.

"Indeed!" scoffed Rarity. "Our Twilight is the very picture of politeness and courtesy! Surely there must be a mistake."

"Are you sure you don't owe her any money?" Pinkie asked. "'cuz I could've sworn—"

Twilight frowned as she wracked her brain for a name or a face that might have some reason to be angry at her—angry enough to turn into this Nightmare. She couldn't think of anyone who had reason to hate her—at least, no one who was still around. Nightmare Moon was destroyed, Discord was trapped in stone again, and the Changeling queen had been thrown out of Equestria entirely. Yet somepony had evidently gotten mad enough at her to turn into this terrifying beast. Somepony who already knew her and knew what she could do.

"Um," Fluttershy spoke up, "what about that one pony with the magic act?"

All eyes turned towards the yellow pegasus, who promptly tried to hide behind Pinkie Pie. "Wait a minute," Rainbow Dash said with a frown, "you mean Trixie?"

Twilight blinked in surprise. Trixie—Trixie, the boastful unicorn magician whose bragging had led Snips and Snails to lead an Ursa Minor to Ponyville! The same unicorn who had run off after that whole fiasco, and Twilight recalled letting her go, thinking that maybe she would "learn her lesson"...and, well, evidently she'd just turned into a Nightmare somewhere out there instead. So much for "learning her lesson."

"Wait, wait," Applejack said with a disbelieving shake of her head, "ya mean that loudmouth magician with the wagon went all crazy and wants to kill Twi?"

"Of course!" cried Pinkie with a victorious grin. "It all makes sense! Her reputation in shambles, she fled to the Everfree Forest, where she was left alone with only her thoughts and her humiliation, and humiliation leads to anger, and anger leads to hate, and hate leads to crazy evil murder-pony! It's perfect!"

"That's ridiculous," scoffed Rarity. "What happened with the Ursa was hardly worth killing for."

"And so what happens next is Twilight journeys far beyond Equestria searching for the secrets of the Nightmares and meets wise and powerful creatures from all over the world and together they form a team, a fellowship even, and—" Pinkie said no more as Applejack dutifully shoved a hoof over her mouth.

"Twilight," Celestia said with a frown, "perhaps you should explain."

"Err, well," Twilight pawed the floor nervously, "do you remember a friendship report I sent where I talked about being afraid that my friends wouldn't like me for my magical talents?" Celestia nodded. "The unicorn they're talking about is, um, related to all that. See, there was this magician named Trixie who put on a show in Ponyville, but she was really boastful and obnoxious about it. And she embarrassed my friends on stage and got them angry, and—"

"And she turned my mane green!" Rarity added with an outraged stamp of hooves.

Twilight glared back. "Well you got the green out, didn't you?"

"It's the principle of the thing, Twilight!"

"Anyways," interrupted Celestia, and Rarity backed away sheepishly and tried to join Fluttershy in hiding behind Pinkie.

Twilight cleared her throat. "Anyways, Trixie told a story of how she'd defeated an Ursa Major, so a couple of foals found an Ursa Minor in the Everfree Forest and, thinking it was an Ursa Major, they brought it to Ponyville for her to defeat. And it turned out she couldn't, so I had to take care of it, and Trixie ran off with her reputation in ruins." She frowned as the other details began to bubble up from the murky depths of memory. "She lost her wagon and all of her possessions, but after I took care of the Ursa, she ran off towards the Everfree Forest. And, um," she shrugged, "that's the end of the story, as far as I know."

Luna glanced over at her sister. "Obviously not, if this magician turned into a Nightmare."

"Is there anyone else the Nightmare might be, Twilight?" asked Celestia.

"No one that I can think of."

"Now I wish I had followed her!" groaned Rainbow Dash, with a glare at Twilight. "Some lesson she learned!"

Celestia and Luna shared a knowing look. "I suppose this is the most plausible explanation we have," Luna said with a sigh. "Even so..."

"Alright!" Applejack exclaimed. "So Trixie went nuts and wants to kill Twi! What do we do about it?"

"That," Celestia said with a frown, "is the difficult part." She cast a somber glance over the six ponies before her. "There is another Nightmare on the loose, in the caverns underneath Canterlot. Luna and I have been working for months to contain it, but since neither of us know who the Nightmare was originally, we do not know who its target is or what exactly it wants to do. All we know is that it is very dangerous," she closed her eyes, "and willing to kill."

The six ponies gasped in horror. "Therefore," Luna added, "neither of us can deal with this second Nightmare. It has taken all our attention just to follow the first."

"Then we can do it!" Twilight spoke up. "We'll deal with it! Applejack and I were able to stop Nightmare Storm once, and with all six of us, there's no way she'll beat us!"

Luna and Celestia shared another look. "She has a point," Luna said. "If this Nightmare is anchored to a unicorn of middling talents, and she already defeated it once before..."

Celestia pursed her lips. "I suppose."

"Yeah!" shouted Rainbow Dash, and she eagerly took to the air. "So what are we waiting for? Let's go get the Elements and—"

She fell silent at the sober look on the two princesses' faces.

"Um...what?"

"Commendable enthusiasm, Rainbow Dash," said Luna with an awkward shuffle of hooves, "but, well..."

"There are two ways to neutralize a Nightmare," Celestia explained. "The...preferred method does not involve the Elements of Harmony. A Nightmare cannot survive without negative emotions to fuel it, so if the Nightmare's host were to let go of the anger in which the Nightmare rooted itself, the Nightmare alone would wither and die, and the pony would return to normal."

Twilight and her friends shared a confused look. "So...we'd have to make Trixie...stop being mad at Twilight?" Fluttershy asked.

"Wait, that's not how we defeated Nightmare Moon!" Rainbow Dash protested. "We used the Elements of Harmony, and—"

"If you use the Elements of Harmony on this Trixie," Celestia interrupted, her face grim, "it will kill her."

All six ponies came to a stop in disbelief. "What?!" Applejack cried.

"But we used the Elements to defeat Nightmare Moon, and Princess Luna survived perfectly well!" Rarity wailed.

At that, Princess Luna regally unfurled her wings and stared down imposingly at the six ponies. "I am the princess of the night," she said, punctuated with an imperious beat, "and you can no more destroy me than you can pull my moon down from the starry sky."

"And even Luna was severely weakened by them," Celestia added, as Luna came back down to earth with an annoyed huff. "But Trixie is a mortal pony and that means she would not survive. The Elements of Harmony are the most powerful magic we know. Only an immortal being can survive its use."

Twilight sat back, stunned. Of course, it made perfect sense. The Elements of Harmony acted to restore balance and order to things that had become disordered, but it worked on a massive scale. The power that had undone Discord's chaos at a single stroke would have to be overwhelming to a mortal body, especially if it was concentrated on a single pony...

"So we could try to save her," Rarity said, "or we could," she shivered, "destroy her."

"I vote for save," Fluttershy mumbled.

"But she's crazy now!" cried Rainbow Dash.

"But we can't have a party if we blow her up!" Pinkie wailed. "Can we? I mean, she couldn't come to it, so it couldn't be a welcome party or anything, but—"

"All ah know is whatever she is, she's dangerous," Applejack said, "an' ah don't wanna take no chances."

As her friends descended into an argument, Twilight thought back to that obnoxious magician, running away in shame. Trixie had picked on Applejack, Rarity, and Rainbow Dash, and her boasting had inadvertently led to the Ursa's rampage. But being boastful and mean was no reason to die. Quite a few unicorns got a touch of arrogance when they lived among Earth ponies. It was one of those traits the schools tried to stamp out, and it was a lesson every unicorn eventually had to learn growing up. Just because you had a horn and could do magic didn't make you any better than any other pony. After all, you couldn't fly like the pegasi, and you had no natural strength or affinity with the life-giving earth, like the Earth ponies.

So Trixie hadn't learned that lesson. That was no reason to die. And besides...

"I think we should save her," Twilight said suddenly.

The argument stopped and all eyes turned towards her in surprise. "But Twilight, she tried to kill you," Rainbow started.

Twilight held up a hoof to stop her. "I know. And I know Trixie was, well, kind of a giant jerk to you guys. But we can do this another way." She got back to her feet and looked around earnestly at her friends. "We all know the kind of power friendship has. Not even Discord could get between us for long. And Nightmare Storm isn't nearly as scary as he was. But we can defeat her another way, without having to kill anypony."

Applejack arched an eyebrow. "Even if she wants to kill you?"

"Well, I mean, you guys don't want to kill her, do you?" The other ponies glanced guiltily at each other, and Twilight smiled triumphantly. "She didn't learn her lesson last time, but we can make it different this time. That's what friendship is all about, right?"

Twilight's friends murmured amongst each other for a moment, before the gears in Pinkie's mind clicked into place and she began to beam.

"Wait a minute, that means we'd have another friend, and if we have another friend, that means—"

"Here it comes," sighed Applejack.

"—A PARTY!"

Twilight turned away from her friends, confident that she had been victorious—and her smile fell at the sight of the princesses' still somber demeanors.

"We're...doing the right thing, right?" she asked.

Celestia only smiled back sadly as Luna stepped forward. "A Nightmare is not easily swayed from its lifeblood," she warned. "And the strong emotions that nourish it are not easily diminished—especially by mere words. Are you prepared for a challenge unlike any you have faced before?"

"Wh-What do you mean—?" started Twilight.

"What she means," Celestia said, "is that you must take somepony who hates you—hates you enough to kill—and turn them into a friend. Are you up to that?"

Twilight looked around at her own friends, and for a moment, she faltered at their unsure faces. And there were times when she'd wondered whether they were really behind her—but in the end, from Discord and the Changelings to late friendship reports, they had always pulled through for her. Surely they would again.

Celestia and Luna shared a look. "No matter your answer," the former said, before Twilight could speak, "we'll have much to discuss later tonight. But for now, I'm afraid we have other matters to which we must attend." She smiled warmly at the six ponies and nudged open the door with a bit of magic. "I leave it to the six of you to decide how this Nightmare should be neutralized. Take some time to yourselves in the city, and think about it. I will await your answer tonight."

As much as she respected and loved her mentor, sometimes it drove Twilight Sparkle up the wall to think how vague she could be.

That meeting had ended an hour ago and Twilight had met Spike—the same Spike who had stayed up far too late past his bedtime last night writing a letter and coughing up the response, and who had spent the morning making up for lost sleep—and still the purple pony was wracking her mind. Did the princess still have confidence in her? They were the Elements of Harmony, their power cemented and multiplied by their friendship, and the princess was leaving this up to them—but then more questions came. Was it really Trixie? She couldn't think of anyone else it might be—but then she'd never really gone and compiled a list of enemies that might be lurking in the Everfree Forest waiting to kill her. What if it wasn't Trixie? Then how would they ever talk the Nightmare down? What if it was Trixie—and she didn't want to listen? What if she was wrong and that thing wasn't a Nightmare at all? That was entirely conceivable, her research had been so scanty—but even still. And what if that other Nightmare the princesses mentioned was involved? That was a whole new set of variables to consider and—

"So," said Spike, and his voice went crashing through Twilight's frantic vortex of thoughts like a wrecking ball, "what are we doing out here anyways?"

Twilight blinked, looked around, and realized sheepishly that she had somehow wandered into the center of Canterlot's busy market square, with Spike on her back.

"O-Oh," she started, "wow, did I really zone out that bad?"

"It was an eight at the least," Spike answered.

Twilight cringed. The Zone-Out Scale was out of ten. "Well, um, the princess just said for us to take some time to think about it, so we all kinda went our separate ways. Although if I recall..."

As though on cue, an explosion of confetti blasted out the windows of a nearby bakery, followed by the high-pitched giggling of one pink earth pony.

"Couldn't stop her, huh," deadpanned Spike.

"Applejack tried," sighed Twilight, and started walking again. "It didn't work."

"Well, hey, I know," Spike said with a grin, "let's go see some of our old friends, when we lived here! Like Moondancer! Remember her?"

"Um...no?"

"Starsong?"

"No."

"Firefly? Starflower? Melody?"

"Nope, not ringing a bell."

Spike almost appeared to deflate. "Oh yeah, you didn't have friends in Canterlot. I did."

Twilight smiled sheepishly. "We can go see them any—"

She fell silent as she ran straight into something and fell flat on her rump, depositing Spike straight onto the pavement with a thump, and when she looked up, she found herself staring into the bright green eyes of a chestnut-colored pegasus pony with a seesaw on his flank. The stallion immediately smiled apologetically and held out a hoof to help Twilight back up.

"Terribly sorry, miss," he said, "I didn't even see you there!"

"No no, it's me," Twilight replied, and levitated an annoyed Spike back onto her back. "I just, y'know, get my head stuck in the clouds and—"

"Hey, wait a minute," the stallion spoke up, with a grin of recognition slowly spreading on his lips, "I think I've seen you before. Twilight Sparkle? The princess's student?"

"Um, yes—"

"Well now! Not every day you bump into such famous ponies, is it?" The stallion gave an elegant bow with unfurled wings. "Seesaw, humble pegasus, at your service, Miss Sparkle."

"Oh, well, um—" started Twilight, before Spike smacked her upside the head. "Right! Right, well, sorry to bump into you like that, I'll just be on my way—"

"Come to think of it," Seesaw said with a curious look, "I haven't seen you around here too often, being the princess's student and all. Full-time job?"

"Oh no," Twilight said with a dismissive wave of a hoof, "I've been living in Ponyville these days. Special assignment. Very important."

Seesaw's eyes lit up. "Ponyville?" he echoed. "Really! This little encounter gets more fortuitous by the moment!"

"What do you mean?"

"Well, see," he shuffled his hooves for a moment, "I guess it's a bit embarrassing to admit, but I must confess to a certain soft spot for those traveling unicorn magic shows. I'm sure one of them has visited Ponyville while you've been there."

Twilight frowned. Someone asking after traveling unicorn magic shows...well, maybe Trixie had a fan. The crowd had seemed amused by her shenanigans in Ponyville, at least—before the whole Ursa thing.

"Anyways," Seesaw continued, "I know, unicorns doing magic, nothing special, but the showmareship and stagecraft has always appealed to me. And there's one in particular I've been following for a while, bombastic little thing, a blue unicorn by the name of Trixie." Seesaw regarded Twilight with a frown. "I heard she passed through Ponyville a few months ago, but since then she's dropped off the map, as it were. So—and I know this is a long shot—you wouldn't happen to know what's become of her, would you?"

Twilight bit her lip as she weighed her options. Telling one of Trixie's fans that she'd run out of Ponyville in humiliation and subsequently transformed into an evil shade fueled by hatred and bent on revenge was probably not going to help matters. Indeed, if the plan was to try to talk Trixie down and starve the Nightmare of its life-giving hatred, well, that would be rather counterproductive.

She looked back up at Seesaw and saw a little glimmer of concern in his eyes. Then again, perhaps the knowledge that she still had fans would help dredge up the obnoxious showmare underneath the snarling Nightmare.

"I haven't heard," she said, "but I'll keep my eyes open."

Seesaw grinned in delight. "As generous as you are famous! I am in your debt. Please, don't hesitate to let me know what you find."

"Err, okay," Twilight said, "but how will I get in touch with you?"

"Oh, I'm around," Seesaw said with an enigmatic smile. "Bit of a traveler, you see. But I'll be around Ponyville all the same." He bowed. "Thanks again, Miss Sparkle, and best of luck."

Seesaw disappeared around a corner, leaving Twilight to glance back inquisitively at Spike.

"That was weird," he muttered.

Twilight frowned. A little weird indeed, perhaps, but then again, it wasn't exactly mind-boggling to think that even arrogant and insensitive Trixie could have fans. Maybe they just didn't know that her personality was evidently not an act—or they didn't know that the Ursa Major thing was just an act.

But either way, Trixie had bigger problems—and Twilight ruefully remembered that she still had a decision to make. And perhaps a walk would clear her head.

One walk later, Twilight Sparkle's head was as clear as the fog in the Everfree Forest. Her walk had wound up swinging by a café for lunch for herself, and a jeweler for lunch for Spike, and now it was taking her along the winding streets of Canterlot, somewhere near the train station. And her head remained as foggy and unclear as ever.

"So," Spike said as he casually munched on a hunk of jasper, "basically, Trixie went crazy and turned into this evil monster thing, and she tried to kill you, but you wanna try and make her your friend."

Twilight's ears went flat. "Well, when you put it that way it sounds completely insane."

"That's 'cuz it is."

"Spike!"

"Okay, okay," he said, and paused to swallow another lump of jasper. "But seriously, you remember her, right? She was the jerk who turned Rarity's mane green—"

"It was only temporary," groused Twilight. "Besides, you guys were kind of egging her on."

"That's not the point!" wailed Spike. "The point is she was a jerk, and if she turned into an evil crazy demon thing, she's probably still a jerk underneath all that. Are you sure you wanna be friends with a pony like her?"

Twilight frowned. "I'm sure she's not that bad."

"Twi, seriously, everyone found out she was a big phony and her response to that was to run into the Everfree Forest, turn into some crazy evil thing, and try to kill you. If that's not 'that bad,' I dunno what is."

"Fine, point." Twilight huffed in annoyance. "But what else are we supposed to do? The princess said that if we use the Elements of Harmony, it'll kill her. I don't want to go that far. We should never go that far! So that doesn't really leave us with that many options." She sighed and momentarily contemplated bashing her head against a nearby pillar. "Oh, how would we even do it, anyways? We'd have to de-Nightmare-ify her or something first."

"Well, hey, what if we got Shining Armor and Princess Cadence to do that love-powered super repulsion spell or whatever it was, like they did at the wedding? And just, like, throw her out of Equestria or something!"

Twilight groaned. "I guess." She thought back grimly to the awesome power of the Elements—a power even Nightmare Moon and Discord had feared. "But still," she went on, "what if we could turn her into a friend?"

Spike held up a lump of tiger's eye and let the sun glint off it for a moment before tossing it into his mouth. "Well," he said around shards of precious metal, "what would that be like anyways? It's not like she won't be a jerk."

"I don't know," groaned Twilight. "Someone to talk about magic with, y'know? No one else in Ponyville really appreciates magic the way I do."

"Hey, I do!" Spike shot back. "I'm your number one assistant, remember?"

"You fell asleep in the middle of my experiment on isomorphic kinetic spells."

"Oh yeah, huh." Spike paused for a moment. "Wait, you think Trixie's gonna find that stuff anymore interesting than I do?"

"No, but, well," Twilight shrugged, "at least there'd be someone around who I know is interested in magic. Someone who shares my interests. I know not everyone does, but..."

Spike heaved a sigh. "I know. I get it. Look, if you really want to do this, I won't stop you, but I still think it would be better if we just zap her."

"That's what everyone thinks."

"Are you feeling guilty for running her out of town or something?" Spike asked. "Is that what this is all about? You weren't too worried about trying to become Discord's friend."

Twilight frowned at those bitter memories. "Trixie was just a jerk. Discord was downright malicious. There's no comparison."

Spike paused to pop another gem into his mouth. "If you say so."

"Of course I say so. You remember him. Half the reason he tore us apart with his powers was so he could enjoy watching us suffer! Not just embarrassing us or whatever but actually tearing apart our friendship! Trixie never did anything like that."

"I guess." Spike reached into his bag and scowled as he discovered it was empty. Gems always went by so fast. "Then again, Trixie is sort of a raving evil monster that wants to kill you now. So how are you going to get past that?"

Twilight groaned. "That's the hard part."

Applejack had never seen so much frosting in one place. Never in her life. It was everywhere. Every color of the rainbow and, judging by all the colors, every flavor under the sun enjoyed some representation in the streets and squares outside Canterlot's largest bakery. Tracked onto the pavement, splattered across buildings and walls, falling in globs from street lights, and even the birds that had been closest to ground zero were still pulling blobs of frosting out of their feathers. The sheer volume of sugary mass was boggling to the mind. And then there were the ponies, staggering about in a sickeningly sweet daze, while the Royal Guards simply stared in disbelief at the end of the street. If the world were to end with a flood of frosting, Applejack idly mused, this is probably what it would look like.

At her side, Rainbow Dash and Fluttershy landed softly, and Rarity came to a stop, slack-jawed in wonder. From the bakery's broken door, a shell-shocked pony in a frosting-smeared apron stumbled out and wiped her eyes.

"Where did she even get this much frosting?" asked Rarity.

One of the larger blobs began to quiver, and with a spray of sugary cream, Pinkie Pie erupted from the mess looking something like a foal's hoof-painting project. "Hey girls! Glad you could make it! Unfortunately you were a little too late 'cuz it turns out the Runaway Chocolate Reactor Cake hit critical mass before you showed up and kind of exploded everywhere a little but that's okay because I got the recipe all safe up here," she tapped the side of her head, "so I can make an even bigger one when we get back to Ponyville!"

Silence reigned over the five ponies for a moment before Rainbow Dash raised a hoof. "Uh, Pinkie Pie, what exactly did you do?"

"Oh! Well! You know those little candies that get all fizzy and poppy and stuff when you put 'em in your mouth?"

The other four ponies shared an uneasy look. "Um, yes," Fluttershy started.

"And you know how the place right next door sells soda pop in bulk?"

Horror dawned over Applejack's face. "You didn't."

"And you know how they foam up when you put them together?"

Rarity's face fell. "She did."

"So," Pinkie went on, "I thought, what if you put them in a cake, and so I did, and I asked Mrs. Sweets here," she gestured to the trembling pony in the doorway, "and we spent all morning trying to make a cake with a big opening in the middle, and we finally got it right and I poured in all the soda and then threw in all the candy and, well, it turns out the center could not hold and before I knew it—"

"Wait," Rainbow said, "let me get this straight, you made a bomb out of a cake?"

Silence once more reigned. "Yes indeedy!" chirped Pinkie. "I called it the Reactor Cake 'cuz that sounds sciencey and I'm pretty sure fizzy candy and soda explode when you put them together because of science but maybe we could ask Twilight when she gets back because she knows all about science."

Applejack blinked for a moment before something else occurred to her—something much more dire. "Now you wait just a doggone minute here, Pinks," she said, "you are not makin' one of these in Ponyville. Ah don't wanna spend all week cleanin' frostin' outta everythin'."

"Oh, well, next time I'll bake a lid for the cake," Pinkie said with a dismissive wave that sent a blob of butter cream frosting flying, forcing Rarity to duck. "I got everything under control!"

"Wouldn't a lid make it even worse?" Fluttershy asked, as Rarity fussed over her mane.

"Everything under control!" Pinkie cried.

They all turned at the sound of hooves on pavement and found Twilight Sparkle, with Spike on her back, gingerly stepping through the mess.

"So, um, anypony mind telling me what the heck happened here?" she asked.

All hooves pointed towards Pinkie.

"Oh." Twilight turned towards the others. "So what'd she do this time?"

"Fizzy candy and soda pop!" Pinkie exclaimed, and jumped in the air to spray frosting over as great an area as possible. Rarity yelped as another glob nearly landed in her mane.

"Wait, you put fizzy candy and soda together?" Twilight asked. "And—"

"In a cake!" Pinkie added, and landed with a plop.

"And set off a frostingpocalypse," Rainbow finished, as she wiped a blob of vanilla off her face.

Twilight looked back at Pinkie, dripping with sugary madness and grinning from ear to ear, and decided not to ask anymore questions. "Well," she said, "I say we help clean this up and then get Pinkie defrosted and go back to the castle. We did come here to work, after all."

"Hey! Making that cake was lots of work!" Pinkie shouted, as Twilight lifted her up with a tendril of magic.

"An' cleanin' it up will be even more," Applejack grunted.

It took four hours to clean up all that frosting—partly because Spike could only eat so much before getting sick, and once he did it became rather counterproductive to have him eat more—but, Twilight mused later, at least it took her mind off things.

"An exploding cake," Princess Celestia said with a skeptically arched eyebrow, as the chastened bearers of Elements of Harmony slinked into the throne room, one of them with a mildly bloated baby dragon on her back. "One and a half tons of frosting flooded out into the streets. Even some mild property damage. That wasn't exactly what I had in mind when I told you to go out on the town and think things over."

Twilight shot a glare over at Pinkie. "It shouldn't even have been chemically possible."

"I was as surprised as you!" Pinkie exclaimed.

"No you weren't. You called it the Reactor Cake," Rainbow Dash said. Pinkie responded with a raspberry.

Spike promptly burped. "All I know is I'm never eating that much frosting ever again."

"Anyways," Celestia interrupted with a pointed look, "I trust you accomplished something today other than coating an entire street with frosting."

"Well," Twilight began, and glanced around awkwardly at her friends. All of them looked to her—like she was in charge or something. Was the leader supposed to be so unsure? Maybe spending four hours cleaning up frosting instead of thinking about this stuff hadn't been such a good idea after all. "I still want to try to stop the Nightmare without using the Elements of Harmony. But," she turned towards her friends, "I'm going to need your help. We all remember what Trixie was like when she left, and if we're going to stop her by making her, um, not hate me, I'll have to know that my friends are behind me every step of the way."

"Then I'll throw a PARTY—" Pinkie cried, leaping into the air, before Applejack yanked her back down by the tail.

"Darling, what a silly question," Rarity laughed. "Of course we'll help you! We are your friends, are we not?"

"Just as long as you won't get hurt," Rainbow Dash put in with a frown.

"M-Me too," Fluttershy added.

"An' maybe she's not so bad once ya get to know her," Applejack said with a shrug. "We like Rainbow just fine, after all," she added, earning a glare from the blue pegasus.

"Yeah!" Pinkie said, leaping into the air and radiating excitement. "And we can make another new friend! You can never have enough friends!"

"And I suppose the green mane thing wasn't that unsightly," Rarity said with a sniff.

"Alright!" Twilight whirled around to face the princess with a determined smile. "It's decided! Princess Celestia, we'll deal with the other Nightmare, and we'll do it without the Elements of Harmony!"

The throne room echoed with Twilight's exuberant voice. Princess Celestia regarded her student with a small, mysterious smile. Twilight blinked—this was a good thing, right?

"But, uh," Applejack started, "one thing, Twi...how are we gonna catch her?"

Twilight's smile fell. "Oh."

Chapter 03: Great and Powerful

Chapter 3: Great and Powerful

It was no secret that Twilight Sparkle adored few things in the world more than research. To crack open a book and begin the process of absorbing the knowledge of all those ponies who came before her, wise and foolish and everything in between, and wrote down what they knew for posterity, was simply bliss. Following one chain of reasoning to its end, tracing the footsteps of illustrious thinkers before her, standing on the shoulders of giants, almost feeling a sense of camaraderie with the great minds of the past...it was a heady tonic.

It was also, however, no secret that nobody else in Ponyville shared anything even resembling Twilight Sparkle's love of research—which was why Twilight had only a bored-looking Spike for company in the vast, familiar halls of Canterlot's Royal Library.

It was probably for the best, though, because it wasn't as though her friends would have been any help anyway. Rainbow Dash had taken to flying progressively more complicated geometric patterns under the vaulted ceiling; Pinkie Pie had been so bored her whole body had actually started oscillating; Rarity had quickly wandered off to the section about historical fashion trends; Fluttershy had disappeared somewhere in the animal biology shelves; and Applejack, well, she had just plain fallen asleep. And so, lest Pinkie try to light something on fire with her mind or whatever, Twilight had released them to go play in the city, with a Pinkie Pie Promise that Pinkie would not perform a repeat of yesterday's cake mishap or anything at all similar thereto. It was alright. This was Twilight's turf.

Spike, on the other hoof, would have to stay. "Number one assistant" was an unglamorous job, after all.

Twilight trotted back towards the main study room with a rolling shelf of books dutifully following her under magical propulsion. Princess Celestia had taken her down to a well-guarded vault where she could find information on, among other things, the Nightmares. Twilight would have easily spent the rest of the day down there, looking over all those musty tomes and scrolls, but Celestia had been strangely urgent in collecting just what Twilight would need to deal with a Nightmare and then ushering her back out. These were books that were, in fact, dangerous, she'd explained; books that contained spells simply too powerful to entrust to just any old pony. It was heady tonic, knowing that the princess put that much faith and trust in her.

And so, Twilight plopped herself down at her old table with a stack of dusty books, jarring Spike out of his nap.

"Hundreds of years old, Spike!" she exclaimed. "That's how old these books are! Can you believe it? There's stuff in here I've never dreamed of! Spells I never knew were even possible! History I've never read before! It's incredible—"

Spike promptly whirled around and sneezed, sending a green jet of flame blazing out in front of him. Twilight grimaced and decided that maybe he should stay far away from some of the research materials, lest they accidentally get magically launched at Princess Celestia's head or something somewhere else in the castle. "Great," he sniffled, "how about I just go sit over there?" And with that he scooted away.

Twilight shrugged and got to work. Nobody understood how fun this stuff was.

Rainbow Dash gratefully did a couple of loops in midair as she and Pinkie made their way down the streets. The Canterlot library was a total bust. Didn't even have one of the Daring Do books. All just boring egghead stuff, which was of course why Twilight insisted on hanging out there all day. And while Rainbow Dash might have discovered the secret joys of reading, there was a very big difference between Daring Do and the Griffin's Goblet and, say, Unabridged Journal of Endocrinology, 26th Edition.

Pinkie bounced along like an eternally bouncy spring. They would have to find something to do, since Pinkie was Pinkie Pie Promise-forbidden from entering "a bakery, or a museum, or a general store, or pretty much anyplace else where she could acquire anything that could conceivably be put to some accidentally destructive purpose," as Twilight had put it. Which was okay with Rainbow Dash, really, because cleaning up all that frosting had also been majorly boring. But it also meant that Pinkie was lucky she hadn't just been thrown in the dungeon for the day for everyone's safety.

It was even worse in the library, though, because while flying around inside the library she'd been forced to actually think about feelings and things like that, which was totally lame. Feelings like how she was going to have to try to be friends with that jerk Trixie. That jerk Trixie who tried to kill Twilight. Making her look like a fool in front of Ponyville was one thing—a big thing, sure, a thing Rainbow Dash was not about to just get over—but, well, she would survive. Her coolness would recover. And it had! Obviously it had, if she was cool enough to whip all the other pegasi into shape so they could send Ponyville's reservoir water to Cloudsdale. But threatening her friends, well, that just crossed a line. And trying to be friends with someone who would do something that awful...well, that just made her skin crawl.

Even if the alternative also made her skin crawl.

"So whaddya wanna do, Dashie!" Pinkie squeaked. Rainbow straightened herself out from another loop and shrugged.

"Nothing that involves sitting around in a library again, that's for sure," she grumbled.

They both came to a stop as they rounded a corner, where they found a knot of ponies gathered around a shop—a shop with broken windows. Two Royal Guards stood at the door to keep the spectators out, while a few more rooted around inside—and inside, the store looked like a tornado had been through.

"What the hay happened here...?" Rainbow started, and landed with a clack of hooves on pavement.

"Oh my gosh, the Changelings!" Pinkie exclaimed. "They've come for our bodily fluids! I told you this would happen!"

Rainbow glanced up at the store's sign. "This is a jeweler's."

"Oh."

"I wonder what happened..." She edged closer to take a look. "Was there a robbery or something?"

"In Canterlot?" Pinkie asked. "Who would be crazy enough to steal things in Canterlot? There's, like, guards all over the place."

The crowd hushed as one of the guards helped a frazzled pink unicorn out past the shattered windows. "It's dreadful, simply dreadful!" the old mare wailed. "Fifty years we've been doing business in this town and never once were we robbed!"

Rainbow glanced over at Pinkie with a smirk. "First time for everything."

"We're on the case, ma'am," one of the guards said, "but can you describe the pony that did this?"

"It was this pegasus," the old mare went on, "a pegasus with a spiky blue mane, and she came in looking at the jewels under the counter, and when I asked her if she needed help," she paused to choke back another sob, "she just put a hoof through the glass and swept all the jewels into a bag and, and took off like a shot straight through the window!"

The guard at her side glanced grimly at the two by the door. "And you didn't see where she was going?"

"Heavens, no! She was much too fast!"

Rainbow glanced back at her wings and quickly tucked them back against her body before anyone started looking at her. If worst came to worst she had an alibi, but getting questioned by the Royal Guard all day would be even less cool than the library.

"No other features?" the guard asked. "Cutie mark? Voice? Anything?"

"Oh, goodness, no, it was all over in seconds," the old mare moaned, "and then she took off and blew over everything in the shop! It's terrible! Terrible!"

While the shopkeeper broke down into incoherent sobs in front of three rather uncomfortable guards, Rainbow and Pinkie shared a confused look. "Somepony who would rob a store in broad daylight and take off too fast for anyone to see?" Rainbow asked.

"That's crazy-talk!" Pinkie cried. "Somepony must've seen her! You can't go flying around with a big bag of jewels without anyone noticing!" She paused. "Right?"

The crowd began to break up as the guards ordered them to disperse, so Rainbow and Pinkie backed away to avoid a bunch of gossiping ponies. "Simply outrageous!" snorted one well-dressed unicorn. "A whole string of robberies this month alone! I tell you, crime in Canterlot is simply out of control!"

At his side, a nonplussed earth pony dressed like a butler rolled his eyes. "Never been to Manehattan, sir?"

"I don't pay you for lip, Reginald. Come along!"

Rainbow frowned as she watched the butler and snooty rich pony trot away. "I wonder..." She turned around—and came face to face with Pinkie, detective hat perched on her head and pipe already blowing a stream of bubbles. "No. Bad Pinkie. We're not doing that again."

"But it's a mystery!" Pinkie protested. "We solved the one on the train, remember?"

"Twilight solved the one on the train," Rainbow said as she rolled her eyes herself. "Come on. I'm hungry. And no, we're not going to a bakery."

It was a terrible place to read.

A pudgy green unicorn with a red mane and a book for a cutie mark squinted in the flickering light of a candle, a book wide open before him. It was all so incredible. Who knew that water had the power to remember substances immersed in it? And the more water you added, the stronger it got, because the memory of the water you added combined with the water already present and you could even create entirely new substances with just water, as long as you knew what to change, whatever that was. It was genius.

And all this grimy darkness was making it hard to drink in this revolutionary new idea.

Down here in the disused canals and catacombs of Canterlot, only tiny slivers of actual sunlight managed to provide some dim illumination. Everything else was provided by torches and candles. As hideouts went, it was pretty ingenious—especially since to get down here, one had to navigate a series of treacherous and tortuous caves and passages. Easily enough for him to go through, by now, but some unlucky lonesome wanderer or nosy Royal Guard...well, that was a different story.

"I'm baaaaaaaaaaaaaaaaaaaaack!"

The sound went bouncing off the walls and through the darkness, followed moments later by the blurry blue form of a speeding pegasus with a big brown bag slung over her shoulder. She darted around through the air like a balloon with the air let out and then came crashing down to the floor, sending up a billowing cloud of black dust. The green unicorn threw a hoof in front of his candle before the blow could snuff it out.

"I'm trying to read, y'know!" he wailed.

"Sorry Castor!" she chirped. "I was at a jewelry store, see, and there were all these pretty jewels there and there was this necklace with a diamond in it, see, a great big diamond, and it was so big so I just kinda grabbed it, see," the pegasus tipped over her bag and spilled out an armful of glittering necklaces, bracelets, earrings, and some things the green unicorn couldn't even identify, "and then I had to get out quickquickquick or someone would catch me but I went through the alleys and stuff like I always do and nobody even got a good look at me! Isn't that great?!"

"Yeah, sure, whatever," Castor muttered, and went back to his book.

"No!" another voice screamed. "Not great! Anti-great! Jeez, Whiplash, you'll screw up everything!"

Both ponies turned at the sight of another unicorn, this one all red—all too fitting, even, judging by the look of outrage on his face—and a few stars on his flank.

"You know we're supposed to be lying low!" the red unicorn shouted, and advanced with a growl towards a confused Whiplash. "No stealing things! No taking stupid risks! What's wrong with you?! Are you an idiot or something?!"

"Hey, shove off, Pollux!" Whiplash snapped. "You and Castor filched like two hundred bits from a crowd the other day with your stupid new age philosophy routine!"

"It's not stupid!" Castor cried suddenly. "You're just not taking the theory seriously! The sea ponies never took the artists seriously and their culture declined and—"

"No one cares, Castor!" Pollux interrupted.

"That's what they all say!" Castor wailed. "You'll see! You'll all see! You think your decadent science and its cold academic arbitrary values can solve everything, but you'll all see! You'll never solve the infinite mysteries of—"

"You're just a stupid moron!" Pollux screamed back. "All that stupid philosophy keeps going to your head and you actually believe it and—"

"Well maybe if you read it once in a while—"

"I don't need to read it to know that it's—"

"Shut your face—"

"No you—"

"You little—"

Two rocks came streaking out of the darkness and slammed into Castor and Pollux's heads with a satisfying smack that knocked the both of them straight out. Whiplash looked down at the two now-unconscious unicorns in surprise, and then back up where the rocks had come from—where she found a gray earth pony with sunglasses, a silver, mohawk-styled mane, and a pair of dice for a cutie mark lighting up a torch at the other end of the chamber.

"Don't act like you didn't want to do that," he said with a chuckle.

"Oh, come on, Razor Edge," whined Whiplash, "they're funny when they get like that."

"No, they're not." Another rumbling voice pierced the darkness, this one sounding like gravel, and from the shadows emerged yet another pony—this one a hulking brown earth pony, a mass of muscle crisscrossed with scars and a horseshoe cutie mark. And at his side was an elegant pink and purple pegasus looking over everything with an expression of utter disdain, a shooting star cutie mark on her flank. "I only keep them around because that stupid new age philosophy routine of theirs actually works."

"Well, Pollux is the best pickpocket this side of Fillydelphia," added Razor Edge, wielding another torch.

"And Castor is...um...Castor," Whiplash attempted to add.

"Barbell, sweetie, please," groaned the pink pegasus, glancing over at the enormous earth pony, "we all know we could find a better pickpocketing team than these two. Or at least one that doesn't spend every waking minute arguing over existential despair or whatever."

"And where do you propose I find such a team, Comet?" Barbell snarled back. "One gets up and gives his little sermons on weight loss shakes made out of hemp or whatever, the other goes through and relieves all those fools of their hard-earned bits. If you know anyone who's better," he took a step closer and snorted, "feel free to share."

"Besides, they're funny!" chirped Whiplash. "Remember the other day when they were fighting over those beetle drinks or whatever that Castor said could cure the flu? It was awesome! They were fighting for like four hours!"

"Drove us all out of the lair, too," Razor Edge groaned.

"Which is exactly why we need to get rid of them!" Comet finished with a stamp of hooves.

"I make the decisions here!" roared Barbell, as he whirled around on Comet with another furious snort.

"No," said yet another voice, "you don't."

The flames snuffed out and the chamber went dark. All eyes darted around blindly, frantically—and then a moment later, every single torch lit up in a simultaneous burst of fire. All eyes turned towards an opening near the chamber floor, where the unicorn mare that sent chills down their spines stood. Dark blue hide, wavy red mane, long, shimmering horn—and irritated, glittering green eyes.

"Whiplash," she said, and the blue pegasus snapped to attention as the elegant unicorn with the swirling star cutie mark slowly strode towards them. "We told you not to take unnecessary risks. We cannot afford to be discovered down here. So," she gestured to the pile of jewelry, "what is this?"

"I'm sorry, Lazuli!" Whiplash wailed. "It's just, it was so pretty and I wanted it and I couldn't help myself and I got away and nobody saw me, promise, and—"

A red flare of magic snapped her jaws shut, and the blue unicorn silenced her further with a glare. "Will it happen again?" Whiplash emphatically shook her head. "See that it doesn't." She released her hold on Whiplash and whirled around towards the rest of the group. "The same goes for all of you. The master has promised you riches beyond your wildest dreams in exchange for your cooperation...and for your discipline. All of Canterlot—and all of its wealth—will be laid bare before you, as long as you hold up your end of our bargain." She fixed Barbell with a pointed stare. "Is that clear?"

"Absolutely, Lapis Lazuli," Barbell mumbled.

"Glad to hear it." Lapis Lazuli turned around with a flourish, and nodded to the two unconscious unicorns. "When those two awake, send them down to the Everfree Forest. My supply of snapdragon has run low. Tell them to bring the armor we liberated from those Royal Guards. They'll need it."

Razor Edge frowned. "Armor? I thought snapdragon was a flower."

Lapis Lazuli cracked a wicked smirk as she strode back into the darkness. "Not in Everfree, it's not."

Twilight Sparkle cringed as she reached the end of another winding report on a pony who had drank too deeply from the dark powers afforded by their most sinister emotions. Compared to this, the unabridged volumes of the bloody history of the Griffin Empire and their endless wars with the dragons was cheerful light reading.

Equestria's history, as it turned out, was riddled with Nightmares, even after Princess Luna had been banished to the Moon and Princess Celestia had taken over all the duties of the monarchy herself. Most were minor and easily dispatched by the Princess; some were a bit more complicated. There was the celebrated case of a unicorn who became a dreaded creature named Nightmare Cascade, a unicorn who had lived out in what would later become Los Pegasus. She waited for years for her beloved to return from a long voyage over the sea—but when he did, he had no interest left in her. The pain of betrayal turned into the comforting cocoon of anger, and from it sprung forth a creature that would terrorize the western coast for months, including wreaking frightening revenge on her unfaithful beloved.

And yet that story had a happy ending, sort of. Nightmare Cascade eventually encountered Princess Celestia, who talked her down from the height of her fury and sent her into a more or less mutually agreed upon exile. Not so happy was the tale of a different shade, an earth pony swindled out of a major business venture by his ostentatious unicorn partner. Having lost everything to the con, he surrendered himself to his rage—a cool, calculating sort of rage that gave him the name of Nightmare Blizzard. And by the time his reign of terror was done, he had destroyed his old partner's mighty business empire—to say nothing of his old partner—and brought forth chaos of which Discord might be proud in old Manehattan. The anger that served his vengeance soon became its own end, which sustained him even after his revenge had been complete, and by the time it was all over, the princess had been forced to annihilate him herself. Even the dry academic report sent shivers down Twilight's spine.

But then there was the one story that had caught her attention and refused to let go. This one was a pegasus from Cloudsdale, proud for having clawed her way up from nothing to a high station, then laid low by her own arrogance and misjudgment. Unable to cope, she embraced the darkness within her and thus was born the scourge of the skies, Nightmare Nebula. Her rage knew no bounds, and so she stalked the cloud cities and kept dozens of ponies prisoner in a mysterious mountain fortress, where she could repel even the most powerful of the Royal Guard's assaults with a conjured army of terrifying specters. It sounded like all the other Nightmare stories she'd read—until she got to the resolution. It wasn't the princess who destroyed Nightmare Nebula, as it turned out; it had been a little pegasus named Flicker, one of Nebula's captives, who had eventually befriended her captor and soothed the anger until it faded away—and so vanished the scourge of the skies, Nightmare Nebula.

It was a rush of vindication. A pony with a similar story had succeeded here once before; surely she could save Trixie too. This method had worked once before, and Flicker had been all on her own in Nebula's icy citadel, dependent only on her own wits and compassion. With all her friends and the wisdom of two princesses behind her, how could Twilight fail?

So that was encouraging. Also encouraging was the sheaf of copied pages Celestia had dug up for her from the Codex Monstrum, an enormous tome that dealt with every magical menace in Equestrian history, from Discord to the parasprites. More than just a repository of history, it had spells for use against such dangerous creatures—and Celestia had found for her a special, ancient spell, developed to subdue the influence of a Nightmare for a time. It was complicated and required a great deal of focused study and deft manipulation of the magical currents—but Twilight Sparkle was no stranger to that. And certainly it made her feel a little better to know she wouldn't be going into this project completely unarmed.

But like Applejack said, they would have to catch her first. The pages from the Codex Monstrum claimed that a Nightmare's magical capacity depended on the health and strength of the pony to which it was attached. And as Twilight recalled, Trixie's actual magical abilities had been less than impressive—they certainly were to the Ursa Minor, at any rate—so perhaps with all five of her friends to help, this Nightmare would be a bit easier to capture. And once it was, she could use the spell.

And then the really hard part would begin. Twilight cringed as she glanced over at the other stack of papers and books she had yet to work through. That had been work of an entirely different sort.

Twilight sighed and thumped her head against the table. Making friends in Ponyville the first time she went there hadn't even been on her agenda; it just sort of, well, happened, and when she looked up, she had friends and she wasn't sure how it happened. It wasn't the most pressing of her research questions, but perhaps it should have been, because now she had to purposefully set out to make a friend. And not just any friend; she had to make a friend out of someone so angry with her that her anger had called forth from the dark well of arcane power a spirit that made her exponentially stronger.

She turned her eyes back towards the other stack of things to go through and felt a bolt of determination rush through her. The Great and Powerful Trixie was a mystery all on her own, but not for long. Mysteries were things you didn't know—yet.

A single bright blue bulb of that noxious weed of the Everfree Forest, the poison joke, floated in midair amid a flickering red glow—and then the glow vanished and it went plummeting down, into the gaping maw of a vast cast-iron cauldron. Flames licked up the sides and a green, glowing liquid began to roil. Standing over it all, Lapis Lazuli cracked a smile. It had failed so many times before, but such was the art of potions and cauldron magic—a constant dance of trial and error.

"Just a touch of light this time," she murmured, and bent her head low over the bubbling substance, horn sparking to life. A single glittering point fluttered down into the liquid; Lazuli stepped back as the cauldron began to bubble, and then a vast cloud of green smoke burst up and began to spread. A soft green glow rippled up from the smoke and bathed the chamber in eerie light.

Lapis Lazuli tilted her head up to point her horn into the heart of the cloud and sent another pulse of magic into the concoction. The cloud flashed again—and then it settled on a bright green shine, a light that filled the cavern...and beyond. She looked down and smiled triumphantly at the foggy sight beneath her—at the ground made transparent, at all the catacombs and caverns, at all their twists and turns laid bare before her. They extended down for what looked like miles, down through the abandoned quarries, down through the catacombs, through winding tunnels and gaping chasms...and then it stopped.

The light began to fade. Lazuli's smile did likewise. It just stopped—down there, a pit of blackness, a void, where there should have been something. There was no way the magma could have just disappeared; no one had magic that powerful. If it was gone here, that meant it would have had to be sent somewhere else—but that made no sense. There weren't that many volcanoes in Equestria. Even if the magma was gone, the chamber would still be there. It could not have been changed that dramatically.

At last, the light disappeared, and the chamber was dark once more, save for an ethereal glow from the last bubbling remnants of the concoction in the cauldron. Suddenly the torches around the room lit up, and the air echoed with a stallion's voice chuckling knowingly, and the sound of hooves on rock.

"Still trying that transparency spell, are you?"

Lazuli looked up as a black stallion, with wings and horn and a mane and tail made of undulating fire, stepped into the room from a craggy tunnel. "I'm sorry, master," she said, and looked back down shamefully at what was left of the potion. "I thought this time I could make it work."

"And that's what I like about you, Laz," laughed the stallion, and he sidled up next to the blue unicorn and threw a wing around her, ignoring her squeak of surprise. "I tell you that Princess Celestia has enchanted this whole mountain with power no ordinary pony could match, and you go and try to subvert her spells anyways. It's persistence, it's confidence, and it's madness, all rolled into one."

Lazuli glanced away bitterly. "I thought it was just madness."

"Oh, don't be so hard on yourself, Lazzie," he crooned. He tugged her close and grinned at the blushing unicorn. "If it was that easy I would've done this myself years ago." He stepped away in a whirl of flames, leaving behind him a flustered Lazuli. "Anyway! I hear you've been busy cracking skulls in my absence? Metaphorically speaking, of course."

Lazuli blinked for a moment and recollected her wits. "J-Just the usual foolishness," she sputtered.

"From the brothers, I'm sure," sighed the stallion. "The health drinks one and the angry twitchy guy?"

"I don't know why you keep them around, master. There are better criminals in Equestria to serve you. More dangerous, more effective, and more tolerable."

"Oh, perhaps," he mused. "Then again, they do have their uses. After all," he shot a sidelong glance towards Lazuli, "I can't go sending you out to do all my errands. Attract too much attention, you would." Lazuli blushed bright red again as the stallion turned around again with a smirk. "Anyways! You keep trying with that spell, if that's what makes you feel better, and try not to get Barbell's gang killed with your infinite disdain for them. And don't worry about a thing. The plan is right on track."

The sky had turned to the color of flame when Twilight sat back with a heavy sigh. Research into the mysteries of eldritch creatures was one thing; research into a living pony with an actual history, well, that was something else. And the blue unicorn mare named Trixie was something of a test for a reader more familiar with ancient tomes than with town records, school reports, and newspaper clippings.

"So," Spike sighed, as he idly played with a pencil, "what've we got?"

Twilight frowned at the pages before her. "Not much." She turned one of them over and felt a sting in her heart. "This says she was an entered into an orphanage in Baltimare."

Spike peered over the paper. "Her parents...?"

"I'd hope not." Twilight scanned a bit further down the page. "They left her there as a foal, and then a year later the orphanage shut down, so she got sent to another one. And," Twilight turned to another page, "a couple years later she was sent to another one in Manehattan," another page, "and then another one in Fillydelphia." She found the last file, from a magic school; an average student, with average abilities, it looked like the bombastic Trixie would have led an average existence, if not for a chance meeting with a traveling showmare. "I wonder if this is why she turned out to be a, well, you know—"

"'Jerk,' Twilight," Spike said. "The word you're looking for is 'jerk.'"

"Spike!"

"What? It's true!"

Twilight huffed and glanced through the files again, and her indignant expression fell. "It looks like she didn't really have any friends." She glanced back up at Spike. "That remind you of any 'jerks' you know?"

Too late, she realized her mistake. Spike grinned back. "You don't want me to answer that, do you?"

"No." She pushed the pages aside. "I dunno, it makes sense. All on her own, no friends, getting shuttled around from orphanage to orphanage..." She shuddered. "Jeez, makes you wonder if I would've turned out to be a snob if I hadn't gone to Ponyville."

Spike snickered and Twilight glared at him until he stopped. "Well anyways," he started, "uh, so does that mean you feel sorry for her or something?"

"Of course I do! We're trying to befriend her, so it would help if we assume that she's actually a good pony underneath all the bluster and bravado. Okay?"

"Okay, okay. But that's just gonna make it harder, y'know."

Twilight's ears went flat. Of course it would make things harder. Arrogance did not beget trust in others. But she knew how it felt to be without friends. Only her brother had been around, and for a while, that had seemed like it was enough; then he went away to train for the Royal Guard and the loneliness set in. Loneliness begat her workaholic ways as she studied her way into the School for Gifted Unicorns, but all that ever did was cover it up until she forgot it was there. Then there was Spike, but their relationship wasn't quite the same.

And then there was that spark of joy and togetherness, the rush that went through her when she heard her friends coming to help her as she stood alone against Nightmare Moon, seemingly bereft of the one weapon that could bring her down. That was something that deserved to be shared, with anypony who was willing to accept it. And there was no way Trixie, even in this Nightmare state, was so evil that she couldn't be reached that way.

While Twilight ruminated, Spike sat up and started rifling through the pages. "Y'know," he began, "now that you bring it up, I wonder why she was dropped off in an orphanage in the first place."

Twilight sighed. "The files didn't say. But it's strange. I don't get why her parents would have just dumped her off there instead of trying to raise her themselves."

Spike peered over one of the pages for a moment. "Maybe jerkness runs in the family."

"Spike!"

"What?"

Twilight glared. "Jerkness isn't genetic. It's a behavior and an attitude picked up from environment, upbringing, and all sorts of other stuff."

"Oh, fine." He tossed one page aside and took up another. "But still, dumping your foal off in an orphanage is a pretty jerky thing to do."

"Maybe they were poor or something and couldn't afford to raise her." She yanked Spike up by the tail with a tendril of magic. "We are trying to be optimistic here, remember?"

"You can be optimistic," grumped Spike. "I'll be the pessimist, a.k.a. the one who understands what's really going on."

Twilight glared and tossed him over her shoulder, and then set herself back to work on those ancient pages from the Codex Monstrum. All these ruminations about Trixie and her past and how to befriend her would be moot if she was still a snarling beast—and so Twilight dove back into the Codex, determined to figure out how to catch a Nightmare.

It was another two hours of studying and a third hour of wrangling her friends and finding something to eat, but, armed with cookies and coffee, it didn't take too much work to corral the other five ponies back into the library. It took a lot more cookies to get Pinkie Pie to sit still long enough to pay attention, and it took still more coffee to keep Applejack awake, but eventually Twilight managed to summarize the findings of her research—in "non-egghead form," at Rainbow Dash's insistence.

"So," Twilight said, and brought her empty coffee mug down on the table with a clack, "ideas! How are we going to catch this Nightmare?"

Silence reigned for a moment before Pinkie sat up. "I know!" she exclaimed. "A—"

"No parties," Twilight interrupted.

Pinkie scowled for a moment before her smile surged back up with full force. "Okay! What if we baked a giant cake and all of us hide inside it, and we use it to lure her to us, and—"

"I am not baking myself into a cake," Rarity spoke up.

"'sides, we'd probably lure over somethin' else instead," sighed Applejack. "Somethin' that probably wouldn't mind eatin' a pony anymore than a cake."

"W-We could try talking to her," Fluttershy added. "I vote for talking."

Twilight and Applejack shared a look. "Um, I tried that," Twilight said. "Nightmare Storm wasn't very interested in talking."

"Yeah, we need action!" Rainbow Dash cried, and thumped a hoof on the table. "I say we go right out there and hunt her down and knock her out with our bare hooves!"

Applejack arched an eyebrow. "Uh, we tried that too, sugarcube. An' unless you got more magic than Twilight here stuffed up inside that ego of yers—"

"What, you think I can't take her?" scoffed Rainbow. "Besides, there will be all six of us—" Fluttershy squeaked and tried to hide under the table— "err, five of us, so there's no way she'll last that long. And Twilight did beat her once before."

"And she did run away at the sound of the rest of you coming," Twilight mused.

"Of course," groaned Rarity, "leave it to Rainbow Dash to suggest the most barbaric thing possible."

"Hey!"

"I still think a party is a good idea," Pinkie declared. "Think about it! We got a party going, everypony's groovin', Nightmare Meanieface is having a good time, and then BAM, we throw a big net over her!" She paused pensively for a moment. "But that wouldn't be very partylike. Or very friendly..."

"Neither is trying to kill Twilight," Rainbow grumbled.

"I-I still vote for talking," Fluttershy mumbled.

"Yer all bein' crazy," Applejack said, and threw up her hooves in annoyance.

"Crazy? I'll show you crazy!"

Twilight Sparkle buried her face in her hooves—and at her side, Spike eagerly munched on a bag of popcorn. "So I see this is going great," he cackled.

"Well, I'll fix their wagons," Twilight growled—and with a flash of magic, every single coffee cup, every single cookie, and the coffee pot in the middle of the table disappeared. The fighting instantly stopped, the other five ponies looked on in surprise, and then Applejack slowly turned towards Twilight.

"Twi, gettin' between a mare an' her coffee is cruel."

"And you can have it back when we've focused," Twilight said. "But right now, I need all of you to help me think of a way to capture this Nightmare. And I can't do that if you guys are arguing!"

Everyone settled back down and, satisfied that she had lectured them into compliance, Twilight brought back the coffee and cookies with a spark. Pinkie immediately swept three of the cookies into her mouth.

"Well," she said around a mouthful of cookie and chocolate chips, "I do have another idea..."

"No parties."

"It's not a party!" She grabbed her coffee cup. "Okay, hear me out, pretend this is Nightmare Meaniepants..."

Twilight Sparkle hated it when Pinkie Pie made sense. It seemed like such a gross violation of the laws of nature for so many whirling, crazy thoughts to somehow arrange themselves into a coherent whole, like shaking a box full of loose watch parts and coming up with a watch in anything less than millions of years. On the other hoof, her plan actually did seem like it could work—maybe because it was so crazy that there was no way Nightmare Storm would see it coming. Anger the Nightmare enough to make her fighting sloppy, wear her down with harmless illusions and general annoyances, weaken her with a little bit of actual fighting, and then knock her out if they couldn't talk her down. And of course it had that particular Pinkie Pie flair that would probably make Nightmare Storm that much angrier once it happened.

And so, Twilight Sparkle wearily made her way back to her room in Canterlot's illustrious castle. What she thought would have been a day trip to Canterlot had turned into two, and they would be setting out tomorrow before dawn to get to Everfree before anyone else was awake, and throw their plan into action.

She perked up at the sound of hooves, and blinked in surprise at the sight of the sparking, wavy mane of Princess Celestia, as Equestria's ruler strode down the hall.

"Twilight," she said with a gentle smile, "good to see I caught you before you headed off to bed."

"Princess Celestia!" Twilight rushed over. "I didn't know you were still up!"

"Why?" Celestia quirked an eyebrow. "Is it past my bedtime?"

"Err, I—"

"Anyways," Celestia swept a wing over her flustered, most faithful student, "I wanted to tell you, Twilight, that I am very proud of you. The decision you made about this Nightmare is not an easy one, but it takes kindness and compassion to try to save the pony underneath the Nightmare from the anger that fuels it."

Twilight shuffled her hooves awkwardly. "Well, um, I mean," she cringed, "Trixie was mean to us when she came through Ponyville, and everypony else is probably right when they say she's going to be a jerk, but that's no reason to have to die..."

Celestia's smile faded. "Not to you, at least."

"Yes. Not to me."

The solar princess was pensively silent a moment before she nodded towards the door, and together princess and student headed down the marbled halls of the castle. "It's a noble decision you've made," she said, "but I don't want you to be under any illusions about what you're up against."

"I'm not," said Twilight, "and speaking of that, I really want to thank you for letting me read the Codex Monstrum. There was so much information there, I wish I had time to go through the whole thing. Living right next to Everfree I could do all sorts of field studies, and maybe update the records, because some of the entries on the manticore were out of date or at least they didn't mesh with my observations and—"

She fell silent as she looked up and saw Celestia's sad smile. "Another time, Twilight," she said, and led her student towards a quiet balcony. "In the meantime, I trust the Codex was helpful in figuring out what to do about the Nightmare?"

"Very! That suppression spell will be a lifesaver!"

"Good, good." They came to a stop at the balcony's railing, overlooking the still-bustling city of Canterlot, and the flickering city lights. "And the files on this Trixie?"

Twilight's face fell. "Yes...those were helpful too." She glanced up at Celestia's inquisitive face. "They were...pretty depressing, princess. Her parents put her in an orphanage when she was very young, and she got moved around from place to place until she was old enough to go out on her own. And I just don't understand. The files didn't say. Why would parents give up their child that easily?" She looked up sadly towards the princess.

Celestia looked back out towards the city for a moment. "Not everyone is fit to be a parent," she said somberly. "And fate doesn't always conspire to let parents keep their children. Perhaps they gave her up because they felt they could not afford to raise her properly."

"I hope so," Twilight murmured. "It doesn't look like she had any friends or anything, and I know what that's like. And, well, looking at it from her perspective, I can see why she turned out to be the way she is." She wrinkled her nose. "Or, the way she was, before she became this Nightmare."

Celestia eyed her student with a knowing smile. "Well," she said, "if nothing else, you must always remember to try to look at things from her perspective. Especially if she has such a difficult personality. It is an important lesson to remember, always." She closed her eyes. "And it is not easily learned."

Twilight frowned. "What do you mean...?"

"Do you know the story of Nightmare Moon, Twilight?"

"O-Of course I do, princess—"

"All of it?"

Twilight fell silent. "There's more to it? I mean, I thought..."

Celestia turned her eyes south, towards the dark, shadowy void of the Everfree Forest, and Twilight felt a chill rush down her spine. "Most of the details are lost to time," Celestia said, "and I would rather they stay that way. But they are not lost to my memory."

"It was worse than the storybooks said?"

The princess fixed her eyes on a spot deep in the forest, and Twilight strained to see it in the darkness. "When my sister transformed into Nightmare Moon, I could not immediately summon the Elements to stop her," she explained. "Instead, Nightmare Moon took over our old castle. I could not raise the sun or control the moon with her around. So my sister and I fought a civil war against each other, for ten years, while Equestria withered under endless night." Twilight went cold as she saw the suffering flash through her mentor's eyes. "Only by my power did our people avoid complete starvation, and even then, there was still famine and the war brought enormous suffering throughout the land. And only by some miracle was I able to avoid becoming the same thing Luna had become."

Twilight gasped. "You mean...you almost...?"

"Nightmare Moon's power and fury was so great that it warped the very land around her, and twisted its creatures into monstrous parodies of nature," Celestia went on. "And when we finally took the battle to our old castle, I made no effort to talk to my sister, or to direct the Elements' powers. I could not; she had brought too much suffering, and when I looked at Nightmare Moon, underneath it all I still saw my sister, the very pony who had brought this blight upon our kingdom. And so I banished her to the moon for a thousand years."

They both glanced up towards the sky, as the shimmering silver crescent of the moon climbed through the heavens. Twilight felt another chill run through her. The books had said little about the real nature of the conflict between Celestia and Luna—and nothing at all about what the solar princess herself had gone through.

"And for a thousand years," said Celestia, "I bore both our burdens and ruled this land alone. And once the damage was repaired and the lands had recovered, I began to feel regret. I had thought my sister was being a spoiled brat, and when she became Nightmare Moon, I thought she had become as evil as Discord. But once she was gone, I couldn't help but wonder if perhaps I could have ended our conflict differently. Perhaps if I'd taken seriously what had motivated her to this madness, I could have ended it with much less suffering. If I'd tried to see things from her perspective—no matter how angry I was with her. But I didn't, and we both paid the price.

"And that," she finished, looking back at Twilight, "is why you must never make the mistake I made. Trixie is a Nightmare now, and a Nightmare will stop at nothing to satisfy its desire for revenge. You can prevent it from doing so—but Trixie will be no easier to deal with for it. And you must always remember that, if you're ever going to pull her away from these destructive forces."

Twilight bowed her head. "I understand, princess."

"I know, Twilight Sparkle." She bent her head down to give her faithful student a reassuring nuzzle. "You can do this. And you will succeed. I'm sure of it."

Twilight looked back up towards her smiling mentor and felt her doubts melt away, like ice under the summer sun. Of course she could do this. Princess Celestia would not let her try if she couldn't.

"I won't let you down, princess."

"I know. Now," she nodded towards the door, "you should get some rest. You have a difficult day ahead of you tomorrow."

Twilight trotted back to her room on her hooves, but her heart soared. The princess had faith in her. Her friends were with her. Trixie was as much a victim as anyone else. They had a foolproof plan. For the first time in the past two days, Twilight looked forward to this new project. A new friend, a pony with whom she could talk about magic, a vast new world of magic and friendship to explore...

Bring it on, Nightmare Storm. We're ready for you.