The town of Ponyville bustled with costumed foals along with their parents and older siblings. Decorations adorned the buildings and the streets were lined with ghoulish figures from myth and folklore. Ever since Princess Luna made an appearance on a past Nightmare Night, the town made extra effort to prepare for her continued return.

Frost waited near a fruit stand for Iris to join him. They had arrived about two hours ago and were told to take some time to sightsee around Ponyville before Princess Luna arrived. Frost didn’t know what she had planned, but apparently it had something to do with Aldus and the others. He heard Aldus planning things with Rigel and Thule, and amazingly he and Thule were getting along quite well.

“Frost!” Iris screeched from across the street. She flew over to him and grinned, “What do you think of my costume?!”

Iris wore a somewhat revealing witch dress with holes cut in the sides to allow her wings to poke through. However the most attractive addition was the wide brimmed point hat that she wore tilted slightly to one side, allowing some of her feathers to be seen.

“Wow... you look great.” Frost said with a shy smile. “I didn’t know gryphon’s could do magic.”

Iris smiled and draped a wing over him, “Well, I’ve had a tiny bit of practice with some blessings from the matriarch. But I don’t need to that to cast a spell on you...”

Frost looked at her, “Cast... a spell on me?”

Iris raked a claw through his mane and across his scalp, causing him to sigh in pleasure. Those claws felt so good. She slowly turned and pressed her beak to his lips. Frost closed his eyes and wrapped his forehooves around her.

“Mmm, you taste good.” Frost said.

Iris grinned and nodded, “It’s because of these.”

She produced a candy apple from her saddlebag and shoved into Frost’s mouth. Frost eye’s widened in surprise as he removed the apple and looked at it.

“These are pretty good.” Frost said with a bit of surprise. “All the one’s I’ve had before have been kinda bad.”

Iris began walking toward the center of town, motioning for Frost to follow. “Yeah, an orange earth pony was there with her younger sister handing them out. They seem to know their stuff.”

“Where did you get that costume, I’m surprised they had one that would fit your large wings?” Frost asked.

Iris beamed and flapped into the air happily, “They didn’t have any my size, but a white unicorn mare saw that I needed help and made changes to one specially for me!”

Frost raised his eyebrows, “Really? That was really generous of her.”

“I know,” Iris said, “I even told her I probably didn’t have enough bits to pay, but she didn’t want any money at all. She said that it was rare to have gryphons in town, and said I should consider it a gift.”

“That’s really sweet,” Frost said, “I’ll have to go thank her if we see her later.”

As they reached the center of town Frost sat down next to Iris on a bench. “Are Pyrite and the rest of your friends coming?” Iris asked.

“Nah,” Frost replied. “They’re making the rounds in Canterlot, but they might come out here later according to Marigold.”

The music and celebrating went on for a bit more, then the mayor took the stage and got everypony’s attention.

“Citizen’s of Ponyville! I thank you for making this celebration of Nightmare Night truly one to remember! Princess Luna will be arriving shortly. At this time I need all the adults, mares and stallions to join me in the town hall for a brief meeting. There is a new policy that Luna has asked me to review before she arrives. Please, right this way...”

The mayor motioned for them to follow as she lead them to the hall. The stallions and mares shrugged and left the children to attend the meeting.

“Everypony join us please, don’t want to disappoint the Princess of the Night!” the mayor said with a chuckle.

After all the adults appeared to be inside, she joined them and closed the doors.

“Well... that’s strange...” Frost said to Iris.

“Yeah, totally strange.” Iris said. “Who would want the little ones out by themselves on a night like this?”

--------------------

Across the town square, Sweetie Belle, Apple Bloom and Scootaloo wondered what was going on. Something like this didn’t usually happen, and the mayor sounded different somehow.

Applebloom almost tripped on her wrappings as she walked over to Sweetie Belle, being a mummy was fun but Apple Jack didn’t tie the bandages nearly tight enough around her hooves. Sweetie Belle was dressed as a witch doctor with the help of Rarity and Zecora. Her costume consisted of less things to trip over.

“What is going on?” Sweetie Belle asked.

“I’ve got no idea,” Apple Bloom replied, “Where is Scootaloo?”

“I just saw her. Oh, there she is.” Sweetie Belle said while pointing to the fountain.

Scootaloo stood on the edge of the fountain scanning the skies for her favorite flyer. “I still don’t see her...” she muttered.

“Aww cheer up, Scoots.” Apple Bloom said, “She’ll be here soon, I know it.”

Scootaloo was dressed as a Shadow Bolt, a similar costume to Rainbow Dash’s. Rainbow wore the costume almost every year, and this year Scootaloo wanted to spend time with her and show off her own awesome costume. Rarity had helped her out with the details, and it fit perfectly.

“Why are all the other ponies in the town hall?” Scootaloo asked, “What does Princess Luna want?”

“If I could have your attention, please.” 

A commanding voice boomed over the children in the town square, prompting them to look to the edge of town. There are hooded and cloaked figure stood alone.

“What’s going on?” Sweetie Belle asked.

“I don’t know,” Apple Bloom said, “I don’t like the look of this.”

“Greetings children, how are all of you doing on this fine... frightening night?”

“Who are you?” a young colt asked from the crowd.

The hooded pony moved forward a few paces and looked at the children, revealing glowing green eyes and long gray mane that flowed out of the hood.

“I’m glad you asked. I am Aldus, court wizard to the queen of the night, Nightmare Moon.”

“Nightmare Moon?” Sweetie Belle asked, “Don’t you mean Princess Luna? She’s not Nightmare Moon anymore.”

A small chorus of murmurs came from the children, all thinking the same thing.

“No, he means Nightmare Moon.”

Another loud voice boomed, but from much closer. All the children looked up to find a large figure sitting atop a chimney on a nearby building. It surveyed them all with piercing red, glowing eyes. Many of the children yelped in fear and began to bunch together.

Apple Bloom tried to calm her friends down along with some of the other foals near her. However she jumped herself when she turned around as saw that Aldus had appeared within their midst. He chuckled and began to walk among them.

“Now now little ones, there’s no need to be afraid. My associate up there is just a little... displeased that he won’t be able to enjoy the delicacies tonight. I’m afraid our Queen has laid claim to them, and to you.”

“What?!” Apple Bloom shouted from behind him, “She can’t claim us! Where are the other ponies? Where is my sister?!”

“And mine! Where is mine?!” Sweetie Belle shouted.

Aldus turned to them and walked over. He stopped in front of them and noticed Scootaloo. “Nice costume.” he said with a smile. “As to your sisters and the other adults, they’re being entertained by my dear friend.”

Aldus motioned to the town hall where the mayor stepped outside. She grinned at the children and was consumed by a bright green flame. Once the flames subsided, a large changeling mare with a violet mane and glowing violet eyes laughed sadistically at the children.

“Oh but they look delicious...” she said while flutter toward them with her buzzing wings. “I’m sure Nightmare Moon won’t miss one or two of them, there are so many.”

“Ciaran... we talked about this!” Aldus said through closed teeth. “You’re gonna get me in trouble with the Queen!”

“Mmm” she moaned while licking her fangs and looking at a small foal dressed in a pirate costume. “That’s your problem, not mine...”

“The Queen of the Night will know if some are missing, it’s best not to upset her.”

Apple Bloom looked to the edge of the opposite street and saw a pony clad in bright silver armor. He had a gigantic sword slung around his shoulder and began to trot into the square to join Aldus. His face was obscured through a helmet but his long silver mane flowed almost to the ground in a large tassel.

“Tell them what fate awaits them, she’ll be here soon.” he said through his closed helmet.

Before Aldus opened his mouth, a deafening boom cracked the near the mountains as clouds began to flow toward Ponyville from the direction of Canterlot. Scootaloo’s mouth dropped in surprise. It was Rainbow Dash, no other pony could create a sound so loud... but there was no rainbow. Even in the dark she knew she would be able to see a Sonic Rainboom. The clouds moved as if something was pulling them, then she saw it. A pegasus streaked over Ponyville so fast it caused everypony’s costume to blow in it’s direction. Scootaloo couldn’t believe another pony could fly like that.

The pegasus flew over Ponyville and landed on a cloud above the square. He spread his mighty wings and stretched his hooves to the moon, which was now out in all it’s glory. In the moonlight, Scootaloo could tell he was wearing a Shadow Bolt costume just like her! Except there was a small difference, his appeared to be red.

The red eyed pony perched on the chimney opened larger leather wings and took to the air to join the pegasus on the low hanging cloud.

“About time, Hurricane. What kept you?” the red eyed pony growled.

“Apologies, Thule.” the pegasus said. “Our queen wished me to procure her some fine cider for her meal this evening. Apparently it tastes good after fresh foal.”

“Fresh foal?!” Sweetie Belle squeaked. “She’s going to eat us?! I thought that was just a story meant to scare us?!”

“And doesn’t it scare you?” the one called Thule chuckled.

“Oh don’t listen to him!” the pegasus said with a wave of his hoof. “There’s nothing to be scared of at all. You won’t feel a thing. In fact, you won’t even know it’s happening! That’s what Aldus is here for. It’s a great honor to join your loving queen for dinner on a night like this.”

“Too true!” Aldus said with a hearty laugh, “I can always count on you to put things in perspective, Rigel.”

Several of the foals screamed and attempted to run away. Some sprinting in different directions, while others took to the skies. The cutie mark crusaders were too scared to do anything but watch.

The pony in armor froze some of the children in place with some sort of spell, while the changeling spit a green goop at three others, rooting them in place. Some of the pegasus foals only got a few feet off the ground before they were caught by Rigel. Apple Bloom turned around and backed into her friends as she saw Aldus laughing.

The foals who attempted to escape were brought back into their circle, which was now surrounded by Nightmare Moon’s servants.

Aldus got their attention by clearing his throat, “Now that you all know escape won’t be happening, let’s get this night started.”

He began to waft a golden aura from his horn and suspend it over the foals. As it increased in size, Scootaloo and the others remembered it. They had met Aldus before, he was the one who was in Carousel Boutique after they were almost eaten by Timber Wolves. He helped save them, why was he doing this?

“Don’t look at the spell!” Scootaloo shouted to all the foals.

“This will all be over if you just cooperate. Nightmare Mo-”

A blast of cold air impacted Aldus in the back and sent him tumbling forward into a building across the street. He went right through a wall and shattered a window, leaving everypony stunned. Nightmare Moon’s servants all backed away from the children and saw another pony standing on the porch of a Sugar Cube Corner. He was a light blue unicorn colt with an even lighter blue mane.

“Nightmare Moon won’t be eating any of us tonight, right Iris?”

On the roof above him, a gryphon landed and produced a glowing crystal from her saddlebags. “That’s right, Frost. Nightmare Moon’s servants shall not claim us!”

A gout of flame erupted from the hole Aldus was flown through as he stalked out and kicked away some debris. His eyes burned of green flame.

“Frost... you’re going to regret that...”

“Not as much as you’re going to regret this!” Frost said with laugh.

Apple Bloom, Sweetie Belle and Scootaloo all closed their eyes when Frost conjured a frigid gust of wind and swept it over the foals. They all covered their eyes, which served as Iris’ cue. The gryphon flew into the air and tossed the crystal into the square above their heads. It exploded in a flash of brilliant light, blinding all the servants of Nightmare Moon, yet having no effect on the closed eyes and covered heads of the foals.

Iris flew over and picked up two of the smaller foals. “What are you waiting for?! Run!”

Every foal screamed and ran in different directions. Scootaloo and Apple Bloom ran into Sugar Cube corner with Sweetie Belle and Pip while Frost distracted Aldus. Thule was so stunned due to his sensitive eyes he fell backwards off the cloud, only to be caught by Rigel at the last second.

“Dammit Rigel! What just happened?!” he shrieked.

Rigel’s gold tinted flight goggles lessened the brightness of the burst, but he was still seeing stars.

“Iris played a very clever trick, and now the foals ran away.”

Thule grabbed onto Rigel once he was back on the cloud. “Once I get my vision back we’ll have to find them before she gets here.”

“Of course,” Rigel said.

“You should get started.” Thule said while rubbing his eyes.

“I’d rather not leave you alone with those eyes. Don’t want you falling off a cloud or crashing into and buildings.” Rigel said with a friendly clasp of his shoulder.

Thule smiled and nodded, “Thanks... Hurricane.”

On the street, Frost grinned at his fuming master. “What are you going to do once Nightmare Moon finds out you failed her? Will she eat you?”

Aldus formed a sphere of energy between his hooves and shook off his hood, “No, she’ll be eating you when I present you to her!”

Aldus slammed his hooves into the ground and created a bright ring around Frost. Frost saw it an immediately teleported away, safely avoiding the rune.

“Very good, Frost.” Aldus said, “But you can’t run forever.”

“We’ll see, Aldus.” Frost said as he sprinted off down an alley.

-------------------

The cutie mark crusaders barricaded themselves inside Sugar Cube Corner, placing tables and chairs near the door. After that they huddled behind the counter and tried to come up with a plan.

“What do we do?!” Sweetie Belle asked.

“I don’t know,” Scootaloo began, “But I’m sure not all of our friends are caught.”

“Where is Princess Twilight?” Pip asked from the corner.

The crusaders didn’t notice that he followed them inside.

“I’m not sure,” Apple Bloom answered, “But she might be at her new castle. If we could make it there we might be safe.”

“Are you kidding?!” Scootaloo shouted, but then lowered her voice to a whisper when her friends winced. “Did you see that pegasus stallion? Rigel? We met him before, remember? In Canterlot? We’d never be able to outrun him.”

As Pip became more frightened he backed into the kitchen door and looked around.

“Girls, I think it’s safe back here.”

As the crusaders got up to join him, a green slime attached itself to his back and yanked him back through the door. Sweetie Belle and Apple Bloom ran after him and skidded to a halt when they saw him in the hooves of the changeling. The crusaders screamed, scrambled out the side door and ran into another building.

Meanwhile Pip turned around and got a glimpse of the grinning changeling. He saw her smile at him, then fainted.

Ciaran cradled him against her carapace and facehoofed. “Guess I’m too scary for my own good.”

The crusaders ran outside and sprinted out of town toward Princess Twilight’s new castle. They made it over a few hills before a gust of wind blew over them. The pegasus stallion circled overhead than landed in front of them, stopping the girls in their tracks.

The moonlight reflecting on his angular flight goggles caused a menacing gold tint to appear as his eyes. His blue mane billowed in the wind atop the hill, and when he flexed his wings and smiled, Scootaloo more than the others was genuinely frightened. It wasn’t just his appearance, it was what he represented. Scootaloo was constantly wondering where Rainbow Dash was, why she hadn’t swooped in to save them. But now, standing in front him, Scootaloo wasn’t sure Rainbow even could save them.

“Now girls, it’s very dangerous to be out alone tonight, especially this close to the Everfree Forest. “ Rigel began to walk toward them and smiled, “Let me take you back to town where it’s safe.”

Before the girls could even answer, a thick darkness descended on Rigel. He slowly turned around and gasped. As the darkness got closer he covered his head and actually cowered behind the fillies.

“You’ve failed me, Rigel...” the the darkness boomed in a menacing tone.

“No- I- I- didn’t, I swear... here... take them, eat them!!”

“Fool! You expect me to gobble up only three fillies?! Where are the rest?!

“There in the town, I think. Aldus and Thule-”

“I have no time for excuses!” the darkness screamed.

Slowly it transformed into the shape of a pony. A shape the fillies new well, none of than the Queen of Darkness herself: Nightmare Moon.

Then something strange happened. Rather than gobble them up, she slipped them a wink and slowly trotted over to Rigel. The red pegasus still had his eyes covered.

Nightmare Moon lowered her head until it was inches from his ears and silently took a deep breath.

“BOOO!!!!!” she shouted at nearly the top of her lungs.

Rigel nearly jumped out of his skin, rocketing into the air with one frantic flap, leaving several red feathers where he once was.

All the fillies fell over laughing, as did the Queen of the Night.

“Very funny...” Rigel said while catching his breath.

Nightmare Moon recovered and swept up the fillies in a magical field. “Come my subjects, I wish to address the town!”

-------------------

Back in Ponyville, the majority of the children had been found by Polaris, Ciaran, and Thule. Iris was still in hiding with a few colts, while Frost squared off against Aldus in the middle of town. Both unicorns connected beams of magic and attempted to force each other back. Nearly all in the town were watching with mouths agape.

For Aldus’ part, he was a bit surprised that Frost could hold out against him for so long. But he wasn’t trying to win, just create a show. Something Frost was aware of as well. He saw Frost begin to step toward him, and so decided to do the same. The magical energy closed within a few paces as the ponies got so close, they could almost touch. In a powerful blast, both ponies were flung back into the air. Frost spun in circles and teleported himself to safety amidst the foals, while Aldus crashed into a ground and rolled to a heap... right in front of Nightmare Moon’s hooves.

Aldus grunted and looked up beneath his robes, “Oh... shoot...”

“You lose, Aldus. Time to make good on our agreement.”

Aldus sighed, then nodded. “So much for all our candy...”

“Citizen’s of Ponyville, since my wizard has failed to deliver all of you to me. I shall no longer eat you... but instead, join you in eating all of this candy!!”

Aldus ignited his horn and teleported to the center of town. He stood on his rear hooves and traced a circle in the dirt with his forehooves. After he was done, he teleported a massive chest into the circle.

After the smoke clear, he leaned against the chest and whistled. It was bigger than he was.

“Is that filled with candy?!” one of the foals asked.

Rigel flew down and landed beside Aldus where he was joined by Thule and Polaris. Aldus handed the child a large key. “Why don’t you find out yourself?”

As he approached the chest Rigel hefted him onto his shoulders to let him reach. He inserted the key and with the help of Rigel threw open the lid. The amount of candy in the chest was unlike anything anypony had ever seen. It could feed the whole town, and that’s exactly what it did.

Princess Luna transformed into her normal appearance and began the celebration with the ponies of Ponyville. Happy to announce that the adults were not harmed, and were in on the act the entire time. The foals were happy they got to experience something scary, and the entire night was spent celebrating.

As things began to die down, Frost took his leave from the festivities and walked over to the bank of a small stream. He let out a tired sigh and closed his eyes. The peace and quiet calmed his mind and allowed him to think of what he was now able to experience.

The sound of hoofsteps broke him out of his meditation and he turned around. “Oh, hey Ciaran. What’s up?”

“Frost, why aren’t you with Iris enjoying yourself?”

“I spent time with her earlier, she’s playing with some foals right now. I just wanted some time by myself.”

Ciaran paused, then asked, “Do you mind if I join you?”

Frost smiled, he was glad she asked that. “No, I don’t mind. In fact I’d like that.”

Ciaran sat down and gently rubbed his back. “This was fun, I’m glad I decided to come.”

Frost grinned, “What did the ponies think of your ‘costume,’ did anypony get suspicious?”

Ciaran nodded and stuck her tongue out, “A few, but the explanation of a really good spell usually did the trick.”

There was a pause before Frost spoke again. “This must seem strange to you, huh? Changelings probably don’t celebrate this.”

Ciaran chuckled, “No, we don’t. Dressing up in costumes is something we do all the time. Have you celebrated Nightmare Night before?”

Frost didn’t answer at first, then nodded. “Yeah, my mother took me out one year. I was a ghost. I didn’t get much candy, so she used what little money she had to go buy me some after we were done. I don’t think she ate that night, or the night after.”

Ciaran frowned and looked down at Frost, his mane hung below his head, obscuring his face. On the ground, she could see small droplets of water hitting the mud.

“Frost...” Ciaran whispered.

“I’m sorry...” Frost said between quiet sobs. “Don’t let me ruin your night. Go have fun with Aldus.”

Ciaran pulled Frost into a warm embrace and kissed his head, “It’s okay, Frost. I’m not leaving you here all alone.”

Frost wrapped his hooves around Ciaran and cried into her carapace. “I miss her...”

Ciaran chose not to say anything until Frost’s tears stopped. When they did, she picked up his chin with a hoof and smiled. “Do you want to tell me about her? Will that make you feel better? I’d be happy to listen.”

Frost wiped his nose, and offered a chuckle, “Maybe another time. I have a picture of her, when I show you that we can talk about her.”

“Alright, Frost.” Ciaran said. “Whatever you feel comfortable with.”

“I’m sorry, Ciaran. You shouldn’t have to see that.” Frost apologized when getting up.

Ciaran got to her hooves and bent over. She smiled at Frost and kissed him lightly on the cheek. “Didn’t you say your mom would walk with you around and get candy?”

“Yeah,” Frost said with a nod.

Ciaran held out a hoof and motioned for Frost to follow. “Let’s go get some.”

Frost smiled and hugged her foreleg, “You’re too nice, Ciaran. Thanks.”

Ciaran smiled and licked her fangs. “Don’t mention it, Frost. You know, some of this candy is really good. I’m really starting to like this Night of Nightmares.”

“Is it better than love?” Frost asked with a laugh.

“Not quite,” Ciaran replied with a small grin.

Frost laughed and ran ahead to get a bag while Ciaran watched from behind. “It really is the most wonderful of nights.”