The morning flew by. Willow Wisp had never had so much fun at school. Even history class (bleah) had been interesting and fun. Part of it was that Miss Cheerilee was such a good storyteller; she made even the dull dry parts seem to come alive. But being around other ponies...and, um, others... who got along with him and actually liked him made things so much better.

Before he knew it, it was lunchtime. The colts and fillies spilled out of the schoolhouse to eat their lunches on the park benches or sprawled on the grass under the trees, and to play in the late autumn sun. Willow found himself in the bewildering and alien position of having a small crowd of admirers around him, chattering happily with him and each other and pelting him with all sorts of questions. He'd been apprehensive at first-- being in the middle of a crowd had never been good for him before. But he soon thawed, and soon was cheerfully chattering away with them. They sat around the big picnic table on the end of the playground, eating their lunches and gabbing.

Their lunches were as varied as they were. Some of them were downright exotic. Spike, for one, was crunching his way through a collection of gemstones and crystals. Flitter had what seemed to be a lunchpail full of sweets: candy canes, lollipops, bon bons... how did she get so tall on nothing but junk food? Willow wondered. Maybe it's a giant bug pony thing? I hope somepony told her to brush her teeth lots, or her fangs will fall out.

His own lunch generated a few envious glances too, especially from the pegasi, when he got to the bottom of the sack and pulled out the treat his mom had added: a pack of three Cloud Cake cupcakes.

An orange pegasus sitting next to Nyx watched him open the wax paper with open avarice. "Ooh,"  she said. "Are those real genuine Cloudsdale Cloud Cake cupcakes?" You could practically hear the drool in her voice.

Willow nodded. "My mom made them," he said. "It's her special talent."

"Baking?"

"Well, that too, but mostly making anything extra light and fluffy. Cakes, plush toys, clouds... Dad says he let her fluff up the pillows on the sofa once and they had to move into a new house." The others laughed.

The pegasus licked her lips. "I'll trade ya," she said hopefully. She looked in her lunch bag. "I've got... um, a couple of jumbo dill pickles, a grapefruit... and a... spinach lasagna sandwich?" She put her bag down, looking disgusted. "It looks like it's leftover week again," she grumbled.

"I'll take the sammich if you don't want it, Scootaloo," A curly maned white unicorn-- Sweetiebelle, was it?--- piped up hopefully. At the others' looks, she said "Whaat? I like spinach lasagna."

"Well whaddya got, Sweetiebelle?"

Sweetiebelle looked in the bag. "Um, nachos, pretzels, those little thingies on toothpicks, half a can of onion dip..." She looked up. "Dad must've packed my lunch. It was hoofball night last night."

"I'll share with ya, Scootaloo," a yellow earth pony with an enormous bow in her mane said sympathetically. "I've got an apple butter sammich,  some apple chips, apple fries, apple sauce, apple juice--"

"Lemme guess, Applebloom. Apple pie for dessert." Scootaloo said.

"Nope. Apple brown betty." Applebloom slouched, her eyebrows in a flat line. "You know what I'd give for a banana once in a while?"

"It could be worthe," Twist said. "Inthtead of the Appleth, your family could be the Bruthels Thprouts."

"Ewwww...."

The chatter went on, much in this vein. A lot of it seemed to focus on Willow himself. It seemed he was the first thestral in Ponyville, and the other foals had mountains of questions for him. Most of them were astonished, almost horrified, to hear how ponies in other towns had treated him and his family.... what was really interesting were how many of them had knowing looks on their faces.

"You mean they went around saying you were cursed?" one filly said, disbelieving. A cupcake hovered halfway to her mouth, forgotten.

Willow nodded and took a bite of his sandwich. "Thestrals are supposed to be 'marked by the Moon,' " he said. "We're supposed to be descended from guards who were loyal to Nightmare Moon, or something." He saw Nyx wince. "Dad says it wasn't so bad... well, it was never good but it got worse after Nightmare Moon came back. And when she came back again and took over Equestria, everypony thought that Thestrals were her minions and were gonna rise up and help her rule the world or something..."

Nyx winced again. "I'm sorry," she said plaintively.

Willow blinked at her. "Why?"

"'Cause I guess all of that was sort of my fault," Nyx said, grimacing unhappily. Everyone at the table looked awkward for a moment. Willow just looked confused. "Don't you remember my story this morning?" Nyx said meekly. " I'm... I used to be Nightmare Moon."

"Looks like y'r gonna have t' explain it to him all over again," Applebloom said. Nyx groaned and faceplanted on the table. The other ponies laughed.

Willow blinked again as all the little pieces came together. "Oh. OH. Ohhhhh. Right." He took a nervous sip from his thermos while the magnitude of what she'd said sunk in. "Holy jumping cow. I'm going to school with Nightmare Moon." He said softly.

"Yeah, that was sort of what she told you this morning,"Scootaloo said to him, not a little sarcastically. "What'd you miss?"

Willow quit staring at Nyx to glare at the pegasus. "She talked too fast," he said defensively. He felt a little stupid. He remembered his father saying something about "the princess's daughter" and "former Nightmare" and all that, but it hadn't really all come together in his head. "And... well... I kind of forgot. I mean, look at her," He pointed at Nyx. "Nopony would ever believe she was Nightmare Moon."

Nyx gave him a wan half smile. "Aww, that's sweet of you," she said. "I know nopony is ever really going to forget... but it's nice anyway."

Willow regarded her. If things had been a little bit differently, she'd be Queen-- and I'd be one of her royal guard, he thought. Suddenly awkward, he focused his attention on his thermos of grape juice, sucking noisily on the straw.

"It'th kinda cool," said Twist. "Doeth thith mean you have a minion now, Nyx?" She grinned.

Willow and Nyx both started at the suggestion. "No way! I don't want a minion/ to be a minion," they both protested simultaneously. Everyone at the table giggled.

"But really, y'all," the Applebloom said. "Nyx, Twilight Sparkle's a princess now. And that means sooner or later YOU'RE gonna be a princess too--"

"Lalalalala CAN'T HEAR YOOUUU laallaALALALALA..." Nyx sang at the top of her lungs, hooves over her ears. Several of the fillies and colts laughed so hard they fell out of their seats.

"Anyway, you don't have to worry about anypony picking on you around here," Sweetiebelle told Willow. "We're used to Nyx, why would we be afraid of you?"

"And if anypony tries, we'll kick their flanks!" Scootaloo added, smacking one hoof into the other.

Willow felt a surge of warmth inside at that. Nopony had ever promised to back him up like that, before.

"Scootaloo," Sweetiebelle scolded. "It's not nice to fight--"

"It's not nice to let ponies get picked on and beat up, either!"

"All the same," Sweetiebelle said primly. "Besides, nopony in Ponyville is going to be mean to a stranger like that." She paused as she noticed the deadpan looks she was getting from several others at the tables. "....What?"

Wordlessly, Applebloom pointed a hoof across the playground. The two snobby ponies Willow had met earlier were at another table, with about half the class gathered around them. They were handing out fancy pastries from the two boxes he'd seen them carrying earlier. The pink one with the tiara seemed to be shooting smug looks across the playground at them.

"Oh yeah. Diamond Tiara and Silver Spoon." Sweetiebelle's voice was as flat as her eyebrows. "Forgot about them..."

"Don't be too hard on yourself. We all try and forget about them," Scootaloo snarked. She eyeballed the dubious duo. "Hmph. Fancy treats to hand out. As usual they're getting all the friends money can buy."

"Well... still. They're... unpleasant. But they're tolerable," Sweetiebelle insisted. "No Ponyville ponies will treat you like those other ponies did. Ponyville is nice to strangers.... okay, what." She finished on a flat note as everyone stared at her again.

"Sweetie, sometimes ah worry about you," the yellow one said, shaking her head. "Don't y'all remember Zecora?"

Sweetiebelle looked sheepish. "Oh, yeah, right."

"What about Zecora?" Willow asked.

"She does refer,

I must concur,

To a ticklish tale to tell,

When my Aunt first met

The Elements

It did not go too well."

The pudgy zebra colt came walking up, licking pastry crumbs off his face. A piebald colt was with him, still munching away at a petit four.

"Really guys?" Flitter said scornfully. "You took one of Diamond Tiara's pastries?"

"Oi, free food is free food," Pipsqueak protested, taking a seat. Ziggy just grinned.

"Wealthy young filly

Buys affection with goodies

Alas! left with crumbs."

"Good one, Ziggy," Applebloom laughed. "I give it four out of five. You want to tell Willow what happened with your aunt?"

Ziggy shook his head.

"You were there, you know it best,

and it is best not to test

my rhyming skills at such a tale,

it is too long it would go wrong

and would not rhyme too well."

Applebloom giggled. "Okay, y'all ain't gonna believe this..." She proceeded to tell them all a story about her older sister and her friends (holy jumping hydras, her sister was one of the bearers of the Elements?), a spooky Zebra living in the Everfree, and a rather dangerous magical blue flower called Poison Joke. In no time flat she had everypony falling out of their seats, howling with laughter at her descriptions of what the Poison Joke had done, and what the six mares had done trying to "rescue" Applebloom from Zecora. Spike had cut in from time to time, adding details that only made it funnier. His imitation of Fluttershy's voice had Willow laughing so hard he couldn't breathe.

"O'course, that was all ages ago," Applebloom said. "Zecora's just one of the neighbors, now. Shoot, she does the Nightmare Night storytelling now." At Nyx's grimace, Applebloom chided, "Oh don't be like that, Nyx. She and Luna promised they'd change the story..."

"I did a lot of bad things, but I never never ever ATE anypony," Nyx sulked. She chomped the apple from her lunchpail moodily.

"Still I guess it's pretty true," Scootaloo said. "Ponies in Ponyville are generally nice. I mean, it was kind of bad everypony was scared of Zecora. And, well, ponies are a little bit weird about Flitter--"

"I can hardly blame them," the changeling filly sighed, sticking another lollipop from her lunchbox in her mouth.

"--But we don't have any thugs or goons roaming around, bullying ponies for being different. Mayor Mare would never tolerate it."

"I don't know about that," Willow said hesitantly. "There were a couple of colts who tried to jump me on the way to school this morning..."

"What? Who? What did they look like?" Several foals asked.

"It's okay, I got away from them," Willow said.

"No, it's not okay," Applebloom said firmly.

"Too ruddy right," Pipsqueak said. "If there's some blighter bullies picking on ponies in town, we jolly well ought to know who they are."

"Even if it's just so we can avoid them," a little grey unicorn filly said somberly.

Pip puffed out his chest a tiny bit and put a hoof around her shoulder. "No worries, Dinky," he said with a scowl. "We'll protect you from those rotters."

"Darn right, the Cutie Mark Crusaders look out for each other," Applebloom said (1). Several foals nodded.

"The who?" Willow said, puzzled.

"We'll tell ya later," Scootaloo said impatiently. "But tell us who these ponies were first. What did they look like?"

"Well, they were unicorns. One was fat, and green with an orange mane, and the other was tall and orange with a green mane--- what??" Willow said at the hoot of derision that went up.

"Snips and Snails?" Scootaloo hooted. "Them??"

"Are you sure?" Applebloom said. "One green, one orange, scissors and a snail for Cutie marks?" Willow nodded. At this the farmpony looked very skeptical. "Are you really sure?"

"That... really doesn't sound like them," Sweetiebelle said, a little more kindly. "Snips and Snails aren't mean, they're just--"

"Stupid," Scootaloo deadpanned.

"Scootaloo--!" Sweetiebelle hissed.

"Hey, they're me mates," Pipsqueak said. "But... yeah... they're a bit slow." He shook his head. "But there isn't a mean bone in their bodies."

"Then why did they chase me?" Willow said defensively. "Why did they corner me in an alley? I was just walking down the street minding my own business, and they come up behind me, going all--" he waved his hooves in pantomine-- "Heyyy PAAAALLL, whatcha DOOin'?" he crossed his forelegs. "I was lucky to get away!"

Everypony looked dubious. "Maybe it was some sort of misunderstanding...?" Applebloom said.

"Well, we'll have to ask them," Scootaloo said. She looked around. "Funny, I haven't seen them all day..."

"Seen who all day?" Somepony said. Willow turned to see who it was; he was greeted with a most extraordinary sight. At first he thought it was somepony doing a front hoof stand,(2) till his he realized that the pony in question had a fish tail instead of back legs. It was Doubloon. The seapony was trotting along on her forehooves, her tail curled up over her back. She tottered over and flopped across the bench seat, tail trailing off the end. At Willow's surprised look, she said, "Before you ask, yeah, I can leave the water. Well, for a while. So long as I get back to it in a couple hours, or my skin dries out." she shuddered dramatically. "Not nice when it happens. So who is it that nopony has seen all day?"

"Snips and Snails," Pipsqueak said. "Seems they had a bit of a donnybrook with our new classmate." He pointed to Willow.

Doubloon actually looked distressed. "Oh no! They're not in trouble are they?" She looked at Willow, scolding. "Why did you pick a fight with them?"

Willow was getting a bit upset himself. First nopony believed him, and now he was being accused of starting the fight? "Hey!"

"He says that Snips and Snails tried to pick a fight with him," Applebloom said.

Doubloon shook her head, disbelieving."Never in a million years. Okay, Snips has done some dumb things and gotten them both into trouble, but he's not a bully. And Snails doesn't have a mean bone in his whole body."

"Ohhhhh. You're thweet on him, aren't you," Twist teased. Scootaloo pulled a face and Applebloom looked incredulous. Doubloon merely blushed a bit.

"He's nice to me, is all," she said.

"On your first day he sprinkled fish food in your bowl," Applebloom said in a monotone.

Doubloon blushed redder. "It was an honest mistake," she said. "he thought you all were going to have a bunch of goldfish. And he apologized and helped me clean the flakes out..." She shook her head. "Not a mean bone in his body."

Nyx had to nod. "Yeah. They've never been mean to me, even after... you know..." she waved a hoof. "They even saved my life once! Um, Kinda."

"Really?" Doubloon said.

"Like I said, kinda. Last Nightmare Night? They thought Nightmare Moon was gonna get me, and they charged right in horns first to save me."

"Wow," Willow said, impressed. Then paused. "Wait...but how...?"

Nyx winced, and several of the ponies at the table started to giggle. "Turned out it was Princess Celestia dressed up as Nightmare Moon for Nightmare Night," she explained. "Snips and Snails jabbed her right in the plot. Um, one to the left, one to the right..."

Doubloon put her hooves to her mouth. "No way!"

Nyx, Scootaloo and Spike all nodded. "Yes Way." Doubloon squealed with laughter.

Willow brooded over what everypony was saying. Could he have been mistaken? He glanced over in the direction of town, brooding-- and happened to see the two ponies in question. They were skulking onto the playground like two sneak thieves, darting glances in every direction. They also seemed to be wearing.... sunglasses, scarves and strings of garlic around their necks?

Willow tapped the table with a hoof to get everyone's attention, and pointed at the two wayward colts. "Uhhh..."

Everypony in the little group turned around and looked, just as the two truant colts looked over at them. Everypony paused in confusion. Then Snips and Snails clapped eyes on Willow, and leaped in the air, screaming. "Vampony! Everypony run for your lives!" Before the classes' astonished gaze, they began running around in panicked circles yelling nonsense about the Vampony Invasion.

"Oh, not this again," Nyx moaned, faceplanting and throwing her hooves over her head, to Willow's complete mystification. "I hate that stupid movie..."

"Oh come on, you two plotheads!" Scootaloo shouted at them.

Doubloon, it so happened, was wearing a rather ornate seashell necklace. To everyone's surprise Snails came running up and seized the back of the necklace in his teeth, and dragged the startled seapony backwards off her bench.

"Ack! Hey!"

He ducked his head under her and managed to flop her sideways over his back. "Come on, Doubloon, I'll save ya!" he said, galloping off across the playground.

"What are you, crazy?" Doubloon shrieked.

"He's a vampony, ya gotta get away from him!" the dim would-be hero drawled.

"I'm not a vampony!" Willow yelled after them, exasperated. How had this gotten so out of hoof?

Thankfully the ruckus drew Miss Cheerilee out of the schoolhouse before they quite managed to run off into the sunset. "What is all this ruckus?" she demanded. She caught glimpse of Snips and Snails. "Snips! Snails! Stop that this instant. Snails! Put Doubloon down before somepony gets hurt. She's a seapony, not a saddlebag!" Snips and Snails screeched to a halt in front of the irate schoolteacher. Snails obediently put Doubloon down on the ground--- surprisingly gently. The two then began gabbling at Cheerilee about "vamponies!" "Monsters!" and "Invasion!"

"Wait wait wait, what?? Oh honestly you two! There's no vampony invasion. There's no vamponies. Willow is not a vampony. Nyx is not a vampony. There's no such thing as vamponies."

"In all fairness," Ziggy muttered to Willow, "That's what they used to say about sea ponies."

"And furthermore you two are tardy. No, you're truant. Come inside right this minute, I'm going to have a little talk with both of you." Miss Cheerilee turned around and marched back into the schoolhouse, Snails and Snips trailing behind, their heads hanging low and their ears drooping under the laughter and jeers of their classmates.

Willow saw the two colts shuffling off to be punished to the mocking of their classmates, and felt terrible. It wasn't reasonable, but-- after all the times it had happened to him it felt wrong to let it happen to somepony else. Even if they were a couple of goons. He got to his feet and started for the schoolhouse.

"Hey, where are you going?" Applebloom asked.

"It's my fault this happened," Willow said sheepishly. "I gotta go tell Miss Cheerilee what really happened." He trotted for the schoolhouse door. He passed Doubloon on the way; the seapony filly gave him an uncertain look-- then followed him inside, waddling a bit like a seal.

The two of them stepped inside. "...The garlic I get," Cheerilee was saying wearily. "But what on earth are the sunglasses and the scarves for??"

"The scarves are full of washers," Snails said confidently. "That way the vamponies can't bite our necks." He was rather proud of the scarves, they were his idea.

And the sunglasses?" Cheerilee deadpanned.

"Cause vamponies have hypnotic eyes," Snips said, lifting his sunglasses and bugging his eyes out at her for emphasis. "If they can't look us in the eye, they can't hypnotize us."

Cheerilee sighed with the weariness of every adult authority figure in history. "Boys, we've had this talk before," she said. "I wish that tacky movie had never come to our town. And I certainly wish you two had never seen it. 'Curse of the Vampony' is just a movie. It's not real. And vamponies are just an old mare's tale."

Both boys gave her skeptical looks that should have seared right through the cheap plastic lenses on their sunglasses. "Yeah," Snails drawled scornfully. "That's what everybody said about Nightmare Moon."

Cheerilee paused in mid word, rendered dumb by the realization that she'd just been one-upped by Snails. She put her hoof to her throbbing forehead. "Boys," she finally said patiently. "Whether or not there are any vamponies, none of your classmates are one. What in Equestria made you think-- again-- that one of your classmates was a vampony?"

"He has the eyes," Snips said.

"Ya, and the bat wings," Snails added. "He wears sunglasses over 'em to hide 'em, but they're there."

"And he's even got blood sucking fangs," Snips said in a stage whisper. He looked over his shoulder and saw Willow standing there. "See? They're right there sticking out of the corners of his AIEEEE!" Snips and Snails both screamed. The pudgy unicorn did his level best to climb up his best friend's shoulders.

"Stop, stop, stop!" Cheerilee shouted. The two colts finally stopped screaming. "Boys. He's not a vampony. He's a thestral. Like the guards who pull Luna's chariot on Nightmare Night, remember?" She shook her head. "If you two didn't jump to conclusions all the time..."

Willow turned red and shuffled his hooves. "That's... kind of my fault, Miss Cheerilee," he said meekly. Cheerilee cocked an eyebrow. "I was on my way to school, and these two came up behind me and I-- I thought they were a couple of bullies who were gonna beat me up--"

At this the two unicorn colts gasped. Snips looked offended; Snails looked outright hurt. "We would never do that," Snails said, wounded.

"Yeah, we were just saying 'hi,' " Snips said.

"That's how it always started in my old neighborhood," Willow said grimly. " 'Hiiiiya, Paaaaal.' And then WHAM!" He punched one hoof into the other. "You're head down in a gutter, getting a swirlie."

The two unicorn colts seemed to ponder this. "Wow. Your old neighborhood sucks," Snips said sincerely.

"And how does that add up to--" Cheerilee waved her hoof, indicating her two charges, their outrageous garb, et al.

"Well they chased me--"

"We were just tryin' to figure out what was wrong!"

"And well, I scared them off."

"How ?" Doubloon asked, curious.

Willow shrugged. "I physically intimidated them."

There were giggles, and a loud snort from behind him. Willow looked; the Cutie Mark Crusaders-- Applebloom, Scootaloo and Sweetiebelle, at least-- were standing at the open door, eavesdropping. Scootaloo snorted again. "You ?" she said. "You're barely bigger than Pipsqueak--"

Willow gave a mental shrug. It was easier to show than to tell. He planted his hooves and gave the trio a "Hissssss!" The three filles "Eeeked!" and jumped a foot in the air. They backed up, bunching together till they were practically in pyramid formation.

"Now what was that--?" Cheerilee demanded.

He turned and faced her. "Hissss!" Cheerilee jumped in her seat and let out a little scream. Snips and Snails' scream was even higher.

He turned and faced the girls again. "Hisss!"

All three shrieked.  "Okay, we believe you we believe you!" Sweetiebelle said, covering her face with her hooves.

"Jumpin' horntoads," Applebloom agreed.

"Jeez, that nearly scared the cutie mark offa me!" Scootaloo said. She leaned forward with a grin. "Do it again."

Miss Cheerilee waved her hooves. "No no no, that'll be enough of that," she said firmly. She patted her chest with a hoof. "Goodness gracious. Ahem. I can see why Snips and Snails... jumped to conclusions." She gave the two a stern look. "Now what does that have to do with why were you late to school?"

"We ran off to hide..." Snails began.

"But then we realized we needed to warn everypony," Snips finished. "And, um, it took a while to find all the anti vampony stuff..."

"And it took forever to sew the washers on the inside of our scarves," Snails said. he held up the end of his scarf; sure enough, the inside was covered with steel washers.

"And the reason you grabbed Doubloon and dragged her around the playground?" Miss Cheerilee said.

Snails let his head hang and scuffed one hoof. "We came ta school ta tell everyone about the vampony. I saw her sittin' at the table with him an'....I was tryin' ta rescue her," he admitted, his cheeks turning a bit pink. At everypony's dumbfounded looks, Snails said, "Well-- she can't run. I didn't want the vampony to get her..."

Doubloon rolled her eyes. "Really?" Doubloon said. Then she smiled a little. "That's kind of sweet. Dumb, but sweet." Snails blushed harder and got a goofy grin on his face.

"Well she wasn't in danger, because there is no vampire pony," Miss Cheerilee said. "You missed half a day of classes, and caused a ruckus on the playground all for no good reason..."

"We really, really stink at this, don't we," Snips said to Snails. Snails nodded dolefully.

"Miss Cheerilee," Willow said, waving a hoof. "It was kind of my fault. I did sorta... pretend to be a vampony to scare them off, and they really were just trying to do the right thing." He eyed their outfits. "The weird sort of right thing, but still."

Miss Cheerilee raised an eyebrow and quirked the corner of her mouth up. "Very well. By all rights I should put them both in detention and write a letter to their parents--" Snips and Snails nearly had heart attacks at this-- "But this once, just this once, I'm going to let it slide," Miss Cheerilee continued. Snips and Snails both let out a sigh of relief and all but sagged to the floor. "Girls, go ring the school bell and call everyone in; lunch is over." Scootaloo, Sweetiebelle and Applebloom groaned, but trotted off.

"And boys? Get rid of those silly outfits."

When everyone was back in their seats, Cheerilee had a little lecture ready for them. "Well, we've had an interesting day today," she said with a wry smile. "For better or worse. A new student from a whole new pony clan, and a few big misunderstandings between ponies. Willow thought Snips and Snails were bullies, and they scared him badly. So he scared them badly in return. Snips and Snails thought Willow was a Vampony.... just like they thought Nyx was a vampony for a while... because of a movie they saw last summer." Here she pulled down the rollup screen, revealing a poster for 'Curse of the Vampony II,' in all its gruesome glory.  "So they caused a ruckus on the playground, because they were afraid the vamponies were invading."

Some of the ponies started to laugh at Snips and Snails, but Cheerilee stopped them. "Oh don't you laugh too hard at them," she said. "they aren't the only ponies that make that mistake." She pulled down another poster, this one of an ordinary thestral. "Ponies all over Equestria think that Thestrals are cursed, or that they drink blood, or that they're slaves of Nightmare Moon, or even worse things. That has made life very hard for thestrals like Willow everywhere they go.

"Thestrals aren't the only ones. There are ponies who think that changelings like Flitter are all monsters. Ponies in Ponyville thought Zecora was an evil enchantress because she was a zebra. There are ponies who think Nyx, or Princess Luna, are dangerous and evil because they were once Nightmare Moon. Can anypony tell me why?"

A spindle-thin pegasus raised a hoof. "Because... they were afraid?"

Cheerilee nodded. "That's right, Featherweight. Ponies were afraid. And when they were afraid, they made terrible mistakes."

Willow raised his hoof uncertainly. "... Shouldn't they be afraid?"

Cheerilee looked at him carefully. "What do you mean?"

Willow shrugged. "The changelings really did invade. They were gonna conquer Equestria and drain it dry. Nyx and Luna really were Nightmare Moon, and nearly made night last forever." He paused. "And I really have been beaten up by bullies. Wouldn't I be stupid not to be afraid?" he finished on a challenging note.

To his surprise Cheerilee smiled approvingly. "Very good point, Willow. We do live in a dangerous world," she said seriously. "And there are places and times when we should be afraid.

Now here's the hard part: how do we tell the difference?"

The class pondered this for a bit. Finally Nyx's hoof went up. "By thinking first," she said.

Cheerilee nodded. "Exactly. There are times when things scare you; when you can't help being scared. But you have to think, first, before you act. If you get scared, and then just do the first thing that pops into your head, you can make terrible mistakes. Use your noodle--" she playfully tapped Willow on top of his head with the tip of her hoof "--and you won't end up in the soup."

"And one of the things that helps you think first when you're afraid, is to know what scares you and why. That's why we're going to have a special writing assignment--" there were groans and laments all around. "Oh come on now, this will be fun. I want each of you to write a scary story;  the scariest story you can think of. It can be as long or as short as you want it... And at the end, I want you to write a paragraph about why it's scary. It's due next Friday, so don't forget.

"Now, on to social studies. We've been going over the different pony tribes. We've covered the Earth ponies, pegasi, unicorns, the flutterponies and the sea ponies, and seeing as it's all the rage at the moment, now seems as good a time as any to move on to thestrals..."

The school day finally ended. Colts and fillies poured out of the schoolhouse, scattering to the four winds. Some off with their friends on after-school misadventures; some galloping straight home. Willow was one of the latter; he was so full of things to tell his mom and dad that he felt like he was bursting at the seams.

After a while he noticed a pair of ponies falling in step alongside him. He looked over; it was Snips and Snails. For a brief moment he felt a surge of panic; They're following me! They're going to get even with me for getting them in trouble! ---but he pushed it down. When you're afraid, think first, he reminded himself. Just like Miss Cheerilee said.  He gave the two an awkward smile. "Um, hello," he said.

They gave him awkward smiles back. "Hi." "Hiya."  

The three of them walked in silence for a moment. "So why are you going this way?" Willow ventured.

"Cause, um, we live in this direction?" Snails said.

"Oh." The awkwardness lingered. "Um, sorry about this morning. Um."

Snips laughed, snorting a bit. "It's okay. Sorry we scared you, too."

Snails chortled. "Yah. That's probably the first time I ever scared anypony."

The three of them laughed a bit, relaxing just slightly. "So... what're you gonna write your story about?" Willow asked.

"I dunno. Not thestrals, though," Snips reassured him. "Or vamponies."

Willow snorted.

Snails stopped, tapping his forehead with a hoof. "Thestrals, thestrals," he muttered to himself.

Snips and Willow stopped. "What's up, buddy?" Snips asked.

"I know I heard that word before," Snails said. "And not in Miss Cheerilee's class... but where?" He stuck his tongue out and rapped himself on the head. "Come on, come on-- oh yeah! Huh huh. Comic books!"

"Comic books?" Snips said, confused. Then his face lit up. "Oh yeah..."

"BatStallion!" they exclaimed together.

"BatStallion?" Willow said, arcing an eyebrow in puzzlement.

"Yeah," Snails said, nodding his head till it bobbled.

"Yeah, BatStallion," Snips said. He dropped to his rump and began digging around in his saddlebag. He pulled out a slightly dogeared comic book. It had a bat-winged pony on the front, with a cape and cowl and dressed all in form-fitting black. "He's the coolest superhero ever! And he's a thestral, just like you!"

Willow pulled a face. "BatStallion? Really? Bleh. He's not a real superhero..."

Snips look offended. "Whaddayou talking about? He fights crime and stuff!"

"Yeah, but he hasn't got any super powers! All he does is run around jumping out of shadows going 'Booga booga, I'm a thestral!' " That last bit sort of rankled Willow a bit.

"But he's got all these super cool fighting skills, and cool gadgets, and that cool chariot--"

"So his super power is a big bank account," Willow scoffed. "He's not a bit as good as SuperSteed..."

"But SuperSteed is an Alicorn," Snips complained. "An alicorn stallion from a distant star who doesn't just have alicorn powers, but super alicorn powers. What fun is a hero who's so powerful nopony can beat him?"

"I like Spider Mane," Snails contributed out of the blue.

Snips snickered. "Yeah, that's realistic."

"A unicorn with spider powers?" Willow asked.

"Naw, a nerd who marries a supermodel." Snips rolled his eyes.

A wistful look crossed Snails' face. "Cherry Mane was hot..." his wistful look turned to a scowl. "Stupid Joe Cheese... ruined my favorite comic book."

"They'll fix it someday," Willow reassured him. "Spider Mane is pretty cool, though."

"Oh wow, did you see the latest movie? It was awful..."

And so the three of them ambled home, slowly bonding over the cheap four-color centers of their lives. Willow wasn't sure if it was a friendship yet, but it was shaping up that way. Mistakes were made--- but when you're young, mistakes can be easily forgotten, if you give yourself a chance.

1) After the 'dawws died down.

2) Handstand. But, you know, ponies, so--- front hooves.