“We’re almost there!” Pinkie pointed out the window of the train, at the mountainside city just ahead. She had a look of determination on her face.
“What time is it?” Rarity looked out the window at the moon hanging high in the sky, partially hidden behind a cloud. “I feel like the sun should have come up by now… I do hope Celestia is all right.”
“It’s four in the morning,” Fluttershy glanced at the clock on the wall of the train car.
Shining Armor sat in the back, looking out one of the windows. “We should have been more careful,” he said. “Luna sensed something was wrong, and we still let that thing get to her!”
Everypony was silent; the only sound was the chugging of the train and the ticking of the clock.
“…I’m sure Princess Celestia is okay,” Fluttershy said hopefully. “Luna’s with her, right?”
“Yeah! I bet Celestia and Luna have Nightmare locked up in the dungeon already!” Rainbow Dash said, pounding a hoof on the floor. “We can just blast her with the Elements of Harmony and BAM! We save Twilight!”
“Will the Elements even work without Twilight?” Applejack murmured quietly.
“They have too! They must!” Rarity cried.
~~
Nightmare Dusk stood in front of her throne, looking over the crowd of ponies in front of her. “Is everypony here?” she called. Nopony answered, but it didn’t matter to her. The amount of ponies here was sufficient enough.
“Subjects!” she called, “you are all workers here in the castle, are you not? Employees?”
Nopony answered, and she huffed. “Answer the question.” She said firmly, giving a dark glare to all of them. Slowly, most of them nodded.
“Good. We want you to continue your duties here, as our servants. Continue your jobs, do as We say, and you won’t have anything to worry about.”
“…I refuse to work for you!” one of the cooks cried, stepping forward. Several others nodded in agreement but dared not speak.
“Do you have a family, subject?”
He blinked, and then started slowly; “I don’t see-“
“You don’t have to. If you don’t work for us willingly, We will lock away your friends and family. If you disobey further, We will make you our unwilling slave.” She gave a sideways glance to the possessed guards on either side of her as a hint as to what she meant.
He lowered his head and backed away, nopony else in the small crowd argued further.
“Excellent,” she nodded. “now go.”
There was a long silence, before the shocked ponies slowly scattered, back to do what they were hired for.
Nightmare Dusk watched them go, smiling. She backed up, and sat down in her throne. Spike stood by her side, staring at his own feet. He’d been completely quiet through this whole thing.
“Cheer up, Assistant!” she wrapped a lavender wing around him and pulled him close.
“Don’t touch me!” he cried, shoving her away. (Actually it was more like he shoved himself away by trying to shove her massive form away…)
“Don’t be so disrespectful,” she said, regarding him with a small smirk. Spike refused to look at her. She sounded just like Twilight, and that infuriated him. She sounded like her! She felt like her, she looked like her, she even smelled like her.
A guard galloped through the open double-doors. “My Queen,” he said emotionlessly. “The Elements of Harmony have been spotted heading this way. Shall we capture them?”
Nightmare Dusk thought this over for a moment. “No, stay out of their way. Let them come, this should be entertaining.”
“Yes my Queen,” he bowed and backed out. Spike grimaced; even Celestia’s guards weren’t this… lifeless.
“Don’t you dare hurt them!” he told Nightmare, who only chuckled. She stood up, stretching her legs. “Do us a favor, Assistant. Bring us the Elements of Harmony.”
“…What?” he looked at her, confused. “The Elements of Harmony! Are you deaf?” she knocked him hard on the head once.
“Even if I wanted to I couldn’t get them, only Celestia’s magic can open the lock.” Spike declared triumphantly. Nightmare seemed to think this over, and then a sly smile split her face.
“No, not only Celestia, and not just Luna either. But Twilight Sparkle… wait here,” she ordered the baby dragon, and then headed down towards the door.
Spike put his face in his claws. What was she up too now?
~~
“Where is everypony?” Fluttershy asked. They were galloping towards the castle; but Fluttershy couldn’t help but notice how empty the streets were.
“How should I know?” Rainbow Dash cruised by in the air.
“What I’m wondering, is where all the guards are,” Rarity said.
“Good question.” Shining Armor said. “I don’t like this.”
“Goodness!” Rarity gasped, stopping in her tracks. “Look at the castle!”
Everypony stopped and looked up, mouths hanging open. The castle had darkened considerably; and not just the paint. The towers had a more gothic, yet elegant appearance, sharp-pointed spikes sticking up out of the tops. The same could be said for the rest of the castle, although the changes were subtle yet noticeable. The white paint had gone dark, dark purple – the tower-tops now a magenta and midnight-blue, the entire thing was straight out of a nightmare.
“Come on, y’all!” Applejack started forward, “The drawbridge is open! Let’s hurry!”
They galloped past the drawbridge; down the cobblestone pathway and through the open doors into the castle.
“Wait!” Shining Armor stopped, causing the four mares behind him to crash into his backside while Rainbow Dash couldn’t help but laugh at their misfortune.
Shining Armor took a cautious step forward. “This could be a trap.”
Rainbow Dash flew ahead, “I’ll check it out,” She said, and before anypony could argue she dashed down the hallway into the dark.
The group went quiet, waiting for her return. Finally, she reappeared. “It’s all clear up to the throne room – let’s go!”
The ponies started forward, although Shining Armor was still cautious. Finally, the big double-doors to the throne room came into view.
“Alright, are you girls ready?” Shining asked, turning to his companions.
“Um, could we possibly reconsider?” Fluttershy whispered eyes on her hooves. “I don’t… I don’t want to fight Twilight.”
“But this isn’t Twilight!” Pinkie said, “It’s just great big meanie Nightmare Moon using Twilight’s body!”
“Well, yes but… Okay,” Fluttershy sighed.
“Alright, let’s go,” Shining Armor adjusted his helmet.
He reared back, and then galloped forward, throwing the doors open.
“NIGHTMARE MOON!” He shouted, stopping just in front of the steps.
Nightmare stood in front of the throne, looking quite smug. “Actually, We prefer ‘Nightmare Dusk’, now.”
“What have you done with Spike?!” both Rarity and Fluttershy shouted at the same time.
“Oh, he’s right…” Nightmare glanced behind her. “…Oh, he was right here.” She turned back to them. “No matter,” she said simply.
“Wait,” Pinkie said suddenly. “Shouldn’t we have gone to get the elements before coming in here?”
The other mares glanced at each other, and then groaned at their own mindlessness.
“What, these?” Nightmare levitated the chest out from behind her, and held it up so the moon shining in through the massive windows would shine off of it. She then thrust the box to the ground, it tumbled down the steps, knocking open and the five necklaces and tiara scattered onto the floor.
The six just stared down at them in mixed shock and surprise. Then, faster than a bullet Rainbow Dash flew down, scooping them all up, and then she swooped by each girl in a flash of Rainbow, and they all found themselves wearing their respective necklaces.
“And… you get this big crown thingy!!” then she placed the tiara down on Shining Armor’s head. “What?! Hey!”
“Somepony’s gotta use it, and you’re Twilight’s brother!”
“Yeah, I suppose…” Shining Armor muttered his face red as a tomato.
Nightmare Dusk was deeply amused. “Go ahead then, try it.”
“Girls, formation!” Rainbow Dash took the lead, and then quickly added; “And Shining Armor too, hehe…”
Nightmare yawned, covering her mouth with a hoof and idly stretching her wings. “Get on with it!”
“Close your eyes, Shining! Just… feel friendship!” Pinkie nudged Shining’s leg, closing her eyes.
“Uh… okay, that’s all it takes?”
“Shush!”
All five mares, and one stallion closed their eyes. Nothing happened for a short while, but then slowly a slight breeze seemed to make their manes flutter gently around their faces. The five mares slowly started to rise into the air, the air around them starting to glow with magic.
Nightmare Dusk wasn’t afraid. She had nothing to fear. Shining Armor wasn’t even floating with them, Twilight was the only one capable of using the sixth element.
And then just like that, the magical glow disappeared, and the five fell to the floor. Dusk smiled confidently at the despair on their faces. “Well, well, We knew it wouldn’t work.”
“No!” Pinkie jumped to her hooves. “No, this – this isn’t fair!” she pointed an accusing hoof at Nightmare. “You cheated! You – you…” she collapsed onto the floor, burying her face in her hooves.
“We… lost.” Fluttershy said, staring at nothing at all. Rarity put a hoof around the yellow Pegasus, but said nothing, tears in her eyes.
Applejack put her hat over her face, and Shining Armor threw the tiara to the ground and marched right up to the thing that was once Twilight.
“Upset, captain?” She drawled, sweeping a hoof through her ethereal mane.
Shining Armor just glared at her. He started to paw at the ground with a hoof, lowering his head in a charging position.
“You wish to fight us?” Nightmare stepped forward. “This should be entertaining…” She adjusted her helm, and flared her wings.
Shining Armor reared back, “For Celestia, Luna and Twilight!” he charged. Nightmare Dusk didn’t move, to his surprise and he hit her chest with his horn. It hit her chest-piece with a ‘clang,’ and he staggered back. He’d expected her to jump over him or something!
Nightmare Dusk closed her wings, galloped forward and rammed the side of her head against his chest. She did it in an upward motion, and he was knocked back through the air. He tumbled down the steps crashing into Applejack.
“Hey!” she cried, knocked back.
Shining Armor rubbed his aching horn, “Sorry!”
Nightmare leaped up into the air, and landed above him, she raised a hoof and brought it down on his back, pinning him down. His horn glowed, and a circular blast of magic extended out ward, it was enough to cause her to step back and left several small cuts across her body to go with the ones already there.
He rolled onto her belly and jumped to his hooves; he grimaced but quickly twisted his expression into a scowl.
“Headache, captain?” Nightmare said smugly, ignoring the small droplets of blood that decorated her coat. Shining Armor ignored her, and charged again.
Nightmare was amused, couldn’t he do better? She adjusted herself so he’d hit her chest-armor again. He better be careful or he’ll knock his own horn off, she thought to herself. She turned her head, feigning boredom.
He leaped up into the air at the last second, and Nightmare lowered her head. He tried to stop himself before he was gored by her horn, but she turned her neck and instead thrust her head upward into his stomach, knocking him over her back. Killing him wouldn't be any fun. She jumped forward a bit, giving more room to kick her legs in a powerful buck. Shining Armor gasped in pain, curling up on the ground. This wasn’t supposed to happen! He was captain of the royal guard, how could he be losing so quickly?
It was then that a flash of Rainbow swooped down, and crashed into Nightmare Dusk’s side. Dusk was taken by surprise, and struggled to keep from tumbling over.
“How do’ya like them apples?” Rainbow grinned, folding her wings and falling onto Nightmare’s back, and then dug her hooves into Nightmare’s sides.
“Get your filthy hooves off of us!” Nightmare finally regained her footing, and twisted her head attempting to knock Rainbow off.
Pinkie Pie appeared in front of Dusk’s face, “You let Twilight go right now you big Meany-head!”
“I concur,” Rarity appeared out of nowhere and kicked the back of Nightmare’s long hind leg with all her might.
Nightmare buckled, her legs nearly collapsing out from underneath her, but she managed to stay upright. Applejack jumped up with Rainbow Dash, onto her neck. “Yeehaw!”
“Off! Spike, assist us!” she hissed, “Tear them to pieces! We know you’re in here somewhere!”
No reply.
Her wings spread outward quickly, knocking Rainbow off. She lifted into the air, and Rainbow went up with her.
“You want to fight, child?” Nightmare hissed at the rainbow-maned Pegasus. “I will give you a fight you shan’t soon forget!”
“Bring it on, purple snooty!”
“You’ve got a big mouth!”
Rainbow Dash flew in circles around Nightmare with dizzying speed, “Fight or give up!” the Pegasus drawled. Nightmare rose up higher into the air, “We wouldn’t give up. At least try to last long though, We like a challenge.”
“Stop this!”
Both looked down. Cadance had appeared in the doorway, breathing hard. “Stop this right now!”
Ignoring Cadance’s order, Rainbow Dash took advantage of Nightmare’s distracted state and dove into her side, trying to hit her with as much speed as possible.
Nightmare was so surprised she actually did fall, but she caught herself before she hit the ground and made for a less then graceful dive-landing. “Cadenza! You’re just in time to join the fun!” she said this with a slight pain in her voice – it was hard not to be in pain with Equestria’s fastest flyer had dove into your side repeatedly.
Cadance gave the Twilight-thing a glare, before galloping past it and crouched by her husband. “Shining, are you alright?”
“Never better,” he rubbed his head and struggled to his hooves. She lowered her horn and carefully applied her healing magic, easing the headache.
Nightmare carefully applied her own healing magic, knowing full well she needed to be careful. The earlier fights and remodeling of the castle had really worn her out magically, and she didn’t want to waste too much energy.
“All of you!” Cadance said to the Element bearers. “Get out of here!”
They all hesitated, glancing at each other.
“No, we have to fight this… thing!” Rainbow cried.
“No!” Cadance shouted, “Just go! All of you!”
“Wait, what about Spike?” Fluttershy cried. “We can’t leave him here!”
“I’ll find him! Just GO!”
With one final glance, the five of them galloped out of the door.
“Playing hero, Cadance?” Nightmare stepped towards the couple, most of her major injuries sealed.
Cadance swallowed, looking at the nightmare. “Don’t hurt anypony, so help me or I’ll – I’ll…”
“Don’t defy us, and nopony gets hurt.” Nightmare said icily. “Simple as that,”
“…You have to raise the sun. Night cannot last forever!” Cadance stood up, wings flaring.
“The night WILL last forever!”
“It can, but it shouldn’t. Equestria can’t exist without the sun!”
“It exists with the moon and stars!” Nightmare hissed, “Watch your tongue!”
“But without the sun, everypony will freeze! The plants will die, and we’ll starve!”
Nightmare scoffed, “We can make the plants grow with magic! Isn’t that what Earth ponies do?”
Cadance glared at her for the longest time. “How can somepony who took over a mare as brilliant as Twilight be so dense?” she spat, and turned towards her husband. “Come on, Shining Armor. We’re done here.”
“Yes you are,” Nightmare growled before the captain could respond. “And I don’t want to see either of you in Canterlot again; the same goes for the elements of harmony! Guards, escort these traitors out!”
Two guards appeared at the door and obeyed, Shining Armor made a mental note to craft some kind of ‘brain-wash-proof-spell.’
“Wait!” Cadance turned, “Spike!” she shouted. “Come on out, let’s get out of here!”
There was a long silence, before he slowly peeked out from behind the throne. (Nightmare had figured he’d been hiding there,)
“…No.”
“What?” Cadance took a double-take.
“No,” Spike repeated, refusing to make eye-contact.
“But… Spike…”
“I can’t. I just… I just can’t!” he said.
Cadance wanted to say more, but she was interrupted by Nightmare. “Guards, take them out of here!”
The two were shoved towards the door, and reluctantly started walking. Shining Armor shot Nightmare a sour look before they were lead out of the throne room.
When the doors slammed shut, Nightmare took a deep breath. She said nothing, slowly walking towards her throne. Her eyes were closed, her face expressionless.
“…Nightmare?” Spike asked.
“Dense! She called us dense!” the alicorn exploded.