My Little Pony Friendship is Magic What If?: Volume 3

by SuperPinkBrony12


S5 E15: Scare Master (What If?)

It was a peaceful, moonlit night in Ponyville. The perfect kind of night for the once a year spooky celebration known as "Nightmare Night". But although it didn't look like it, this Nightmare Night was going to quite frightening for a group of seven friends, and not in the way they had intended.

It all began at Fluttershy's cottage, as she made her final preparations for the night with her good friend, Discord. The reformed spirit of chaos and disharmony was surprised at the fact that Fluttershy had called for his services on Nightmare Night, but he was never one to disappoint his best friend.

"Now, Discord, are you absolutely sure you have everything under control?" Fluttershy asked, as she wandered about her cottage.

"Of course, everything has been laid out in accordance with your rules and conditions," Discord replied "I even have the checklist you gave me, right here!" He pulled out a checklist from seemingly nowhere and read it outloud, only to make it vanish when he realized he'd grabbed the wrong one "Or maybe it was here!" he said to himself, as he pulled out another checklist.

Fluttershy couldn't help but chuckle at Discord's antics, they never failed to put a smile on her face. "Well, you know how to reach me if anything goes wrong. I should be back by midnight, if not shortly afterward. I've been looking forward to this night for quite some time."

"Seriously, if I wasn't here to witness it for myself, I would never believe it," Discord exclaimed "You of all ponies, going out on Nightmare Night? You're sure you aren't some sort of advanceded changeling that's found a way to thwart my chaos magic?"

"I can hardly believe it myself," Fluttershy replied seriously "But I've grown a lot since I befriended the girls and since we became friends. I've even overcome my stage fright, more or less. I've come to realize that I can't keep taking baby steps forever, it's time I started taking grown up steps! And if that means going out on Nightmare Night, to prove to everypony that I'm not afraid, that's fine by me!"

"Not that I'm not ungrateful for asking me to look after your cottage, but what about your friend Tree... whatever her name was?" Discord asked "She gets along better with Angel than I do. Besides, I don't really speak bunny."

"I was going to ask Tree Hugger, but something came up at the Equestrian Society for the Preservation of Rare Creatures." Fluttershy told Discord.

"Well, that's a shame." Discord replied kindly. Ever since the "incident" at the Grand Galloping Gala, he'd actually started to grow fond of having Tree Hugger as a friend. She was a bit unusual, but that just made her all the more unique.

Fluttershy nodded "I'll make sure to invite her over for our next Tuesday Tea," she said to Discord, then she turned to leave "I'd better be going now, the girls will be expecting me anytime now." But after taking just a few steps towards her cottage door, Fluttershy stopped right in her tracks. Suddenly, she began to feel a pain in her mouth, as if something was growing inside it.

Discord's mouth dropped open in shock, as he saw Fluttershy begin to wince in pain and put a hoof to her jaw. Wasting no time, he snapped his fingers and made a dentist chair appear. With another snap of his fingers, he doned a dentist outfit while Fluttershy was teleported into the chair. "Alright, Fluttershy, let Doctor Discord take a look at those pearly whites of yours," he said to Fluttershy, his voice muffled behind the mouth mask "Say 'aaah'."

Despite her pain, Fluttershy quickly complied "Aaah." she said, opening her mouth as wide she could.

"Alright, let's take a lookesy," Discord declared, as he carefully shined a light on Fluttershy's mouth and checked her teeth one by one with a mirror. Suddenly, he saw something that made his eyes widen "Oh dear, it's worse than I thought." he remarked.

"What is?" Fluttershy asked.

"See for yourself," Discord told Fluttershy, as he gave her the mirror "But... you may not like what you see."

"Whatever do you..." Fluttershy began, before she gasped. Just off to the left side of her front teeth, was a bat fang and it was growing!

"I know, I know, it looks pretty bad," Discord said glumly, then he frantically pleaded "But please, for the love of Celestia, don't panic!" But it was too late, Fluttershy let out an ear piercing scream that could be heard for miles. "Or go ahead and panic anyway, that's always your answer for everything." Discord muttered under his breath.

It didn't take long for Fluttershy to stop screaming, and once she had done so she reluctantly asked Discord "Is it bad?"

"Bad?! Bad doesn't even begin to describe it!" Discord exclaimed "I'm the spirit of chaos, not a dentist, and even I know ponies shouldn't have fangs growing inside their mouth! And something like this doesn't just happen overnight, how did the fang get there in the first place?!"

Fluttershy gulped "It must've been from when Twilight turned me back to normal after I became a bat pony," she realized "Ever since then, I could feel something was off inside my mouth, but I always ignored it. I thought it was no big deal."

"No big deal?! Fluttershy, do you even hear yourself?!" Discord remarked "Look, I'm still new to this whole friendship thing, but I mean it one hundred percent when I say I'm worried about you! This is a huge problem, you need to get it fixed!"

"Oh, I'm sure it's nothing to worry about," Fluttershy replied "It hasn't bothered me until just now, one more night can't hurt. I promise that first thing tomorrow, I am going to march over to Twilight's castle, and tell her all about the fang."

"Why not do that now?!" Discord exclaimed, literally pulling the hairs out of his head in frustration.

"Because it's only now become a problem, and I don't want the rest of the girls to know about it," Fluttershy told Discord "Who knows, maybe if I just ignore it and pretend it isn't there, it will go away? Besides, Twilight's been organizing this Nightmare Night get together for weeks, I wouldn't want to seem rude by making her cancel it now. I'll be fine, Discord. I promise."

"Fluttershy, your ridiculous pony logic is making my head spin, and that's saying a lot," Discord said, as his head literally spun around "But, if you're really determined to go out and enjoy Nightmare Night anyway, I suppose there's little I can do to stop it. And if I tried to tell Twilight or anypony else, they'd think it was one of my pranks."

"I appreciate your concern, Discord," Fluttershy said kindly "But Nightmare Night only comes once a year, this is my chance to prove to myself and to everypony, that I'm NOT afraid! If I can stand up to the likes of you, and rat out Starlight Glimmer for being a liar, Nightmare Night shouldn't be able to frighten me. Now, it's getting quite late. I don't want to keep Twilight and the girls waiting any longer. See you in a few hours, Discord." And before Discord could said anything in protest, Fluttershy trotted out the front door of her cottage, and headed for Twilight's castle.

Discord tried his best to put on a brave face for Fluttershy, but as soon as she was out of sight he turned to Angel Bunny and said with a sigh "Well, this is certainly going to be a Nightmare Night to remember. I just hope that fang isn't a sign of worse things to come." Unfortunately for Discord, such would turn out to be the case.


Fluttershy wasted no time in making her way to Twilight's castle. Already, she was feeling quite pleased with herself. "Until just a few months ago, this would be the part where I turn around and run back home to hide under my bed," Fluttershy thought to herself "But that's what the old Fluttershy wold do, the new Fluttershy doesn't scare so easily. In fact, the new Fluttershy doesn't get scared at all, I think."

Making her past the crowd of colts and fillies that were rushing to and fro shouting "Nightmare Night, what a fright! Give me something sweet to bite!", Fluttershy soon found herself approaching the familiar crystal structure of Twilight's castle, all decked out in Nightmare Night decor. Paper bats and pumpkins hung from tree branches, eerie red lights dangled from the balcony, and a fake wooden sign read "WARNING: Enter at your own risk!" in blood red letters.

Walking her way into the castle, Fluttershy could soon hear the distant of screaming and laughing coming from the library. As she crept closer, she could hear Pinkie Pie, as she finished telling a rather spooky story. "And then it got very, very quiet. Almost like the grave," Pinkie Pie narrated in a creepy tone of voice "And all of a sudden, they realized that the balloons had never been inflated! So then, what had made that popping sound? They never found out!"

Twilight, Rainbow Dash, Applejack, Spike, and Rarity all screamed. Then they laughed. "That's certainly quite the story, Pinkie Pie," Rarity spoke up, holding a lattern with her magic. "But did I ever tell you about the night that the ponyquin in my boutique came to life and haunted all the costumes?"

"So what happened?" Rainbow Dash asked.

"I just told you, darling. A ponyquin came to life and haunted all the costumes." Rarity replied flatly.

Rainbow Dash face hoofed "I know, but what happened after that? And for the record, how did the ponyquin come to life in the first place?"

"Oh, you do not want to know," Rarity said ominously "It's certainly not a story for the faint of heart."

"What's the big deal? It's just a made up story, right?" Rainbow Dash asked.

"Maybe it is, or maybe it actually did happen." Rarity said in a fake ghostly voice.

"Was that supposed to scare me? Because it didn't work." Rainbow Dash replied in an unamused tone of voice.

It was at this moment that Fluttershy decided to make herself known. "Hi, everypony." she greeted cheerfully.

"Ah, there you are, Fluttershy," Twilight replied with a smile "Glad you could make it. Rainbow Dash was starting to think you wouldn't show up."

"I'm still having a hard time believing that you'd want to be out on a night like tonight," Rainbow Dash spoke up "Seriously, who are you, and what you have done with the real Fluttershy?"

"Nothing, I'm the same Fluttershy you all know and love," Fluttershy replied "I just decided that I'm sick of spending every Nightmare Night shut up in my cottage, while you girls go out and have fun. I had so much fun with the last Nightmare Night, but that wasn't a proper one. I want to experience Nightmare Night in all its glory. After all, it's just like when I was afraid to sing in public. If I hadn't given singing in front of everypony a try, I would've never found out how much I liked it."

"And we'd have missed out on how great you sound." Applejack said happily.

"Fluttershy with us on Nightmare Night? Why, that's positively the most wonderful news I've heard in ages!" Rarity exclaimed happily.

"You can get dressed up in a costume with us, and play Nightmare Night games with us, and eat candy apples with us!" Pinkie Pie added.

At the mentioning of candy apples, Flutershy felt the pain in her mouth from earlier return. To avoid suspicion, she quickly turned away and said to her friends "I'm not much of a candy apple pony." The pain subsided a moment later.

"Don't forget the best part. Goin' through my family's corn maze!" Applejack boasted "Not that I mean to brag, but Granny Smith's gone above and beyond this year!" Pinkie Pie squeed happily at Applejack's statement.

"Oh, right. The maze." Fluttershy replied, she had forgotten all about it.

"Uh, only if you're up for it that is," Applejack said nervously "No reason to be hasty, the maze isn't for everypony."

"Oh, I'm ready alright!" Fluttershy said proudly "I am ready to take on Nightmare Night!"

"Well, that's great!" Spike exclaimed, as he strode into the room. He was already in his costume, which was basically just himself with an extra head and a joined body "I've already got my costume picked out, Nightmare Night's always more fun with a buddy."

"Speaking of costumes, I'd say it's time we headed over to Carousel Boutique and got dressed up for the night," Rarity suggested "You'll see, Fluttershy. The beauty of Nightmare Night is that you don't have to dress up as something scary to have fun. Sweetie Belle's actually dressed up in a period costume, they're all the rage this year."

"Where is Sweetie Belle anyway?" Fluttershy asked.

"She's out with her fellow Cutie Mark Crusaders," Rarity replied "They said they were going to toilet paper a few trees while they were out getting candy. I just hope they keep their word and don't try anything else."


Upon arriving at Carousel Boutique, Rarity took the time to set out some costume choices for Fluttershy. Rarity herself was already dressed up as a mermaid, complete with a sky blue fish tail. "Since this is your first proper Nightmare Night out and about, I'd thought it best if I took the liberty of making a few different costumes for you," she told Fluttershy "I've got all kinds of choices, from scary, to silly, to drop dead gorgeous."

"Gosh, you've really thought of everything, Rarity," Fluttershy said, as she skimmed back and forth among the dresses. One of them, however, brought back painful memories from a night Fluttershy would rather forget. The night she turned into a bat pony at Sweet Apple Acres. "A vampire fruit bat?" she asked Rarity nervously, while trying not to pay attention to the growing pain of her fang.

"How ever did that manage to sneak in amongst the rest?" Rarity pondered, as she tossed the costume aside "Never fear! I have just the thing for you. Do you remember when you dressed up as Admiral Fairyflight?"

Fluttershy nodded "You still have that old costume laying around? I thought for sure you would donate it and the rest of the collection to a museum."

"I couldn't find any takers, it seems practically no one is interested in the uniforms of the past Wonderbolt generals," Rarity explained, as she pulled out the one that had belonged to Admiral Fairyflight and put it on Fluttershy "It's so extraordinary, it's frightening. And look, it still fits you perfectly!"

"It certainly is a nice costume." Fluttershy agreed.

Rarity smiled, then her eyes lit up as the rest of her friends came trotting out in their own Nightmare Night costumes.

Twilight was dressed up like one of the royal guards from Canterlot, complete with the suit of armor.

Pinkie Pie had blue eye shadow that perfectly complimented her white shirt and blue roller skates, her mane had been restyled to look more like that of a circus clown's wig.

Rainbow Dash had a big clear plastic bowl on her forehead and most of her body was covered with a white suit, with the exception of her neck, hooves, and chest which were colored green. She also had on a pair of boots with silver circles.

And Applejack was dressed up like a lion, with whiskers and a massive brown mane that covered her entire face. "Hoo-wwe, we're gonna have the best time! I can tell!" Applejack said proudly.

"We certainly are!" Fluttershy agreed. But deep down, she was not so sure. "I thought if I just pretended it didn't exist, the pain would go away. But it's getting worse," she thought to herself "What am I going to do if I transform in front of my friends?!" she shook her head, as she followed them to Sugarcube Corner "No, I can't think like that! I'm not going to chicken out of Nightmare Night now! I've come too far!"


"I didn't get a chance to throw a really fun Nightmare Night party last time, because I was so busy supervising the kids," Pinkie Pie said eagerly "I had a lot of fun, but this year I've finally got the opportunity to throw my very own Nightmare Night party just for the seven of us!"

"Wow, Pinkie, you really outdid yourself on the decorating," Twilight commented, as she obeserved Pinkie Pie's decorations "I especially love the design of your bats."

Upon hearing the word "bats", Fluttershy became reminded of the fang in her mouth. "I'll be fine as long as I don't think about it too much." she thought to herself.

"So, what's up first?" Rainbow Dash asked Pinkie Pie.

"It's not a party without party games!" Pinkie Pie cheered "I figured I'd save the really scary games for next year when Fluttershy's more used to it. So let's start off with a Nightmare Night themed version of pin the tail on the pony! You're up first, Rainbow Dash!"

"Heh, I never lose at this!" Rainbow Dash boasted, as she grabbed the tail just before she was blindfolded and spun around.

"Round and round and round you go, where you stop nopony knows!" Rainbow Dash's friends shouted, as the pegasus spun faster and faster.

At last, Pinkie Pie allowed Rainbow Dash to stop spinning and told her "Okay... give it your best shot!"

"I'll do more than that!" Rainbow Dash proclaimed, even though she secretly wasn't completely sure of herself. Despite how dizzy she felt, Rainbow Dash felt around, and planted the tail in the spot that felt right. Then, she lifted up her blindfold.

"Wow! Almost right on the bullseye!" Rarity exclaimed "I never have that kind of luck."

"Luck doesn't have much to do with it," Rainbow Dash insisted "It's just a matter of cordonation. Pegasi like me have a natural sense of direction, it helps with flying," then she turned to Fluttershy "Good luck trying to beat that! Just make sure you don't pin the tail on me this time!"

Fluttershy blushed, as she grabbed the tail and was blindfolded. Somehow, despite being spun around to the point where she felt she would fall over (and she very nearly did) Fluttershy managed to pin the tail directly on the pony.

Everypony was amazed, even Rainbow Dash! "That's the most unbelieveable case of beginner's luck I've ever seen!" she said, as her mouth dropped open in shock.

After everyone else had taken their turn at the game (including Pinkie Pie, who managed to get third place), Pinkie Pie asked "Who's up for a good old fashioned game of bobbing for apples?!" before she pushed a huge tub filled with apples into the room.

When the scent of apples reached Fluttershy's nose, she suddenly found herself feeling incredibly tempted to lick her lips, as if she had a huge craving for apples! In fact, part of her wanted to let out a hiss, and knock everypony out of the way so that she could have all the apples to herself. But Fluttershy shook her head to get rid of such a thought. "I should've known apples would set off my inner bat," she thought to herself "I've got to keep it under control before I bite something, or someone."


Fluttershy gulped, as suddenly a picture formed in her head of her turning back into a bat pony, and biting Applejack's flank.

"What the hay has gotten into you, Fluttershy?! And why did you just bite me on the butt?!" Applejack demanded, only for Fluttershy to hiss angrily.

"She's become a bat pony again!" Spike exclaimed "Quick, tie her up before she escapes!"

"Fluttershy?" a voice suddenly called out, snapping Fluttershy out of her fantasy. The voice turned out to be from Rarity, who asked "Is everything alright, darling?"

"Huh? Oh... y-yes, of course," Fluttershy quickly stuttered in response "Is it my turn yet?"

"It certainly is," Twilight encouraged "Good luck though, Applejack nabbed an apple in just eight seconds!"

"Um, maybe I could just sit this one out?" Fluttershy nervously asked.

"Come on, Fluttershy. What are you scared of, they're just apples! It's not like they're gonna bite ya." Rainbow Dash responded, pushing Fluttershy forward before the animal loving pegasus could say anything in protest.

Reluctantly, after taking a deep breath, Fluttershy stuck her into the tub to search for an apple. She soon found one, but as she moved to grab it, she was horrified when her tongue seemed to develop a mind of its own. It tried to lash out and grab the apple as if the pony it belonged to was actually a bat. To make matters worse, the fang in Fluttershy's mouth had now worked its way back up to the front and could now be seen easily by anyone.

Fluttershy waited without trying to grab the apple, hoping that if she didn't act on her growing bat instincts, they would go away. At first, nothing happened, but eventually the fang began to receed as the apple drifted away. Relieved at having avoided disaster, Fluttershy lifted her head back up. "I never thought bobbing for apples could be so hard," she lied "I had one in my teeth, but then it slipped out."

"That's alright," Twilight said kindly "You can't win them all. We're just glad you're here."

"And now it's time for candy!" Pinkie Pie said, as she pushed away from the tub with her roller skates.

"Oh, it's time that already?" Fluttershy asked.

"Yup. I made candy bags for everyone," Pinkie Pie boasted, as she set the bags down on the counter "Each bag has been made with each of you in mind, and complete with each of your favorite candies!"

"Awesome! Thanks, Pinkie Pie!" Rainbow Dash said eagerly, as she grabbed her bag.

Everyone else did the same (including Pinkie Pie, who had prepared her own bag of candy). But, once Fluttershy reached into her bag to grab a piece of candy, she was shocked and horrified at what greeted her. Apparently, Pinkie Pie had put a candy apple in the bag, on top of the massive pile of candy. It was now that Fluttershy could remember having developed a craving for the tasty treat ever since that faithful night at Sweet Apple Acres. "I should've known something was wrong, before that night I couldn't stand those things!" she thought to herself. And then, to make matters worse, her fang began to work its way back to the front! Fluttershy quickly shut her bag, and made for the exit!

"Are you okay, Fluttershy?" Spike asked anxiously "You're not looking so good."

"It must've been something I ate," Fluttershy nervously lied to Spike "I... think I'll just go home and rest. I'm sorry, everypony." And she bolted out the door before anyone could stop her.

"Just what was that all about?" Rainbow Dash wondered "If Fluttershy was really too afraid to be out and about tonight, she could've just said so. She didn't have to lie to us."

"I don't think she was lyin'," Applejack obeserved "Seems to like me there was somethin' else botherin' her."

"Like what?" Rainbow Dash asked.

Applejack shook her head "I don't know the answer to that, I'm afraid. But whatever it is, it's somethin' she doesn't want us to find out about."

"So, what can we do? If there's something wrong with her, we need to act!" Rainbow Dash demanded.

"If she doesn't want our help, there's nothin' we can do for her," Applejack said glumly "The fact that she was tryin' to keep this hidden all this time is proof that she didn't want any of us to find out."

"But we did, and I'll be darned if I just stand here and do nothing while the mare I've known since childhood is in trouble!" Rainbow Dash said seriously "I'm chasing after her, whether she wants me to or not! If any of you want to try and stop me, be my guest!"

Much to Rainbow Dash's surprise, however, no one did. In fact, they all agreed that something needed to be done. "Fluttershy's always been there for us when we need her most," Twilight spoke up "Now it's our turn to do the same for her." Without further fanfare, the six friends set off after Fluttershy.


They followed a trail of hoofprints through Ponyville, but were shocked when they discovered the trail abruptly switch direction. At the edge of town, instead of going towards Fluttershy's cottage, the hoofprints led towards Sweet Apple Acres.

"I thought Fluttershy would head back to her cottage," Rarity said nervously "Why would she want to go to Sweet Apple Acres?"

"Maybe she just needed some fresh air, and now that's she feeling better she decided to go to the corn maze?" Spike suggested.

"Or maybe... she's turning back into a bat pony!" Twilight realized.

"What?! But that's impossible!" Rainbow Dash exclaimed "She's supposed to be cured!"

"Somehow, the reverse transformation must've not worked all the way," Twilight concluded "There was always a possibility that I wouldn't be able to completely remove the bat from the bat pony, but the odds of it happening were so low I thought there was no point in bringing it up."

"Oh great, so we're dealing with the return of Flutterbat," Applejack remarked, then she gasped "Granny Smith and Big Macintosh are at Sweet Apple Acres! If Fluttershy's become a bat pony again, there's a good chance they might have seen her!"

"You say that like it's a bad thing." Rainbow Dash commented.

"Because it is," Applejack said, a cold sweat working its way down her spine "Even if they recognize Fluttershy, they're still going to see her as a pest tryin' to suck the juice out of all our apples. They'll stop at nothin' to get rid of her!"

"Then we'd better find her before they do." Pinkie Pie realized.

"There's no time to waste!" Rainbow Dash shouted "Everyone, to Sweet Apple Acres, now!" And the six friends took off as fast as their legs would let them.


Twilight, Spike, Rarity, Pinkie Pie, Applejack, and even Rainbow Dash, were all out of breath by the time they reached Sweet Apple Acres. By this point, the glow of Luna's moon was shining down brightly on the land below.

But the news only went from bad to worse for the six friends, as they discovered that Fluttershy's hoofprints faded away just after reaching Sweet Apple Acres.

"Where do we go now?" Rarity asked.

"The orchard's our best guess!" Applejack suggested "Granny Smith and Big Macintosh are runnin' the corn maze, all the trees in the orchard will be sittin' ducks!"

But just then, Granny Smith approached the group wearing a horse mask. They all screamed in shock. "Ah, come on you whippersnappers, it's me!" Granny Smith said angrily, as she took off the mask.

"Sorry 'bout that, Granny," Applejack apologized "Have you seen Fluttershy by any chance?"

"Can't say I have," Granny Smith replied "Why are you lookin' for her though? I thought she was with you."

Applejack gulped, she hated being put on the spot like this. But if she told the truth, Fluttershy would be in very real danger. Luckly, Spike spoke up for Applejack before the farm pony could say anything "We got seperated on our way over here, we all wanted to do the corn maze together."

"Well, that's a shame. I hope you find her, sorry I can't help but Big Mac ain't exactly the social type." Granny Smith said cheerfully, and trotted back to the corn maze.

"That was close," Applejack said, breathing a much needed sigh of relief "This is really scarin' me now, and not in the good way!"

"I know, I'm really worried about Fluttershy," Rainbow Dash added "We need to find her, now!"


Upon reaching the orchard, the group's worst fears were realized. Perched on a branch, looking directly down at them, was a familiar bat like version of Fluttershy that the six friends knew only too well. With a deep cackle, and a screech, Flutterbat descended on the group.

"HIT THE DECK!" Twilight shouted, and everyone dove for cover. Unfortunately, Spike wasn't quite so lucky. He just barely managed to escap unharmed, as the extra head in his costume was piereced by Flutterbat's sharp fangs and began to deflate.

"How are we going to change her back this time?!" Rainbow Dash wondered "We don't have a giant apple we can scarifice, and I doubt she'll fall for the mirror trick again."

"But there's no way she'll hold still and let us change her back willingly," Twilight said seriously "We've got to come up with a surefire way to keep her distracted just long enough for me to pull off the spell. This time, I should be able to completely remove the influence of the vampire fruit bats."

"I have an idea, but you won't like it," Spike told Twilight "It involves live bait."

"Who's going to be the live bait?" Twilight asked nervously.

"All of us are," Spike explained "Except for you, Twilight. We need you to perform the spell so we can get our friend back."

"And what if Flutterbat gets to us?" Twilight asked Spike "She seems to be a lot more hostile than she was last time, and I think it's got something to do with her struggles earlier, and tonight being Nightmare Night."

"She won't catch me!" Pinkie Pie insisted "I can be the live bait, my roller skates will keep me ahead of Fluttershy."

"And batpony or not, Fluttershy can't fly faster than me at my top speed!" Rainbow Dash added.

"I think I'll be fine, as long as I can keep on the move. I can be a pretty fast runner when I need to be." Applejack insisted.

"As much as I detest the thought of getting all sweaty and tired out, I think I can keep ahead of Fluttershy if I try hard enough," Rarity reluctanty chimed in "And if worse comes to worse, Spike can come with me for protection."

"What do you mean... oh yeah, my fire breath!" Spike realized "That'll definitely scare Fluttershy, but it might scare her into flying out of the orchard."

"Then we'll have to be extra careful, won't we?" Rarity asked Spike.

Twilight sighed "I don't like it, but it seems we don't have a lot of other options at the moment. If you're all sure you can keep ahead of Flutterbat, I suppose I'll have to trust you. Keep her busy long enough for me to charge up the spell, then leave the rest to me!"

"But, how will we know when you're ready?" Applejack asked Twilight "We'll need some sort of signal."

"I'll provide one with my magic, now go!" Twilight insisted "If we don't change her back before sunrise, we'll have to wait until tomorrow night to try again!" And with that, Pinkie Pie, Rainbow Dash, Applejack, Rarity, and Spike all ran off to different parts of the orchard with one goal in mind: Find Flutterbat, and keep her busy so that the apple crop would be protected.


Rarity and Spike were the first ones to encounter their friend turned batpony, and immediately they could see her heading straight for an unprotected apple tree. Reacting quickly, Rarity did something she had never done before, she shot off a beam of magic from her horn. The beam missed Flutterbat by a mile, but it managed to capture her attention.

"Whoa, Rarity! I never knew you could do that!" Spike exclaimed, he was impressed. Just then, Flutterbat came swooping down with an audiable hiss.

Rarity turned to run, only to end up tripping on the tail part of her mermaid costume "Sweetie Belle had a point with the layers on the dress." she muttered to herself, as she wiggled her way out of the tail and left it behind as she took off again.

Flutterbat chased after Rarity and Spike for a little bit, before Rainbow Dash suddenly zipped past her. "Batpony or not, you're still no match for me, Fluttershy!" Rainbow Dash taunted, then she sped away as fast as her wings would let her.

Hissing loudly, Flutterbat chased after Rainbow Dash. Rainbow Dash was surprised at how fast Fluttershy could fly in her batpony state. "I didn't think she'd be this fast." she thought nervously to herself, as Fluttershy began to close in on her.

But just then, Flutterbat felt something hit her on the head with a light thud. When she turned to look, she saw that the culprit was none other than Pinkie Pie, had who tossed a piece of sticky taffy at Fluttershy (fortunately, it was still wrapped). Applejack was standing next to her.

"Nice shootin' there, Pinkie," Applejack praised. "How did you manage to throw that piece of candy with your skates?"

"It just takes the right amount of know how," Pinkie Pie replied, before she heard Flutterbat hiss and swoop down towards her and Applejack "RUN!" she shouted at the top of her lungs, and sped off as fast as her roller skates would let her. Applejack followed as best as she could.

Unfortunately, before long Applejack, Pinkie Pie, Rainbow Dash, Rarity, and Spike all found themselves being chased by Flutterbat at once. Despite their best efforts, they had somehow been outsmarted.

"Twilight, a litte help here please?!" Rainbow Dash pleaded.

"It's almost ready!" Twilight called back "Just a few more seconds!"

"But a few seconds is all it takes to cause trouble! We can't wait!" Rarity shouted, as the hissing from Flutterbat grew louder and louder.

"We'll see how much she feels like going after us after she'd had a taste of my fire breath!" Spike spoke up, throwing himself in front of his friends to protect them, all the while Flutterbat drew closer.

However, just as Flutterbat was about to swoop down and attack her friends, she was stopped by Twilight's magic. Straining heavily, Twilight slowly began to reverse the bat transformation, turning Fluttershy back into a pony.


When she had returned to normal, Fluttershy carefully fluttered down to the ground and with a sad look in her eyes she said to her friends "I'm so, so sorry. Can you ever forgive me?"

"Whatever would we be mad at you for, darling?" Rarity asked kindly "You couldn't help it."

"But, I could've hurt you all," Fluttershy insisted "And all because I didn't tell you about the bat fang in my teeth."

"So I wasn't seeing things during the party!" Spike realized "I thought for sure my mind was playing tricks on me, otherwise I would've said something."

"Why didn't you tell us about this earlier, Fluttershy?" Rainbow Dash asked "Do you have any idea how worried we were when you took off like that?"

Fluttershy hung her head low in shame "I didn't want you all to think I was weak and looking for an excuse to chicken out of Nightmare Night," she replied sadly "I thought that, if I kept it all to myself, I could show how brave I was. But I ended up taking all the fun out of Nightmare Night."

"Nonsense, we still had some fun before this whole bat fiasco," Pinkie Pie said kindly "And you becoming a bat was way more terrifying than the most terrifying thing I could have thought of!"

"It's certainly more frightenin' than anythin' in my family's corn maze." Applejack added.

"But please don't do that again," Rainbow Dash pleaded "I really don't like being chased and worrying that my best friend is going to bite me on the butt."

"I won't, you have my word on that," Fluttershy promised "In fact, I don't know if I'll ever want to celebrate Nightmare Night again. I'll always remember how I became a batpony and nearly caused you all to become hurt, just because I wanted to prove that I was brave."

"Fluttershy, you were brave," Twilight said seriously "It's always a brave thing to tackle your problems alone, but a even braver pony admits when they need help. There's nothing wrong with admitting you have a problem you can't solve on your own, that's what friends are for."

"So I am brave?" Fluttershy realized.

Twilight nodded "You've proven that fact simply by coming out and spending time with us tonight, instead of spending it hiding under your bed. But, you don't have to come and hang out with us every Nightmare Night if you don't want to."

"Yeah, I think at least for the next few Nightmare Nights, I'll just stay home and pass out candy," Fluttershy replied "Nightmare Night isn't my cup of tea, but I can't pretend it doesn't exisit. We do lots of fun things together, but I'm afraid this just isn't gonna be one of them. Actually, I'm not afraid. I'm perfectly fine with it."

"Then we are too." Twilight nodded.

"But that's for next Nightmare Night," Applejack spoke up "For now, let's just enjoy the rest of this Nightmare Night. You have got to try my family's corn maze, I gurantee there won't be any bats."

"That sounds like a good idea," Rarity agreed, then she noticed something "Fluttershy, what happened to your Admiral Fairyflight costume?"

"I think I ripped it apart on my way to Sweet Apple Acres," Fluttershy realized "I can take it home and sew it back together."

"That may be true, but you still won't have a costume for tonight." Rarity protested.

"Actually, I don't need a costume. There is something I can go as." Fluttershy told Rarity.

"And what would that be?" Rarity asked.

"I'm going as the bravest pony I know, and a good friend." Fluttershy explained.

Pinkie Pie cheered "That's the best costume in the history of forever!" And with that, the group of seven friends set off for the corn maze, determined to enjoy the few remaining hours of this fateful Nightmare Night. Just like the previous one, it was a night they wouldn't soon forget.