//------------------------------//
// Captive 
// Story: The Night's Stars 
// by SC_Orion 
//------------------------------//

Twilight groaned, or at least she tried to. Instead, a barely audible rumble emanated from the back of her throat. Quiet as it was, a part of her was certain that even if she had been in a room designed to pick up and transmit such quiet sounds, nopony would have detected it, but she wasn't conscious of that thought. For a few seconds, she laid there, a sense of numbness and fogginess clouding everything- her entire existence felt in question. Did she exist? Could she feel anything? Could she think?

It took a few seconds for her mind to start working, but even when it did, it was sluggish. The first thing she became aware of was that something was missing. Her body felt off, it was like it didn't exist. It was numb. A few more seconds and her mind awoke enough to process her senses better. She felt cold. Every single part of her felt cold. Her limbs, her head, her body. Her coat, her core. All felt cold, sapped of warmth. But she wasn't shivering.

The ambient temperature felt no different from that of her body. Slowly, she inhaled. The air smelled old and moldy, so very, very different and wrong. She knew the smell of libraries and books by heart, and this was neither of those nor the smell of paper, nor the smell of ink. It just smelled stagnant. It wasn't comforting like the smell of a library, telling her of the countless volumes of tomes and books it held, and whispering the bliss of all of that knowledge and studying she could do, but it was tolerable.

Her body felt sore, and her back felt stiff. After a few seconds, she discerned that the bed beneath her was both colder and harder than she was used to. The texture was not that of fabric, either, but it reminded her of the stone foundation of Canterlot, but rougher. It somehow felt less pristine. There were cracks in the stone, along with both smooth and sharp pebbles underneath her body, pressing up into her coat and poking her skin. She surmised that she wasn't in bed, but laying on a stone floor.

A heavy drowsiness consumed her entire body, and yet, to her confusion, at the same time, an unusual rested feeling emanated from her core. The fogginess slowly drifted away as her conscious mind became more aware. She could make out the sounds of other ponies breathing, mixed in with huffs and some high-pitched, shortlived whining sounds. She tried to place the sounds, but nothing came to mind. It didn't sound like her tower, it didn't sound like the Royal Archives, it didn't sound like Princess Celestia's bedchambers.

A few more moments passed. The sense of drowsiness faded entirely, but she found that it had been replaced by something far more dastardly: laziness. Oh, what a cruel mistress laziness was. Sapping her strength and will to continue, whispering bliss of unneeded rest and sleep, all the while her precious studies called out to her.

She sighed, this time actually making a sound. Slowly, she cracked open her eyes. Everything was dimly lit, and she couldn't make out anything at first. A soft white lighting came into the room from somewhere outside of the room. The lighting cast shadows that seemed to stretch on forever across the floor, then rise up the wall. She could barely make out the edge of the shadow, and from it, she could discern ears and the general shape of somepony's head.

A cursory glance along the rest of the shadow revealed that it was of a pegasus, judging by the way the shadow puffed out slightly from its body below the shoulders. She could also confirm her suspicion: she had been indeed been sleeping on the floor. And it also explained why the floor felt so different from Canterlot. Rather than pristine, whitewashed stone, the stone was dull gray, cracked, and unkempt. There was a general pattern that revealed the floor was constructed of a multitude of smaller stones, rather than one large slab, but she hadn't noticed it while sleeping.

The wall opposite of her came into focus. Like the floor, it was a cold, unforgiving gray stone composed of many smaller blocks. She stared at it, recognition passing her by without a single clue coming to mind. Gently, she pulled her head to her neck and looked towards the source of the shadows.

Five ponies stood near an opening. It took her a few seconds to remember how she recognized the five ponies, but a slight smile crossed her lips, then her eyes jolted open as everything hit in full force. Princess Celestia not showing up, and in her place, Nightmare Moon. The very pony Princess Celestia had told her was just an old pony's tale. Running to the library in fear after Nightmare Moon had singled her out for knowing who she was. Rainbow Dash tackling her to the floor- she scowled at that. The trip through the forest with the five mares she had met yesterday. The Castle of the Two Sisters.

Finding the Elements of Harmony. Nightmare Moon revealing herself. Her friends coming to her rescue, only for Nightmare Moon to take the Elements away and disable all five of them, then turn on her. And what did she do? For her part, all she did was stand there in shock. She didn't try to fight back. She didn't try to run.

Somewhere along the line, she had stopped breathing. Her chest was tight, and every muscle in her body was tensed. So many thoughts ran through her head. It was all just too much. How could she process this?

Nightmare Moon had captured her. The thought slammed into her like a brick wall, deflating her lungs further, and her chest refused to expand to let air back into her lungs. Seconds passed. She trembled in fear. An attempt to access her magic, but it was sealed away by Nightmare Moon.

She wanted to scream. She wanted to break down and cry. She needed to run. She needed to back up into the corner and hide from Nightmare Moon.

While fear assaulted her from every direction, the logical part of her mind still fought tirelessly. She recognized that she was no longer bound by Nightmare's magic. She could move her body. Her legs were all free. Her lungs burned.

Driven on by need, her chest relaxed, then she gasped for air. Spurred on by the oxygen, her muscles relaxed. A wave of darkness washed over her eyes, darkening the entire room. Even the source of light- a small white orb of magic- went dark. Curtains seemed to wave in front of her eyes as the light slowly came back.

She exhaled, then inhaled again. Swallowing, her eyes darted around the room. With the knowledge in mind that Nightmare Moon had captured them, she identified where she was. It was the only possible answer- a dungeon cell somewhere. It wasn't in Canterlot, either. She had seen those cells- from the outside, of course- and these were too poorly maintained to be in Canterlot.

A new sense of dread washed over her. 'I'm... not in Canterlot... where... am I?' she questioned. At the next thought, her mouth went dry, 'I tried to stop Nightmare Moon... s-she... captured Princess Celestia!'

What was going to happen to Princess Celestia? What was going to happen to her? What was going to happen to her friends? The mayor hadn't done anything more than speak up and Nightmare Moon had thrown her into the crowd. Her heart raced as panic once again ceased her. A cold, burning sensation welled up from her chest, expanding outward. Nightmare Moon said she could have killed Rainbow Dash.

'We stood up to her...'

Her lips trembled. 'We're going to die...' whispered in her mind. 'I-I'm going to die... P-Princess Celestia i-isn't going to s-save me...'

But that thought was absurd! It was Princess Celestia! There was no way she would let her down. She had to have hope. If Princess Celestia saw her giving up hope so easily, what would she say? She would be disappointed in her. She couldn't disappoint her mentor.

'She... lied to me...' emotionlessly filled her mind. At that thought, some of her anxiety and hope burnt out like a candle extinguished.

'She... wouldn't do that without a reason, right? She's... She's just protecting me. Yes! She'll... escape and... stop Nightmare Moon and... save me... save us...'

Try as she did to believe it, her gut still twisted at the thought, reminding her of that sense of wrongness permeating yesterday everytime she thought about Nightmare Moon.

And that sense of wrongness? It had been right. Princess Celestia lied to her about Nightmare Moon. Spike was right. There was no possible way Princess Celestia didn't know about Nightmare Moon. They were sisters. Princess Celestia lied to her. Princess Celestia wasn't there to protect her like she had promised, all those years ago.

So many questions raced through her mind at that. Chief among them was 'Spike!?' Looking around in a panicked haste, she searched the cell but found no trace of her baby dragon. The knot in her gut twisted more sharply and her chest tightened again.

"Twilight?" a soft, sweet voice called.

The knot relaxed. She would recognize that voice anywhere. She could hear the reaction from everypony else in the form of hooves scraping against the stone as they turned. Slowly, she looked back to meet them.

"Are you alright?" Fluttershy asked, bending down close to her.

Was she alright? 'No! This can't be happening!' her frazzled mind wanted to shout. Instead, she immediately looked down at the stone floor. "I-I guess," she answered in a subdued tone. After a few more moments, the rest of the mares gathered around her. Hesitantly, she moved a foreleg, and finding it unhurt, she cautiously pushed herself into a sitting position.

And oh, how her back protested that movement. Her muscles were so stiff that she winced in agony. She barely managed to sit up, but she was grateful to be off of the cold stone floor. She swallowed and found her mouth dry. Looking around at the mares surrounding her, she found a mixture of worry, fear, annoyance in Rainbow's case, and concern for her well-being.

There were so many questions she needed answered, but which one to ask first? "How did Fluttershy wake up before me!?" came out without thought. She squinted at the pegasus unsurely.

Fluttershy squeaked and ducked back behind her mane, turning her head away from her. "I-I'm so-sorry, I don't know how. I just..."

Rainbow groaned at that.

"My guess would be because you're still a filly," was Applejack's answer.

Twilight swept her head around to look at her and opened her mouth, a retort already prepared, only to be wasted. Applejack looked at her solemnly. There was no malice, only a sort of remorse. She closed her mouth, although she still felt bitter about that. 'Fluttershy. Woke up before me. I can't believe this.' "What happened?" she asked next.

"Which part?" Rainbow asked sarcastically. "You mean where you just stood there instead of running?"

Twilight winced and looked away from them. "I... couldn't just leave you..." she whispered.

In response, Rainbow earned her a hoof to her chest from Applejack, making her grunt. Immediately, Rainbow glared at her. "What was that for!?" she demanded.

Applejack didn't answer. While Twilight stared at the floor, she could imagine the look Applejack was giving Rainbow Dash. "I'm sorry," Rainbow eventually relented.

At that, Twilight hesitantly lifted her head back up. Briefly looking over everypony else, she found all of them were also free of the bindings Nightmare Moon had secured them in following their lackluster defense. She swallowed and licked her lips. Her mouth was still dry, but it helped her feel better, at least. Peering back behind them, she looked over the entrance to their cell. It was barred, and the metal bars shimmered with blue light. She winced at that, immediately recognizing Nightmare Moon's magic. "Why... aren't we all... chained up?" she hesitantly ventured.

"Nightmare Moon came by a few hours ago," Applejack answered. "Fluttershy wasn't awake then, but Nightmare just kinda stood there-"

"It was really creepy, she just glanced over us and then stared at you," Rainbow offered.

Twilight shifted her weight uncomfortably. Nightmare Moon had yet again singled her out.

Applejack gave Rainbow a flat look, then shook her head. Trying with her was simply impossible. "Anyway, she just kinda looked at you for a while and then I guess she got rid of the... uh... whatever they were."

"Magical bindings. I'm... not sure whether I'm surprised she got rid of those or not, but I am surprised we're not... in chains..." Twilight replied.

"Right..." Applejack drawled unsurely. "Well, after she got rid of those magical bindings, she just left without saying anything."

"That's not very helpful..." Twilight muttered.

"I'm sorry, but there really ain't much more to say than that," Applejack replied.

Twilight nodded slowly, then looked over each of them in turn, scrutinizing them for any injuries. "Are-are you all okay?" she asked.

Several nods and affirmative 'mhms' answered her reply, although not all of them were as energetic as the rest. Fluttershy was scared, and Pinkie didn't seem very happy. For some reason, Twilight found herself not liking Pinkie being sad- it was like it was contagious- despite the fact that her bubbly happiness really was just too much for her.

Rainbow shifted her weight, then looked off to the side at the floor, avoiding her gaze as she rubbed the back of her head with her forehoof. "Hey, uh... I'm sorry for... snapping at you. I uh..." she trailed off, slowly lifting her gaze back to look at Twilight. "Thanks for... not just leaving us." She put her forehoof back on the floor. "Although I still think you probably should have run-" Applejack elbowed her side- "or fought!" she quickly added, looking at Applejack with a defensive look.

Twilight shifted her weight and looked down at the floor. "I... really couldn't..." she whispered.

"What do you mean? Come on, you're the princess's student!" Rainbow retorted.

Twilight winced. "Y-yes, but... I-I don't know... that kind of magic!" she defended. "Princess Celestia never taught me that- and I-I never thought I'd need to know it..." she trailed off, slowly lifting her head to see just how badly the others looked at her.

But to her surprise, rather than casting harsh judgment on her, they all just looked at her with a solemn acceptance. "Otherwise I would have studied it..." she added. She bit her lip. Even if she had known combat magic, there was no way she would be able to do anything against Nightmare Moon. If Princess Celestia couldn't defeat her, what hope did she have? 'The Elements...' whispered in her mind.

She cringed at the memory that accompanied that. Nightmare Moon had acted so fast- she had stolen the Elements right before she could claim them, then did something with them that she couldn't stop. 'And... the Elements are the only way we could stop her...'

And that way? Now Nightmare Moon had it. Safe and secure, hidden somewhere she'd never find. Somewhere they'd never find. If Princess Celestia truly was defeated by Nightmare Moon, and Nightmare Moon had captured and imprisoned her, then there was absolutely nothing any of them, or anypony could do. It was hopeless.

Though she was well-rested, she found herself slouching. Gradually, her head lowered until her muzzle pointed straight down at her forehooves. "I-I'm never go-going to see P-Princess C-Celestia a-again, am I-I?" she whimpered. 'A-and w-we're a-all going to d-die...' she silently added.

A pair of warm hooves slid around her neck, then a warm, soft body pressed against her. "It'll be okay, Twilight," Pinkie spoke softly.

'No, it-it won't!' her mind screamed. She clenched her eyes shut and grit her teeth. Princess Celestia was gone! Nightmare Moon had won.

Another pair of hooves wrapped around her, and one by one, the rest of them joined in. She leaned into their embrace. Hours ago, she never could have imagined being in this situation. She snorted and smiled. It was absolutely absurd! Her, of all ponies, being hugged by five 'friends' of hers. She didn't need friends, she just needed her studies, and Spike, and Princess Celestia.

Or did she need friends? Did she? Did she not? Princess Celestia had told her to meet some ponies. Maybe this was what she actually meant? To make some friends? But if that was the case, why didn't she say so? Because she would scoff at the idea?

Could she really call these ponies she had only known for a few hours her friends? Why would she need friends? She found that she enjoyed the hug, but she couldn't shake a growing numbness emanating out from her core. Accompanied by the numbness, a knot twisted in her gut. 'I-I should have run!' her mind hissed. 'Stupid! Why did I stay there! I could have escaped and... and figured out how to save Princess Celestia and stop Nightmare Moon!'

Why, oh why had she wasted everything on these five mares? She had only known them for a few hours. And she didn't even like any of them! And she had thrown away her only chance of stopping Nightmare Moon and saving Princess Celestia for them.

She wanted to cry.

She did cry, even though her eyes were clenched shut. She inhaled, and her body shook and shuddered. She couldn't stop it.

'Princess Celestia... I-I'm so sorry... I-I failed you...' rang out through her mind. And that was a gutwrenching thought. Her whole body seized up at that. 'I-I failed you...' How could this have happened? How could she have possibly failed her mentor, the very Princess of the Sun?

What was going to happen to her now? But maybe that wasn't important since her failure meant not that she would face punishment at Princess Celestia's decree but at the hooves of Nightmare Moon.

'Spike...' Oh, how she missed her number one assistant. She left him in the library alone, and now, who knew how long had passed? He was probably awake, terrified without her around. And she didn't even say goodbye to him.

The mares surrounding her seemed to sense her growing despair, and rather than push her away as she expected, they held her tighter, holding onto her to provide her with whatever sense of comfort they could. It reminded her of Princess Celestia, in a way, from so long ago, when she was a young filly. Even though it was just a memory, she wanted to blush at it- how she had fallen asleep laying beside the princess so many times, in the middle of her studies, but yet, every time, Princess Celestia wouldn't punish her- she'd just look at her with a kind, thoughtful smile. She was eternally grateful that she grew out of that phase.

Though the memories were embarrassing, she could smile at it, at least until another memory played through her mind. 'But it would be best if you put this silly Nightmare Moon nonsense behind you. You don't need to worry about that, Twilight. It's just an old pony's tale.'

And oh, how that thought hurt her to her core. Written in her mentor's delicate, sweet hornwriting, the lie was told the same way it would have been if she had been praising her accomplishment. She believed Princess Celestia had told her the truth. Maybe a part of her knew she hadn't, after all, she never could shake the feeling that something was wrong.

What was she supposed to feel at that? Princess Celestia, her mentor, the very ruler of Equestria, the Princess of the Sun, had lied to her? It bothered her so much. Had she done it to protect her, as Applejack said? She had to believe that was the case, and if that was the case, maybe she hadn't failed Princess Celestia. Maybe Princess Celestia had underestimated Nightmare Moon? That had to be it!

But she still found herself questioning if that was the case. After all, Princess Celestia had banished Nightmare Moon before using the Elements of Harmony. Why hadn't she used them again? Was she on her way to reclaim them when Nightmare Moon ambushed her? Had she intended to stop her and fail? Was she Princess Celestia's backup plan?

A part of her, most usually associated with considering what Spike told her, was now saying that she was overthinking things. Most of her agreed with that assessment. There was so much she didn't know, so many questions she had that weren't answered. She couldn't lose faith in Princess Celestia.

She just needed to figure out how to escape, find the Elements of Harmony, and use them against Nightmare Moon and then free Princess Celestia!

But another thought occurred to her: 'Six Elements of Harmony... and there's six of us?'

The thought concerned her. Princess Celestia had wielded the Elements of Harmony on her own- although the text was vague, she was relatively certain of this. Had Princess Celestia intended for her to wield all six Elements of Harmony, assuming she intended for her to use them at all? Or had she intended for her and her five friends to wield them?

Doubt gnawed at her mind, but before she could venture any further with her thoughts, the forelegs embracing her loosened their grip on her. Slowly, they broke from the group hug.

"Are you sure you're doing alright, dear?" was Rarity's question.

Hesitantly, Twilight looked up at her. She couldn't meet her gaze. "No..." she answered honestly. Applejack would appreciate that, even if the rest of them didn't.

A heavy silence filled the air after that. Several seconds passed. As the seconds drew on, Twilight nibbled on her lip. None of the mares knew what to say, or maybe they did know what to say, but they didn't want to say it. After all, it wouldn't take a Twilight Sparkle to instantly realize they were in a bad position.

Eventually, Rarity cleared her throat- it almost sounded like she was coughing or gagging, which wouldn't have surprised Twilight, considering the disdain she had shown for dirt. And now she was in a dungeon that was the opposite of clean. "Erm... yes, well... Pardon me for asking, but... does anypony have a plan?"

"What kind of a plan?" was Rainbow's groaned, drawn-out response.

"One that gets us out of here," was Rarity's answer, "and preferably somewhere cleaner," was added under her breath.

Somepony snorted. It sounded like Applejack.

"What!? Do you have a better idea?" Rarity scoffed.

"No offense, Rarity, but we've got bigger problems than to fuss with our manes," Applejack retorted. "As I'm sure you've noticed, we're not exactly in Ponyville anymore. Nightmare Moon captured us. So maybe we should focus on something more important, like bustin' out of here!"

"I already tried," Rainbow huffed. "That door isn't opening! And the stone is stronger than it looks..."

"Maybe... Applejack could try?" Fluttershy suggested. Rainbow turned to look at her. Fluttershy immediate ducked her head back behind her long mane. "N-not that you didn't try... a-and um... n-not that you're not strong or anything, Rainbow. You're the strongest pegasus I know of... B-but Applejack is an earth pony!"

Rainbow tilted her head back and let out a long, pained groan. "Fine. Just get us out of here!" she barked. "I can't fly in here..." she muttered.

"Alright, stand back," Applejack called as she stood up and turned to face the bars.

Twilight stood up, then took a few steps back. While it wasn't much, it felt good to move and stretch her legs. The rest of the mares joined her, while Applejack looked up and down the cell door. After a few seconds, she turned around, pushed herself up onto her forelegs, cocked her hind legs back, then kicked out at the bars.

The bars didn't even rattle as Applejack's legs connected with them, although there was a solid, metallic thud, followed by a pained groan from Applejack as a wince raced across her expression. She seemed to bite her lip in an effort to hold something back, but after a few seconds, her expression relaxed, although a grimace lingered.

"Yeah that's not happening," was her hasty comment.

Rainbow groaned in annoyance, Rarity sighed in displeasure, and Pinkie and Fluttershy didn't audibly react.

Rather than watch Applejack walk to the back of the cell, Twilight lowered her head and looked down at her hooves. She shifted her weight and slumped down. "I doubt Nightmare Moon would make it easy for us to get out of here..." Resignation filled her quiet voice. Once again, she thought back to Princess Celestia and what she would think if she had heard that tone coming from her.

She could even picture the way she would look at her, frowning in disappointment. She wanted to cry again, but she swallowed it back and took a deep breath.

"You're Princess Celestia's student right?" Rainbow asked.

Twilight's eyes darted up to look at her and morphed into a glare. "I'm Princess Celestia's Most Faithful Student," she corrected.

Rainbow squinted at her, slowly turned her head to the left and lifting her head ever so subtly. "Right..." she drawled. A moment passed as her chest inflated, then she exhaled. "Well, can't you do something!? Princess Celestia taught you. Surely you can figure out how to get us out of here?"

Rainbow didn't quite ask in a pleading manner, but it was a hopeful one. She didn't like being trapped down here in the small space, and she had turned to her for help, leadership, and answers. One by one, the rest of the mares looked at Twilight for the same help and leadership.

Although she was sitting down on her haunches, Twilight sat up a little straighter, nibbled on her lip, and glanced at each one of them, back and forth. They wanted her to lead them. And that? Oh, that made her nervous. That made her panic. She wasn't a leader. She was a student for pony's sake! She wasn't even an adult! And the adults were looking to her for leadership!

Undoubtedly, she knew these ponies were crazy! What sane mare would look to a filly to tell them how to escape the clutches of somepony who had just overthrown the princess that moved the sun? No, crazy didn't do it justice. These ponies weren't crazy. They were insane. There really was no other way to put it.

But then again, maybe it wasn't that insane since she was that princess's Most Faithful Student. Surely she had to know what to do in this sort of situation?

A few seconds passed as she thought about it.

Nope. Nothing came to mind. She had nothing. She wasn't a leader. She had never been in a position of leadership unless caring for Spike counted. 'And I probably didn't do a very good job at that...' she thought with a wince. After all, Spike was on his own, and he was a baby. So what if he was a dragon? That was just an unnecessary detail. He was a baby! Left on his own to fend for himself, and she hadn't even told him goodbye.

'Gee, I'm really emotionally stable today... tonight... aren't I?' the more sarcastic part of her noted. At that, she scowled and snorted. This was simply absurd. Yesterday had been so nice, too! The day had been beautiful, and excluding the insanity of the ponies she had to meet, it was almost nice to visit a new town!

Almost. If it hadn't been for the gut-twisting anxiety regarding Nightmare Moon, and the fact that she could have been studying.

'Oh... I'll... never get to study again, will I...?' The thought came softly and emotionlessly. It just sort of clicked for her: She was Nightmare Moon's prisoner. She was probably going to die. And that meant she wouldn't be able to study anymore. And she'd never get to impress Princess Celestia anymore.

The scowl faded. Slowly, she sucked in a deep breath and closed her eyes.

"Uh... Twilight?" Applejack drawled.

She exhaled and opened her eyes. Quickly, she swallowed, then turned to face her. "Yes?"

"Uh... I know you're probably tired of being asked this, but are you doing okay?"

Twilight smiled. No, she beamed brightly at the earth pony. It really was such a silly question to ask. "Of course!" she answered cheerfully. Giggling to herself, she lowered her head. "I mean, it's not like we tried to stop the pony who defeated Princess Celestia, who ruled Equestria on her own for centuries- moving the sun and moon during that entire time- lost, got captured, and then imprisoned by her, right?" she asked. Looking back up at Applejack, she found that the earth pony looked unnerved. "I mean, this is just crazy! Princess Celestia's going to show up any second now..." she trailed off. A few seconds passed in an uneasy silence. "Any second..." she repeated in a hiss.

It wasn't any of the seconds they waited. Twilight sighed, then groaned and let herself fall forward onto the stone floor. It wasn't that pleasant, but she simply didn't have the will to protect herself from that. "No. I'm not okay, Applejack. Why, pray tell, would I be okay?"

"You know she's only been awake for a few minutes and I'm starting to worry about her," Rarity commented thoughtfully.

Twilight's eyes shot over to her and met her with a glare, which went completely ignored, as Rarity was facing Pinkie Pie.

"Right..." Applejack finally replied. "So, uh... do you have any ideas or plans?" she asked.

Twilight blinked, then rolled her head over so she could look at Applejack. Applejack looked back at her, watching her patiently. 'Right. I never actually replied to that, did I?' "No, I don't. My magic is sealed right now, so I can't really do anything. I'm... not particularly physically inclined, like you or... Rainbow Dash," she stated. "All I can really do is magic... although I don't know combat magic."

"You know, for the Princess's Student, I would have thought you'd..." As Twilight- and Applejack- glared at her, Rainbow went silent, then smiled nervously and forced a laugh. "Hehe... sorry."

'That pegasus...' Twilight groaned internally with a shake of her head. But still, did she have the right to think poorly of her? 'Yes, yes I do,' she affirmed. Even if she had risked her life to protect her. She frowned.

Now she just felt bad. Both Rainbow Dash and Applejack had risked their lives to protect her and buy her time. And she really hadn't done anything useful.

In the distance, she heard a click. Her eyes jumped toward the cell door as her body tensed up. Another click, followed by another. Distant, but approaching. The sound of metal boots on stone.

Her gut twisted, and her chest tightened. Step after step, the sound grew in volume as somepony approached. A shiver raced down her spine. There was no doubt in her mind who it was, and it left her feeling panic. Her friends all picked up on the sound too. She wasn't alone in her trembling- Fluttershy joined her in that, and even stood close beside her. She halfway appreciated that since she wasn't alone, but also mostly didn't like it. She hastily pushed herself up into a sitting position, then she stood up.

More steps, each one louder than the last, coming in a methodical, lazy approach of somepony who had obtained victory and wanted to gloat about it.

Twilight's legs trembled. She gulped and stepped back until she felt the cold, rough stone against her haunches. Rarity grimaced and stood up. Applejack stood up and turned around, her expression one of annoyance. Rainbow was the only pony who actually seemed eager to turn around and face Nightmare Moon when she arrived. Rainbow even flared her wings out threateningly.

Suddenly, a thought occurred to her. "Wait... wasn't your wing hurt?"

Rainbow folded her wings, then extended them again before looking back at her. "Uh... yeah? It's okay now, though. I didn't break anything, it just hurt a lot." After that, she turned back around.

More hoofsteps. It seemed that while Rainbow and Applejack tried to put on a brave face, neither of them had completely forgotten about how Nightmare had stopped them with next to no effort, and they took steps back in fear, and so the group stood there together. But they were still defenseless, even if they weren't bound with magic or chains.

Through her fear, Twilight still noticed one thing in particular. Rainbow, Applejack, and Rarity had put themselves between her, along with Fluttershy and Pinkie Pie, and the entrance to the cell. They had placed themselves between her and Nightmare Moon. She smiled at that, even as her lips trembled.

The seconds seemed to draw out as Nightmare approached. While the air was cold, Twilight found spikes of ice seeming to radiate throughout her body. Waves of icy coldness washed over her body, spurred on by her fear. Her breathing became shallow and rigid, as her body refused to inhale any deeper because of the sheer panic gripping her.

And she hated it. The waiting was the worst part. It was unnerving. She knew it would bring Nightmare Moon, but there were still so many other questions the wait caused. At least if Nightmare Moon had been there, she could keep an eye on her, she could brace herself for Nightmare's magic. But she still didn't want to face that nightmare alicorn.

With an elegant, graceful stride, Nightmare's leg appeared in front of the cell door, followed behind by her body. Nightmare had already turned her head to look inside the cell. Her expression was flat, lacking any sign of anger or amusement, but her gaze was still intense. In her eyes, Twilight could see a deadly intellect and a look of curiosity, but both were hidden behind her external appearance.

At first glance, Twilight's body went rigid. Nightmare came to a stop, but that did nothing to stop the power radiating from her form. With a regality fitting Princess Celestia, she turned her body to face the cell. Her eyes wandered over the group for but a few seconds before they fell on Twilight.

And Twilight? She felt Nightmare's gaze land on her. The feeling was unavoidable. Panic spiked through her chest. She was being sized up by a predator, there was simply no other way to explain it. The fear she felt was a primal, instinctive fear. Ponies, long before society had come into being, had been prey, and the instincts caused by being prey had never truly left them. It took all of her willpower not to scream in utter terror as waves of ice washed over her body.

The air was hot compared to how she felt now that Nightmare looked at her.

Their eyes met. If her body had not been rigid before, now she could have been mistaken for a statue. She didn't breathe. She couldn't breathe. Her legs didn't tremble. It was as if her body thought that not moving would save her, or protect her, from Nightmare Moon. The fear she evoked was insurmountable, so much so that there was absolutely no way for her to move. Her body simply refused to respond. Had her life depended on her moving, she would have died before her body responded to her will.

Nightmare's slitted irises bore into her, and Twilight felt like Nightmare knew everything about her, like she knew her better than she knew herself. She had been a fool to think that she could do anything about the alicorn standing before her. While Princess Celestia radiated hope, joy, and warmth, Nightmare's very presence demanded fear and respect.

Nightmare licked her lips, momentarily showing off her sharp teeth and long fangs. Even as Twilight saw them, she was still frozen. She couldn't look away from Nightmare's teal, slitted eyes.

And yet, despite her terrifying visage, Twilight could find a certain beauty present. She was so different from Princess Celestia, but there was an undeniable regality to her. Her form was elegant and graceful, even in the cyan armor that she wore. It was a terrifying beauty. It demanded attention. 'How could ponies just ignore you and the night?' It was unfathomable.

For several seconds, their gaze lingered on each other, unblinkingly. Rainbow, Applejack, and Rarity did their best to draw Nightmare's attention away from Twilight by moving forward, and in Rainbow's case, crouching down to prepare to launch an attack, but it did nothing. Nightmare continued to focus solely on her. Eventually, Twilight felt as if Nightmare's gaze had somehow softened. The icy coldness she felt didn't quite seem as cold before, and her racing heart could almost slow down.

Nightmare's eyes darted away from her and fell onto Rainbow, then Applejack. She looked at them dismissively.

Twilight silently expelled the stale air from her lungs, then inhaled as quietly as she could, fearing Nightmare's focus falling back on her. Her lungs cried out their thanks to her for the fresh supply of oxygen, but once again, a wave of blackness rolled over her vision. As the darkness cleared, curtains seemed to shimmer. When she could see again, Nightmare was looking over her, but the earlier feeling of panic wasn't quite so strong.

Rather than being sized up by a predator, the new gaze directed at her was one of more curiosity, as if it was a scholar examining a new specimen, wishing to unlock and learn its secrets. Her eyes subtly shifted as they rolled over her form, scrutinizing her coat, mane, tail, flank, and every aspect of Twilight's body that she could see. She felt as if Nightmare was judging her, but rather than as an executioner, as somepony trying to decide the best use for something or the best way to go about something. It unnerved her, but not to the extent that she first had. She couldn't quite place the feeling, either.

But given the interest and intellect Nightmare Moon displayed, she felt that maybe, just maybe, she was overreacting. Maybe she wasn't about to die. Maybe her friends wouldn't be killed. Maybe Nightmare Moon wasn't intent on taking over and then destroying Equestria out of revenge.

The logical part of her mind realized that Nightmare Moon destroying Equestria out of a desire for revenge didn't seem to fit what she knew about Nightmare Moon. Unless she had misjudged her. Nightmare Moon wanted ponies to enjoy her night, although that could have changed in a thousand years. In a thousand years, perhaps she had decided that revenge on those ponies who shunned her was a better course of action than bringing eternal night.

She chewed on her lip, despite knowing that those ponies were long gone. It was a shame she didn't just come back and ask nicely.

Nightmare's eyes shot back to meet her gaze as soon as she started chewing on her lip. Once again, she tensed up and froze. For a moment, Nightmare almost looked like she squinted at her as if pondering her reaction. She seemed to have some kind of internal debate, and when it settled, her gaze hardened.

"Twilight Sparkle," Nightmare acknowledged. The words came out sharp and threatening, yet at the same time, she spoke them as if she were testing the waters, feeling out the name to see how it rolled off of her tongue.

It sent a spike of fear through her chest. Had she not already been backed against the wall, she would have stepped back. As it was, her body started to tremble in fear. Nightmare Moon had addressed her. A surge of panic shot through her being and her breathing hastened as her flight or fight responses kicked in. But there really was only one option when faced with Nightmare Moon's presence: Flight.

But there was nowhere for her to run. She couldn't even look away from Nightmare to search for any hiding spots, futile as it would be. She simply evoked too much terror.

And Nightmare considered her reaction. Her fear. Her distress. The panic. Nightmare visibly pondered it. Twilight could see the cold, lethal intellect working inside her mind through her eyes.

Nightmare took a more relaxed posture, although it was still as commanding as before.

"You leave her alone!" Rainbow shouted vigorously, beating her wings and soaring over to the bars. She slammed into them and grabbed them with her forehooves.

Though she couldn't see Rainbow's expression, Twilight was certain she was trying her best to threaten Nightmare with a glare. She knew it wouldn't work. Nightmare's eyes casually rolled down to meet Rainbow's gaze. Nightmare kept her calm, even as Rainbow grunted and tried to get through the bars.

And, of course, Twilight knew Rainbow wouldn't succeed. The only thing she might succeed at was inconveniencing Nightmare Moon. Maybe buying her a few more seconds, but it wasn't worth it for her to throw her life away like that.

Twilight was going to hyperventilate if this kept up. Already, waves of exhaustion pulsed through her body.

Slowly, Nightmare tilted her head to the side. "Stand aside, pegasus," she ordered. Rainbow did not back down. Nightmare glared down at her, snorting, and baring her fangs. It was a reminder that she was the predator, and now? Now Rainbow was her prey.

"You're not going to get Twilight without going through me!" Rainbow retaliated.

Applejack stepped forward. "Or me."

Rarity tossed her mane aside and stepped forward behind Applejack. "While I'd rather not get involved in this I must concur with them. You're not hurting the poor dear without going through us first," she said in a deceptively pleasant voice. "Have at thee!"

Nightmare smiled at that. Slowly, she shook her head and looked up towards the ceiling. A slow, pleasured laugh escaped her lips. The laugh lingered for a few seconds, causing Applejack and Rarity to back up, while Fluttershy and Pinkie Pie stood closer to Twilight. Eventually, Nightmare looked back down at them.

She jerked her head violently, tilting it at an odd angle as she glared at the rebellious mares. "You will stand aside, and Twilight will come with me, or I will kill you," she promised.

The promise horrified Twilight. She wasn't sure how Rainbow, Applejack, and Rarity reacted, but she was sure they didn't like it either. But despite that, they still didn't back down, even as Nightmare straightened herself back up. She wanted to cry even more now. 'T-they're just... throwing th-their lives away for me...' a part of her mind solemnly whispered.

The less socially adept part of her brain countered with, 'Why didn't I just run when I had the chance!?'

And still, another part noted, 'These mares are insane... standing up to Nightmare Moon like that.' Why, oh why did the first five ponies she could come remotely close to calling her friends have to be so idiotic? They were full grown mares, too! Foals were supposed to be the ones making thoughtless decisions, not adults! Was everypony in Ponyville that way? Ponies certainly weren't that ridiculous in Canterlot.

Yet, she felt a certain, undeniable fondness for them.

In her heart, she knew one thing for certain: 'You girls going to be the death of me.'

She clenched her eyes shut and took a deep breath. She had hoped it would calm her nerves, but in truth, it did nothing. She knew what she was going to do, what she had to do, and oh, how that made her stomach churn and her gut twist. She would swear she tasted a metallic feeling in her gut, strange as it was. "S-stop," she croaked.

She could almost hear everypony's attention falling on her, and without opening her eyes, she could feel Nightmare's attention fall on her. A lance of icy coldness exploded in her chest. Trembling, she opened her eyes. Everypony was looking at her, especially Nightmare Moon. "S-stop..." she said again. "I-I'll... c-come... j-just don't hurt them..."

Rainbow landed and turned around to face her, a look of disbelief smeared across her face. "Twilight!" she groaned chastisingly. "You can't' do that! You're Princess Celestia's student!"

Twilight cringed at that. Nightmare Moon already knew, but still, to be called such in front of her? That made her feel like she was in trouble. After all, she was Nightmare Moon's enemy's student.

She hated Rainbow Dash a little more for that.

Rainbow took a few steps towards her. Her look of disbelief faded to one of uncertaintly and doubt. It was pleading. Rainbow was pleading for her not to do this.

It made her feel bad, but there really was no other choice. "I-I have to," Twilight stuttered. "S-she'd just... k-kill you if I don't," somehow came out of her mouth.

"She'll kill you!" was Rainbow's exasperated plea.

Applejack and Rarity took a few steps towards the two of them. Twilight swallowed and lifted her head up a bit more, trying to put on some display of confidence. It was about as effective as using a scroll as a bucket for holding water. Applejack could see right through it, but she already knew that much. In truth, she knew it was more for herself than anything. Trying to trick herself into thinking she had more courage than she actually did.

The trembling of her legs gave it away.

"I-I can't let... th-that happen," she stated. She hoped it sounded brave and convincing, but knew it didn't. She wanted them to at least remember her for trying. Maybe then, someday, Princess Celestia would hear of her attempt at courage. Maybe Princess Celestia would somehow find it in her to forgive her for her failure. Maybe Princess Celestia wouldn't erase her from history or write history in such a way that she was remembered as her greatest failure.

Even though she knew that was silly. Princess Celestia wasn't that kind of pony. That fear still lingered.

She swallowed again, glancing between each of the three mares blocking her path. "P-Princess C-Celestia would... would w-want me to..." she trailed off. Only in hindsight did she think about the fact that she was actively admitting she was Princess Celestia's student in front of Nightmare Moon. Only in hindsight did she consider the name spoken in Nightmare Moon's presence. Her eyes glanced up at Nightmare Moon. Nightmare looked back at her intently. Impatiently. But, she still waited, not immediately smiting her for speaking that name.

Maybe Nightmare Moon actually was reasonable like she thought.

Her gaze darted to each of the mares blocking her path once more. A moment passed, then reluctantly, Applejack stepped aside. Rainbow's head whipped around to look at her. Disbelief. Betrayal. Rarity joined Applejack. For a few seconds, Rainbow looked on the verge of fighting back against this turn of events, but then she faced Twilight, and Twilight looked at her pleadingly.

Rainbow turned her head away from her as she stepped aside. She tried to hide the betrayal she felt, but it was unmistakable. Twilight wasn't sure if the betrayal was her own, Applejack and Rarity's, or if Rainbow felt that she had betrayed her by stepping aside.

Twilight swallowed, then looked back at Nightmare Moon. A few more seconds passed as she tried to collect herself to no avail. Finally, she forced herself to step forward. It was a rigid step, and her leg trembled uncontrollably while it was lifted from the stone floor. Another step, then another. Each one brought her further away from the safety of her friends and closer to the nightmare alicorn. Each step also brought some semblance of an arrogant, pleased smile to Nightmare's lips, but she refrained from showing her teeth.

"The rest of you, stay back against the wall," Nightmare instructed.

Twilight came to an immediate stop at the sound of her voice. Nervously, she looked back and saw that Applejack, Rarity, and Rainbow all did as they were told. They really were just letting her do this. They had tried to stop her, but it really had been her own choice. And she had convinced them to let her do this.

'I'm such an idiot... Princess Celestia's going to banish me for this...'

Internally, she cringed.

Still, her hooves carried her forward, but barely. As she got closer, Nightmare lit her horn. Panic seized Twilight's body at the sight. Immediately, she collapsed to the cold stone floor in fear. Her forelegs clutched her head, covering her eyes as if that would somehow offer anything remotely close to protection, considering that Nightmare Moon defeated Princess Celestia.

Rather than feeling a bolt of magic slamming into her, she heard the sound of metal creaking and groaning as it rubbed together. She cringed at the sound. Reluctantly and fearfully, she lowered her legs and looked up. The cell door was open, and Nightmare Moon was standing there, looking down at her. She looked disappointed.

"Rise," was her command, spoken in a cool tone. It wasn't harsh, nor did it promise retaliation if she did not obey, but there was still a threat behind it.

In her fear, she obeyed, scrambling to her hooves, then standing there rigidly.

Nightmare's gaze left her and looked behind her. "Come with me," she instructed.

Twilight could already tell it was directed at her, rather than the mares Nightmare faced. Trembling, she walked forward until she was out of the cell. Then she came to a stop standing right beside Nightmare Moon.

She had never felt so vulnerable before in her life. This alicorn could have ended her life with but a thought. It wouldn't have taken any effort. How she managed to stop herself from breaking down, screaming, or running, she had no idea- although perhaps fear of what would happen if she did any of that played a role. The sound of metal grinding against metal once more filled the air, then the cell door locked.

She was truly separated from her friends now. She heard Nightmare's armored boots click and scratch against the stone floor, then Nightmare's form strode past her, gracefully blending in with the night. An icy chill flowed in her wake.

"Walk with me," Nightmare growled.

With no room for thinking nor second thoughts, Twilight rigidly walked beside Nightmare Moon. The hallway was lit only by the soft, fading glow of the white orb. As they walked further away from the source, their shadows faded until they merged completely with the surrounding darkness.

It was dark enough that she immediately knew they were underground. Had there been moonlight, she could have navigated better, but as it was with the darkness, she stumbled on debris and rocks which scuffed her hooves, hurting her and nearly tripping her. Afraid of drawing Nightmare's attention or ire, she did her best to keep her pace. Somehow, Nightmare managed to avoid all of the debris. Never once did her hooves strike a rock, nor did she stumble.

Twilight's hoof caught on a rock. Before she could correct herself, she fell forwards. Terror gripped her mind. What if Nightmare Moon thought this was an attempt to escape? What if Nightmare Moon thought she was attacking her? What if, what if?

She cried out in fear, then her jaw hit the cold stone floor. The impact hurt and she whimpered in pain. Nightmare stopped walking. Ice gripped every inch of Twilight's body. "I-I'm sorry!" she screamed out. The sound of her screamed echoed through the stone dungeons as she cried. "I-I tripped! I-I'm sorry!" she sobbed."I-I can't s-see! It-it's t-too dark!"

The glow of Nightmare's magic broke the darkness. Twilight felt her heart race and her stomach drop out from under her. Her gut tensed up in panic. It had been inevitable, she knew, that Nightmare wouldn't believe her. 'I-I n-never s-said goodbye!' whimpered in her mind. All she could do was clench her eyes shut and clutch her head with her forehooves, trying her hardest to block out the sight that would be her doom. Even holding her hooves to her head to cover her eyes as firmly as she did, her body trembled uncontrollably.

But no spell came- neither sound of the spell firing nor feeling the magic collide with her body. Nightmare's magic never struck out at her body to end her life. She still trembled, certain that her senses were wrong, certain they were lying to her, and it just hadn't registered yet. Another moment passed. Oh so reluctantly and fearfully of what she would see, she lowered her trembling forehooves from her eyes. She had expected to see Nightmare standing over her, glaring, wings flared, prepared to end her life. She had expected to see Nightmare inches away from her face, teeth bared.

Nightmare stood beside her, regarding her with a look of 'Disappointment..?'

No, that couldn't be right. She stared at Nightmare Moon, still trembling. Through her blurry, watery vision, she was fairly certain she looked disappointed. Even with more time to piece together her look, she still thought that Nightmare Moon looked disappointed.

She thought she could hear Nightmare Moon sigh, then she turned her head back forward. A pale white orb glowed to life at the tip of her horn, then gracefully levitated forward a few feet, guided by Nightmare Moon's magic. The white orb cast the same white glow that the orb in front of her cell had.

She could see again. Nightmare Moon turned back to face her. For a moment, Nightmare met her gaze and looked at her with disappointment, but almost immediately it faded. Her eyes trailed over her body, taking in her form. For a few seconds, her eyes stared at her cutie mark, then her eyes dropped towards her forehooves and the edges of her body.

A moment later, the glow of Nightmare's magic enveloped the offending piece of rubble. The rock levitated closer to Nightmare, and her gaze scrutinized it for a moment before it disappeared in a sharp crack, accompanied by a burst of light.

She stared at the empty space formerly occupied by the rock. Ultimately, it made her look at Nightmare Moon. The alicorn waited another moment, then her chest inflated. Twilight froze once again.

Nightmare opened her mouth, parting her lips and showing off her sharp teeth and vicious fangs. Once again, Twilight found her eyes tearing up at the sight.

For some reason, Nightmare's eyes came back to meet her eyes, and then Nightmare hesitated. She blinked, then shook her head and looked back ahead. "Get up," she growled.

Before she could even process it, her body had responded to Nightmare's predatory command; she stood rigidly on her four legs, each locked into place, and her head was held as high as she could. She stood there, paralyzed with fear.

Nightmare took a few steps forward, guiding the light forward with her, then she stopped and looked back at her. "Follow."

Twilight swallowed a lump in her throat, then rigidly stepped forward. Despite her best efforts, her legs trembled each time she lifted them up. Her gaze lingered on Nightmare with every step. Only once she stood beside Nightmare did the alicorn look back ahead.

Twilight felt a wave of relief wash over her, and her muscles relaxed, albeit only just.

Satisfied that she was following, Nightmare continued to stride forward. Twilight had to hurry to keep up with her impatient pace, but with the aid of Nightmare's light, she managed to avoid most of the rocks that would have otherwise tripped her up.

Twilight nibbled on her lips. The dungeon seemed to stretch on and on, but she knew it was just her nerves. Ahead, she could see a dim light source coming from a large doorway. As she approached it, she could determine that it was a spiral staircase, one that was wide enough for a couple of ponies to pass at the same time. But it would still force her into a tight space with Nightmare Moon.

Her breathing quickened at that realization, but despite her growing despair, Nightmare continued towards the spiral staircase, leading Twilight right to it. She wanted to stop. She didn't want to ascend those stairs and learn where she was. She didn't want to ascend those stairs and learn what fate awaited her at Nightmare Moon's hooves.

She didn't want to face Nightmare Moon's wraith for not ascending those stairs, either.

In the end, as Nightmare took the far side, she took the inner side and ascended the stairs alongside her. Her desire to live for a little bit longer outweighed her fear of whatever was at the top of the stairs.

In a silence only broken by the metallic click of Nightmare Moon's boots on the stone, they ascended up the spiral, going around it several times. With each pass, the illumination gradually grew brighter, albeit not much. It wasn't daylight. It wasn't sunshine.

It was moonlight.

Eventually, they reached the top of the spiral staircase and entered a long stone hallway. She didn't recognize the individual hallway, but she recognized the stonework- nearly identical, if not identical, to that of the Castle of the Two Sisters. She was in the Everfree Forest still. Knowing where she was helped ease some of her anxiety, but it didn't change the fact that she and her friends, along with her mentor, were Nightmare Moon's prisoners.

Nightmare strode into the hallway without saying anything, and Twilight followed right beside her. Glancing at the walls, she determined that there were no windows, so they had to be in an inner hallway. Looking up, she discovered the source of the moonlight flooding the hallway: large sections of the roof had collapsed, letting in the moon's soft light. She could see stars and the purple night sky overhead, along with the occasional distant dark cloud.

Scanning the hallway again, she noted the general lack of any debris from the holes in the ceiling. Aside from pebbles that seemed to have been swept aside and cracks in the stones, there were no signs of the stones having fallen from the ceiling like she would have expected. It had to have been cleaned up sometime, by something.

Nervously, she looked at Nightmare Moon. The alicorn walked with purpose. It was a powerful stride, one that she didn't want to be in front of, for it promised retribution. She swallowed and hesitantly looked at her folded wing. It was so similar to Princess Celestia's. Just as large and full, although the design was more swept back than extending out. And, of course, the biggest difference was that Princess Celestia's feathers were white, while Nightmare Moon's feathers were black.

She wondered if they felt the same, but didn't dare try to find out.

Her eyes moved to scrutinize Nightmare's cyan armor. While she had seen it before, she hadn't exactly looked at it. She had been terrified at the time. And she was fairly certain she was in shock then, too. But now, while she was still terrified, at least she didn't have to worry about Nightmare capturing her.

The armor seemed to hug her form, perhaps perfectly so- it looked like it was a fit designed solely for her, and she had no doubt in her mind that it had been designed that way. While Princess Celestia and Nightmare Moon were the same sizes, she had no doubt that this armor was Nightmare Moon's and Nightmare Moon's alone. The cyan color stood out so much from the black of her coat. She tried to picture the armor on Princess Celestia, but couldn't. She tried to picture what Nightmare Moon looked like without her armor on, but couldn't.

Interestingly enough, her helmet didn't seem to have a slit in the back of the neck for her ethereal mane to come out of. The more curious and logical part of her mind focused intently on that, wondering what it could mean. How was that even possible that her mane could appear to flow right through the solid metal plate of armor? Could Princess Celestia's mane act the same way?

Darting from the armor protecting the back of her neck, Twilight's eyes focused on Nightmare's ethereal mane. It was such a sharp contrast to Princess Celestia's. While Princess Celestia's flowed in a graceful, riverlike manner, Nightmare Moon's mane seemed to ripple chaotically. Aggressively, even. If Princess Celestia's mane was a stream, then Nightmare Moon's mane was a raging waterfall. Another major difference between the two- and a recurring theme- was the color difference. Princess Celestia's mane was composed of three colors: a soft pink, a soft green, and a soft blue, each in a large band. Nightmare Moon's mane, in contrast, had two primary colors. A lighter violet-lavender blue surrounding the edge, and then a deeper, richer blue composing the bulk of it. Inside of the mass of blue were sparkling specks of white light, shimmering, almost like stars.

Now that she wasn't terrified of being captured, she found herself staring into Nightmare's mane and just watching it sparkle and shift. It was mesmerizing, and, she had to admit, she found it calming. It reminded her of the night sky.

Nonetheless, Nightmare eventually turned a corner, sending Twilight into a sudden panic and making her freeze up. As soon as she realized Nightmare wasn't about to smite her, she felt herself relax, but a wave of cold ice still pulsed through her body.

Nightmare Moon was going to be the death of her, one way or another.

The sudden adrenaline surge and rush of fear made her focus on walking once again, rather than on the nightmare alicorn. As their walk drew on, Twilight found her curiosity growing in equal amounts with her dread. The most pressing question on her mind was also the most fear-invoking. 'Where are we going!?'

But she refrained from shouting that out as her mind wanted. Even Pinkie Pie would realize that was a bad idea.

'Actually, probably not,' she thought flatly.

After another turn, she found herself involuntarily slowing. 'I recognize this hallway...' her mind whispered. Spurred on by the familiarity, everything played out through her mind's eye once again. Arriving with her friends to find the Throne Room, and then what transpired.

She bit her lip as her anxiety edged back. 'I-is she g-going to... e-execute me there!?'

She found her legs slowing down as they drew closer to the door. Nightmare Moon did not slow her stride, and it didn't take long before Twilight was no longer immediately at Nightmare's side.

Nightmare slowed to turn.

Twilight felt a wave of horror wash over her. 'S-she'll see that I'm not there!' her mind screeched out. And what would happen then? Would Nightmare think she was trying to delay? Would Nightmare think she was trying to escape?

Almost in slow motion, Nightmare seemed to turn.

Her gut twisted, and her hooves scraped against the stone floor in a panicked attempt to bolt back to Nightmare's side before she saw her missing.

Nightmare turned perpendicular to her, then her gaze jumped to her. She came to an immediate stop. Nightmare turned her head to face her. She was too late, by a lot.

Nightmare didn't immediately kill her. Nightmare didn't immediately slam her into the wall using magic. Nightmare didn't glare at her threateningly. She waited.

Twilight swallowed, then carefully approached Nightmare, taking calculated steps. She made sure that her approach wasn't too fast to be deemed a threat, but she also made certain she walked fast enough not to invoke Nightmare's wrath. Once she reached Nightmare's side, Nightmare turned her head forward, then proceeded into the Throne Room, once again without speaking.

Twilight hastily followed her inside.

Nightmare paused and surveyed the room, then looked to her left. After a moment, she started across the room.

Twilight made certain to follow beside her, never once falling a step behind. She had already tried her luck twice before. There was no guarantee that the third time wouldn't be her end.

They approached a doorway on the left. While the door had long since rotted, the bits of metal that had held it together lay strewn across the floor. Nightmare ignored them and walked on into the next hallway. Twilight followed.

While the Throne Room had been flooded with light from the moon, the hallway quickly grew dim, lit only by Nightmare's magic and the light she had conjured. The hallway felt cramped, even if there was enough room for perhaps another two ponies to pass, walking alongside them. She still felt her body being too close to Nightmare Moon's, and it sent warning bells ringing all throughout her being. She couldn't help but focus on the sensations coming from her side closest to Nightmare. It felt tingly.

Her stomach churned. Questions plagued her mind. 'Where is she taking me!?' A dozen, progressively worse answers instantly came to mind. Her stomach churned more, twisting in distress at the thoughts that made her face grow cold.

At the end of the hallway, there were two passages that led to the left and right, but directly ahead was a door. The wooden door shimmered faintly from magic, and the iron bandings holding it together showed no signs of rusting, just as the wood looked pristine. Centered on that door, a white, crescent moon, surrounded by an inky black splotch.

As they approached the door, she felt a sinking feeling return. Without coming to a stop, Nightmare opened the door.

Instantly, white lights glowed to life inside the room, bathing it in a light not dissimilar from that of the moon, and Nightmare let her magic go. The light she had carried flickered out of existence, but the soft white glow of the lights illuminating the room continued to give their light.

The room was circular in shape, with a domed ceiling painted like the night sky. Around the edges of the room, she could see bookshelves filled with dull colored books and glass flasks. There were even a few empty jars. A desk sat against the right side opposite of the bookshelves. Laying upon the desk were disarrayed quills, tipped over inkwells, and scrolls. Directly opposite from the door was another spiral staircase that led upwards.

She took all of this in as they walked inside. So taken in with the room was she, that she jumped when the door closed behind her.

Nightmare stopped and looked at her for a moment, then turned away and proceded towards the stairwell. Twilight swallowed and followed.

The next level had a wall separating the stairwell from the inside, and the door was once again shut. The stairwell continued up, and she wondered what else it led to, but Nightmare Moon stopped at the platform and opened the next door.

Like the room below, the ceiling was domed and painted like the night sky, illuminated by the same white orbs. Unlike the ceiling below, the moon dominated the room. But it wasn't accurate. There was no Mare on the Moon. It was so white and unscarred by the dark blotches. It took her a moment before it clicked. 'Nightmare Moon was the Mare on the Moon...'

Unlike the room below, this room had a much smaller bookshelf- more like what somepony would use in a study to house personal work. The desk was smaller and tidied. There were a large chest and a wardrobe beside it. Another door was opposite of the bookshelf, and directly across from the entrance was a fireplace that looked like it hadn't seen use in centuries.

Which, she supposed, was accurate.

A rich, deep blue rug covered the stone floor in front of the fireplace. It looked unimaginably pure and pristine- she wouldn't have been surprised to learn it was of superior quality to any rugs that could be found in modern Equestria. The deep blue rug was entrancing, it reminded her of the night sky, yet seemed so inviting.

Nightmare Moon crossed her vision. She gulped.

"Sit," Nightmare spoke.

Hesitantly, she looked around the room for a place to sit while Nightmare walked to the bookshelf and scanned it. Reluctantly, she stepped into the room. Nightmare closed the door behind her. She watched Nightmare for a few seconds. Either Nightmare was caught up surveying the books, or she really didn't care about Twilight's immediate compliance.

Still, she didn't want to push her luck. Her gaze went back to the rug. It was about the only place to lay that would have been comfortable, but the idea of actually laying there made her scared. For one, she had the sneaking suspicion that this room, this tower, belonged to Nightmare Moon. Secondly, she didn't know if she was welcome to lay on that particular rug. And lastly, letting her guard down by sitting somewhere comfortable was probably exactly what Nightmare Moon wanted.

Nightmare turned back towards her, and, finding her still standing, she glanced at the rug before looking at her again. "The rug is fine," she spoke.

Twilight smiled. And oh, how forced that smile was. She regretted smiling immediately. The smile wasn't fooling anypony. A newborn foal would have seen through it. Even Pinkie Pie would have seen through it. It felt so awkward to her lips.

Nightmare's brow furrowed.

That was all the encouragement she needed to scurry over to the rug, then sit down. In the corner of it, near the fireplace. As far away from Nightmare Moon as was possible.

She watched as Nightmare casually turned to face her, then approached her. Her gait was calm and collected, and then she sat down on the rug opposite of her in another corner. For several seconds, the two of them watched each other. Nightmare's expression seemed to settle on curiosity, rather than bloodlust. She felt Nightmare's eyes crawling over her as the alicorn's eyes glanced over her body yet again.

Eventually, they settled back on her eyes. Their gazes focused on each other. Twilight didn't immediately panic for once. Her gaze wasn't quite as threatening as before. Instead, curiosity and that deadly intellect were the most prominent aspects displayed.

Seconds passed between them in silence. Each one brought more discomfort to Twilight. Nightmare seemed content to wait for something. Twilight didn't dare look away from her gaze. Hesitantly, she swallowed, then licked her dry lips. "W-why did you t-take me h-here," she nervously ventured.

"So you are capable of speaking intellectually. Good," Nightmare stated dismissively. "I wanted to speak with you. After all, you are my dear sister's student."

Twilight shivered at how venomously Nightmare spoke of her sister. She shivered at how Nightmare spoke 'student,' too. She nibbled on her lip.

Did Nightmare want her to reply to that? How was she supposed to reply to that? What could she say, what couldn't she say? How was she supposed to deal with this? Princess Celestia taking an interest in her had been the happiest moment of her life. Nightmare Moon taking an interest in her?

Without a doubt, the most terrifying moment of her life.

"A-about?" Twilight stuttered.

Nightmare chuckled. "You tell me. You're my sister's pet. Prove your worth."

Twilight felt a lump in her throat. 'Nightmare is-is asking me t-to prove my worth!?' her mind screamed in disbelief. 'Oh no. Oh no. Oh, no, no, no,' she thought in a panic. If this was a test like Princess Celestia had given to her, it was doable. But this was Nightmare Moon. Certainly, this had to be a test she was engineered to fail! Nightmare truly was dastardly!

'H-how can I even begin to pr-prove my worth!?' she thought helplessly. 'S-she's just going to k-kill me!' She bit her lip hard for a moment, then exhaled and inhaled. 'O-okay, focus. I-I have to pass this test... F-finding out why she wants m-me to p-prove it c-can wait... U-unless sh-she's not certain an-and is trying to trick me into proving that I'm Princess Celestia's student so that she c-can k-kill me.. Ohhh no....'

Her gut twisted in fear.

"Prove your worth," Nightmare repeated, her voice once again threatening.

It was enough to spur her into action. 'O-okay! T-think. Think. Nightmare Moon wants me to prove my worth... she won't tell me what she wants to talk about; she wants me to solve that. Okay... okay... think...' Several seconds passed. 'The Elements? My friends? My standing up to her? Princess Celestia?'

There were simply too many options to narrow down in her panicked state. Her vision went blurry, and Nightmare Moon's visage became watery and distorted. "I-I don't k-know..." she whimpered. "I-I'm sorry. I-I don't k-know..."

Nightmare frowned, then opened her mouth.

At the slightest movement from Nightmare, she threw herself onto the carpet and gripped her head with her forelegs, covering her eyes to protect them from seeing any more of Nightmare Moon. "P-please don't kill me!" she screamed. "P-please! I-I'm sorry!" she frantically shouted. "I-I don't know!" she wailed.

She heard Nightmare inhale. It was a slow, methodical inhale. A calculated one. "I will not kill you, Twilight Sparkle," Nightmare's voice came out as if speaking those words left a bitter taste in her mouth.

Twilight's heart skipped a beat. Ever so reluctantly, she removed her forelegs from her head and wiped her tears away. She could see Nightmare, and once again, Nightmare looked disappointed. "Y-you're n-not g-going t-to k-kill me?"

"Not yet, at least," was Nightmare's disinterested reply.

Once again, Twilight felt a horrible feeling wash over her. She really was growing tired of it by now. Nightmare was emotionally exhausting to be around.

"I have a proposition for you, Twilight Sparkle," Nightmare stated.

Her ears perked up at that, and her muzzle lifted from the carpet.

"Become my student, Twilight Sparkle," Nightmare shot at her.

Twilight was certain she misheard what Nightmare had said. But even her mind agreed with what she thought she heard, 'Student!?' "W-what?"

Nightmare took a quick breath, one much less calculated, almost spontaneous. "Become my student," she said again. "That is my offer. You were my sister's student, and now I will give you the opportunity to become my student."

Apparently, she had not misheard what Nightmare said. A few thoughts immediately rushed to her head. 'No! I won't betray Princess Celestia like that! Why do you want me to be your student?' She swallowed and tried to find her voice.

Nightmare preempted her, "As you should know, I have not been in Equestria for one thousand years."

'That answers the why?' she wondered. 'Yes... I think so? You... you want... need... help?'

That served to reinforce her first thought. 'I won't betray Princess Celestia like that!'

As if sensing her thoughts, Nightmare frowned again. "Allow me to phrase it another way, Twilight Sparkle. I have not been in Equestria for a thousand years because I was trapped on the moon. I am not as well versed with modern Equestria as you or my sister. Become my student and assist me, or Equestria will suffer. My sister would want you to help me, then, would she not?"

Her voice was venomous. Twilight shrank back from her, but her logic seemed sound. And the fact that it actually made sense only twisted her gut more. It actually made her consider accepting that offer. Princess Celestia would be disappointed if she willingly let Equestria suffer. Would Princess Celestia be okay with this? Princess Celestia wouldn't want Equestria to suffer. Her gut twisted further. 'Princess Celestia would want me to do what I can to make sure Equestria doesn't suffer...'

She could feel her expression falling at that. Oh, that realization left her feeling numb. But, how could she say yes to this? Saying yes to becoming Nightmare Moon's student. Ponies would hate her. Her friends would probably hate her. She might be doing it to protect Equestria, but Equestria wouldn't necessarily know that.

She'd be a traitor.

'When... if... Princess Celestia returns, she can fix this! All of this...' she knew. If Princess Celestia returned, she could explain everything to her, and everything would be okay. Princess Celestia would see that she did it for Equestria, to protect Equestria. Princess Celestia could tell everypony that she wasn't a traitor.

It still twisted her gut.

'What if Princess Celestia doesn't see that I tried to protect Equestria? What if she still thinks I'm a traitor!?'

The thought of Princess Celestia thinking of her as a traitor? That was enough to make her cry, and her vision blurred again. her eyes fell to the now-blurry blue rug.

As much as she was loathed to admit it, she missed her friends. And it reminded her of another thing: her age. 'I-I'm too young f-for this...'

But that did not stop her from being in this position.

What kind of a mentor would Nightmare Moon be? She already knew that Nightmare would not be as forgiving as Celestia. Nightmare Moon would dispose of her the second she was no longer of use.

'Nightmare will just kill me when I'm no longer of use... She'll kill me if I say no...' The voice in her head was deathly silent.

It wasn't supposed to be this way. She was a filly! She wasn't supposed to be dying for Princess Celestia. Princess Celestia was supposed to protect her!

"I will teach you things that my sister didn't, Twilight Sparkle," Nightmare purred.

It was a seductive voice and a seductive offer. Twilight licked her lips. It was knowledge, after all, even if it wasn't coming from Princess Celestia.

"Things that my sister wouldn't teach you..." Nightmare continued.

That didn't help her feel any better. Her chest twisted. There were things that Princess Celestia hadn't taught her for her own safety, after all.

"You can help protect Equestria."

Princess Celestia would want that. If ponies suffered because she said no, then, she knew, Princess Celestia would be upset with her. It really was a lose-lose situation for her.

"I'll... even spare your friends. Offer them positions under my rule..."

Twilight closed her eyes. Warmth ran down her cheeks. A part of her couldn't help but consider the insanity and sheer absurdity of it. Here she was, with a corrupted alicorn trying to convince her, Twilight Sparkle, Princess Celestia's Most Faithful Student, to become her student, by offering to spare her friends.

Never in all of eternity did she think that offer would hold as much sway as it did.

She mentally berated herself for letting it have so much sway on her. Truly, she had been right. Friendship made ponies do stupid, illogical things.

Like, considering becoming the student to the pony who wanted to cause eternal night.

"Eternal night will kill everything!" blurted out before she could stop herself.

She clasped her mouth shut with her forehooves and looked up at Nightmare, expecting to recieve a lethal bolt of magic to her face.

Nightmare looked at her with an amused expression, and her left eyebrow was raised. "Are you truly so naive as to think I want to rule over a dead world?" she asked.

Twilight looked back down at the carpet, a wave of embarrassment washing over her. She could feel her cheeks warming up, and oh, she hated it.

Nightmare chuckled for a few seconds. The way the laughter faded sent shivers down Twilight's spine. "Believe me, Twilight Sparkle," she said emphatically, "I have no desire to rule over a dead world. I had enough of that during my one thousand year banishment," she spat bitterly.

She shivered, but still looked back up at her. "H-how? How will anything survive without the sun!?"

"How? Twilight Sparkle, I am disappointed in you. Between my magic and earth pony magic, Equestria will have no problems," Nightmare answered.

Twilight opened her mouth.

"Really, from what I know, most races shouldn't fare too badly. Plants will be able to survive on my moonlight, even without earth pony magic. Zebra alchemy has certainly advanced in the past thousand years. The Deer's magic shouldn't have any problems at all with this. The Griffons are omnivores, and I'm sure that even if they can't provide enough food for themselves, we can trade with them. Dragons eat gems, and gems won't be affected by this. Really, the species most affected by this would be the Minotaurs, and their industrial capabilities have surely improved in my absence."

Twilight closed her mouth and silently pondered it. It gave her some sense of closure, but there were still so many problems facing her over this decision. And then, of course, there was knowing what Nightmare Moon would do to her if she said no. "What if I refuse?"

'Did... I really just... ask that?' Internally, she felt like everything came to a stop. She cringed at that.

Nightmare regarded her cautiously. "If... you were to refuse my proposition, Twilight Sparkle..." Her voice was calm and controlled, but sharp. "Then, I assure you, I would find some other use for you," she stated matter of factly. "My sister seems quite fond of you. And I'm not terribly fond of her."

Nightmare leaned forward. In an instant, any semblance of security was stripped away from Twilight. Her gaze was unquestionably dominant. No dragon would dare challenge her. It was a gaze that promised death. "Refuse and I will break you in front of her. I will use you to hurt her as much as I can."

The logical part of Twilight's mind barely processed it over the fear Nightmare commanded over her. The logical part of her mind knew that she really had no choice. If she said no, Nightmare would kill her- while hurting Princess Celestia at the same time. She couldn't let that happen. She couldn't let Equestria suffer- that too, would hurt Princess Celestia. And even if she accepted, then it was only a matter of when, rather than if, Nightmare killed her. Nightmare would kill her as soon as she was no longer useful, she had no doubt about it. And even then, Nightmare would use her against Princess Celestia.

It left her gut churning without release. She could just barely breathe, frozen in fear as she was under Nightmare's gaze.

Nightmare methodically pulled her head back from where she had leaned forward, and an amused expression replaced the lethal one.

She could breathe again, though she didn't know how long that would last before Nightmare paralyzed her with fear again. "H-how... w-would y-you t-trust me..?" she ventured in a stutter.

Nightmare smiled. "Very astute question, Twilight Sparkle. Surely, you realize that my proposition for you to become my student is rather odd. After all, your my sister's- my enemy's- student. And I'm offering you the opportunity to become mine. Of course, I can't simply trust you. I will say this only once, Twilight Sparkle. Betray me, and I will kill you," she promised.

Twilight shivered under Nightmare's intent scrutiny.

Nightmare inhaled. "I will keep you on a short leash until you prove your loyalty to me, but even then, we both know I simply cannot trust you. But then, I do hold a great deal of power over you, do I not?" she questioned. "After all, I have the power to make Celestia's life... much, much worse."

She felt her dread return at that. Nightmare was threatening Princess Celestia. Nightmare was giving her absolutely no choice but to accept. And that really wasn't much of a choice.

"And then there's the matter of your friends," Nightmare continued, her lips pulling up into a smirk. "While I do have a proposition in mind for Rainbow Dash, the rest of them are disposable-" a bolt of cold shot through Twilight's body "-and as such, even if you accept and I let them go, I assure you I have no qualms killing them if you don't comply. As it is, given the nature of them and their connection to the Elements of Harmony, I will be keeping an eye on them. However, I'm feeling generous, and as such, my offer stands: Become my student and I'll offer them positions under me. They can even refuse and I'll let them go. But you had better keep them in check."

Twilight looked down at the deep blue rug again. "W-what... what's in it for me?"

Nightmare snorted. "Have you not been listening?" she demanded.

Twilight winced and her ears pinned back. She could hear Nightmare take a deep breath, then exhale more calmly. "I-I'm sorry... I... I just... what... h-how is... t-this going to work? You... making me y-your... student?" she hesitantly looked up at Nightmare.

Nightmare looked at her with a smile. "Is that a yes?"

"You're not giving me much of a choice..." she muttered back.

Nightmare's lips twitched into a frown at that.

"Okay yes!" Twilight squeaked. "Y-yes... I-I'll be your s-student... j-just please... d-don't hurt my friends... O-or me!"

Nightmare's smile returned, then her mane stretched out like a tendril and approached her. She found herself staring at the magic with a mixture of fear and curiosity, but much more fear than curiosity. The mane eventually reached her, then stroked her jaw. She wanted to pull away from it but didn't. It didn't feel like she had expected- cold, harsh, dangerous. It didn't touch her like she had expected, either. It was a mockery of an attempt at comfort, it was a mockery of her, but it was surprisingly gentle.

"Good," was Nightmare's reply.

Twilight was surprised at just how genuine it sounded, but she still didn't- and couldn't, given how much panic Nightmare Moon had caused her since she left the dungeon cell- let her guard down.

Nightmare lit her horn, and there was a brief pop. Twilight felt a surge of warmth over her body, and she felt her magic come back to her in an instant rush. She closed her eyes and shivered in pleasure, a small smile flashing across her lips for a moment.

She felt Nightmare's mane withdrew from her jaw, then opened her eyes. Hesitantly, she channeled her magic into her horn. Her magenta aura glowed to life around her horn, and Nightmare Moon didn't immediately try to kill her.

A moment later, however, Nightmare hummed, and it was enough to make the glow of Twilight's horn wink out. Then, Nightmare's magic coalesced in the air and formed into a silver necklace, from which a silver crescent moon hung. Instantly, another flash came from her horn, and the necklace took a glossy, shimmering appearance- an enchantment. "Bow your head," Nightmare commanded.

Twilight complied, instantly bowing her head and staring down at the rug. A moment later, the necklace was lowered onto her, then came to rest on her neck. The crescent moon rested on her chest. There was a certain coldness emanating from the enchanted silver, and it made her shiver.

Cautiously, she swallowed, then looked up at Nightmare Moon. Nightmare seemed to approve, or at the very least didn't seem intent on smiting her. "W-what is this?" she asked.

"Your leash," Nightmare answered. "Do not take this off," she ordered. "It will tell me where you are at all times, and allow me to hear what is said around you."

Twilight shifted her weight uncomfortably. Nightmare Moon would hear everything she said, along with what anypony said around her. She really was on a leash with this necklace on. Nightmare would always be eavesdropping in her. Her privacy would be an illusion.

"What privileges did my sister give you?" Nightmare asked.

Twilight licked her lips and took a deep breath. "U-um... she... I... had my needs... taken care of," she answered hesitantly.

"I would have expected as much," Nightmare said flatly. "But what I mean is what sort of authority or access did she grant you?"

"I... could access the Royal Archives, and she would give me some books from her personal library, but they were ones she wanted me to read... um... I-I don't know what... authority... I-I know that the guards listened to me if... I needed them to..." she trailed off.

Nightmare nodded, seemingly to herself. Her eyes darted off from Twilight's body and she seemed to ponder something for a few seconds, then she nodded again and looked back down at Twilight. "Then you shall retain these privileges," she stated.

She wasn't sure whether she was surprised or not, but she felt some sense of relief at that for some reason. Nightmare Moon was being reasonable! Sort of.

"I suppose I have demanded a great deal of you, Twilight Sparkle," Nightmare stated. Something in the tone of her voice caught Twilight's interest. "So allow me to make you a set of promises in return. As my student, I will teach you. I expect your loyalty, but in return, you will have my loyalty. Prove yourself, and you will have authority. You will have my ear, with whatever you wish to speak about; but do not mistake that for me wanting to discuss releasing my sister. If I say not to bring up a topic, then I expect you to respect that. If you wish to offer an opinion, or a suggestion, contrary to what I think- if you think it will be better than my own idea- speak it. I will not punish you for trying to help me. If somepony wrongs you, then I will right it. Disobey me, and there will be consequences. Betray me, and I will kill you." Each promise was spoken with power and authority.

Even with the more benevolent promises, there was no way Twilight trusted Nightmare Moon. There was no way she would let her guard down around her. It was Nightmare Moon, after all. And she had outright threatened to kill her and her friends and promised to kill her if she betrayed her.

And even then, Nightmare Moon would still get rid of her if she outlived her usefulness. That was a given.

'I... need to be careful...' She took a deep breath and nodded. "O-of course..." she stammered.

Nightmare Moon smiled at her. "Now... perhaps we should go have a chat with your friends?" she offered.