The Pony Guard (Season 4)

by MXCDarkHorse2020


Episode 15: Midnight Sparkle and Nightmare Rarity Part Two

Episode 15:

Midnight Sparkle and Nightmare Rarity

Part Two

Back on Earth, Kyoga and Spike both have just managed to send out urgent messages to any Pride Lander that’s willing to help them out in the battle against Scar and Twilight along with both Princess Cadance and Shining Armor. Knowing them and what’s at stake especially since Twilight’s heavily involved in this upcoming attack, they’ll definitely show up ready to do whatever it takes to stop her from doing something she’ll regret. And with time at the essence, everyone is trying to get everything ready for what’s to come while the main group is all grouping up at the tallest hill on the outskirts of Ponyville.

“I sure hope Rarity is okay!” Fluttershy is the first to express her concerns while sitting on the hilltop alongside Kion and Spike. “I can’t imagine anything scarier than being kidnapped and taken to a nightmare dreamscape by a former friend turned evil and mean as Scar.”

“I know.” Kion acknowledged before placing a paw of assurance on his friend. “And don’t worry, I’m sure Dad and Princess Celestia have a plan.”

Part of said plan involves having Applejack fetch a lasso as requested by the sun monarch herself.

“Y’all know that’s just a regular lasso right? It ain’t nothin’ special.” She spoke not getting of how they plan to get to the moon with this alone.

“And just how are we supposed to get to the moon with only this?” Ono asked not understanding the princess’s approach here.

“Just watch.” Kyoga replied. “For what you are about to see is something that’ll make air travel very easy.”

“This along with Luna’s power over the moon, we will be able to shorten the trip fir all of you.” The white alicorn proceeded to levitate the lasso while placing special golden magic on it.

“Oooh!”

“Poa!”

“We’re jump-roping to the moon?!”

“As of now my mind is officially blown!”

Fluttershy, Beshte, Pinkie, and Bunga all expressed in awe with the latter pair watching with 3-D movie glasses while munching on popcorn while the sun princess works her magic.

Everyone is left in stunned amazement as the lasso grows in length all the way to the moon with it’s golden glow. Once the lasso was fully secured, Luna worked her magic in doing her part in helping ensure that this is all doable.

“Careful…” Luna instructed everyone as they all grab hold of the lasso while Kyoga works her magic to help further secure it in place. “Using my powers to bring the moon closer to the Earth is harder than I imagined!”

“We’re right there with ya, sister!” Rainbow grunted while using all of her muscles in tugging on the rope.

“Twende Kiboko!” Beshte also grunted from the tail end. “This is one strong hold!”

“Everyone concentrate.” Celestia instructed while she and her sister work in bringing the moon and lasso closer and closer to them. Before anyone knew it, the moon was nearly right in front of them just a mile away and it was not an easy exercise.

“I could sure use a few enchanted apple carts during harvest season, whaddya think, Princess Celestia?” Applejack commented while breaking sweat over this difficult task.

“Well, if we don’t move this moon, we’ll have heavier problems than apple carts!” Rainbow remarked pulling alongside the country pony.

“Almost there.” Simba commented while moving to secure the end of the rope along with Beshte to the nearby tree stump.

“Then let’s put our cutie booties into high gear and pull!” Pinkie ordered of everyone while ironically sitting on the true stump and doing nothing but barking.

Fuli gave Pinkie the stink eye since the others are actually doing the work in contrast to her before nudging her off of the stump so she can help both Simba and Beshte fully loop the end of the rope to the tree stump. And with that, their job was complete. They did it. They actually managed to bring the moon right to them.

“Poa!”

“Hevi Kabisa!”

“Holy guacamole!”

“Whoa!”

“Double Whoa!”

“Triple Whoa!”

Beshte, Kion, Ono, Rainbow, Applejack, and Bunga all expressed with what they are all seeing now and what they have just accomplished together.

“If there was a time where I never thought the impossible would be possible is now of all times.” Fuli remarked finding this really hard to believe even when it’s before her very eyes.

“Well you better believe it because the evidence is right in front of you.” Kyoga said to the cheetah just when Princess Celestia smiles at what they have all done together.

“That’s it! Well done, my ponies, Lion Guard, and everyone. I along with Simba and Nala will begin to prepare Ponyville. Good luck!” She stated while placing a hoof on the stump. “For those going , I do have to warn you all that the wingless ponies and those without wings will have to use sure footing to make it up therre…”

Her younger sister flew up right for the flight upwards. “This is your last chance to change your minds. Remember, the dark forces that took Rarity will use all of their power to scare you. They will unravel you with your greatest fears.” She warned everyone. “Hopefully it’s not too late…” She whispered to herself.

With one last look of confidence shared amongst the group of twelve friends, they all returned a look that confirms that they will face those fears and whatever challenges awaits them up there.

“Let’s do this!” Kion stated ready to lead everyone through it. “When we’re together, we can overcome anything, even Scar himself.” She declared while sharing a hoof-fist bump with Applejack.

“As long as we get Rarity and Twilight back, it’ll all turn out just dandy.” Applejack agreed sharing the Lion Guard’s determination in wanting to succeed this time around.

“Let’s do this!” Fuli declared while Pinkie and Bunga each don a pair of shades as they all look on in the moon’s direction where their biggest challenge yet awaits them there.

With everyone that didn’t have wings to fly themselves up there all carefully walking their way up the tight rope climb, they were all on the way in their rescue mission on towards the moon while the alicorn sisters share a heartwarming nuzzle with each other before Princess Luna joins the Lion and Pony Guard at the same time Kion embraces his parents before embarking on this dangerous journey.

“All right everyone…” Kion told everyone. “…it’s just one small step for ponies and Pride Landers, and one giant leap for pony…lion…and other Pride Lander’s kind.”


Both Pinkie and Bunga both casually walk upwards like it’s no big deal while Fuli along with Applejack make careful steps not wanting to lose their balance.

“Just keep your eyes forward, Applejack. Do not think about that gosh-darn-deep-darkness down below.”

“That’s right, don’t look down. Don’t look down.”

The two expressed with full concentration in making this journey up safely to start it off.

Those who can fly specifically Rainbow Dash however…

“Are you kidding? This is awesome!” Rainbow cheered while flying up backwards.

“Said the pony with wings.” Applejack huffed finding it pretty annoying.

“Just keep walking.” Fuli advised while keeping her head forward even ignoring Pinkie and Bunga’s antics upwards.

“Now this is like it, on our way to rescue our friends and defeat some bad guy butt in style!”

“In space, no one can hear you SQUEE!”

Both Fluttershy and Ono, even though they can fly, are both unsettled and finding it uncomfortable due to their trademark nervousness and shying at the face of dangerous things they’ve never done before.

“Really?”

“You’re not helping.”

A remark that Kyoga can even detest to since she is splitting her energy in keeping her balance and levitating Beshte since the lasso can’t support his weight along with Rarity and Twilight’s knight in shining armor appearing right in behind Applejack with medieval gear and weapons.

“Uh, Spike…” Applejack took notice of it. “Are you sure all of that is really necessary?”

“We need to be prepared for anything! This is Rarity’s safety we’re talking about!” He asserted.

“But the weight…” She gestured to the hippo floating beside them. “Are you sure all of that is really necessary?”

“Nonsense!” He dismissed the very thought while bouncing up and down on it to prove his point. “This knot is as solid as…”

His lucked ended up being pushed when the excessive weight due to his jumping up and down caused the rope to break and have everyone attempting to walk on it fall downwards.

“Squee!” Fluttershy let loose in a moment of horrified shock upon seeing everyone plummet towards the ground.

“They were wrong! I totally heard that!” Pinkie loudly exclaimed having heard that from down below.

Luckily for them, Rainbow Dash, Fluttershy, Ono, and Princess Luna were all able to catch everyone before they could fall down to the ground.

Both Pegasus ponies caught Pinkie Pie who Bunga hanging onto her tail with Kyoga hanging onto her leg with Kion, Fuli, and Applejack all hanging onto each other’s legs like a human chain with Princess Luna hoisting up the cow girl’s while doubling down her efforts to keep hold of her magic allowing them to approach the moon.

“Just a little longer, then my magic can guide you down…” Luna told everyone while grunting from the slight strain of keeping everyone from suffering a potential fatal or injury-filled fall.

“Spike, grab onto my hoof, I can’t hold you with my magic!” Kyoga called out to the dragon holding onto her by the tail and losing his grip on one of his special jewels and working her magic and straining from holding Beshte up in the air.

But Spike was not about to let it go and leave it. “But the ruby! It’s for Rarity!“

“Spike! Leave it! Trust me when I tell you it’s for your own good!”

Spike couldn’t hang on anymore as the ruby slipped out of his fingers. “NOOOO!”

Luckily for him, Kyoga worked up an extra burst of magic to grab onto him just before his grip could slip along with his ruby. By then, Luna was able to safely descend everyone down towards the moon with her magic.

“Aw, Kyoga, thanks!”

“Don’t mention it!” She said with a warm smile as they all landed on the moon in the pitch black surrondings.

“Whoa Ho oh! Yeah baby we’re on the moon!” Bunga happily exclaimed upon landing on the ground.

“Oh, sure, here we are, and finding our friend Rarity in the pitch black? No problem at all!” Rainbow sarcastically remarked

“Yeah, we’ll just walk around bump into each other and even accidentally hit each other.” Fuli added in the same sarcastic manner before slapping Bunga upside the head.

“OW!”

“Oops! Sorry! I couldn’t see!”

“Not to worry, we can take care of that!” Kyoga quickly assured everyone as she and Luna worked their magic in having their pink and blue aura’s respectively light up the area around them.

“Now we must hurry, they’ll know we’re here!” Luna cautioned everyone upon looking around at their surrondings.

“And who is “they” exactly?” Kion inquired.

“When the nightmare energy came back to life, it needed a form to take.” Luna explained.

“So dark.”

“I still can’t see.”

Both Pinkie and Bunga remarked while still wearing their sunglasses.

“Then take off the sunglasses, Pinkie! You too Bunga!” Rainbow chided just when Fuli rolls her eyes and removes them with her tail along with dope slapping them on the back of the head to which the brash Pegasus pony snickered at their misfortune along with the cheetah standing next to her.

“Unfortunately, the peaceful inhabitants of the moon became its victims and are now trapped under its spell.” Luna continued to which Fluttershy and Beshte naturally gasped at the very thought.

“No way!”

“How could they do that to sweet little animals?”

“They aren’t sweet anymore…” Luna solemnly shared while the two Pegasus ponies share a look of worry and dread of else Scar and Twilight have in store for her.

“Well…” Bunga gulped and turned to his best friend. “…I hope Twilight isn’t evil enough to the point she is encouraging all of this.”

“I wish I could believe that.” Kion shared feeling uneasy in whatever good’s left in the alicorn’s heart with the endgame she is carrying out here.


Elsewhere…said alicorn is floating over the hostage while undoing the restraints holding her to the throne.

“We’ve made our offer very clear…” One of the Nightmare Forces spoke to her.

“Clear? You know what’s crystal clear? The fact that a new set of drapes would do wonders for this place.” Rarity retorted. “Bad decorating aside, I would never and will never stay here. Ponyville is my home.”

Twilight moved to magically restrain her followers on the moon before moving to speak to her trying to get her to at least understand things from her point of view but not without glaring at them for their approach.

“Anyways…” Twilight said before speaking to her former friend as gentle and sympathetic as possible. “…Rarity, it’s nothing personal, it’s just truthfully I’m really only thinking for the good of every pony. I just think they need a new princess looking after them and who better than the most generous pony to help guide me into leading Equestria for a better future.” Rarity pondered of whether she was being sincere in offering her a share in controlling Equestria with her or just trying to manipulate her for her own benefit. “Think about it, your generosity would save everyone. You’d be a princess, just like me.”

“Listen, Twilight…” Rarity tried to decline as politely as she can. “…while I appreciate the offer, I must firmly put my hoof down and say no! Even if you don’t see it that way, they are all my friends! They need me!”

Twilight shrugged in response. “That’s fair.” She then shows her an image of the Lion and Pony Guard leaving her behind in an open field. “But I think the real question is do they? Or will they reject your gift once somepony new comes along? Somepony with a bit less attitude and more generosity, I might add?”

“But…They wouldn’t forget me, would they…” Rarity insisted otherwise while fearing the alicorn circling around her still determined on getting her on her side.

“Under the right circumstances they might…” She replied while working her magic on her. “…if you stay by my side however, I can assure you that your kindness and generosity will never be taken for granted. You will never be forgotten…”

"Twilight..." Rarity pleaded once more before speaking her heart out in a desperate effort to reach out to her once more.

Crossing the Line

The two traded when the former was being untied allowing her to reach out to the alicorn only for her to push it aside before ensnaring her with her magic and prepared to engulf her in a dark purple and black glow. Before approaching her Twilight sings her heart out on her overall views of the situation before proceeding on with the next part of her plan towards taking over Ponyville.

“I just want to help you…” Rarity spoke in a faint whisper just when dark magic enters her own horn causing her eyes to glow ice cold blue as a result. “I really do...”

“And you will definitely help me very well…more than you could ever dream of doing.” Twilight assured while the very dark magic consumes her into a transformation that she’ll find is fitting for her taste while darkly chuckling while it’s happening before turning towards the direction of the Lion and Pony Guard. “And while you get in form with yourself, I got some guests to greet and entertain, for they are about to once again face their worst nightmare.” She said the last part with her scar emitting black smoke with her eyes glowing a mixture of dark shades of purple and green surrounded by black colored dark magic.


Meanwhile, the others are all looking around for their friend while also on the lookout for both Twilight and Scar since they know that they are all here and why. Even with Luna and Kyoga’s magic, they have so far found nothing but dark shadows and clouds around them to which greatly worried both Fluttershy and Ono.

“Ugh. Creepy.” Ono shuddered while perched on Fluttershy’s shoulder.

“You said it.” Fluttershy agreed.

“Don’t worry, Fluttershy, Ono, we’ll be okay!” Pinkie quickly reassured.

“Hey!” Bunga thought of an idea. “I know what we can do! We’ll play a game!”

Pinkie went first. “I spy, with my little eye, something…black!”

“Really?” Ono asked exasperated. “Too easy and scary! There are lot’s of things that are black here aside from Princess Luna’s crown, necklace, and cutie mark! No offense!” He quickly added apologetically to said princess behind her.

“None taken.” She calmly replied without emotion.

“Fluttershy?” Bunga turned to her expecting a good guess from her taking Ono’s rant as his answer.

“Oh!” Fluttershy was still nervous as she responded. “Is it that thing that looks like a shadow of a shadow?”

“I know! I know!” Spike eagerly raised his claw up wanting to get in on this game. ”How about…”

“Every single that surrounds us?” Rainbow irritably interrupted.

“Hey! Rainbow girl! Let the dragon have a chance to answer!” Bunga chastised the pony just about ready to lose her patience before turning back to Spike. “Sorry, you were saying?”

…that extra dark patch of something right below that grayish blobby thing?” Spike pointed to said forming mist appearing in front of them.

“Ding-ding-ding! You are correct, sir!” Pinkie congratulated much to both Ono and Rainbow Dash’s dismay.

“I was so close.” Fluttershy quietly said to herself while tugging on her long hair curls. While she was looking aside she spotted something on the side of the path which caught her attention to which she strayed away from the others so she can get a better look at it.

Kyoga having spotted her straying away into the pitch black was quick to screech to a halt before turning back while drawing attention from the others. "Fluttershy? What are you doing? We're supposed to be..." She trailed off when she saw what the Pegasus is looking at. "...oh my Faust."

"Sticking together..." Kion finished while wondering what the two are staring at. "...and why are you staring into something you can't see...." His eyes widen when he too sees it.

"...when it's pitch bla.....whoa!" Ono added while finding himself following suit mid-sentence.

"Poa!"

"Whoa! What in tarnation are those things there?"

"Are those lions?" Kion asked while trying to make them out with his night vision.

"I don't know..." Ono replied while trying to get a look at them before feeling his heart jump. "...but they're coming right at US!" He screamed when he managed to make out the two figures charging in their direction. "RUN!"

Seeing that everyone else had no time to mentally move themselves into doing so, Luna quickly worked her magic in forming a protection dome to surround the group while repelling it's attackers away with Ono slamming into it by accident in his frenzied state.

"Ono!" Kion cried upon seeing up get knocked out before leaping up to catch him on his back. "I got you!" Thankfully this only knocked the egret out for a few seconds before moving to open up his eyes. "Are you okay?"

"Hevi Kabisa!" He muttered. "What the hay tried to kill us?"

"It looked like a couple of lions that live here on the moon." His friend answered while gesturing him to remember Cadance's deep breathing exercise to which he proceeded to do for the next minute or two. "But the question is how are here and living on the moon?"

"Good question." Kyoga said for she too had never seen them before while turning to the dark blue alicorn standing behind them. "Would you, Princess?"

"I do." She answered while everyone including Ono is all ears for what she has to say. "They're moon creatures known as Nundu's."

"So those two lions were both a couple?" Bunga inquired.

"Yes."

"Oooh..." Pinkie stated seeing that it makes sense. "That would explain why they were getting...you know..."

"Yes we get the idea, Pinkie..." Fuli interrupted. "...you too Bunga..." She was quick to add so they can stop talking about it. "...and how we already know love at this age, I'll never know."

"Was it because of what happened to you and Kion in the past?" Pinkie recalled.

"Yeah, remember that time..." Bunga started.

"No and neither do you!" Fuli cut him off and glared at him and the pink pony to get them to stop talking about a memory that is meant to remain behind closed doors. They both immediately shut up before they all turn back to the Princess of Night for more about these moon lions. "Anyways..." She motioned her paw towards Luna wishing for her to continue. "...Nundu's if I remember right is what they are called?"

"Yes, dear cheetah." She nodded. "Like the Nightmare Forces they're a creation of past lion's souls with my magic to give them life for thou to breathe on. They may look like lions but they really covered up in small sharp spikes and their manes puff up like those puffer fishes back on Earth each time it roars. Sadly, it was a time when I wasn't in the best state in mind when my dark forsaken powers gave them the fire and darkness to follow me and do my bidding no matter what they have to do to earn my loyalty and respect." She shows them the two lions slowly making their way back towards them. "And because they don't have my sister's light to guide them on the right path they are now insane and feral beasts of nature with the will to kill those who stand in their way. And if they were send they dastardly breath toward us they could kill us right on the spot along with everyone within a nearby village."

"Whoa..."

"No kidding!"

"I know! Who would have thought of that..." Bunga suddenly sees a nearby nest of eggs. "...along with these things here!"

"Bunga!" Luna chastised the honey badger while levitating him away from it while mentally and correcting feeling that the moon is full tonight. "Do not go anywhere near it!"

"Why? They're just eggs!"

No sooner than he said that, the eggs hatched with a slew of cobra-sized snakes emerging from them and leaping towards him with their fangs and razor sharp teeth aimed at the group. Luckily for them Princess Luna was able to easily deflect them away with her magic and knocked them all out.

"Never mind! I take that back!"

"Oh my!" Fluttershy gasped. "Were those moon snakes?"

"Close. They're Basilisks! The most dangerous and feared snakes filled with venom more deadly that the scariest scorpion to ever set foot in the Pride Lands. Just looking at one of those new born in the sacred eyes could kill you in an instant. In other words, if looks could kill they will. And much like those cockatrices back on earth a single touch could turn you into stone."

"Hevi Kabisa!"

"Oh...goodness! That is dangerous!"

"Yes dear Fluttershy and Kion. If a Basilisk new born is bad enough then a full-grown one will surely spell trouble for any it crosses path with. All of those poor and fateful creatures such as spiders and morning hen's would cower before it's very might before being eaten on the spot."

Fluttershy gasped and then fainted from shock with Kion quick to catch her from behind.

"Phew. Talk about scary hybrids out in space. No wonder they've remained all the way out here." Rainbow commented.

"No kidding." Ono couldn't agree more with the brash Pegasus's statement about them.

“Not to toot my own horn, but I am pretty darn good at “I Spy.”” Spike then bragged while holding up the ruby he is wearing around his necklace like a medal he won for his most recent achievement.

“Speaking of horns tooting, I think they do know we’re here.” Fuli said to everyone upon spotting the returning space creatures along with mysterious and ominous shadows approaching them.

“How can ya tell?” Applejack inquired before spotting the Nightmare Forces circling around her just when Twilight appears over them.

“You can call it a hunch.” She said to them with a devious smirk frightening the group briefly upon seeing her again only as Midnight Sparkle this time around. “And hello, Applejack.” She then turned to Fluttershy. “Say Fluttershy, what do you call all of these fellow critters with dark magic under their skin?”

“Possible inherent evil?” She guessed while terrified.

"Oh close, but technically correct with the right influence." She replied while floating over and stroking her mane. “You sure a very smart girl, aren’t you?” Kion was quick to come to Fluttershy’s defense treating her caressing as a threat before swiping Twilight’s hoof off of her. “Filled with very kind and pleasing manners unlike one of your friends.” She added with frown in the lion’s direction for striking her hoof like that. “You know its bad manners to strike someone’s hooves when said mare wasn’t even trying to hurt her at that particular moment.” She chided.

“Like you’re one to preach about manners, Twilight!” He defiantly retorted. “Considering you have plans to hurt all of us!”

“My, my, my…” Twilight chuckled like it’s a joke. “…such temper. I would never dream of doing such a thing, unless I have no other choice of course.”

“Enough!” Luna assertively stated. “What have you done with Rarity? And where is Scar?!”

“Oh, he’ll be here soon. In the meantime, Rarity is helping me out with a little task I wanted her to carry out and is unharmed.” She answered while slightly annoyed with her tone.

“What kind of task have you cursed upon her?” She inquired with a raised brow while impatiently tapping her front hoof on the ground.

“I’ll be glad to answer that question…” She replied before working her dark magic around her horn. “…but first you’ll have to conquer this very important challenge before anything else.” Before Luna could try to get another answer out of her the nightmare mist started to cloud over to where they are all standing. “Good luck.”

“Run! I have no power over this nightmare mist!” Luna commanded.

“You heard her, move them hooves!” Applejack backed her up before leading everyone away from the advancing mist.

But despite their fastest efforts, no one was able to outrun or out fly before being all covered by the black shadows consuming them.


Kion suddenly found himself back in the Pride Lands much to his sudden shock. “What the heck?!”

He looked around before spotting his stern father glaring at him. “Dad! You’re not going to believe this but…”

“But you, Kion…” He suddenly interrupted. “…have no respect for the power you have…or the Circle of Life! You’re careless and dangerous! You are dismissed from your duties as leader of the Lion Guard!”

“What?! No!” He cried just when the Mark of the Guard disappears from his left shoulder with a horizontal pink gash appearing on his left eye.

“Sisi Ni Sawa Kion!” Scar’s voice spoke to him while evilly cackling.

“Kion! It’s just a nightmare!” Spike called out to him. “Remember why we’re here!”

“You must fight it, Kion. Use your heart to see what these nightmare’s are!”

“But my dad said…” His voice spoke while his body lays unconscious.

“Then why would be here?” Spike asked to try to get through to him. “It’s not true, Kion!”

“It’s all a façade to keep you trapped in your fear.” Luna added while levitating her body.

With this advice being taken to heart, Kion turned and rised in his dream to assert to both Simba and Scar that they are wrong.

“Friendship is not dead…and nightmare’s aren’t real!” He shouted while standing up and facing his father with that same look before swiping Scar’s reflection away just when his Mark of the Guard reappears on his left shoulder.

Just when he does so, the dark magic was expelled from his body much to both Spike and Luna’s delighted relief.

“We must save the others from their nightmares before they are trapped in them forever!” The dark blue mare declared with her wings spread out ready to find the others.

Next up is Rainbow Dash now standing on a rooftop over the town now flooded with water due to a massive rainstorm.

“Rainbow Dash! Help us save Ponyville! We need you!” The Wonderbolts captain called out to her.

“I’m coming!” Rainbow leaped to take action only… “Oh no! I can’t fly!” She screamed before plopping down into the water.

Luckily for her, Kion and Spike riding by on a hot air balloon with Luna flying by, all came to her rescue by lifting her out of the water and in the basket.

“I know, I know! The clouds, I can’t move them. My…my wings are clipped…”

“No they aren’t, Rainbow Dash!” Kion insisted otherwise.

But she refused to believe it. “No! Look at me! I’ll never fly again.”

“This isn’t a nightmare. Look…” The princess of night showed her that this is an illusion.

“My fear is making this real?!” She realized before leading the Wonderbolts away with a now confident smile. “I am not afraid!” She managed to escape the mist that was previously ensnaring her. “Ha-ha! Nice try, slow smoke!”

In Pinkie’s dream, it took seeing both Kion and Luna with the former cheering for her while holding up a sign that says “Yay Pinkie Pie! Please wake up now!” to give the pony the confidence she needs to stand up to all of the ponies booing at her.

“So you can’t partay?!” She asked while wearing a fake white beard and brow courtesy of whipped cream earning herself a few tomatoes thrown at her. “Are you not amused?! Guess what nightmare…schmitemare?!” She glared with burning and growing resistance. “I am the most laughter-giving, fun-having, friend-making pony ever!” She shouted. “You have no power over me!”

Just when the show ended, she proudly dropped the microphone while Kion applauds her and Luna whistles looking very impressed as the pink mare’s dream came to an end.

In order to cover some more ground quickly, Kion and Luna moved to take on Kyoga’s next while having Rainbow Dash and Pinkie Pie come to Fluttershy’s aid.

“Kyoga…” Kion called out to the devastated lioness before finding himself witnessing the carnage she suffered when was a young cub at Scar’s paws. “Hevi Kabisa!” He softly exclaimed in horror before quickly shaking it off. “Kyoga! Listen to me! This a dream! Don’t let it get to you!”

“But’s it all real…” She cried in protest. “…Based on something that actually happened!”

“Maybe so…” Luna didn’t deny based on memory that actually happened before showing her the time she actually granted her a second opportunity in life. “…but remember the day I gave you your life back.”

During the one of the few moments in the past, where Luna’s good side emerged during her time on the moon while baring witness to the carnage Scar had incurred on everyone in Diamond Valley, the banished princess actually revived the lioness before she could succumb to her injuries.

“Kyoga…”

“…you’re alive?”

Her siblings asked speechless upon witnessing this before further crying in relief and embracing her in a warm hug.

Once the trio all broke apart from their group hug, they all set out to walk forward together into the sunset in front of them to which both Kion and Luna both smiled proudly at her for remembering that heartwarming memory.

In Fluttershy’s dream…

“I’m sorry! I must have snuggled you all too hard! All of you…” She cried in the face of her growling critter friends ganging up on her just when Pinkie and Rainbow burst inside wearing officer style hats.

“Paws up bunnies!”

“These guy are fakers!”

Angel who was biting on Fluttershy’s tail, actually rose his paws up in surrender.

“No, not my friends! I accidentally hurt them…they’re scared.” Fluttershy insisted otherwise.

“Scared or scary? Look at this!” Rainbow moved to hold one of her hooves and show them the Nightmare Forces surrounding her.

Fluttershy now realized that she was being tricked. “How could they?! I’m so mad I could yell! Almost.”

“Sing it, sister!” Pinkie encouraged.

“Oh, why not?” She gave in and shouted…in her loudest and softest tone. “Fakers!”

For that Rainbow held up a score card that reads 3.2 out of 10 for her disappointing effort along with Fuli who gave her a score of 3.8 out of 10 mainly because it worked well enough that the dark mists of magic were expelled from her mind.

“Not bad, for a pony with your tone of voice.” Fuli commented with a half-impressed tone.

“Thanks.” She slightly blushed in response. “But how did you escape your nightmare?”

“Easy.” She recalled going up against the cheetah that beat her in a previous dream. “Upon remembering why I lost last time…” Her dream opponent tripped her with a quick shortcut that lead to him gaining the edge over her when he managed to emerge back on the main path catching her by surprise. “…I made sure he didn’t get to capitalize on that again.” She moved to double down her speed just barely edging out her opponent just when he emerged back on the main path.

“Huwezi!” She shouted upon crossing the finish line.

“Anyways…“ She said wanting to focus on their friends in danger. “…we better keep moving! We still got rescue Applejack, Beshte, Ono, and Bunga!”

“That’s right, and we’ll need to split up if we want to cover more ground faster!” Kion stated before turning to the cheetah ready to split the group up once more. “Fuli, you and Rainbow Dash go rescue Ono while Pinkie and I rescue Applejack. Fluttershy you go with Kyoga and Princess Luna to help Beshte. And once we get back together we’ll find Rarity and Twilight.”

“Sounds like a plan.” Fuli nodded before each of the three groups split up.

Both Fuli and Rainbow Dash ran and flew over to find the egret floating in mid-air with the pain of being a visually impaired bird really hurting him deep down.

“Guys, come on! Please! No….” He cried begging of his friends not to leave him just because of his injuries.

“Ono!” Fuli called out to him.

“Fuli?” Ono called back looking around for the sound of her voice. “Where are you? I can’t see you!”

“That’s because it’s a dream!” She called out to him while being hoisted by Rainbow Dash. “It’s not real! Look!” She showed him the Nightmare mist surrounding him.

“Fight it, bird-brain! Prove that you are still the Guard’s Keenest of Sight!” Rainbow challenged which sparked bravery in the bird’s heart.

Turning this dream into his advantage he quickly rushed over to the Lion Guard just when one of the vengeful vultures swoop in for a madden attempt to kill Bunga while his eyesight is magically repaired.

“Bunga, watch out!” He shouted before flying in as fast as he can to shove the honey badger out of the way thus saving his life while the vulture ended up spiraling out of control and ended up plopping to the nearby stream of lava down below.

“Poa! Way to go Ono!” Beshte congratulated.

“Great job is right!” Kion agreed just when he placed a paw on his shoulder. “No matter what, you are always a part of the Lion Guard!”

Ono smiled with pride just when his dream ends with the black mist being expelled from his body.

At the same time, Beshte with Fluttershy’s kind and supporting nature to back him up he gained the courage to stand up to his father while creating a hippo lane straight and true thus earning his respect.

“Now it’s down to Bunga, Ono, and Applejack!" Kion stated before leading the team alongside Luna in finding them.

For Bunga, his adoptive family turning away from him in disappointment.

“Oh, Bunga, we are so disappointed in you!” Pumbaa cried.

“I know! No grubs means no honey badger is our boy!” Timon said with a tone of clear disownment as he crossed his arms and turned away from him before walking away from him for good.

“But…but…I told you I tried. It’s not my fault the tree broke just before I could get them.”

For Ono, it is the sight of him looking around yet unable to see anything.

“Kion! Twilight! Guys! Girls!” Ono called out to him with his poor eyesight. “Where are you all?!”

He wanders aimlessly before coming across his friends inducting a new member for their team. A big purple-feathered eagle with a stoic expression perched on a rock where the leader of the Lion Guard approaches her with a paw on her left shoulder.

“For proving yourself in the face of danger, something that not even Ono himself could do, I hereby declare you, the Lion Guard’s newest Keenest of Sight.” With the magic touch, the eagle now sports the Mark of the Guard at the same time Ono’s fades away.

“But, but, Kion…” Ono flew over nerve-wracked over being replaced. “…it’s not my fault I breathed in a lot of smoke and ash from the volcano! One of our friends wouldn’t have survived had I not did it!”

For Beshte, facing his father giving him a look of disapproval for failing to create a proper hippo lane, straight and true.

“And now just one more to go…” Bunga remarked before they all turned to Kion and Pinkie coming to Applejack’s aid in her worst nightmare with Rainbow and Spike coming over to assist them since Luna had rework her magic in ensuring their moon visit goes off without any further problems.

“I’m so sorry, everyone. If I had just done a better job…“

Sadly her pleas were ignored in the face of her angry siblings and grandmother.

“I’m so hungry, Applejack. Why couldn’t you grow the apples right?”

“Without our apples, all of your friends and family in Ponyville will starve!”

“Yeeup!”

“What are y’all doing here…” Applejack called out to her approaching friends upon turning her back and seeing them. “…Ya gotta get out…there’s no more food left.”

“No, Applejack, all of this is just a nightmare!” Kion asserted while running up to her.

Applejack honestly didn’t know what to believe with her face still filled with pain. “I don’t understand. Can’t ya see…all the trees are dead! My kin are starving!”

“Applejack, listen to me!” The young lion implored of her. “This is a nightmare, and that’s all it will ever be. You are an amazing farmer! You know that if there was even the slightest sign of trouble, we’d be there to help out.”

“It just seems so real…” Applejack still thinks with her hoofs pressed on her cheeks.

“Don’t you see? This is Twilight’s game here…” Spike said taking a turn in getting him to see the truth while Rainbow tries to keep the mist at bay. “…these nightmare guys want to trap all of you here so you can’t work the courage to defeat them!”

“And it will take all of us to get her and Rarity back assuming we can defeat Twilight. We need you!” Kion added just when Rainbow shakes the terrified to tears country pony to knock sense into her and to get a grip on what’s really going on around here before the smoke surrounding them utterly consumes her.

“So don’t be scared! Starting right now!”

And that was enough to knock sense into her. “You’re right. I would never let this happen!” She moves to shake it all out of her head. “If you say this is a nightmare, I believe you!”

With that declaration, the dark magic is expelled from her mind, allowing her to regroup with Princess Luna and the rest of the Guard. Just in time for the Nightmare Forces to circle around them.


“Well, this is creepy…” Bunga remarked feeling sweating falling from his forehead upon being gained up on.

“…Way creepy!” Pinkie agreed.

“No kidding.” Ono fearfully gulped on the verge of passing out.

“Um…” Applejack turned to Fluttershy since the Guard’s Bravest and Keenest of Sight are both paralyzed right now. “…a little critter help here, Fluttershy?”

“Sorry, I’m out of bravery for the day…” She regretfully replied with her legs shaking and bending inward feeling like she is going to have an immediate accient right about now.

Rainbow however along with Kyoga, Kion, Beshte, Spike, Fuli, and Luna all stood their ground just when they heard the sound of clapping hooves courtesy of Twilight Sparkle floating over everyone’s heads.

“Well done, everyone and everypony! Fierce, brave, keen-sighted, fast, and strong in the face of your worst fears! I do have say I am impressed!” She complimented.

“You want some more?” Rainbow tried to put up a brave face though still sweating in terror of her. “Well, we aren’t afraid of you!”

Unimpressed, Twilight looks at her, and then charges full throttle right at her with a menacing growl. Rainbow flinched and dropped to the ground while covering her head. Flying back up she got a good laugh out of it. “Are you really? Because from the looks of it, you still seem scared. Anyways…” She then turns her attention to the princess accompanying her trying to communicate with her heart to heart. “…Princess Luna. You know it doesn’t have to be this way. Just a simple negotiation is all it takes and you won’t have to have a battle to worry about at all.”

“What kind of negotiation are you suggesting, dear Twilight Sparkle…” Luna cautiously asked of the mare as she floats down to her eye level while circling around her again.

“Nothing other than you get your sister to stand down peacefully and if you’re willing to follow my lead, I might consider letting you keep your title as princess so you can be the pony you wished everyone to see. And I’m sure you know what I’m implying, right Nightmare Moon?”

From there she saw what she is trying to persuade her into doing. “That is my name, my past as Nightmare Moon is long gone.” She said not wanting to dwell on the past anymore.

“True, but her legacy…” She continues while floating in front of her. “…still lives on in you. From everything you went through during Nightmare Night, to trying her hardest in being the pony who is now working to be her sister’s equal. Surely, you would remember sharing that during your time meeting with Scar of why you became Nightmare Moon in the first place.” Luna’s on-guard expression turned into a more crestfallen expression as the painful memories she endured since her return sparked up in her mind along with the knowledge of Scar’s return being brought back up to surface. “And after all you have done for them, this is how they repay you?” She shook her head in pity and disappointment before offering her hoof to the Princess of Night. “…but of course, that can all change starting now and if you do, everyone including Rarity will all walk out of this situation unharmed and you can still be adored by ponies and Pride Landers all around and get to experience of what you wanted all those years while you were trapped here…”

As much as she doesn’t want to relive her villainous past, she couldn’t bring it in her heart for everyone to suffer because of her. “No! You can’t. These ponies and their friends saved me. Rarity saved me. You saved me. I will go…”

Kion once again got in between them before she could accept Twilight’s hoof to shake on it with Applejack, Fuli, and Rainbow Dash rushing over to her side to back her up. “You’re not going anywhere, Princess Luna! And she will never join you, Twilight, or Scar! Not while we're around”

“Yeah!” Rainbow stated. “Like we’re gonna let some goth-loving bunny and some tyrant excuse of a leader take another one of our friends?”

“Darn tootin’!” Applejack nodded.

Princess Luna was stunned by that special word they referred to her as. “I’m your friend?”

“Well, duh!”

“Of course you’re our friend!”

Both Pinkie and Bunga both asserted with friendly nudges around the side of her necklace.

“We all trust you!” Beshte added with a warm and inviting smile.

“After all, we know you would never lie to us.” Fluttershy sweetly added while placing a hoof on her chest.

But instead of feeling endeared by those heartfelt words, she felt guilty and torn because deep down she has lied to them and she truthfully doesn’t feel like she truly earned their friendship.

“Well…” Twilight said still undeterred by this minor setback from the Guard coming to Luna’s defense. “…I stand corrected seeing you have the Lion and Pony Guard’s hoofs and paws in friendship who would all do anything for you.” She suddenly jerks her head towards one of the ghosts laughing at Spike who is protectively hoisting his ruby away from him. “Yes, Larry? What is it?”

“Just look at this dragon!” He laughed before being slapped in the face with a powerful gust of wind from the power of one of her wings along with being given a glare. “Sorry, Princess Midnight…”

“Anyways…” She then turned back trying to be reasonable with the dark blue mare. “…since it’s clear we can’t make an arrangement with you and that your friends won’t be dissuaded…”

“You’re darn right we won’t!” Bunga barked at her before reeling a step backwards upon being given the killer look again. “Sorry!” He said with raised arms of surrender with his body turned to the side.

“…I guess I have to make do with what I got right now, and having expecting this to happen, I already have a new plan and ally in place seeing that I just managed to keep you all busy just long enough...” She continued with the group of heroes all being greeted with a powerful burst of magic that caused a massive dust cloud to form right in front of them forcing Princess Luna to spread her wings out to shield the Guard from this implosion.

When the dust cleared up, they all looked on to see a very familiar pair of diamond blue eyes along with a familiar set of pretty eye lashes leaving the Lion Guard in horror when they see the face of said figure standing right before them.

“Hapana…?”

“Oh my….”

“Oh, no…”

“Is that…?”

“It can’t be…”

“It’s..”

Ono, Bunga, Beshte, Kyoga, Fuli, and Kion all gasped when they all saw…

“…Ladies and gentlemen, if you would be so kind in giving a warm Equestria welcome to my newest soon to be co-princess…Nightmare Rarity!”

Said mare was now about Nightmare Moon’s height while standing on par to Twilight in her Midnight form. Her coat was now black in contrast to her heavenly pure white coat and her indigo purple mane was now a darker ethereal shade of purple, just as long as her master Midnight Sparkle’s along with Princess Celestia’s.

As if things hadn’t gotten bad enough now that Twilight Sparkle has now become Midnight Sparkle, things have just gotten worse now that Rarity has been corrupted into following their fallen friend’s hoof steps with the battle of their lives just on the verge of happening now…