What Nightmares Fear

by Lets Do This


City of Nightmares

Once they'd stepped through the portal, the mist parting around them, they found themselves standing on a dirt hoofpath, winding through a night-dark forest beside a trickling stream. The shadowy air amongst the trees was hot, and breathless, and filled with that peculiarly loud stillness that left one's ears ringing.

The ponies gazed around, astonished at how real it all was. It was a dream... yet it felt as solid and substantial as the waking world.

"I only dreamed about gummy bears..." Sunset whispered. "I want my money back."

They found Princess Luna nearby as well. She was standing beside the stream, her horn glowing softly to provide a light, gazing down uneasily at her own distorted reflection. Nacht and Skaad were stationed to either side of her, on guard, and they scowled watchfully at the surrounding darkness.

"Princess?" Trixie called.

Luna looked up at them, startled. Then smiled in relief. "I see thy spell worked. Celestia's confidence is not misplaced."

"And we're sure this is the right dream?" Starlight asked.

Luna looked to her guards, who nodded. "Apparently so. It was quite easy, in fact. I had barely to consider the subject of my dream as I drifted off. Clearly I retain some memory of this dreamworld. Yet it is... fragmentary, at best. I recall this stream in particular." She gestured with a hoof. "I remember thinking it was the one pleasant part of this entire domain..."

Moondancer's eyes went wide. "That doesn't sound reassuring."

Luna gazed about uneasily. "I wish I could say I disagreed."

Trixie glared around impatiently. "So... where do these nightmares live, anyway? Up in the trees, like bats?"

"Uh, gang?" Sunset Shimmer called. "You might want to come have a look at this..."

She'd trotted further along the hoofpath to where the stream spread out into a rippling, moonlit pool. Standing beside the pool was a small, ornately frescoed guardhouse. It had a thatched roof and a domed upper room, and was positioned so it commanded a clear view of the stream and the path alongside it.

But the guardhouse wasn't what Sunset was pointing at.

In the distance, far down a winding hoof-trail where the forest opened onto a wide stretch of moorland, was a city. And this was no mere collection of rustic wooden towers lost amidst the trees.

It was a metropolis... of sheer gothic menace.

"You're all seeing this too, right?" Sunset asked, as the others joined her. "I'm not just dreaming it?"

"Wake me first," Twilight whispered back, "and I'll tell you..."

The city loomed in the misty night air under the cold gleam of the moon. It was broad and disconcertingly tall, comprised of soaring wooden towers with peaked spires, and arching bridges spanning the air between them. And every line and curve and span of the place was like an unerring stroke of knife-edged dark ink. The city was girded by a barrier wall of swirling, vaporous shadow. The hoof-trail led up to a single, wispy-edged gap in this barrier, where there stood a tall, ornate entry arch like a glowering, multi-story mouth. And everywhere throughout the city, hundreds of small windows burned a dull ember orange. Like a host of sullen, infernal eyes...

"Woah..." Moondancer breathed. "Straight out of Hoofstradamus. The part where he talks about the City of Nightmares? Everyone assumed he was feverish when he wrote that. Guess he wasn't!"

"Guess not," Starlight agreed. "Is that your home, Nacht?"

The guard looked at her in surprise, as if unaccustomed to being directly addressed. Then he nodded compliantly. "It... was our home, long ago. Then we were chosen to serve the Mistress. Our place is with her now."

Luna was gazing at the city herself in wonder, as if she could scarcely credit it as the product of her own fevered imagination. "Thy grand city..." she said at last, "what is it called?"

Nacht looked at her uneasily.

"You... have never asked its name, Mistress. To us it is simply... where we live."

Luna's mouth fell open. Then shut, remorsefully.

"I have wronged thee," she whispered. "And I can only ask forgiveness."

The group approached the guardhouse, and a yellow, flickering taper-light flared in the upper room. A shadowy figure appeared, briefly silhouetted against the glow. It peered down at them, lantern-like eyes gleaming intently.

Then the figure abruptly disappeared from view, and there was a sound like a sack of potatoes falling down a flight of stairs. An elderly nightmare dressed in a ragged, patched cloak all but fell out through the guardhouse door. He flopped to the ground in front of Luna and her guards, prostrating himself.

"Mistress! Forgive the delay! We did not anticipate thy arrival!"

Luna stared down at him in astonishment, then glanced inquiringly at Nacht. He leaned closer.

"Tasjen," he whispered -- with mild scorn.

Nodding gratefully, the Princess stepped forward from the shadows, into a patch of moonlight directly in front of the gatehouse. "Rise, good Tasjen!" she called. "The fault is not thine, but ours, for arriving so unexpectedly."

Tasjen peered up at Luna, a puzzled look on his face. "Mistress? Is it truly thee?"

Nacht scowled. He glanced at Skaad, who nodded in return. The two nightmares assumed a firm, resolute stance, glowering fiercely. "Long live the Mistress of Nightmares!" they thundered.

Tasjen flung himself down again, trembling, forehooves over his eyes.

"Forgive my impertinence, Mistress! I did not question thee. Not for an instant."

Luna winced. She stepped forward and offered a hoof, and at her nod, Tasjen gingerly took it and rose to stand before her. "Fret not, good servant," she said. "All is well. We have but come to make our peace with thee and thy kin. We would visit thy fair city if it can be arranged, and speak with its elders."

"Oh..." The nightmare still looked puzzled -- and suddenly nervous as well. But he gamely threw himself into the request. "At once, Mistress! Our city stands ever-ready for thy inspection."

Luna looked uncomfortable at that but she held her peace, as Tasjen moved to lead the way. The party set off again, down the path towards the city, with Tasjen trotting in front, Luna and her guards following, and Trixie and the others bringing up the rear. Yet as they approached the swirling barrier, it suddenly roiled like smoke from a bonfire then abruptly swept together, hiding the entrance from view. And something about the oily, sickly nature of the fumes suggested it would not be a healthy idea to try crossing through them.

Tasjen came to a halt and looked back, abjectly. "Apologies, Mistress. It is not my doing."

Nacht snorted. "It is thy place, old one, to keep the others mindful and in readiness for the Mistress's return. Yet perhaps thou hast grown a trifle... comfortable in that role?"

Tasjen cringed. "They no longer heed me, Mistress! Even I, your most loyal of servants, I am no longer welcome in our city, and I --" He abruptly fell silent, seeing the angry glare from both of Luna's guards. They appeared ready to attack him outright.

But Luna held up a placating hoof, and the guards reluctantly stood down. "We have been away," she said tolerantly. "And perhaps it is for the best. They forget who we were. We would show them who we are now."

"So..." Starlight asked, "how do we get in?"

"It's their city," Twilight suggested. "Shouldn't we ask their permission?"

"Is there anypony we can talk to?" Moondancer suggested. "Ask them to open the gate, or whatever it is?"

Trixie huffed impatiently. "Or since this is all just a dream," she sneered, "maybe we just wave a hoof?" She gestured accordingly. "And say abracadabra?"

The other ponies gasped in shock. And Trixie turned herself, just in time to see the roiling vapors swirl apart, leaving the way open before them. The showpony stared at her own hoof in worried astonishment.

Then she looked at Luna, and saw the Princess projecting a spell with her horn -- which was what had actually opened the gate. "Apparently," Luna said, "we still retain some influence here." She smiled encouragingly at Trixie. "It was the right idea, my thoughtful student."

Trixie looked sour. Then she shrugged indifferently, and followed along as the group set out again.

They passed beneath the soaring entrance gate, staring up at it in awe. Then they trotted onwards into the city, along narrow and winding cobbled streets. To all sides towers and spires vaulted into the misty heights. The air overhead was criss-crossed by hoof-bridges. Many of the towers had doorways that simply opened straight onto several-story drops, although for ponies with wings this was probably not too unusual.

And above all else, the city exuded a humbling impression of age: of stolid, entrenched, unrelenting permanence. Dream though it might be, this city had been here a while, and it wasn't going anywhere in a hurry.

Twilight stared up at it all, wide-eyed. She spun gently round as she walked, taking it all in. "This is... it's just... I can't... there are no words..."

"Breathe, Twilight," Sunset advised with a smirk. "Remember to breathe."

"Sorry." Twilight sheepishly faced front. "But Sunset, isn't it incredible? An entire pony civilization, centuries old, down to the last detail... in a dream!"

"Oh, I hear you." Sunset nodded. "This place makes Canterlot feel like a pop-up sushi bar."

"A what now?" Moondancer asked.

Sunset gave her a look. "Be thankful you don't know."

"It's impressive, all right." Starlight nodded as she gazed around. "I like to think I'm good with magic. But compared to this?" She blushed. "I'm a dilettante! This is art! Isn't it impressive, Trixie?"

"Eeeyeah... impressive, sure..." The showpony looked around nervously, then lowered her voice. "It's also kind of worrying, don't you think?" At their puzzled looks, Trixie nodded towards the buildings all around them. And they realized there were nightmares watching them. Dozens in fact, with more becoming evident every moment. From doorways and shop-fronts, from myriad windows and doorways overhead, glowing-eyed, brutally fanged faces peered out. Their expressions were as ever blankly stolid and impassive.

Yet there was an undeniable, disquieting intensity to the stares greeting Luna as she passed by.

"Is it my imagination," Moondancer whispered. "Or are we not entirely welcome?"

"It's not your imagination." Tempest's gaze darted about warily. "Though it's hard to tell exactly what they think of us."

Nacht was glancing about cautiously as well, and he leaned closer to Luna. "If we might suggest, Mistress? We should summon more of the Guard to escort thee properly."

Tempest nodded. "I'll second that, Your Highness. Whole-heartely!"

But Luna shook her head. "No. That is precisely what we do not want. We have come to make peace, not storm the gate. The two of thee and the Commander should suffice."

The nightmares exchanged a worried glance with each other. Then, acquiescing, they settled for marching more closely to either side of Luna. And Tempest likewise shrugged and glanced about as they went, keeping track of where everypony was.

Traversing a final stretch of cobbled street the group finally came to what appeared to be a kind of city center. It was a broad, open square, framed on three sides by massive, ornate buildings. These had a stodgy, almost comfortingly bureaucratic feel to them.

But on the far side, in utter contrast, stood a grand gothic palace. It was a soaring Cathedral of Night, clad in onyx with towering spires. Black pennants flapped high in the mists, the silver Moon-and-Stars visible on them. In the open square directly before the palace steps there was a high wooden reviewing platform. It looked down upon a rectangular fenced-in area, rather like an animal pen.

And something about the pen just screamed misery...

Tasjen trotted forwards, tall and proudly, although his voice shook as he called out across the square. "Behold! The Mistress of Nightmares returns as promised, gracing us with her presence. She would inspect our city, and address us. Gather ye all, gather quickly!"

Nightmares began to enter the square from all directions. Their heads were low, their eyes glaring. It was difficult to tell whether they were supplicants gathering for an audience... or a pack, closing in for a kill.

At Tasjen's bowing gesture, Luna and her guards approached the reviewing platform. They mounted its side stairs, then turned to face the assembling crowd. Tempest, with nods of her head, gathered the other ponies into a defensible corner near the base of the stairs. She positioned herself between them and the nearest of the gathering nightmares, more for form's sake than anything else.

And Luna waited, quietly nervous, as the last stragglers joined the rear of the crowd. Then, drawing herself up proudly, she stepped forward to address them. Her voice carried clearly, if timidly, across the square.

"Good and faithful servants! We come before thee to express our undying gratitude for thy service, and to tell thee that the long struggle has ended. The Nightmare is banished once and for all. We have been returned to our true self!"

There was muttering from the crowd, incredulous looks passing back and forth amongst the nightmares, even as they listened attentively.

Luna went on: "We no longer call upon thee to struggle, to fight in our name. We would in fact show our thanks and gratitude, by returning those who have so diligently served us to the homes from which they have been so unjustly taken."

The muttering became a displeased growling. There were angry glares being cast at the Princess, as she hesitantly went on.

"And then, good servants," she said. "We would depart, and burden thee no longer with the unjust imposition of our will. Thou shalt be free of us finally -- free to live as thou would, on thine own."

At this, the grumbling jumped to an angered roar. The crowd was rearing and stamping.

Tasjen waved his hooves, futilely trying to make himself heard over the noise. "Be still! Be attentive! Lest the Mistress's wrath be brought down upon us!"

The nightmares were having none of it. Roaring angrily, they began crowding toward the platform. Several were taking wing, clearly preparing to dive onto the platform and attack directly.

"Nay! My friends!" Luna called desperately. "Hear me! We shall trouble thee no longer! We would leave thee willingly to thy freedom! To live as thou art, safe and sound, for all eternity!"

For some reason, this was the final match on the hay-pile. The nightmares bellowed, then rushed the platform.

Tempest held the nearest of them at bay for a few moments, with sparking blasts from her broken horn, buying the others time to mount the platform and join Luna and her guards. Then Tempest backed up the stairs herself. She looked around for an escape route and saw none.

"You know," she called over her shoulder, "a backup plan would be really good right about now..."

Nacht and Skaad stood fast to either side of Luna, their gaze snapping about as they prepared for a fight. The Advanced Projects group huddled close about them, their horns singing as they cast shields and wards to hold back the onslaught. But it was only a matter of time before their reserves ran dry, and the snarling and swooping nightmares overwhelmed them.

"Hear me, my good servants!" Luna called helplessly. "Please! We wish only peace with thee!"

"Any ideas?" Sunset yelled. "Anypony?"

In the midst of the group, Trixie hunched, forehooves tugging her hat down about her ears, terrified by it all. Finally, she could take it no longer.

"I call bugging out!" she yelled. Digging into a pocket of her cape, she brought up a hoof-full of smoke bombs. "Ready, everypony?"

The others nodded, their horns blazing as they prepared to switch spells.

Trixie reared, hoof in the air. "Behold! The magician's exit!"

She flung down her hoof, setting off clouds of dense, choking smoke all across the platform.

Undeterred, the nightmares charged up the stairs and swooped down from the sky, occupying the platform in a tumbling, confused mass...

And found, when the smoke had cleared, that apart from themselves the platform was empty. Luna, her guards, the other ponies, even Tasjen, had vanished entirely. For a while the nightmares milled about, enraged but frustrated, having no target on which to vent their fury.

Then, as one, they turned towards the dark palace, with its fluttering Moon-and-Star pennants. And knelt, heads bowed abjectly and subserviently, in worried obeisance...

... to the true Nightmare.

------------------------------

"Well..." Sunset observed grimly, "that coulda gone better."

Having teleported everypony back to the moonlit pool and its solitary guardhouse, the Advanced Projects group had reconvened to consider their options.

Moondancer shook her head, puzzled. "I don't get it! Everything in Duskhelm's journal says the nightmares -- the 'Forces of Night', as he called them -- were entirely under Nightmare Moon's sway. They'd willingly perish to defend her, or carry out her orders."

"He only saw the ones in armor," Tempest said, "like our friends over there." She nodded at Nacht and Skaad, who were once again standing watch to either side of Princess Luna. The Princess herself was seated by the pool's edge, staring miserably down into its rippling waters. "Civilians generally have other ideas," Tempest went on. Then she shrugged. "Which... is how it ought to be, really."

"The nightmares either don't believe," Twilight said, "or won't believe, that Princess Luna is, or was Nightmare Moon. They see her as an imposter or worse. We need to find a way to convince them, change their minds."

"Maybe we should've taken Nacht's advice?" Sunset suggested. "Brought along more of Luna's Guard? They could vouch for her, right?"

Tempest shook her head. "Luna was right on that one. It could easily seem like an invasion. And right now, it might look like retaliation, for the way they treated her. And that can only make things worse."

"Yeah..." Sunset reluctantly nodded. "I guess you're right."

"Even if we did convince them," Moondancer asked. "where would that get us? They don't seem very happy with how they were treated by Luna -- I mean, when she was Nightmare Moon. Not that I'd blame them."

"Humph!" Trixie frowned and crossed her forehooves. "They don't seem very happy, period! I've never seen such a grumpy, unruly crowd."

"That's for sure." Starlight grinned. "Hey, maybe we should have brought along Cheese Sandwich? He'd throw them one of his patented polka dance-parties, have the entire town jumping in no time."

Tempest looked ill. "Maybe it's just as well we didn't."

"Yeah, maybe you're right," Starlight admitted. "What do you think, Trixie? Uh... Trixie?"

The showpony suddenly wasn't there. Looking round, Starlight saw Trixie had trotted away from the group, over towards Luna.

Approaching the pool's edge, Trixie cautiously sat down beside the Princess, and peered up at her worriedly. Luna glanced her way briefly, then shut her eyes in shame.

"I have lost them, Trixie. If I ever had their allegiance to begin with..."

"Thou hast our allegiance, Mistress," Nacht insisted gruffly. "The entire Guard stands with thee... whatever thou decides..." The nightmares both turned to scowl at the distant city, as if contemplating storming it themselves in order to exact revenge.

"I beg thee, Mistress," moaned Tasjen. "Do not look too harshly upon us." The watchpony was seated a short distance away, hunched and miserable, as near as the guards would allow him. "We are your servants, your faithful. The others have merely... forgotten that for the time being."

Luna favored Tasjen with a smile. "We do not blame thee," she said, "or thy kin. Thou art our subjects, not our servants. The fault instead lies with us. And thou deserves far better than we have offered thee to date."

She stared down at the rippling waters.

"But I am not sure I can offer that any longer. I am not the pony I once was. I am a pale imitation, a shadow. A weak, useless filly..." She shut her eyes, pained and miserable.

"You'll figure it out, Princess," offered Moondancer. She'd trotted over to sit on the Princess's other side. "You're Luna, Princess of the Night! Just show them who you are, how kind and caring you are. You'll bring them around, win them over..."

"No." Luna shook her head. "Celestia was right, all those centuries ago. I overreached, and hurt so many by my arrogance. I should leave the nightmares be, not interfere with them any more than I already have. And I should not try to resume the mantle of rule in Canterlot. I have far too much to learn, before I am ready for that."

She sighed.

"I am a fraud. I am no Princess. I have no power, no authority... not here, not anywhere."

Trixie opened her mouth to object. Then quietly shut it, and stared down at the rippling water. At her own reflection, next to Luna's. A miserable, nearly powerless little showpony...

Then she angrily set her jaw, shoved her hat back on her mane. Grabbing up a stone from the bank she flung it into the water with a huge splash. "I'm a fraud, Princess!" she said to a startled Luna. "Always have been, probably always will be. It's never stopped me. You just have to figure out how to make the fraud work for you, that's all."

Luna looked at her, puzzled... and hopeful. "Thou hast a plan?"

"Not just yet." Trixie looked smug. "But if there's one thing the Great and Powerful Trixie knows... it's how to read a crowd."

Turning to Nacht, Trixie pointed a forehoof at him -- sharply, making the fierce nightmare draw back in surprise.

"You!" she demanded. "What scares you? What terrifies you the most?" Not even waiting for an answer, Trixie turned to Luna. "Because that's the problem we're dealing with here, Princess. That crowd in there, they're afraid of something. Something that frightens them enough to make them turn on you, the one pony who might be able to do something about it."

Trixie turned to Nacht again, crossing her forehooves.

"Well?" she demanded.

Surprised, Nacht looked to Luna for help... and found the Princess staring at him too, clearly expecting an answer. Deeply uncomfortable, the nightmare considered it for a moment. "Dismissal," he finally said. "Being unnecessary. Cast aside, no longer able to serve." He lowered his head. "Being useless..." He glanced at Skaad, who merely nodded sadly.

"I had no idea," Luna whispered. "Why didst thou not say, when I offered to return thee home?"

Nacht shook his head. "It is not our place, Mistress. We are bound to serve thee."

"Yeah. Loyalty." Trixie snorted. "Tell me about it. Real pain sometimes, huh?" She rounded on Tasjen, fiercely. "And you! What about you?"

The watchpony stared back at her, a deer caught in headlights. "Me... er, Mistress?"

"What scares you the most?" Trixie demanded.

The watchpony glanced about nervously. Then he hung his head, ashamed. "The wrath of the Mistress," he whispered. "Should we fail to serve her... should we displease her..."

"Uh huh..." Trixie nodded. "You're scared of what she might do. And if the nightmares in there feel the same way..."

"Of course they would, Trixie!" Moondancer agreed. "After all, if you're living in somepony's dream... and the dreamer suddenly decides to dream about something else... or just to wake up..."

"But, but..." Luna shook her head. "That is not our wish at all! We would that our subjects exist peacefully, without fear. With our gratitude and our protection if need be!"

"Sometimes, Princess," Trixie said, "you have to be cruel to be kind. And I'd say this is one of those times. Yeah... we need to get their attention first, before we can get our point across." She tapped her chin with a hoof thoughtfully. Then she turned to Luna again.

"They're not afraid of you, Princess. So we need to find somepony who does scare them, somepony they will listen to, somepony they can't ignore..." She nodded smugly. "And I think I know just how to work it..."

Then she paused, looking at Luna timidly. "If... you'll trust me, Your Highness?"

Luna nodded confidently. "We are in thy hooves, Trixie."

"All right, then!" Trixie beamed. "Give me a few minutes to consult with my colleagues. Come on, Moondancer."

Turning, Trixie trotted back to the other ponies. They were all staring at her with expressions ranging from surprise to bemusement -- plus a look of flat skepticism from Tempest. Trixie ignored that. Lofting her snout, she pursed her lips and glowered at them.

"The Great and Powerful Trixie," she declaimed, "does not like losing an audience. Nor does Trixie appreciate being run out of town. Trixie does not like that at all! And Trixie feels that we should do something about it."

Twilight eyed her warily. "Such as...?"

"What else, Twilight?" Trixie said sweetly. "We give the nightmares a show! But not just any show..."

Trixie smiled nastily.

"We show them who's boss around here!"

------------------------------

It was quiet in the open square in front of the dark cathedral. The crowd was gradually dispersing, the nightmares muttering and snarling amongst themselves as they headed back out into the cobbled streets.

Then suddenly, it wasn't quiet -- in rather a big way.

There was a tumultuous explosion, an eruption of fire. A cloud of black, fulminating smoke blasted into the air above the platform, lit by crimson bolts of lightning and a lava-orange underglow.

"HOW DARE YOU!" roared a voice from the midst of the smoke. It boomed through the square and out along the streets of the city.

Startled, the nightmares halted in their tracks and turned to look.

"HOW DARE YOU, " the voice went on, "INSULT THE PRINCESS OF THE NIGHT! DO YOU NOT KNOW SHE HAS FRIENDS... GREAT AND POWERFUL FRIENDS? DID YOU BELIEVE SUCH AN INSULT WOULD BE LEFT UNCHALLENGED?"

In the cramped space beneath the platform, Trixie paused to press a hoof to her snout and giggle merrily. Then she motioned for Twilight to resume projecting the Voice spell.

"JUST WHO DO YOU BAT-WINGED, BUG-EYED CARTHORSES THINK YOU ARE?"

Starlight stared at her. "Don't overdo it, Trixie!"

"Au contraire, bestie," Trixie said. "Overdoing it is kinda the point here. Trust a showpony on this." She glanced around at the others, who were crowded in under the platform with her. "Now remember, follow my lead..."

"DO NOT THINK TO CHALLENGE ME!" the booming voice went on. "DO NOT THINK TO STAND AGAINST ME! DO NOT AROUSE THE WRATH OF THE GRRRREAT... AND POWERFUL... TRRRRIXIE!"

There was a flash, a puff of choking gray smoke, and Trixie appeared on the platform. She coughed and choked a bit, then quickly resumed her stage persona. "Do not make the mistake!" she yelled. "Of misjudging this, my simple, humble, pony form. For I am a force to be reckoned with... the Greatest Pony Magician Who Has Ever LIVED!"

She flung her hooves wide. In place of her usual modest fireworks, vast booming, crackling chrysanthemums of electric power blazed into the sky.

Trixie marvelled at them herself. "Oo-oooh! Nice one, Tempest!" she whispered. And then she quickly refocused on the task at hoof. She gazed out at the nightmares, steadily returning to the square... and beginning to crowd just a little too close to the platform for Trixie's liking.

She lofted her snout, haughtily. "Still think you can take me down?" she sneered. "Seriously? You haven't a chance!"

Undeterred, the nightmares continued to advance.

"Don't compel me..." she warned them, "to make an example of somepony..."

Still they crowded in.

"Huh! So be it," Trixie called airily. She swept out a hoof and pointed it, seemingly at random, at the crowd.

"You!"

There was a yelp from the midst of the crowd of nightmares. Suddenly one of them was rising into the air, lifting above the crowd. It was Tasjen, struggling vainly against the bubble of cyan magic that held him.

"Mistress!" he called helplessly. "I beg of thee! Be merciful!"

"Merciful?" Trixie sniffed haughtily. "The Great and Powerful Trixie has no need of such as thee. Trixie can announce her own comings and goings, thank you so very much!"

Trixie swept her hoof left, then right, then left again, appearing to drag the pinned nightmare back and forth through the air above the crowd. And in the process, she made sure they all had a really good look at him.

Then as if bored, Trixie ostentatiously flicked her hoof. And Tasjen screamed, as he hurtled away high over the tower-tops. There was a flash in the distance, a shattering crash of thunder.

Trixie crossed her hooves, and glared down at the crowd of nightmares.

"Anypony else feel like a free ticket to the Moon?" She nodded upward, at the glowing orb scudding through the mists overhead. On it, plainly visible, there was a blurred gray outline of a nightmare, much like the miserable old watchpony who'd just disappeared. The nightmares all stared at it, silent and awestruck. A few of them trembled, even as they tried to hide it.

And at the same time, beneath the platform, Moondancer was fanning the shivering watchpony with a corner of his cloak.

"You did great, Tasjen!" she reassured him.

"Take it from me," Starlight said, "you're a natural stage assistant. You totally sold it to them."

"It... was not all pretense," he replied shakily. "I am proud at last to be of some use to the Mistress..."

"Was that necessary?" Twilight demanded, aghast. "It seemed awfully cruel to me."

"Oh absolutely, Twilight!" Trixie hissed from overhead. "Crowd control 101: make sure they all want somepony else to go first."

Starlight stared upward worriedly. "Where'd you learn to think like that, Trixie?"

For a moment there was silence, then:

"You don't wanna know."

Recovering, Trixie faced the crowd and went on. "Let that be your first and last lesson!" She scowled down at the worried nightmares. "Trixie is not merciful! Trixie is vengeful! Trixie is demanding! And Trixie does not tolerate the slightest show of resistance!"

Trixie tilted her head, smiled at her audience... and played her final card.

"And right now, Trixie's continued good will is the one thing... the one thing... saving you nightmares from utter oblivion!"

She added a wide-eyed, fierce look, suggesting vague-but-hideous possibilities.

The nightmares gazed up at her, mouths open in shock.

Then as one, they fell to their knees before her, yielding without protest.

Trixie stared around at the genuflecting crowd, honestly surprised. "Wow... this bunch must be really hurting for tyrants, eh?" Then she realized that it wasn't merely her that the nightmares were kneeling to. Turning, Trixie saw the massive oaken doors of the black cathedral were opening, swinging wide all on their own.

Beyond them, there were only night-dark shadows.

"O-kayyy..." Trixie said, swallowing nervously. "Kinda off-script here. What just happened?"

Underneath the platform, Sunset was peering up at the doors. "Yeah, what she said. What's going on, Tasjen?"

Tasjen was staring at the palace doors himself, wide-eyed and speechless. "Only the true Mistress," he finally choked out, "can open the doors of the Palace of Night!" He flung himself to the ground, shivering, hooves over his eyes.

"So, uhhh..." Trixie hissed, in a strangled manner, "what do I do?"

Twilight glanced around at the others, and at the cowering watch-pony. Then she looked upward. "I think this one's on you... Great and Powerful Trixie."

"Ah. Right," Trixie whispered. "On me. Right..."

She thought fast. And then swung to face the audience of nightmares, confidently flourishing her magician's cape. "Well! That is more like it! After all, the rightful Princess of the Night will need her castle back, won't she? And now, the Great and Powerful Trixie will just... go make sure all is in readiness..."

Gritting her teeth, and shoving her hat forward, Trixie marched down the back steps of the platform, and then up the onyx stairs of the palace itself... on legs that felt like jelly, all four of them.

Coming to the threshold of the immense doors, she peered through them, into the darkness.

"Um, hello?" she called.

She was startled when torches puffed alight on the side walls, one after another, down the length of the cavernous nave. The torches flickered with cold blue magefire, casting a chill, rippling gleam over everything. Revealed at the far end of the hall was a high, multi-stepped dais. And standing atop it, beneath gigantic ceremonial banners, there was a throne. A dark, dragon-winged throne, wreathed in swirling shadows.

Trixie gulped. She knew this place. She'd visited it often enough... in her dreams.

It was the throneroom. Her throneroom...

Nightmare Moon.

The throne stood empty, as if abandoned. The immense hall stood silent, save for the low guttering of torches.

Hesitantly, Trixie stepped inside. Then, nerving herself, she trotted the length of the long, echoing nave, glancing around as she went. To either side of her on the walls were night-blue tapestry banners. They depicted the Moon and Stars, and a rearing, black-armored pony.

My teacher... Trixie thought grimly. The Dark Mare.

She half-expected at any moment to hear that cackling, imperious voice ring out from the dais, welcoming her student back. To see those glaring, dragon-irised eyes leering down at her, the fanged mouth grinning.

But there was nothing here, save her own hoofsteps in the stillness. Trixie came to the end of the dark-purple carpet, and stood at the base of the stairs leading up to the dais.

And almost, almost knelt before the throne, out of sheer habit.

Catching herself in time, she gazed up at the empty throne in mock haughture, as if she was simply there to inspect it, to take inventory. Simply counting the number of thrones in the room...

One. Count 'em. One.

There'd never be a better time, Trixie thought hectically. I could just march right up there, sit down and claim the throne, and take over. I'd have those nightmares eating out of my hooves. That terrified crowd outside, they'd have to listen to me...

... the same way they listened to her, so long ago. Trixie snorted. And we know how that story ends, don't we?

Trixie sighed, shoulders drooping.

She's gone, really gone. All this -- this dream, or nightmare or whatever it is -- it's just an echo, a shadow. A bad memory of something best forgotten.

Trixie winced. Her eyes pricked with tears.

So why... she thought desperately. Why can't I just forget?

She turned away. Turned away from the throne. Turned away from her past, away from her teacher... or one of them, anyways. The Bad One.

And marched straight back down the long stretch of carpet to the doorway. Outside, the nightmares had crowded closer, tentatively approaching the base of the stairs.

"Ahem!" Trixie called down to them. "All appears to be in order."

She scowled down at them, impatiently.

"You just gonna mooch around out there all night or what?"

------------------------------

In short order, the nave of the Cathedral of Night was packed to the gills with nightmares. The gray ponies stood restlessly in uneven ranks before the dais, muttering and snarling at each other.

Trixie herself stood at the base of the stairs, directly before the throne. With her were the rest of the Advanced Projects group, whom Trixie had indulgently introduced as her "humble assistants".

"Now!" Trixie called out briskly, "before the Great and Powerful Trixie returns to the many, many more important tasks demanding her awesome skills and experience, there is one matter she would see done correctly: the reinstatement of your proper ruler. And so, without further ado, may I present the Mistress of Nightmares, ruler of the Night, Moon and the Stars... her Royal Highness -- Princess Luna!"

Trixie gestured grandly with a hoof toward the far end of the hall, where the main doors were standing open. And through them a blaze of cold white light suddenly fell like a sword, filling that end of the hall. The nearest nightmares flinched from it, shielding their eyes against the glare.

Trixie nodded, impressed. "Wow! You've been practicing, Sunset!"

"That's not me," Sunset whispered back. "Though I did suggest it, as a way of showing how different her rule will be."

From out of the blaze of light stepped Princess Luna, striding tall and proud, and escorted by Nacht and Skaad. And behind them, as Luna and her guardians strode up the carpet, more of her Night Guard followed, two by two. The armored, tramping ponies swiftly filled the central aisle in her wake.

Luna approached the dais, then came to a halt. She eyed the dark throne uneasily. And Trixie edged closer, gently nudged her.

"It's what they expect of you, Princess."

Luna nodded minutely in return. Taking a deep breath, she mounted the steps, approached the throne and then seated herself upon it. With a wave of a hoof she dismissed the looming veil of shadows about the throne, so she was fully visible to her audience. Nacht and Skaad took up station to her left and right, stern and proud. The rest of the Night Guard ponies marched forwards, turning alternately to the left and right, then coming about to form a solid wall at the base of the dais -- apart from the center, where Trixie and the others were still standing.

Then as one the guards came firmly, solidly to attention.

"Long live the Mistress of Nightmares!" Nacht and Skaad called.

The Night Guard echoed it, their gruff voices ringing out through the vast hall: "Long live the Mistress of Nightmares!"

And into the dead silence that followed, Luna spoke:

"Good subjects! It is our pleasure to return to thee at last. And this time, to properly heed thy petitions and grant thy requests. For we would be thy Princess just as much as we are thy Mistress. We would rule... and serve thee, our good and faithful subjects. Now, we implore thee to tell us: is there aught thou wouldst have of us? Speak it, henceforth, without fear! For we shall be merciful and mindful of thee."

This is it, Trixie thought. Now we find out...

Luna glanced about, at the silently attentive audience.

"Speak, any of thee! What wouldst thou ask of us?"

The nightmares merely exchanged worried glances with each other.

Hmmph, Trixie thought. May have done my job a little too well. She cleared her throat. "Perhaps," she called to them, "you might feel more comfortable with somepony to speak for you? Perhaps Trixie should summon your little spokespony friend back from the Moon, eh?"

She ostentatiously brushed back her cloak -- first the left shoulder, then the right. Then she weaved her forehooves in mystic passes, drawing out the moment... and also distracting attention from her "assistants" casting the real spells.

Trixie suddenly pointed a hoof to the back of the hall. "Voila!"

And out of the blaze of light, Tasjen stepped in through the doorway. The watchpony blinked in surprise, then advanced up the carpet. He glanced to the left and the right, somewhat anxiously. And found, to his great surprise, that the other nightmares now regarded him with a kind of reverent awe. After all, he had been banished to the Moon, and come back to tell the tale.

Trixie nodded to him, winked encouragingly. Don't blow this, old-timer! she thought fiercely.

Tasjen hesitantly approached the nearest of the nightmares, found they were eager to speak with him, to press their concerns upon him. And to allow him to bring them before the Mistress, in their stead.

The watchpony trotted up the aisle, speaking quietly with those he passed, hearing the same concern repeated over and over. On reaching the dais, he flung himself down at the base of the stairs, fearful and anxious.

"Mistress!" he called up. "None of thy subjects question thy restored power, thy authority. Or the might of thy Great and Powerful ally." He nodded to Trixie, who couldn't help but preen a little at the compliment. "Yet there is one we fear," Tasjen went on. "One who casts a pall over our lives, threatens our very existence..."

"Yes?" Luna replied, struggling to keep her voice steady. "Who might this be? Where might we seek them?"

With a shaking hoof, Tasjen pointed upwards and to the right, through a tall side window. It looked out upon an expanse of mist-wreathed night sky. Framed in it was a single massive spire, far in the distance, rising high in the starry darkness. At its summit was a broad chamber, ringed with open arches. Within, flickering red firelight shone, as of an eternally roaring flame.

"The Watcher..." Tasjen said, his voice catching in horror. "... the Watcher of Shadows!"

Trixie stared up at the tower, swallowing nervously. Well, she thought grimly. We had to find out, didn't we? She took a deep breath, drew herself up. And swung to face the audience, her stage-persona firmly in place.

"Huh! The Great and Powerful Trixie is of a mind to go and... have a word with this Watcher, whatever it might be. Persuade it to mind its own business. Certainly, it should prove no match for such as Trixie!"

This proclamation was met with stamping, roaring assent by the assembled nightmares. Tasjen, quickly reading the room, bowed to Luna.

"Mistress! Thy subjects would be eternally grateful if thou would send thy powerful ally to deal with this threat."

Determinedly keeping a proud look plastered on her face, Trixie turned to the throne herself. And found Luna was also staring up at the distant tower in fascination... and apprehension. The Princess turned to look down at Trixie. "We are... reluctant to send our valiant ally in our stead. We should prefer to defend our subjects ourself. However..."

"Think nothing of it, Your Highness!" Trixie waved a hoof nonchalantly. "Your place is here, watching over your subjects. Trixie is only too happy to be of service. Whoever or whatever this Watcher is, I'm sure it shall prove no match, no match at all, for the awesome might of the Great... the Powerful... uh... Trixie..."

For a moment Trixie faltered, her voice trailing off. She nervously wondered whether she'd finally gone too far, bitten off more than she could chew...

... then she felt a hoof touch on her shoulder. It was Twilight Sparkle, smiling reassuringly at her.

"You won't be alone, Trixie. You'll have your entire team backing you up on this. Right, girls?"

The others crowded around, nodding in agreement. "Absolutely!" Sunset said. "Can't leave us behind!"

"Not a chance!" Starlight added.

"Right with you, Trixie!" Moondancer said.

Even Tempest was smirking, nodding at Trixie approvingly.

Trixie stared around at them all, inexpressibly grateful. "Thanks, everypony..." she whispered.

Then she swung to face the audience, nodding archly. "Yes, thank you! Thank you all, my humble, supportive assistants! Your help shall likely prove completely unnecessary, yet it is greatly appreciated."

She turned and bowed to the throne. "Your Highness?"

Luna hesitated, looking down at her worriedly. Then nodded.

"Go with our blessing, Trixie. If this Watcher may be reasoned with, do so. If not, then... do as thou thinks best. Nacht!" she snapped, turning to her guards. "You will escort them. See they come to no harm. Guard our finest of friends, as thou would guard us."

The nightmare bowed formally. Then he turned and marched down the stairs, motioning with his head for several of the other nightmare guards to join him. They came to a halt before Trixie's group, proudly and fiercely ready.

Taking a steadying breath, Trixie turned next to Tasjen.

"So, uhh..." she said, "how exactly do we get to this tower?