Midnight's Nightmare

by G33kySt3v3


The Mentor

17 Years Before The Return of Nightmare Moon, Deep In The Badlands

It had only taken a couple hours for Beatrix to get packed up to leave Equestria with Midnight Sparkle, but it had taken a couple days more for the alicorn to return and state she was ready to take Beatrix back to wherever Midnight had come from. Not wanting to waste magical power, and desiring to use her wings, Beatrix had collected herself and her things on Midnight's back for a flight. Beatrix had decided to use this opportunity to better learn about the alicorn that was going to mentor her.

“Miss Midnight?“ she started, but was quickly cut off by a sigh from the mare below her.

“Please Trixie Lulamoon, now that we are leaving Equestria, I must insist you use my real name, instead of that persona I created to put fear into the hearts of Equestria’s citizens almost a millennia ago, ” the alicorn began. “My real name is Twilight Sparkle, but you may refer to me simply as Twilight, ‘twil make things easier for both of us.”

Beatrix paused, she had heard of Midnight Sparkle before, but to learn that she existed, and was a fabrication even to the mare who first created the name was a lot to take in. “Okay– Twilight, you mentioned in Las Pegasus that you’re the alicorn of magic and stars. What are stars?”

“Oh!” Twilight flinched in surprise, but quickly righted herself again. “I forgot you wouldn’t know what those are. The stars were a tapestry I weaved every night as a gift to Equestria long ago after I became an alicorn. But after the citizens betrayed me, I decided they were no longer worthy of them, and I hid them from Equestria and the surrounding lands.” Twilight turned back to see Beatrix, “Surely you took notice of my cutie mark?” Beatrix only nodded. “Well, that’s what a star used to look like when you could see them in the night sky. The sun itself is actually a star, but is much closer than any other to our planet. The rest are so far away that they’re only visible as pinpricks of light in the night sky.”

Beatrix could only nod mutely in response, trying to figure out how to respond to that. It wasn’t every day you heard that the sky used to be filled with tiny versions of the sun every night after all. “Does that mean Trixie will get to see the stars when we get to wherever we’re going?”

Twilight again turned her head so she could see Beatrix, “Yes, I love my stars too much to hide them from view to my home in The Badlands, and while you’re probably not the first Equestrian in 900 years to see them, you’ll certainly be the first to know of their existence before you left Equestria.”

Beatrix was quite excited to learn about these stars, but found herself worried about something else her new mentor had said. “You live in the Badlands?! Isn’t that place super dangerous? What if Trixie runs into monsters while you’re not there and gets eaten or something?!”

“Calm yourself Trixie, my little portion of the Badlands is quite safe from anything else calling that place its home. Trust me, when you’re the most dangerous thing in the Badlands, the other creatures tend to give you a wide berth. The only other creatures you are likely to see are the changelings that serve my friend and I, and occasionally my brother Spike.”

Again, Beatrix was left with more questions than answers, not knowing what a changeling was, or why a pony would be named Spike. She decided to start with what was likely the easier question, “Spike? Is he an alicorn too, or is he immortal some other way?”

Twilight chuckled before eventually responding, “Oh no, Spike’s no alicorn, and he’s less immortal than I am, but he’s still going to live for much longer than most creatures on this planet. Spike’s a dragon, and I call him my brother because I hatched him from his egg when I was only seven years old.”

Beatrix was getting really annoyed with these answers, none of them got her any closer to understanding the alicorn before her. They only seemed to bring more questions. “Ooh– kay then. Trixie has never heard of a changeling before, what are they?”

This time Twilight giggled at the question, having forgotten just how rare information on the reclusive race was for Equestrians. “Ah yes, I suppose you wouldn’t have heard of them before, little is known about them in Equestria. The changelings are a race of insectoid pony-looking creatures that have the ability to take the shape of almost anything. They use this power mostly for defending their hive or procuring food for it. Changelings are emotivores, as such they can devour the emotions of other living creatures, usually at little cost to the one being feasted upon. Though, the emotion they find the most filling and tasty is that of love, and the easiest way to procure it is to take the form of a creature’s loved ones, and feed upon that love. You will likely meet my friend Queen Chrysalis before meeting any of the others, please be polite when you meet her, she can be quite testy if she does not feel she is getting the proper amount of respect.”

“Wow, a whole race that doesn’t eat anything physical to prevent starvation? That’s incredible, but also sounds a little weird, you’re sure it doesn’t hurt to be fed on?” Beatrix asked, now focused on this subject and the cool things she could do on stage if she had a changeling assistant.

“Hmm, perhaps being fed on does hurt the first time you experience it, I myself can’t really remember. Though, my experience is quite unique from most who experience it, because I willingly allowed the process to happen, and I knew it was going to happen. Most don’t meet either of those conditions, and will often become exhausted afterwards, though recover with a good rest. You will probably get to experience some form of being fed on when we arrive, so you’ll have an answer to your question then.”

Beatrix now had only one question left that she wanted answered today, but wasn’t sure what to expect from asking it. “Trixie, needs to know one last thing then, you mentioned Trixie would become part of your plan for world domination, why are you trying to accomplish that?”

Twilight chuckled again, this time devolving in a full-belly guffaw, before finally getting ahold of herself after a full minute. “I did say that, didn’t I? Well then Trixie, I apologize, that was just me being dramatic. I really only seek to rule Equestria, the rest of the world isn’t who wronged my fiancée and I millennia ago. You may find it hard to believe this, but Equestria was once ruled together by four princesses and now Celestia rules mostly by herself with Princess Cadance occasionally providing support for various issues. I was one of the princesses that used to rule alongside them, but Celestia allowed herself to become blind to the plight of the alicorn of the moon and I. Celestia was adored by our subjects and she let it go to her head, causing us alicorns with affinity for the night to become shunned in favor of Celestia’s day. One day, we could eventually take no more, and rebelled against Celestia. It was a long battle but eventually Celestia defeated us– “ Beatrix couldn’t see it because Twilight was facing away from her, but Twilight shed a tear as she continued the tale. “I escaped and vowed revenge, and have been planning for it ever since.”

Beatrix couldn’t believe what she had just heard, Princess Celestia hadn’t always ruled alone? And she hadn’t always been the wise and kind ruler every adult told her she was? She wanted to ask more questions about it but was cut off by Twilight speaking up.

“We have arrived, Trixie.” And Beatrix couldn’t help but gape in awe at what stood before her, there was a castle, built upon any foundation it could find in the mostly sandy area of The Badlands. It was as grand as the pictures she had seen of Canterlot Castle, but had a few key differences. The marble used to build the castle in Canterlot was as white as Celestia’s coat, made to make you think of the mare ruling the country from inside. But the material used to create the castle before her was a deep dark black, evoking the image of the night, and the tall spires had rooves of purple or blue instead of the gold used in Canterlot. But Twilight wasted no time in a tour, instead flying straight for an opening in the ceiling Beatrix believed would house a throne room. Sure enough when they landed on the floor Beatrix was able to view a wide open room with stained glass windows similar to the ones she heard were in Canterlot. The room seemed to be lit by several purple chandeliers hanging from high above that held candles of black wax, though the flame on top of them was not ordinary. Instead of the normal orange flames associated with fire, the candles glowed a bright white that was quite striking against the otherwise dark interior.

Finally, Beatrix’s eyes fell upon the raised dais where she found not one, but two thrones. The first on the left caught Beatrix’s attention first, as she had not expected to see anything like it. The throne was somehow darker than anything else she had seen so far, seeming to have been masterfully cut from the highest quality obsidian anypony could find. At the top of the obsidian throne was a carefully cut quartz, shaped like a crescent moon, and laid upon the seat was a deep purple pillow, the same shade as the violet stripe going through Twilight’s mane. The throne to the right of the first one was what Beatrix had been expecting to see, this throne seemed to have been made from a more standard material, painted lavender to match Twilight’s coat. On top of this throne was a beautiful tourmaline gem cut into the shape of Twilight’s cutie mark, and upon the seat was a deep blue pillow. 

Beatrix began to turn to Twilight to ask about the second throne, but something else caught her attention, or more appropriately, someone. Standing to the side of Twilight’s throne was a creature that Beatrix could only assume was a changeling, though when she had first imagined them, the creature before her had not come to mind. The changeling blended in slightly with the dark marble building around them, since what could be chitin was colored a slightly lighter black than the wall behind them. That wasn’t what made the creature stand out however, instead everything else just seemed to scream look at me. 

The changeling was as tall as Twilight with long thin legs that had holes riddled throughout the bottom, actually most of their body seemed to have holes at the end somewhere. The changeling’s teal mane and tail for example were fine near the base but got ragged and hole-riddled the further the hair got from where it started. The changeling had wings spread out behind them, and like the rest of their body, their wings also had holes riddled throughout. There were even some cuts into the edges where circular holes couldn’t fully form, if the creature could use them to fly, and how it worked, Beatrix had no idea. Also upon their back was a bright green piece of their body that looked sort of like a shell, though since the wings were not hidden beneath, Beatrix actually had no idea what purpose it served. 

Beatrix raised her view higher and found that there were actually some gray spots in the changeling’s neck, like their body was going to form holes there, but hadn’t quite gotten around to it. Finally Beatrix got up to the head and found three things strange, upon their head were two of those things. First, Beatrix saw the horn of the changeling, a long jagged extremity that also seemed to want to evoke the image of holes, since had it not been jagged it would’ve looked like a normal horn with a slightly wider base than most. Second, behind the horn was something that looked like a crown, but also seemed to be part of the changeling, probably marking them as the queen that Twilight had mentioned before. Finally, glancing just slightly down to view the face of the changeling, Beatrix viewed the third strange thing as the eyes of the changeling staring right back at her. Actually, the changeling did not stare as much as they leered in annoyance. Beatrix found herself entranced by those bright green eyes and slit pupils, almost not able to believe that the beautiful creature before her was actually real. That thought however stopped the rest of the train, and she quickly turned her head and glanced away to try and hide the blush evoked by said thought.

When Beatrix glanced back at the changeling she was surprised to find the expression changed into one of mirth, in fact, the creature seemed to be barely holding onto a laugh. Then, when the changeling caught sight of Beatrix’s bewildered face, loosed a deep two-toned chuckle that bounced off the walls in the strangest echo Beatrix had ever heard, and continued for a full minute before the changeling regained their composure. Finally, the changeling spoke, and Beatrix was confident enough to assume that she was listening to a female. “My, my, this just got a lot more interesting than I thought possible, “ the changeling started. “When Twilight told me she was going on a trip to Equestria to find a suitable pony for her plans, I scoffed at the ridiculousness of it all. Even now, seeing she has brought back a nymph instead of someone more capable, I grow weary of Twilight’s plans for us all. So listen well child, I am the Changeling Queen Chrysalis, and if you disrespect my name for any reason I have not allowed, you will quickly find I am not as forgiving as your mentor to be. For now however, your childish emotions have brought me mirth that I have not felt in centuries, and for that you have my gratitude.”

Beatrix could only gape at Chrysalis, not quite sure how to respond. Instead she glanced to her new mentor, trying to find some way to proceed. No respite was found there either since Twilight was rapidly approaching the dais. Twilight climbed the steps in rapid succession causing Chrysalis to glance at the alicorn, only for her face to morph slowly into a look of horror at whatever she saw on the face of the approaching alicorn. “Twilight wait! Not with the child here!”

Instead the alicorn leapt from the last step over the dais and tackled Chrysalis to the ground, with a happy shout “Chryssy!" Twilight then planted a forceful kiss on her lips, quickly deepening it when Chrysalis became all too willing to reciprocate. Beatrix could only stare wide-eyed at the scene before her, having never seen such displays of affection. Though, something else somehow caught Beatrix’s attention, and she quickly turned her attention to the gray spots she had seen on Chrysalis’s neck earlier. As the kiss continued the spots on Chrysalis’s neck seemed to vanish to the same shade of black as the rest of her chitin, and then finally Twilight allowed Chrysalis to pull back. "You didn’t tell me you’d be here when I arrived back with my new student! If I’d known I would’ve dropped them off before coming to the throne room.” Beatrix was just barely able to see her new mentor smirking at the changeling below her while Chrysalis panted for breath.

When Chrysalis finally caught her breath she looked up at Twilight with exasperated indignance. “Must you have used that infernal nickname in front of the child? You know that I want no one else to know of it! Though, I suppose if you’d greet me like that every time you go on little trips I’d tell you to go on them more often, even if I am upset you wouldn’t let some of my changelings follow you.

It was as Twilight was about to respond that Beatrix found her voice, “Trixie has a name Queen Chrysalis! And Trixie would appreciate it if you two would cease making her so uncomfortable!”

Twilight gave a start, and glanced her way, as if just realizing Beatrix was there. “Ah yes, where are my manners? Chryssy, this is my new student Trixie Lulamoon, and Trixie, this my best friend Queen Chrysalis.”

“Best friend?!” Trixie started in astonishment, “You just had a full on make out session with her! Trixie was left to assume this was that fiancée you mentioned earlier!”

That caused Chrysalis to burst out laughing, and Twilight to grin unashamedly. “Ahaha no, child, Twilight has made it quite clear that only one mare will ever hold that title, and when she finally returns, it is unlikely that wife will not quickly become the title instead. Though, I have repeatedly told Twilight that if she wanted to make it official she would not have to wait for me.”

“And I always tell you that I would wait a millennia more if it meant I got to be with her instead. But she was very accepting of our open form of relationship, and what I have with both of you is special, and you know that.”

“Who is she? Trixie does not appreciate being left in the dark like this!”

That caused Twilight to frown in thought as she turned her head back to Beatrix, and for the first time since meeting Twilight, Beatrix saw the indifference that Twilight had given to the stallions in Las Pegasus when she had defeated them almost at the same time as ignoring them. “Ah– Trixie, you must understand something about me, I am a millennium old and once placed trust in someone I believed would never do me wrong. Then they single-hoofedly committed the worst act that has ever been committed against me before or since. The knowledge you seek is not something I am willing to trust you with yet.” Beatrix visibly wilted at that, not having considered the possibility of such a thing. “Fear not my young student, if you show the qualities that I need in you quickly enough, it will soon become necessary for you to learn the details of who she is.”

Beatrix perked up at that, certain that she would impress her new mentor as soon as her lessons began, nothing had stopped her before! “For now my student, you should go and rest, I chose to bring you here as early in the day as possible, as I myself prefer a nocturnal lifestyle, and so you will learn to live one as well. Don’t worry about finding your way, as soon as you give your assent, I’ll teleport you to your new room along with your things, and you can get to bed as soon as you want.”

Beatrix wanted to ask more questions, there was just so much she wanted to know, but impressing her mentor probably didn’t start by defying her right away, so she nodded that she was ready to go. “Oh, one more thing, teleporting for the first time can be an– interesting experience, try to keep your eyes and mouth shut.”

Of course, Beatrix opened her mouth and glanced up at Twilight to ask what she meant, and was promptly teleported across the castle to her new room. As Beatrix’s eyes spun and spun with the images she had witnessed in quick succession, she became unable to hold herself up, and fell to the floor while puking out the measly breakfast she had had before leaving with Twilight that morning.