The Pony Guard (Season 5)

by MXCDarkHorse2020


Episode 25: Scare Master

Episode 25:

Scare Master

It was that time of the year again. The time where ponies and Pride Landers are laughing and screaming about. The time where they see plastic spiders, pumpkins created in the form of Jack-O-Lanterns, cobwebs, and scary clowns all across town. The time where said holiday of the month is NightMate Night.

Ponies all around were dressed in their most frightening costumes they can think of as usual. From vampires, mummies, zombies, changelings, minators, werewolves, witches, lions, and tigers and bears, you name it. Although there were some that chose to dress up in not so scary costumes so as mermaids, fairies, princesses, roller-skates, astronauts, soldiers, knights, superheroes, bumblebees, ninjas, and heck even cute and cuddly look penguins.

The best part of it all especially for the children is all of the fun scares and candies they could eat until they can’t no more. It is a children’s dream come true for every pony and a holiday worth going out and celebrating over...

…well with one sole exception hiding out in the cottage where many animals and critters are all residing alongside their favorite caretaker as it was no secret that NightMare Night is her least favorite holiday.

Fluttershy flew from corner to corner, pulling down the shades of her cottage windows with great speed that would make Rainbow Dash proud of her. To her it’s like watching her help her give the other Pegasus ponies the wingpower they need to transport water to Cloudsdale. After pulling down the last shade she heard the sound of clattering from the windows to which had Fluttershy having chills shuddering down her spine.

"Fuzzy Legs, do you think you could secure those windows?" She asked her tarantula friend who was more than happy to oblige before joining Fluttershy along with all of the other animals inside with her.

"And you'll alert me if anything scary comes close to the cottage?" she asked her bird friends who chirped happily in response. "Oh, who am I kidding? When something scary comes close to the cottage!" The birds chirped happily none of the less.

Even though she has taken baby steps to tame her fears, Nightmare Night however for some reason just always gets to her. Compared to the many dangers she’s faced alongside the Lion and Pony Guard, this however takes the cake that no icing can spread to help smooth it over.

She flew up to her bear friend, Harry to ask of him. "Please tell me my hiding place is ready."

Harry growled and nodded and lifted up the helm of Fluttershy's bed. The pony peeked underneath and sighed in relief. "Oh, look, you've filled it with everything I need to survive this awful night."

Her animal friends had made Fluttershy her own private bunker, complete with soft pillows, teary bears, her favorite books, a jar of peanut butter and some bread slices for her to snack on, a lantern and even a few vases with flowers to pretty her sanctuary up with. The ideal place for her to spend her Nightmare Night in.

"Thank you. Thank you all! Now I don't have to step a hoof outside until this whole thing is over.” Unfortunately for her tempted fate is against her when Angel lightly tugged on her mane to show her his empty bucket. “Oh, no! You don't have any carrots? Do we have any other fresh veggies you may enjoy? Or maybe some hay?" The other animals knowing Angel very well sadly shook their heads leaving Fluttershy to gasp in horror of what this means for her. "Oh my! Now that means I'll need to go out… on Nightmare Night?!" She could only look out her window in fear as she looks out to her surroundings in a near paralysis state just so she can retrieve what she needs in order to feed her pet bunny.


After shaking it off, she managed to muster up enough courage to go out during the Nightmare Night celebrations as she makes her way to get the necessary groceries she needs to make it through tonight. All while looking around nervously and hoping that the biggest source of her trauma isn’t around lurking in the shadows.

So far as she walked across town all she saw were the Ponyville residents in costumes going on about with the holiday as usual. Didn’t ease the Pegasus’s fear of them even though they were just costumes. During her walk she came across ponies preparing for their NightMare Night festivities. It had herself thinking why is it so hard for her to have fun on this holiday…at least until she remembered why.

She then heard three little foals singsonging happily as they walked pass her, one of the very good things she can feel comfortable being around.

"Nightmare Night, what a fright! Give me something sweet to bite!" They chanted and showed Fluttershy their sharp vampire fangs that are a part of their costumes to which had the frightened Pegasus gasp and fly away in a flash. What the confused fillies didn’t realize is that said fangs gave her a brief flashback back when she briefly became a vampire fruit bat. Said memory that only served as another reminder of why she ultimately fears the holiday itself.

Fluttershy flew upwards and decided to just fly over to Pride Rock with only one single goal in mind. Fetch Angel and ditch the castle so she can back to her to her holiday sanctuary. In just a few minutes she managed to fly through the portal and arrive at Pride Rock thanks to her quick sprint of speed during her brief rush of fear-filled adrenaline. She took a breath to try to compose herself as she made her way up the steps and towards the caves itself.

"Hello? Anybody here?"

“Hey, Fluttershy!”

"AAAAAAHHHHHHH!" Fluttershy quickly sprinted right by him and up in the air in fright while knocking the honey badger off of his back.

“Oops.” Bunga took off the glasses that Pinkie wore when trying to spy on the gang who were trying to secretly prepare for her surprise birthday party while getting up from the ground. “Sorry. I didn’t mean to scare you let alone without even trying.”

“Bunga?”

“Yep that’s me.” He presented said glasses again while rubbing his now sore ribs. “Just thought I’d play the doorman when heard someone coming near the lair and give a good ole greet then scare. That is of course before seeing that it’s really you.”

“Well… I um…I appreciate the gesture.”

“Thanks! So anyway, what brings you here? I thought you’d be holed up in your home tonight.”

“I was. But then I realized I forget I let a friend of mine here in the Pride Lands.”

“Really? Like who?”

“Angel.”

“The bunny?! The mean little devil that made off with our super-duper-triple-chocolate cake just after we completed it? while Pinkie, Rainbow, Kyoga, and I were in Griffonstone!”

“Yes.” Fluttershy returned feeling a little upset hearing that.

“Fluttershy…” Bunga said upon realizing his error. “…you know I only say that because he is not all sweet and innocent inside, right?”

“Yes, it’s just I can’t believe he ate that whole cake by himself. It took weeks of little to no eating for him to burn off all of that weight.”

“Ha! Serves him right!” Deciding it was best to change the subject. “Anyways, I think he’s with Beshte right now. From what I hear, Beshte wanted to be sure he is good hooves while behaving himself while he helps the Lion and Pony Guard keep watch over the Pride Lands. Just in case the Outsiders try to take advantage of the holiday and try to wreak havoc tonight to which if they’re smart they’ll think twice before messing with us.”

“Then why are you here?”

“Because Kion wanted someone to watch over the entrance to the lair in case someone tried to get in and I’ll gladly and bravely volunteered for the job. Don’t want any of our enemies discovering the hidden secrets of the Pride Lands Past now do we?”

“No, I suppose not.” She meekly admitted.

“Don’t worry!” Bunga assured. “They’ll be back in just a little bit. As long as they stay to their territory we should be all in for a great night of fun.”

“Yes.”

Much like last year since the two worlds were coming together, both kingdoms have gotten into Nightmare Night. With candy, costumes, and fun games and scares involved the Pride Landers were all onboard with the celebration.

“Not to worry, good ole Bunga is here to protect you and will be more than happy to escort you inside the cave so that when everyone arrives you can just scoop up your cute fuzzy wuzzy friend and get on home. Does that sound fair? I’d like to say yes.”

“Yes.”

“See! Great!”

With that said the two went inside the cave so they can wait for the rest of their friends to show.

Once inside the cave Fluttershy was relieved to see there were hardly any spooky NightMare Night decorations, aside from a few pumpkins and NightMare Moon ornaments that are all there merely for decoration.

"Kion? Hello?"

She immediately froze in place once she heard footsteps approaching, followed by the silhouettes of what appeared to be some creepy figures coming at her from down the tunnel. Just like before with Bunga, Fluttershy's instances kicked in and she got into the same defensive stance, ready for whatever came her way, regardless of how terrorized she is inside. As the creature came closer she screamed while preparing to swoop over to fly by with all of her wing power to make her escape until said figures emerged from the shadows. Specifically a certain, young dragon and mandrill.

“Ooh! That is horrifyingly great!” Makini complimented.

"You think it's scary now, just wait until it's done." Spike proudly commented to Makini who are both already wearing their holiday costumes.

Spike's wearing a brown pangolin costume, complete with the dark sharp scales on his back while Makini is wearing a bright sky blue and pink Breezie costume, complete with the tall antennas along with blue and pink springs on her boots that had her jumping up and down very high everywhere she goes, including right now.

"Wow." Fluttershy softly spoke still frozen in terror upon seeing what she is seeing not out of shock nor that she didn't like them (they were really great in her mind) but because of the holiday itself giving her the paralyzing creeps.

"It's okay, Fluttershy. You don't have to like them." She assured there are no hard feelings."

"No, it's not that." Spike said before realizing something when he noticed that they are talking to Fluttershy. "Hey, wait a minute! It's Nightmare Night and you're here and not holed up in your cottage!" The little dragon smiled with excitement with hope. "Does this mean what I think it means?"

"That I foolishly forgot Angel's play-time with Beshte so I came all the way here from Ponyville to pick him up?"

Spike dropped his shoulders in disappointment upon hearing that. "Oh. I thought maybe you decided to come out with us tonight."

"Goodness, no! I couldn't be out tonight. I just couldn't."

"You are now!” Bunga pointed out.

Fluttershy blinked as the realization hit her. This whole time she had managed to bypass so many of the things that would naturally frighten her, and she even knocked Bunga onto his back in an act of self-defense.

"Oh. I guess that is true." Fluttershy then squeaked in fear when a figure with wings loomed over them. She quickly spun around and kicked him in self-defense…which turned out to be no other than a friend of hers. ”Kion! Oh my! I’m am so, so, sorry I thought you were Mzingo there for a second."

“It’s okay!” Kion quickly assured all is good. “Actually pretty good form there!”

“You can say that again!” Bunga said in agreement. “She actually got the drop on me just a few minutes ago. A pretty nice drop-kick there I might add.” He patted his sore ribs from the earlier impact as proof.

"Wow!” That’ll definitely come in handy someday. But with enough said and done. “So anyways, Fluttershy! It is sure is quite a surprise to see you here today!" Kion greeted just when Angel Bunny leaped down from his back wearing yellow paint and red leaves to resemble a fully grown lion like his father and grandfather while carrying carrots in his paws. "And yeah, he insisted I'd use my magic to get him carrots and tryout the look my friends had during the recent Ukumbusho Celebration." Said bunny growled like a lion to which had Fluttershy flinching a bit at the very sight in fright.

“Speaking of celebrations since you’re all done with patrol for the day…” Spike then spoke up. “…why don’t we all get together so we can partake in Nightmare Night, Fluttershy included?”

Kion looked on unsure at the idea knowing what it would mean for their timid friend. “I would, but you do have to remember that Fluttershy’s not really into Nightmare Night, Spike.”

Hearing this left Fluttershy further downcast and ashamed at her own paralyzing fear towards the holiday as Makini stopped hopping and bouncing in place. If only she could overcome it she wouldn’t be missing out on all of the fun the holiday has to offer. Her friends would have wanted it that why, but she can’t find in it in her to overcome it no matter how hard she tries.

"But why?" Bunga asked. "Compared to facing off against many bad guys, how is this holiday any different?"

"Bunga!" Kion sternly scolded.

"I don’t know why." Fluttershy spoke up to answer his question knowing that full well that it’s true. "I just am." She felt Kion’s comforting paw on her shoulder while an assuring smile to match.

"Because something really bad happened to you when you last tried to celeberate holiday isn't it?" Makini correctly figured out to the pony who can only look aside very timid and in shame. "Along with something very unspeakable too?" Even though she didn't reply that's all it took for her to understand why. "I see. Well, if it's any comfort you're not the only one who has goen through something like this and it's not uncommon for others to have irritonal fears."

“And that’s nothing to feel ashamed about, Fluttershy…” Another familiar voice with wings commented as she appeared inside the lair. “…it’s perfectly normal to have that kind of feeling whether it’s one thing or another.”

“Twilight?”

“Hello, Fluttershy.”

“What are you doing here?”

“Checking up with Kion to let him know that the Outsiders are all holed up in the Outlands and still haven’t made another move since our encounter with Scar a while back.”

“Oh. That.”

“That’s good to hear!”

“That said…” Twilight then said with her attention more focused on Fluttershy. “… I couldn’t help but overhear your little problem with Nightmare Night and I thought I’d might chime in a bit on it.”

"Like how?”

“Well, take me for example. For someone who’s faced off against Scar and many other villains before him, I too have something I fear. Something that’s admittedly very silly."

“Like what?”

“Quesadillas for starters, and of course, ladybugs.”

“But why?”

“For quesadillas, I don’t know and to be honest, I can’t quite remember why exactly whether it was me having a bad day on my first day of school or if it was one of those mean pranks my jealous classmates pulled on me. But anyways, for some reason something about them is what gets me. I mean it’s just that they’re so…cheesy.” She shuddered at the last part before shaking it off. “And for ladybugs, well that’s an easy one thanks to my brother convincing me that their extra eyes are always watching me when I was a filly.”

“Really?”

“Yes…” She quickly turned to Bunga with a glare. “…and don’t you even think about trying to prank me like that?”

“Who me?” Bunga tried to play innocent while tossing said quesadilla and ladybug aside. “I would never do a thing like that!” He then wisely scooted away but not without fetching the ladybug for Fluttershy’s sake she clearly didn’t like the sight of nature cruelty before her eyes.

“Anyways, the point being you’re not alone there. Everyone has something they’re scared of. Even me, Kion, the princesses, and the king and queen of the Pride Lands. Most likely what you’re dealing with is an emotional wound that you never fully recovered from back from the last time you truly celebrated Nightmare Night. For Kion, is of course becoming like Scar. For Simba and Nala, much like Mufusa’s is the thought and sight of their own children being in danger and nearly losing them. From what I understand is that you probably had someone in the past severely traumatize you and made off with a lot of candy to add insult to injury, right?"

“Yes.” She admitted but truthfully doesn’t really want to talk about.

“Oh really, like what?” Bunga asked.

“Well…for starters in your case…” Twilight said sternly in his direction for pushing the matter needlessly. “…you are afraid of mummies.” She magically had one appear right before him.

“Zoinks! Mummy!” He screamed before hiding behind Kion. “Keep it away from me!”

Twilight continued to allow said mummy in her telekinesis control to chase him around much to both Kion and Spike’s amusement for a good minute before finally making said mummy disappear in a flash just before he could approach and corner him.

Bunga who was covering his eyes bracing for impact sighed in deep relief upon seeing that his worst fear has vanished in thin air literally. “Phew! That was close! I hope that never happens to me again.”

“Don’t get your hopes up.” Spike teased to which Bunga pouted at in response.

“So anyways…” Twilight then turned her attention back towards Fluttershy. “…it’s perfectly normal and many of our friends can relate with you there. That said if you don’t to participate in Nightmare Night, that’s fine. We won’t hold anything against you. If you do great. The door is always open. So…since our patrol is a success and you now have Angel, shall I fly you back home before I join with the others in the Nightmare Night celebration?”

“Um, actually…” Fluttershy spoke up otherwise. “…if you don’t mind I would actually like to join you guys and girls this time.”

“Really?”

"Are you sure?"

Both leaders of the Guard asked with their ears perked up though not getting their hopes completely up.

"You think you can handle it. We don't want to put you up to something if you don't want to do it." Makini also reminded.

"Yes. All of those fun activities, the treats, the games, and the costumes you’d get to dress in. I want to be able to join in on what I couldn’t find in me to partake in all of these years. Plus I also want to be able to conquer my fears too. If anyone else can, so can I."

“Okay.”

“All right.”

Both Spike and Bunga quickly approved of Fluttershy’s bravery in wanting to give it a try.

“If you’re up for this, then we support you.” Kion said with a proud smile.

“Every step of the way.” Twilight added equally proud as Fluttershy smiled in return ready to give it a try with the rest of their friends.

"Welcome to Nightmare Night, Fluttershy!" Makini complimented while placing a party hat and a horn in her mouth which she made a sound when she blew into it.


Later on that night at Twilight’s castle…

"And then it got very, very quiet and suddenly they realized the balloons had never been inflated!"

The rest of the Lion and Pony Guard all (expect for Kyoga of course) screamed in terror right before they started to laugh. They were all gathered upstairs in sharing fun ghost stories. They were mainly meant for both terror and humor.

Bunga then took control the lantern and began telling his ghost story, "Okay, I've got one. It's called, The ghost of the haunted amusement park of the Crystal Empire! Ooh-aaah!" He wiggled his claws and made a haunting noise with his mouth while shining the flashlight in his own face. "One summer there were three kids heading home from school after winning first prize at the school talent show when they decided to take a short cut through the nearby theme park."

Everyone watched on attentively as he continues.

"So they hopped the fence. They may have heard the rumors, but they were all too smart to believe in, the Phantom of the Crystal Empire!" He leaned his arms forward up in the implied attack. Fluttershy whimpered along with everyone else. "Everybody knows about the Phantom. He wears a long black cape. He has a Genoa Salami for a right leg, and he stalks the park after dark looking for victims to eat." Everyone gasps in shock. "Here's an artist's drawing of what he looks like. None of them were seen again."

The group screamed once more before laughing again. Rainbow Dash rolled down onto the floor, hugging her stomach.
"Dang that's so awesomely scary!"

"Where did you hear that story from?" Pinkie asked.

"From one of the goth girls from the Crystal Empire." He replied. "I'll have to thank her the next time I see her."

Rarity's turn was next and she levitated the lantern. "Nice story, Bunga. But did I ever tell you about the night that the mannequin came to life and haunted all the costumes?"

"What happened?" Bunga asked.

Rarity gave him a deadpan look in response. "I just told you, darling. A mannequin came to life and haunted all the costumes."

“Of course.” Kyoga commented like it was nothing new to her.

Pinkie Pie squealed and fell backwards onto the floor, pretending to pass out. As fun as this was, an unexpected voice made them all scream once more.

"Hi, everypony."

"Ah!" Everyone inside the room all yelped in fright before recognizing who’s voice that came from. Fluttershy’s. Twilight having arrived alongside Kion, Bunga, Makini, and Spike. turned on the lights of the room as the other’s all got up to see their friend, amazed to actually see her here for a change.

"Fluttershy, what are you doing here? Is everything okay?"

"Everything is fine. In fact, it's more than fine. I've decided to join you in your Nightmare Night festivities."

Rainbow Dash scoffed, "Seriously? You? Out? Tonight?" Rarity nudged her arm to reprimand her for being rude and she needs to show Fluttershy some respect. "I mean…awesome?"

"Every Nightmare Night, I shut myself in my cottage and refuse to come out until morning. But it's just like when I was afraid to sing in front of anypony. If I hadn't given it a try, I never would've found out how much I enjoy it."

"And we'd sure would’ve have been missing out on how great you sang back then.” Beshte complimented to which Fluttershy blushed in response.

"Fluttershy with us on Nightmare Night?" Bunga said with glee as he stood up, "That's Un-Bunga-veilable!"

"Amazing?" Rarity commented. "Why, it's positively the most wonderful news I've heard in ages!"

"I know! It does sound crazy when you put it that way, but it's really happening!" Makini excitedly and happily expressed joy.

Fluttershy couldn't help but blush again and feel further pleased seeing this would bring joy into her friend’s hearts.

Pinkie Pie then hopped around happily, "You can get dressed up in a costume with us and play Nightmare Night games with us and eat candy apples with us!"

"Don't forget the best part." said Applejack while wrapping an arm around Pinkie Pie, "Goin' through my family's corn maze! Makuu added some spooky additions, although he did promise it was nothing too scary not wanting anyone else to be frightened and reminded of him before he became a good leader."

"Oh, right. The maze." Fluttershy said now feeling nervous and edge upon hearing that until Twilight placed a hoof on her shoulder to calm her down.

"Only if you want to." She reminded.

"Oh, I am! I am ready to take on Nightmare Night!"

The rest of the team cheered happily at the news…while Fluttershy cringed and flinched at the sudden loud cheering. Twilight still placing her hoof on her back smiled in return to assure her it’s all good.

"Just practicing." Fluttershy returned with a nervous laugh.

No one complained as they knew they have to be patient with her, considering this is her very first NightMare Night, but they knew she was braver than before.


Rarity took Fluttershy to her hometown boutique, which had the perfects selection of costumes of everyone to get in on the holiday. She searched every rack trying to find the perfect costume for Fluttershy, who stood behind her.

"Mummy? No. Headless pony? No. Vampire fruit bat? Ugh, definitely no. You see, Fluttershy, the beauty of Nightmare Night is that you don't have to dress up as something scary."

"So, what's costume?" Fluttershy asked.

Said pony is already in her costume, she wore a long aqua blue dress with a tail-fin on the end of it with purple shells on her chest, joined together by an purple ribbon wrapped around the dress and her waist along with purple sea-shell shoes on her front hooves.

"I'm the Little Mermaid, at least what I would like as a merlady." She replied. "I mean I know it's not quite how they did it in the book or the movie adaption but other artists can do different ideas as long as they don't stick out and pale to true beauty. But anyways, what you see before is a look of myself in what I would like if I was the Little Mermaid myself. Bold, cool, headstrong, daring, and very charming if I do say so myself." She went back to rummaging through the rack and found one costume, "Ooh! Yes. This one will look gorgeous on you. Period costumes are all the rage this year." She handed her friend the costume, but she did not look satisfied. "What? No good?"

"What if we encounter something terrifying and need to get away quickly? All those layers could slow me down, or worse, make me trip!"

"Oh. I never... considered that. Never fear!" she looked through the options once more and found one she was especially proud of, "Ooh, now this is a real stunner!" she pulled out a simple silk dark dress and an extravagant mask with her magic. The mask was blue with feathers.

"I call it "Masquerade"! Just a simple black dress underneath but with this ornately decorated mask!" she levitated the object near Fluttershy's face but gently shoved it away.

"A mask?"

"No?"

"They can just be so difficult to see out of."

"Yes, but this one has eye holes." Rarity demonstrated by placing the mask over her face.

"W-What about being able to see what's to the left or right of me?"

"I suppose your vision would be somewhat obscured.” Rarity accepted her wishes none of the less. “It's your first Nightmare Night out and about, and we do want you to be comfortable."

"What if I just wear the dress?"

"Oh, sure, dear. That's... fine." Rarity worked up all of her will power not to argue at the idea. She instead smiled and allowed Fluttershy to enter the changing room to put the dress on.

"It's so plain, it's frightening." she said to herself before sucking in her lips. She spun around to see all of her friends already in their costumes.

Ono's costume is a grayish-blue body suit with bat-like wing and a pair of yellow pilot glasses with the left lens cracked. while Bunga wore a blue hedgehog outfit with large spiky hair on the back, white gloves, and red shoes. Kyoga wore a black sleeved leotard with a blue cloak covering her body. Rainbow Dash was dressed as a astronaut complete with a white suit and helmet while Fuli wore a yellow jacket costume complete with a stinger attached on the back.

Pinkie Pie is dressed like a lion with yellow face paint all over her body and a red wig as a mane. A personal choice on her part since she loves to put on face paint on a day like today. Applejack wore a brown fur costume to resemble a lion's from every part of his costume on his body complete with painted on whiskers. Beshte wore a large black furred and muscular gorilla suit with gray muscular skin on the chest.

Twilight' is dressed like a ancient warrior complete with yellow and red colored gladiator armor while Kion wore a black and brown catsuit with brown boots and a mask with white tufts of hair on the side, black gloves, red bandana, and a silver belt buckle with the big letter K on it.

Rarity's eyes sparkled at the sight of them. "Oh, my! Look at all of you! My costumes fit you to a T!"

"Hoo-wee, we're gonna have the best time!" Applejack cheered.

"No kidding!" Bunga stated in agreement while accientally sending spikes flying across the walls in her shop which one ended up shattering a nearby window in the process much to Rarity's annoyance. "Oops. My bad."

"Good thing I didn't bring my staff tonight." Makini expressed in relief due to one of the wings now sporting a hole in one of them to which Rarity was quick to replace instantly. "Thanks."

"Any time, darling."

Fluttershy stepped out of the dressing room, now wearing her long elegant black dress. The others studied her wardrobe choice and were quite puzzled by what exactly she was supposed to be.

"Hey, Fluttershy, where's your costume?” Rainbow curiously asked.

"I'm wearing it." Fluttershy demonstrated her simple assumable, smiling sweetly. But the others were still skeptical on what exactly her theme was.

Pinkie Pie gasped in realization, "I get it! You're a robber escaping into the night!" she said, but Fluttershy shook her head. "You're a ninja escaping into the night!" Pinkie asked again, while doing karate poses, but received the same reply. "You're black licorice escaping into the night!"

"Close. I'm going to a masquerade ball. Without the mask."

If Fluttershy had not said like that then they wouldn’t have gotten it. But truthfully weren’t surprised given that Fluttershy wouldn't want to try on something to what they are wearing but they thought she would be a little more creative than this.

“That’s nice. But I do think it could use something else. Let’s see. What have we got here?” Twilight commented as observed the dress and got an idea of how to give her that creative spark. “Ah.” Using her magic, she levitated a Dracula cape from a nearby clothing rack and tied it gently around Fluttershy's neck. The cape was black with a red undertone and short enough for her not to get caught in anything. Next, she added long red gloves along with a matching black rose to go over one of her ears, along with a red cap over her head. Finally, she added an elegant black sash around her dress with red roses decorated on it. Once she was done she led Fluttershy to a nearby mirror so she can see how much better her costume now looks.

"Now, you're the infamous vampire bandit." Twilight remarked while feeling it suits her friend a lot more now something that her awe-inspired friends can agree on from their smiles alone.


And so, the fun began. Both kingdoms were all bursting with NightMare Night excitement in their veins, where they are all greeted to stands of candy and treats around every corner, children and adults all in their costumes, with some playing jump scares on one another, each and every one of them taking it in good humor. All while Princess Luna herself soars the skies watching very proudly with how more flourished the holiday is compared to last year.

Amongst the crowd are the Cutie Mark Crusaders and Lion Guard Fan Club who took the opportunity to dress up like other various animals in the Pride Lands. Apple Bloom is dressed like a tiger, Scootaloo of course is dressed like a cheetah courtesy of one of her big sister idols Fuli, Sweetie Belle is dressed like a zebra.

Mtoto is dressed like his idol Beshte, Kwato is dressed like Fuli, Kambuni is dressed like Ono, Shakku us dressed like Kion, while Gumba is dressed like Bunga much to his annoyed displeasure and the former's delight. Of all days for Gumba to play Bunga because he was last it had to be today for him.

While the others were either playing games, winning prizes and candy, or laughing at the jump scares, Fluttershy stood idly by watching from the sidelines. Even though she had nothing to be afraid of she just couldn't get herself to enjoy the festival. The pony suddenly gasped when she felt Pinkie Pie's hooves on her shoulder.

"Come on, Fluttershy! You're missing all the fun!"

The two headed to where their friends played the pin the horn on NightMare Night game. Rainbow Dash was next, with her blindfold on she placed the horn very close to the top. Once she removed the blindfold she smiled confidently.

"Good luck beating that, Fluttershy!"

"Go Fluttershy!" Makini cheered.

Fluttershy fiddled with her hooves hesitant to take part of this game, "Well, um, it's just that…"

“...what is it?” Kion asked with concern.

"What's wrong?" Makini also asked.

"It's just, if I'm blindfolded and somebody were to leap out in front of me, I'd kick them away and they'd hit themselves against a wall."

The others blinked twice, not saying a word. Fluttershy did have this defensive reflex where she would fly by, punch, or kick someone whenever she gets spooked and someone getting hurt is the last thing the Guard really needs to deal with today.

"I'm sure it wold be quite painful for said somebody." Makini answered honestly.

"That's fine, darling." Rarity said kindly, "You don't have to do anything you don't want to."

"We're just glad you're here." said Twilight, "Why don't we go find another game we can play?"

Pinkie Pie waved her hand up, jumping in place like a student asking her teacher if she could speak. "Oh! Oh, I have another one I know you'll love! Bobbing for apples!"

The pony dragged all of her friends to where friends and families were bobbing for apples on several buckets of water with both red and green apples inside the tubs. It surely harmless game and Fluttershy was just about ready to join in the fun…that is, until she saw that one of the folks wearing a scary mask startled one person who had just rose up his head from the water, causing him to scream and drop the apple. The two only proceeded with laughing. Fluttershy didn't find it funny if it were her instead, and no doubt she would cause a great big mess if that happened. She looked down at her reflection in the water and the apples popping out.

Bunga was the first to take notice of it. "Fluttershy, what's wrong?"

"It's just that, um... What happens if, when my head is deep down in the water, some kind of scary monster appears? How would I even hear to know I was under attack?"

Once again, the others blinked twice with Fuli and Kyoga rolling their eyes with the latter face palming herself upon seeing that this is starting to get hard already for Fluttershy to get comfortable with the holiday itself.

"Time for candy!" Pinkie Pie said before somersaulting away to keep the upbeat mood of the holiday going.

"It is?" Fluttershy asked feeling confused now.

“Oh yeah!” Bunga cheered and pumped his fists up ready for what he sees as the best part of the holiday. “Time for the good stuff!”

In no time at all, Pinkie Pie came back with several home-made bags decorated with images of her friends, each drawn in crayon. "I made candy bags. Each bag has been made with each of you in mind, complete with each of your favorite candies! You know what they say: You can never have enough candy on NightMare Night!"

"Ha! Awesome!" Rainbow said as quickly she took her bag, which indeed had all of her favorite candies inside of it along with everyone else.

Well, all but Fluttershy, who was insisted by Pinkie Pie to take it. "Here. Take it. Take it! What are you waiting for?"

"Well, it's just... What if when I'm eating one of these chewy taffies, my mouth becomes glued shut and I can't scream for help?"

Pinkie Pie blinked twice and gently took the bag away from Fluttershy so she wouldn't have to worry about such a thing happening. The others, who were already eating their candies, decided to stop just so she won’t feel left out. Seeing this had Fluttershy feel instant remorse for it.

"Oh, goodness. We've only just started to celebrate Nightmare Night together, and I'm already taking all the fun out of it, aren't I?" Fluttershy dropped her shoulders in disappointment, only to have Beshte friendly and gently nudge her in comfort.

"Come on Fluttershy, don't say that." He said with sympathy.

"You're not taking out all of the fun." Bunga commented, only to receive another slap to the back of the head from Fuli. "Ow! Hey!"

"Just, like, ninety per—" Rainbow Dash was interrupted when Twilight threw a dandy wrap at her head. "…Some of it."

"I really wanna do this. But there's just so many things that terrify me about tonight. I know it's not all real but I couldn't possibly predict what might upset me."

Twilight gave it some thought until another idea crossed her mind. "Unless… you were the one doing the scaring!"

"That's a great idea!" Kion approved of it already.

Rainbow Dash arched an eyebrow, "Her scaring us?" She busted out laughing at the idea.

And so did Bunga as he too joined in on the laughter. “Ha! The day that happens is the day I attend to one of her tea parties.”

Both he and Rainbow found it very hard to believe that someone like Fluttershy, could actually pull it off. They slowly stopped their laughing once they found that it is not getting any laughs.

"Oh. You're being serious?"

“As in dead serious?”

Twilight rolled her eyes at both Rainbow and Bunga's remarks before turning back to Fluttershy. "The thing you hate is being scared, but if you're the one doing the scaring, then…"

"Then I can help you all have fun and I can still be a part of Nightmare Night!" She smiled with delight thinking this might be the way to go.

“You up for it?” Kion asked just to make sure she is.

"I think I do! And I don't want to get ahead of myself, but I think I have the perfect idea for how I'm gonna do it!"

Pinkie Pie squealed in delight, "Really? Oh, this is so exciting!"

"Me too!" Fluttershy started making a spooky voice before slowly backing away, "Meet me at my cottage in an hour." she briefly reverted back to her normal voice, "Oh, I'm excited to see everybody soon!" She flew on ahead back to her home so she can make the preparations bursting with excited adrenaline kicking in her energy leaving her friends interested in finding out what she has in store for them.

"You really think she can scare us?" Rainbow asked, still feeling skeptical about the idea.

“Never underestimate even the kindest and quietest of the bunch.” Fuli reminded. “If you’re not careful or have the willpower to withstand her stare then you might as well put your money where your mouth is.”

“Yeah, and trust me…” Ono added in agreement while shuddering at the memory. “…you don’t want to get on her bad side especially since she managed to talk down a giant dragon, tame her misbehaving critter friends, and caused a hungry hawk to fly for the hills. She’d be as mad as a hippo with a hernia.”

“Ooh…I’d quiver with FEAR!” Rainbow returned with a malicious smirk that freaked Ono out upon seeing it.

“Please don’t look at me that way!” Ono pleaded of her when she menacingly approaches her. “Hapana! Help!” He screamed she made a charge at her like she was going to pounce him before quickly retreating to the nearby bucket of water with apples inside it.

Rainbow laughed at his misfortune while Beshte moved to fish him out with his snout before moving to check up on him to make sure he is okay.

“You all right, Ono?”

“Affirmative.” He coughed up water he accidentally swallowed during his brief moment of panic thanks to Rainbow’s quick prank on him who simply shrugged and proudly smiled with no regrets doing it.


Just as Fluttershy instructed, the group arrived at her cottage in an hour thanks to the magic of teleportation from Twilight, Kion, and Kyoga combined. Like every Nightmare Night the house itself was quiet and empty given her own personal tradition but they know that Fluttershy and her critter friends are all inside waiting for them to come in.

“Okay…so where’s the part I’m supposed to be scared.” Bunga asked before he and his friends spotted the wooded red painted arrow near one of the trees pointing towards her home.

“I guess we’ll find out.” Was all Fuli could say in return before they all followed the arrows accordingly.

They led to inside the cottage where they come up towards a wooden table in the center of the room with various wooden chairs and cups of tea prepared for them, complete with misty fog and darkness surrounding them to try to give that spooky theme. While spooky but not really scary. Fog moved around their feet and Bunga started to tremble a bit. Fog always was a scary touch especially when surrounded in a pitch black environment. A voice called out from throughout the houese, echoing all around them.

"Welcome to Fluttershy's tea party!" The voice said, unquestionably Fluttershy’s in her attempt to be scary.

"Did she just say "tea party"?" Rainbow asked, both visibly confused and unimpressed correctly feeling that Fluttershy is not off to a great start here.

“Yep.” Kyoga nodded equally unimpressed.

“It sounds like it's a scary tea party?" Twilight said, trying to make the most of the situation and give Fluttershy some confidence. Still, even if it wasn't what they expected they hoped that Fluttershy would somehow surprise them.

"Then why doesn't it feel like one?" Makini asked trying not to sound discouraged about this.

"Have a seat. Don't be scared of what awaits you." said the spooky Fluttershy. They all took a seat around the table waiting patiently to see what Fluttershy had planned. However, some of them weren't really holding their breath particularly Bunga, Fuli, and Kyoga. "Go on. Pass the sugar."

“Are you following this?” Kyoga asked Fuli who shrugged.

“No, but she is trying.” Fuli replied before moving to do what Fluttershy instructed as she found that the sugar bowl is empty.

"Oh, no! There is none! You're a terrible host!"

“Oh, no. What a surprise.” Fuli commented sarcastically to showcase her disappointment at the attempt while Kyoga had to bury a paw in her face to avoid being seen rolling her eyes.

"Rarity, put your coat on!" the spooky Fluttershy said once more.

"Why would I do that?" The unicorn asked in confusion.

"You need to cover up because no one has complimented your dressssssss!"

All Rarity could do was frown in response like that is one of her worst fears. Maybe back when she was starting off her career but after all she had seen in the last two years, it is now the least scary thing she could be faced with.

"Pinkie Pie, look to your left and ask your best friend to pass the cucumber sandwiches!"

Pinkie did as Flutterhsy said but was puzzled, "Huh? I can't. There's nobody there."

"That's right. Because she didn't care to show uuuuuup."

Pinkie arched an eyebrow in confusion. "Whaaa?"

"A friend who didn't come through. That must scare you to the coooore."

Even Ono, who at first though he was spooked, only ended up face palming himself it this pitiful attempt.

"Quick, everybody, look behind you!" from the tress dangled pieces of cardboard with drawings of random characters that Fluttershy had drawn herself. None of the images looked scary.

"Uh, what are those?" Ono asked.

"They're unplanned guests. Your woooorst nightmare. You don't have enough food for them!"

Nobody said anything because truthfully this was all just too cringe worthy for their taste. It was clear what she was trying to do but truthfully it’s just not rattling their cages in the slightest. Nobody even flinched when a toy cat suddenly landed on the table and fell to the ground. The toy was moving and meowing.

"Oh, no! There's a tiny kitten that needs a home! But you are over-scheduled right now. You don't have time to help!" The Team was silent for a moment before Fluttershy spoke up again, "I said, "You don't have time to help!" This should appear to scare you!"

They looked around and saw that the voice was coming from right nearby as they spotted her head appearing from the shadows from the back of the room. Once she realized her cover was blown Fluttershy emerged from the shadows and showed herself to them seeing that the attempt is a complete failure.

"Didn't work, hu?" She asked, lowering her ears in disappointment.

"Sorry, Fluttershy. Not even Bunga and Pinkie were scared." Makini sheepishly replied.

"Guess showing up to a party and everybody be extremely disappointed in you wasn't upsetting enough?"

"It was a really good try.” Kion commented as he stood up from her chair.

"But the scares at Nightmare Night are of an entirely different nature." Rarity added.

"But it was really creative, though." Twilight added in an attempt to support her friend. "I never would have thought of... all this."

As one of the cardboard drawings fell to the ground Fluttershy realized that she was only fooling herself. She just couldn't be a part of NightMare Night and maybe she shouldn't even have tried to begin with.

"Oh, I'm just not cut out for this. Just go on without me."

Rarity gasped at the very idea. "Oh, no. We couldn't possibly."

"You have to. You've all been looking forward to tonight all year. I can't ruin it for you."

"You're not ruining anything." Beshte said while shaking his head. “We don't even have to go back to the festival just because you don’t want to. As long as we’re all together having a good time that’s what really matters."

"And just because we haven't tried everything doesn't mean we should stop trying." Makini added in agreement.

But Fluttershy shook her head, "No, it's okay. I really want you all to have fun. I'll just go back home and curl up with a good book. It's how It spend every Nightmare Night. Please go. I'll be fine."

With that, she opened her front door and allowed her equally and friends to leave but not without exchanging sad looks of their own feeling sympathy for her in return.

After a brief silence, Pinkie Pie spoke up upon exiting the cottage. "Eh, it's funny. I actually thought she had an idea for something really scary for a second there."

"She definitely tried her hardest." Applejack added.

“Maybe she just needs to try harder next time.” Ono suggested.

Both Kion and Twilight gave one last look back at their ashamed and timid friend before moving to respectfully honor her wishes as they were the last of the group to leave her home deciding that it was best that she needed her space to think. Neither of them felt good about it, but still pressed forward onwards.

At the same time a certain princess flying by couldn’t help but notice the troubles the timid Pegasus is facing with in regards to the holiday before flying on over there once the Guard had took their leave with the hopes that there is something she can do to help her out much like Twilight did for her last year.

Inside the cottage, Fluttershy hugged her body, sighing sadly. "I did try my hardest." she said. She felt something move underneath her cape, revealing to be Angel Bunny who was with her the whole time. He wagged his little paw at her not wanting her to give up yet.

"Or… maybe not." I suppose I could have tried something a little scarier." Angel smiled in agreement which got Fluttershy feeling more determined to try harder. "You're right! I've been taking baby steps! I think it's time for grown up ones! I don't suppose you have any ideas how I could do that?"

The little rabbit rubbed his paws together and growled mischievously for whatever he had in mind was going to be good.

"And if you don't mind, dear Fluttershy..." Luna's voice spoke to her as she appeared inside the cottage from behind much to her sudden surprise. "...perhaps I could spare a few tricks myself you could use."

"Really, Princess Luna?"

"Yes..."

Fluttershy leaned in close for what they both have in mind as they whispered it into both ears where she proceeded to take in their advice one at a time...


Back at the festival, The Lion and Pony Guard continued to honor Fluttershy's wishes and enjoy the night. The group was heading towards the haunted corn maze that Applejack's family had made for the festival. It was just as the name depicted; a large maze made out of corn decorated with various NightMare Night decorates like ghosts and glowing jack-o'-lanterns.

"Everypony's linin' up for the corn maze, y'all! Let's go!" Applejack took the lead with the others close behind.

"Oh, yeah! I can't believe we're finally doin' this!" Spike commented in excitement. At the entrance stood a hooded figure. The stranger blocked their path and removed his hood revealing a large horse head. The group screamed in terror before immediately laughing. The figure removed the horse's head, revealing to be none other than Makku.

"Happy NightMare Night, Lion and Pony Guard!” He greeted with a mean-looking yet teasing grin. “Hope the corn maze is scary enough for you all."

“We’ll see.” Twilight returned with an equally similar grin. “Depends if you did enough to scare the fearless of the bunch.” She gestured to herself, Kion, Bunga, and Kyoga.

“I think you’ll be surprised of what’s ahead of you.” He presented a realistically looking and severed crocodile head right in front of them making the rest of the group scream. “Real looking, isn’t it?”

“Yep.” Kion nodded as the crocodile leader allowed them to go in one by one. “Just try not to get too carried away with the scaring, okay?”

“Of course, cub. If it was like the Savannah Summit I’d sure be cut deep by that comment.” His scales started bleeding which unnerved the lion cub…until he presented the bottle of fake bottle along with a small scale he used to hide the bottle with his tail.

“Fair enough.” Kion nodded at with him respect before he and Twilight moved to enter the maze last.

"It's a good thing Fluttershy isn't here because she would never be able to handle this!" Rainbow Dash commented as they walked inside the maze.

“Yeah!” Bunga agreed with a laugh. “Imagine how scared silly she would be if she were here?!”

“Bunga!” Fuli scolded. “That’s very rude of you!”

“But it’s true.” Bunga defended while flinching as if he’s expected to get slapped on the back of the head again. “Aren’t you going to slap me on the back of the head?”

“I’m not going to slap you?” Bunga looked on still confused and unsure whether to believe her or not. “What? You don’t think I have a sense of humor?”

Bunga wiped the sweat off of his forehead in response before getting slapped on the back of the head.

“Ow! Hey!”

Fuli smirked. “It’s no fun if you know it’s coming.”

At the back of the pack the Leaders of the Lion and Pony Guard both walked together, Twilight looked on having second thoughts about leaving Fluttershy alone to which Kion took notice of.

“You okay, Twilight?” Instantly he figured out why. “Still thinking about Fluttershy are you?”

“Yes. Maybe we could have done more to help her out instead of leaving her alone like that.”

“Me too.” Kion agreed never one to leave a friend behind even with good reasons. “But we both agreed that it is for the best. I mean if there was a chance to help her out and overcome her fear of the holiday I would take it. But the question is how and what?”

“I don’t know.” Suddenly something hit her on the back of the head. "Ow! Hey!" She looked around and found a baobab fruit had just hit her in the back of head.

“What is it…?” Kion asked before seeing what it was. “Bunga!

“Of course.”

“I mean I get that he’s never one to pass down an opportunity to play this game but now of all…” Suddenly he too is hit with one too. “Ow! Okay Bunga, that’s not funny!” They both turned their heads towards where it came from only to be ambushed by multiple fruits flying towards them.

“What in the Pride Lands?”

“What kind of game is he playing? Dodge-ball? Because this is not fair play.”

“I don’t…Ow! Quit it!” They both turned their heads to see it actually come from a mysterious creature throwing them in their direction, not Bunga like they initially thought.

“Okay that’s it!” Twilight lit her horn and sent the many fruits that being pelted at both her and Kion away with her magic. With her glare and flaring horn still directed at their mysterious attacker. “Explain yourself!”

Said figure did as told before both her and Kion’s eyes widen in surprise once they got a good look of who was trying to attack them leaving them speechless.

“What…?”

“You…!”

Elsewhere…

"Hey, where are Kion and Twilight?" Bunga asked, realizing the two were nowhere around them. “Did they suddenly decide to go a different direction?”

“Most likely, Little B.” Beshte replied. “Probably just wanted to explore the maze a little more.”

"No harm in that." Makini agreed.

“Even if that means running it more dead ends?” Ono inquired finding it odd himself especially when this is both Twilight and Kion they’re talking about.

“Well if you’re so worried about them, feel free go looking for them.” Kyoga pointed out while giving him the gesture that he’s free to do so. “But kindly don’t tell us what’s coming our way.”

“Oh…” Rainbow commented with delight. “…so miss fearless wants to get in on the scaring action by not taking the easy way out?”

“No, because if anything from what I heard about this place, nothing is going to scare me, and if someone is trying to go that way, they better try harder.”

"Let's get movin', bet we'll run into them somewhere." Applejack said as she led the way. The group continued on their way, completely unaware that something was walking behind them. Pinkie Pie felt a presence and spun around, gasping in horror, making the others turn around in equal shock.

A large mummified pony appeared before them, towering over waving his hoofs, "Boooo… Eeyup."

The team all laughed once they realized it was only Big Mac before continuing on their way. So far the maze was a real hoot, but that was only the tip of the iceberg. Suddenly, Rarity head crunching sound beneath her feet, which only increased and increased as the others walked in her direction. The unicorn slowly came to a stop, listening to the crackling noise.

"What. Is. That. Sound?"

Pinkie Pie was shaking as she slowly came to a stop. She looked down and saw what was beneath her. "It looks like... bones!"

"Bones?!" Makini flinched when she ended up stepping on one. "Yikes!"

The group screamed in terror at the sight of hundreds of broken bones beneath them. They looked so real it was truly terrifying. However, Rainbow Dash squatted down and examined the so called pony remains of victims and rolled her eyes.

"Looks like a bunch of dried sticks painted white to me."

"Hey, try to keep up the illusion, would ya?" Applejack said, making the Pegasus pony stand up and shake her head. And here she thought this was scary. But the night was still young.

Rarity, Spike and Kyoga made a left turn and walked slowly into a deep dark cave. Once inside the light disappeared and all they could see was darkness.

"Uh, Rarity? Could you give us some light, please?"

Rarity complied and lit up her horn to see where they were. The small bit of blue light shone all around, revealing that the group was not alone, but accompanied by an assortment of disembodied eyeballs, teeth, along with disembodied heads of various crocodiles Makuu included, with eyes rolled back and blood dripping from his lips.

“Mmm.”

After a good scream the team ran out of the cave, laughing all the way at the scare they had just experienced. Pinkie Pie and Bunga were the last two to walk out, both feeling creeped out by the scene, even though they knew it wasn't real.

"Ewwwww!"

"I can't believe Kion and Twilight missed that!" Bunga said in between laughs.

“Where the heck could they be?” Ono wondered as he flew up to try to get a good look. “Whoa!” But suddenly he felt a sudden whoosh knocking him out of the air. “What the…?”

"Agh! What was that?" Applejack spun around and found nothing. Her ear twitched at the sound of something whooshing from behind them, almost as if something had just ran past them in a fast pace.

"Don't you know?" Spike asked, already getting scared again for real this time.

In all honesty, she didn't. She was the one who helped plan this whole thing, but that little feature she was not familiar with. Unless Makku did something without telling her. "Uh, o-of course I do. It was, uh…"

"Then what is it?!" Makini questioned sounding like she is starting to panic for real this time.

The group instinctively huddled together at the sound of a ghostly moan surrounding them. "Kion? Twilight, is that you?" Applejack asked, her voice shaking in fear, "If it is, it ain’t funny!"

“Oh come on!” Fuli rolled her eyes again. “Like they would ever dream of trying to scare us like this? I mean if it was Rainbow Dash then yes.”

“Yeah, two problems with that theory, Fuli…” Rainbow interjected. “…One, they wouldn’t. And two, how could this be me if I’m standing RIGHT HERE!”

The moans became louder and seconds later they saw three glowing white creatures, floating before them, moaning loudly right in front of them. Ghosts, not just any fake ghosts, real ones.

Fuli scoffed and approached them with no fear in his heart. “Seriously? This is one of the big scares of the night. More fake ghosts?”

Kyoga moved to join in on confronting these ghosts. “Ha, ha, very funny Twilight but you can come out of the blankets now. You too Kion!” She moved to look underneath the ghosts and found neither Kion nor Twilight there. "Huh?"

“What the…”

One of the ghosts gained up on them, moaning even louder than before thus freaking both girls out while everyone else quickly ran away as fast as they could away from them through the corn maze leaving them behind to fend for themselves.

“What the hay is this?! I thought ghosts like this aren’t real!” Ono asked Applejack while flying for his life.

"Me too! But they sure look real to me!" Makini exclained as she fled.

"I don’t know!"

“Hapana! Fine time not to have the whole guard by our side!”

Everyone ran as fast as they could but the ghosts were still hot on their trail. Rarity held the helms of her dress in order to run properly, but she still ended up accidentally tripped on her own costume. Seeing this, Spike quickly rushed back to help her back up.

"Fluttershy had a point with the layers on the dress."

The two ran to catch up with the others. The group ran faster and faster towards a spooky looking tree with a glowing trunk.

Applejack looked back to see just how far they were from the creatures, only to fall into a hole, with each and every one of her friends following suit accidentally. The group groaned before sighing in relief once they realized they had lost the ghosts and then stood up as they looked around to their current surroundings.

"What is this? Is it a tunnel? Where does it lead?!" Rarity frantically asked. But no sooner than she asked it they heard the sound of a rock moving. The hole they had fallen into was now sealed shut once a stone covered their only exit. "Which way are we supposed to go now?!" She asked turning to the county pony in the badgermole costume.

"Uh, I don't know! I don't know what's goin' on!"

Rainbow grunted as she tried to at least push the giant boulder out of the way alongside Beshte. "What do you mean? Didn't you help plan this?"

Before Applejack could answer they heard what sounded like a chair creaking. In the corner of the cave there is a light from a hole above, meaning that’s their one way out, and underneath the light was the familiar silhouette of Granny Smith sitting calmly while rocking the chair.

Applejack gave a sigh of relief upon seeing this. "Whew. There's Granny Smith. Not that I was ever scared, 'cause I wasn't. I'm a pretty good actress when I wanna be." She calmly approached her grandmother, not even bothering to wipe the nervous sweat from her brow, and gently shook the elderly pony awake.

"Granny?"

"Granny Smith? It's us Applejack and her friends!" Makini chimed in.

But Granny did not reply…on account of her skeleton head had just popped right off and rolled down onto the ground, stopping at Applejack's feet.

"AHHHHHHHH!!!!"

Both Applejack and Makini ran off in terror at the sight and her friends followed suit. If anything, a skeleton of a beloved family member is definitely frightening and traumatizing to see. There was no telling what to make out of it, but none of them wanted to stick around to find out. The group made a stop once they were in safe distance away, all taking the time to catch their breathes from all of the panting and sweating along with their hearts racing like they just ran their fastest sprint times yet.

"Applejack, didn't you know about any of this?!" Ono exclaimed already horrified.

"Alright, I got to admit I didn't know about any of this, but maybe they're just tryin' to make it interestin' for me, too! I'm sure Granny Smith or Big Mac is behind this."

But just when she was feeling more at ease she heard the voice of her grandmother muffled from above them. They were right underneath the maze, particularly the area where they had seen the numerous eyeballs. Granny held a lantern while trying to scare the Cutie Mark Crusaders and the Lion Guard Fan Club with her spooky tales.

"Are those peeled grapes or eyeballs starin' at ya from beyond the grave?" the elderly pony cackled like a witch and Big Mac came in, stomping like a mummy.

"Eeyup."

The Crusaders and the Lion Guard fan club playfully screamed at the show, but underneath Applejack was now paralyzed in fear, her teeth chattering.

"That's what we were supposed to do! I don't know why we're down here! This is really scarin' me now!"

Pinkie Pie and Bunga both hugged each other close together with all of their teeth chattering.

“Now come on.” Beshte said trying to get everyone to calm down. “Maybe we’re all just getting a little too jumped up with these scares. I’m sure maybe Makuu got a little too carried away with the added scares.”

“Maybe. But how could he and his crocs manage the flying ghosts back there?!” Rainbow pointed out still not buying that theory.

“Maybe he scared the little birdies into intimidation?” Bunga suggested through half-nervous laughs in an attempt to push down his peaking fear levels.

"And I'm sure he summoned whatever the heck that is?!" Makini pointed to something rather unsettling approaching them.

Suddenly the ground beneath them began to shake to which everyone else felt the same happen to them, followed by the sound of stomping large feet. The group huddled together as the sounds became louder and stronger. They could see a shadow moving within the cave, coming closer and closer before revealing itself once it reached the light. It was a beast down on all fours with green scaly skin, red webbings and a large mouth of sharp teeth. The monster roared at the team, its breath creating a wind that caused their hair and costumes to bellow against the wind causing shadowy bats lurking from the shadows in the caved ceiling to emerge from their hiding spots with dark blue glowing eyes and come their way.

"How did that get down here?!" Pinkie cried out in fright.

“You sure that’s something Makuu is capable of doing, Bunga?” Ono exclaimed in both terror and exasperation.

“Nope! RUN!” Bunga screamed at the top of his lungs and the group ran off away from the creature that came after them. Since the beast itself is so enormous, no one even dared to stop to try to fight it. Not even the bravest and strongest of the bunch.

The group ran and ran before they suddenly found themselves stuck in a large spied web. They all struggled to break free but to no avail. The more they struggled the sticker the substance became.

"I can barely move!" Ono exclaimed while struggling.

"Me neither!" Rainbow commented as she tried to pull her limbs off but only got even more stuck, "It's like glue!"

"Oh! It's coming right towards us!" Makini exclaimed in great worry.

They heard the roaring of the beast coming closer and closer, its mouth wide open ready for the attack. Instantly, a wave of magic managed to instantly teleport the team out of the web, leaving the beast and the bats to all get tangled up in it instead. The beast broke apart the web, roaring back at them as they ran out.

The group managed to finally exit from the tunnel with both Fuli and Kyoga quick to regroup with them there. Said tunnel turned out to be a dead end with them now on a top of a nearby hill looking over the whole corn maze from above.

“Fuli!”

“Kyoga!”

“Thank goodness you’re both okay!”

“What happened to you both?!”

Ono, Bunga, Rarity, and Applejack all commented in that order to the two still heavily breathing and catching their breath.

But before either of them could explain, they heard the sound of wicked cackling and saw a figure hanging from the tree branches. The figure spread out her large bat wings and flew down towards the group. The group of terrified friends ducked in cover as the creature flew over their heads. The creature was revealed to be a half bat with dark yellow wings ears and glowing red eyes and a dress of darkness with spider webs. The creature hissed, revealing her long sharp fangs before zooming down and ripping the second head of Spike's dragon costume off.

Not only that another figure was seen lurking and flying around in the shadows and ended cutting half of Kion's costume ear and one of his white costume tufts in the process. One with glowing white eyes and a very familiar pair of blue eyes and a ethereal blue mane hanging on the back of the head

Whatever these two creatures were, they had clear intent to hurt them. They both hovered before them, their wings flapping and their silhouettes could be seen perfectly with the full moon shining right behind them, thus showcasing their very frightening appearances even more.

Everyone had never been so terrified before, after everything they had experienced tonight this was truly a frightening scene. All of their bodies shook in place, unsure and too horrified of what to make of any of this.

Suddenly, one of the two creature's frightening expression softened upon looking down at the terror in their eyes, the sweat dripping from their brows and their eyes widened like saucers. The creature gasped, realizing what she had done.

"Oh, my!"

The creature slowly lowered down, stepping out into the light to reveal herself. Her bat-like wings were fake, her ears were fake, and her pink hair was in given a grayer shade to help fit in with her disguise.

"I'm so, so sorry. Can you ever forgive me?" She apologetically asked with a look of remorse and regret.

Everyone all calmed down and loosed their grips on one another as they all got a good clear look of the mastermind in front of them. A reveal that no one could ever expected or guessed not even in a million years.

"Fluttershy?" Bunga had to dump water on his head to make sure this wasn’t all a dream.

"It was you the whole time?!" Rainbow exclaimed in shock.

"Not just her..." Luna's voice spoke to them before she emerged from the shadows too. "...she had some assistance too."

"Princess Luna!" Beshte gasped in shock.

"I can't believe it!" Ono exclaimed with his jaw practically dropping.

“Believe it or not, it’s all real!” A voice called out from above the trees, revealing to be two cloaked figures who leaped down and remove their hoods, revealing to be Kion and Twilight.

“Kion!”

“Twilight!”

Both Ono and Rainbow exclaimed in shock.

“Yep.”

“It’s us!”

“Were you both…?” Applejack asked.

“Not at exactly…at least from the start unlike Princess Luna.” Twilight explained. “It was only when we got into the maze and got ambushed with baobab fruit from a certain someone that we were in on it." She gave the stink eye along with Kion to Angel who simply chuckled in amusement while falling flat on his back laughing.

"If we joined in on the act, we would have figured it out from there." Kion chimed in. "With my Roar and Twilight’s fearlessness in the face of danger you all would have figured it all out too."

Everyone else simply shrugged in agreement.

"Yeah.”

“That’s true.”

Both Applejack and Beshte couldn’t argue with that.

Rarity's eyes were still wide open as a smile slowly appeared on her face. "That… was…"

"THE BEST THING EVER!" Pinkie Pie shouted with glee before smiling. *squee*

"LIKE THE BEST SCARE WE COULD EVER HAVE IMAGINED!" Makini also shouted with glee while smiling...and *squeeing*

Rainbow Dash started flying around Fluttershy, bursting with excitement over the revelation. "It was way more terrifying than the most terrifying thing I could have thought of!"

"You out-nightmared the scariest part of the corn maze!" Applejack complimented.

"No kidding!" Bunga added while pumping his fists up in the air. "And it was Un-Bunga-veilable!"

“I’ll say!” Beshte laughed. “I don’t think I’ve ever run that much before in my life!”

“I don’t think I experienced a truly scary and fun at the same time!” Kyoga added in agreement.

"How did you do all this?!" Ono asked, wondering just how Fluttershy managed to execute it all flawlessly.

"After I left, I realized that I wasn't ready to give up on Nightmare Night. So I asked Granny Smith if I could try to make the maze even scarier for my friends and with some additional help from Nightmare Moon along with an army of magical bats it made the scare even more enchantingly scary." Luna smiled and nodded in response to confirm that this is indeed true.

“Did you really?” Beshte asked already amazed.

“Yep.” She nodded just when the ghosts that chased after them earlier appeared once more, revealing to have been Fluttershy's bird friends hiding underneath glow in the dark bed sheets. The bunny in a Dracula cape hoped onto her shoulder.

"After Angel got Kion and Twilight out of the way he was the scary figure that kept scurrying after you in the maze. In addition, we had a couple more who ended up sticking around to face off against the ghosts."

Angel bowed before the audience as all eyes turned to both Fuli and Kyoga upon knowing they were last seen with them while everyone else ran off.

“Fuli?”

“Kyoga?”

Both Applejack and Rarity spoke in surprise they were in on it too.

“No…at least until we found out what the ghosts really were.” Fuli confessed. “So we had to stand by and let things run it’s course so Kyoga and I didn’t spoil the act too since of course we're not the kind of girls that get scared easily.”

“But what about when we were trapped by that spider web?” Ono asked when said spider climbed over Fluttershy's shoulder. “Oh, right! Of course!”

“Fuzzy Legs made the sticky wall that made it difficult for you to see and move." The spider gave a salute, to which Applejack replied with a salute of her own.

“At that moment, I was there to free you all in time and was able run alongside you with Fuli in order to keep up the act from there.” Kyoga explained.

"What about that monster from the cave?" Bunga asked.

Kyoga chuckled as she shook her head. “Silly Bunga. There’s only one animals big enough for the job and it happens to be another friend of Fluttershy’s. Her bear friend Harry who appeared and roared in Bunga’s face causing his hair to stand up tall.

“And I got to say, that was very impressive.” Kion complimented giving credit where credit is due.

"Totally!" Makini moved to hug her friend to congratulate her on a job well done.

"You have to do this every year!" Pinkie suggested excitedly and the others nodded and said “yes.” in agreement. However, Fluttershy didn't agree to the idea.

"We could celebrate Nightmare Night together every year." She said as she removed the fake bat wings from her real ones and took off the fake bat ears, "But the truth is I really don't want to."

"You don't?!" Pinkie asked in disbelief.

"But you've done it." Rarity pointed out. "You found a way that we can all have a fabulous time together."

"So what's holding you back?" Makini also asked trying to understand what's eating her this time.

The others wondered by she had come to decide this after all the effort and success she had done in this whole thing. To Fluttershy, it was like the whole experience had taught herself something that she came to realize herself.

"Yes, but I've also realized something. You all may love Nightmare Night and I may be good at being a part of it, but it's no fun for me to see my friends feel like they're in danger, even if I know they're not. I really don't like it. It's just not my cup of tea."

Bunga took out a flashlight and shone it over his face, "Spoooooooooky tea?"

Fluttershy giggled as she shut off the flashlight, "No. Just regular tea. We do lots of fun things together, but I'm afraid this just isn't gonna be one of them. Actually, I'm not afraid. I'm perfectly fine with it. Maybe someday I might change my mind but for now it's probably for the best."

"A wish that everyone of us can absoultely respect for the time being." The night princess commented already approving of it.

"Then we are, too." Twilight said being the first to accept her decision with a proud smile. “As long as you’re happy, we’re happy."

"Couldn’t have said it any better for one of the scariest ponies I know." Kion added in agreement equally proudly of her.

Fluttershy blushed, "Awww, that's so sweet." She then turned to Princess Luna with much needed gratitude to give her. "And thank you Princess Luna. I couldn't have pulled this off masterfully without you."

"For a pony in need of help especially on a night like tonight, it is my absolute pleasure." Luna returned with a humble bow before they all got together for a group hug with each and every one of her friends all still accepting of her even if she’s not the kind of pony who will celebrate NightMare Night like them.

Once the hug ended, Rainbow spoke up, "Before you call it a night tonight, think maybe you can at least stay around for one more fun-filled activity?"

Fluttershy smiled already on board. "Name it!"


The audience of ghosts and goblins cheered as the The Lion and Pony Guard gathered their respected instruments and both Kion and Twilight took the mic to sing. The rest of the Lion and Pony Guard along with Princess Luna stood beside the Lion and Pony Guard leaders, all swaying their hips to the beat and singing alongside the Prince and Princess.

Hex Girls

The audience cheered once the song came to an end and The Lion and Pony Guard all huddled together for yet another group hug with Fluttershy in the center.

While she may not be a Nightmare Night pony she sure knows how to give a good scare and song when she sings and dances. And for her it was one her best night's ever.