//------------------------------//
// S4 E3: Castle Mane-Ia (What If?) 
// Story: My Little Pony Friendship is Magic What If?: Volume 17 
// by SuperPinkBrony12 
//------------------------------//

It had only been a few days since the Summer Sun Celebration, the first one for Twilight since gaining wings and becoming an alicorn (an alicorn princess to boot). But right now, her thoughts were focused on far more immediate and pressing matters. Namely, she was fixated on a mysterious, six-sided chest that had appeared when the Tree of Harmony had been restored to full health. The chest was clearly important, and the young alicorn hoped she would be able to find answers or at least a lead on what it was and what it might contain.

Yet now, Twilight was losing her patience. Her frustration was building up inside of her as she loudly slammed a book down, and with her magic threw it clear across the room on the ground floor of the Golden Oak Library. It just barely missed hitting Spike, instead knocking the feathers off of a feather dust he had brought with him. He was at Twilight's side in an instant. "What's the matter, Twilight?" He asked, hoping he might be able to help her calm down.

Twilight just groaned and frowned. "This is so annoying, Spike! It feels like I've hit a brick wall!" Taking a moment to take some deep breaths, she then explained. "I've been scouring over every single book in Ponyville I can find, and even some from Canterlot that Princess Celestia was kind enough to loan me. I thought for sure I'd find something to help me figure out what's up with that chest."

"You mean the one the Tree of Harmony brought forth?" Spike asked.

Twilight nodded. "Yes, that one, Spike. It's really important we figure out what it's for and how we open it. With the Elements of Harmony needed to keep the Tree of Harmony healthy, we lost a vital line of defense in case some great evil we can't stop shows up. I know we didn't need them to defeat Queen Chrysalis and King Sombra, but our luck can't hold forever. I don't wanna risk leaving Equestria defenseless. That's why I've got to get that chest opened! Whatever's inside it has to be something that can protect Equestria."

"So, what you have found?" Spike questioned Twilight. "Anything promising?"

The young alicorn shook her head from side to side. "No, Spike. In fact, I haven't found anything at all. That's the problem!" She lowered her head onto her desk. "I hope Princess Celestia or Princess Luna have some ideas. Even if they've never seen the chest before, surely they must know where I can find the answers we're all wondering about. If the library in Canterlot doesn't have the answers, I don't know where else to look without having to dig into the Starswirl the Bearded secion of the Canterlot archives. And this time, I'm not gonna be able to just sneak on in."

"What makes you think Starswirl will be of any help?" The little dragon asked with concern. "Remember his incomplete master spell? He didn't have all the answers, Twilight. Nopony does. Heck, I'm pretty sure even Discord doesn't know what's in that chest, or he would've opened it up already."

Twilight sighed anew. "I know, I know. But I still can't rest easy until I've exhausted every possible resource I can get my hooves on. There must be something I'm not thinking of that holds the answers. But what?" She tapped a hoof against her head. "Think, Twilight. Think."

Just then, Spike belched up a scroll. He quickly gave it to Twilight, who unfolded it with her magic and read it aloud: "My dearest Twilight, while it would be perfectly lovely to have you in Canterlot once more, I have another option in mind much closer to Ponyville." Soon, this letter had sent her and Spike trekking into the recently tamed (but still not entirely safe) Everfree Forest.

The rest of the letter had read something like this:

You probably know of the Castle of the Two Sisters, deep in the Everfree Forest. It's the place where Luna and I once ruled side by side, and the place I had to abandon after her banishment due to the painful memories associated with it.

I'm afraid that much of the castle lies in a state of decay and disrepair. The years have been anything but kind to it from what I've been told. However, Luna and I have reason to believe that, if you look carefully, you'll find a book that could prove useful to your research.

It's most likely hidden somewhere in what's left of the castle library. But be careful, Luna and I installed many traps there. There's no telling whether they might still be functional. And I've heard rumors that the castle might be haunted during the night. Go there now while it is still daylight.

Alicorn and dragon soon reached the abandoned castle, which was indeed in a very poor state even now that the Everfree Forest itself had calmed down. Almost everything was dusty, rusty, and covered in cobwebs. However, the castle's library had had the good fortune of being mostly spared from the destruction and decay. It was still largely intact.

Twilight was utterly amazed as her wings unfolded on either side of her! "Wow! Look at all these ancient books!" She happily exclaimed as she began flapping her wings, clumsily flying about the library as she used her magic to pull books off the shelves left and right. "It's a veritable goldmine of information about the past! I can't believe I never thought of coming here, or that this castle might still have a library!" Soon, she had amassed a huge pile of books, stacking them loosely about on the library floor.

Spike, however, began to shudder as he not only took in the sights of the crumbly castle, but also of these strange spider creatures with a star pattern on their backs. "O...kay," He commented very slowly, trying not to show how nervous he really was. "So, uh, you ready to head back yet, Twilight? Princess Celestia did warn us about nighttime."

The young alicorn giddly proclaimed! "Go back?! Now?! Are you kidding?! This place is perfect! Who cares if there's ghosts here? I'm not afraid of some spooks, not after all I've been through!" And she dove into her pile of books without further fanfare.

Spike sighed, and then felt his teeth start to chitter. It was already quite late into the day, and it would soon be night. He had no way to know if indeed the old castle was haunted like Celestia had said, but he didn't want to stay to find out.

Little did pony or dragon anticipate that they would not be the only ones spending time in the castle over the next several hours. And neither did they realize that a shadowy figure was watching them from afar, its face hidden by a long, black cloak.



Spike sat on the ground in the library, watching as the minutes ticked by and sundown drew closer and closer. He kept hoping beyond hope that Twilight would either find what she was looking for, or be content to come back tomorrow and spend all day rummaging through the old books. But neither happened. Eventually, he reluctantly asked. "Can we go now, Twilight? It's getting late."

Twilight only giggled in reply. "So? If we have to stay for the night, we will. You'll be by my side the whole time, won't you?"

"Y-yes, but..." The little dragon began.

The young alicorn interrupted. "-So you'll have nothing to fear. Now, why don't you see if you can find any candles and light them up for me."

"O-okay." Spike swallowed hard and ran away to do just that. As he departed the library, he thought he saw the shadow of some mysterious figure. But when he turned to look the shadow was gone. "Just my imagination," He thought to himself, trying to summon up what bravery he could. "If Twilight says there aren't ghosts, there aren't any. That's how it works, right?" Well, one way or another, it seemed he was going to find out. He soon found what he was looking for, a small stand that could hold five candles at once. As he picked it up, he couldn't help but think. "Why couldn't I be with any of our friends back in Ponyville? I'm sure they're not planning anything with this creepy old castle."

But Spike was wrong in that regard. His friends, or at least some of them, did have plans involving the castle. For back in Ponyville, Applejack and Rainbow Dash were in the middle of another of their little contests. And Pinkie Pie was watching them, more so for the sake of keeping track of score than anything else.

The two athletes were now staring at one another, daring their opponent to blink. All the while, bees swarmed over their faces, their angry buzzing nearly drowning out the sounds of the two mares' voices (which were muffled).

"Stop staring at me, Applejack!" Rainbow Dash complained. "I'm not gonna move a muscle. You move."

Without even shaking her head in protest, Applejack snapped back. "Uh-uh, there is no way I'm movin'. This was your idea, Rainbow Dash. So you move. We've been at this for hours now."

"Come on, it hasn't been that long." Rainbow insisted.

Pinkie Pie, meanwhile, saw fit to add her own commentary as she pounded on a nearby table. "This is the most daring dare anypony's ever dared dare another pony to dare!" And when her friends looked back to her, she quickly explained. "It's exciting! Who's gonna blink?!"

Just then, a chestnut brown colored earth pony stallion wearing a white protective suit came trotting up. When he saw Rainbow Dash and Applejack covered in bees, he immediately saw fit to ask the obvious question. "Uh, what are you two doing with my bees?"

Pinkie was happy to explain for the beekeeping stallion. "Isn't it obvious? Rainbow Dash and Applejack are competing for the title of 'Most Daring Pony'! This is the final test: the Great Bee Stare! First pony to blink loses!"

The beekeeping earth pony stallion frowned and let out an unhappy sigh. "Well sorry, but I'm gonna need my bees back now. We've got flowers to pollenate and honey to make."

Rainbow pouted as she unhappily remarked. "But how else are we supposed to find out who's the most daring pony of all time? We've done just about everything else."

The stallion only retorted with a swish of his tail. "Sorry, can't help you." Then he gave a whistle, and all the bees left Rainbow Dash and Applejack, revealing that the two were also wearing protective suits. Just like that, the buzzing stopped.

Taking off their protective suits, Applejack and Rainbow Dash were now left with a dilemma. Applejack turned to Pinkie Pie as she questioned. "Well, what do we do now?"

Pinkie beamed a bright smile at her athletic friends. "Don't worry, ladies, I've been keeping score all day!" She then looked down at a sketchpad, murmuring to herself. "Let's see: Move the decimal, carry the two, and... aha! Just as I thought! You're tied!"

Both athletic mares gasped and said at the same time! "Tied?!"

Rainbow even pointed out. "That's impossible! We can't be tied for 'Most Daring Pony', only one pony can hold that title!" And she then insisted. "You must've miscounted or something, Pinkie!"

But Pinkie showed off the sketchpad and all the drawings she had done to represent the various dares her friends had participated in. "Well, numbers never lie! You two are tied! I'd love to stay and keep keeping score until you two have settled this, but I can't," She happily swished her tail while explaining. "I promised to help test the new school bell. I get to ring it all week, nonstop! And I don't even have to take turns, because no one else volunteered! Lucky me! Feel free to tell me who won the tiebreaker, though." And she bounced away without a care in the world.

Once the pink party pony was out of sight, the two athletic mares realized they had to come up with something between them to settle their contest once and for all. A dare that would prove who truly deserved the title of most daring pony.

Rainbow Dash was the first to ponder about a possible solution. "So we just have to come up with another daring dare. No problem. Got any ideas, Applejack? The Great Bee Stare was mine, so now it's your turn."

Upon hearing those words, a rather fiendish grin formed on the farm mare's face as she looked up to the sky. It was almost sundown, and that had reminded her of something she'd heard about long ago. Now was an excellent opportunity to find out if there was any truth to it. "I've got one. That is, if you're up for it, Rainbow Dash," She took off towards the Everfree Forest while only vaguely saying. "Follow me."

The brash speedster, never one to turn down a challenge, followed Applejack into the Everfree Forest as Celestia's sun began to set off to the west.





Applejack and Rainbow Dash were not the only ones making a journey through the Everfree Forest so late in the day. Rarity and Fluttershy were also trotting through the forest together, with Fluttershy bringing along Angel for comfort and security.

Yet Fluttershy, filled with worry, saw fit to ask her fashion friend. "Um, Rarity? Don't you think maybe it's a little late in the day to be walking through the forest by ourselves? It is..." She gulped. "Star spider season, after all. And they say all sorts of strange things happen at night during star spider season," But not wanting to seem rude, she added. "Although, I'm sure you have a very good reason for asking me to come along."

Rarity nodded. "Indeed I do. And what is there to be afraid of, Fluttershy? The Everfree Forest has been brought under control thanks to the Tree of Harmony, it's far less dangerous now than it has been in years prior," Then she explained the reason behind her journey. "As for why we're trotting through this forest in spite of what dangers might still lurk, my reason is simple: I've heard rumors that the Castle of the Two Sisters is filled with the most gorgeous of ancient tapestries in all of pony history! It pains me to think of those magnificent creations rotting away in those old ruins, totally unappreciated and left to decay."

"Oh, I see," Fluttershy commented, sounding a little bit disappointed in Rarity for such a reason. "I... guess that must be pretty important to you. But what do you need me for, Rarity?"

The fashionista explained further as the old castle came into view over the horizon. "Well, much as it pains me to say it, I'm not that skilled with my horn. Light levitation is easy, I have years of practice with it. But lifting things as heavy as old tapestries, I'm afraid I don't have the strength to move them on my own. That's why I need you. I require your assistance in borrowing one or two of those tapestries so I can bring them back to my boutique to restore them. I might even use them as inspiration for a new line."

The animal loving pegasus sighed as she and Rarity trotted across the old, wooden rope bridge that led to the castle. "To you that does sound... important."

Rarity nodded again. "Okay, so maybe it's not the most important thing in my entire life, but I've heard that retro-ancient classical will be all the rage next season, so it's nothing to sneeze at," Mere seconds after saying that, she sneezed. "Goodness, this castle is so dusty and musty! I wish I didn't have to be here."

"Are you sure we can't come back some other day, and earlier in the day too?" The pegasus mare questioned with concern.

"I did think about it," The fashionista admitted. "But I want to get started on restoring the tapestries as soon as possible. It's going to be a very big undertaking, and if I plan to have the project done before I leave for fashion week in Manehattan, I'll need to get started right away. I only just learned about retro-ancient classics today, and the thought of the tapestries hadn't crossed my mind until then," She then questioned her pegasus friend. "Why did you bring Angel along? I can't imagine he'll be of much help to us."

Fluttershy happily explained. "I'm bringing him along for support. He helps remind me to be brave. Plus, if anything happens to me, I know I can trust him to go get help right away. He's the only animal friend I know who I could trust with such a responsibility," As she spoke, she suddenly realized that the bunny was missing. He had run on ahead without waiting for her. She frantically rushed to catch up to him! "Angel! Don't run off like that! Please!" She sternly protested! "Ancient ruins like these are filled with all sorts of things that can hurt you! You could stub your toe, or, or trip on a loose stone... You have to be careful! Especially since we're going to be here at night during star spider season."

Angel reluctantly waited for his pegasus master and her friend to catch up to him. But it was already clear he had little patience for either of them. He seemed much more interested in exploring the castle interior as best he was able.

Once Rarity and Fluttershy had caught up with Angel, they made their way into the castle proper. Rarity was most impressed as her blue eyes scanned her surroundings. "Goodness! To think that last time I was here, I didn't truly appreciate this artistic treasure trove of ancient good taste!" She then motioned to her friend. "Come along, Fluttershy. With a little luck, we might be able to find a suitable tapestry and leave in a matter of minutes." And the two of them trotted off, heading down one of the castle's corridors.

As it so happened, the two mares departure caused them to just miss Twilight and Spike as the two were trotting past on the balcony above. Twilight was holding the stand with five candles in her magic.

Spike, still trying to be brave, said to Twilight. "I don't think I'll need all these candles, Twilight. I was really only scared for a second or two. Honest."

"Nice try, Spike," Twilight replied with a giggle. "It's okay if you're scared, I'm right here and there's no one else around. You don't have to pretend to be brave. Besides, these candles are more for me than they are for you. Since we're going to be staying late into the night for research, we'll need all the reading light we can get. Now come on, let's find a better place to read. That old library is very dusty."

Spike and Twilight thus trotted along, passing from one wing of the castle to the other. Neither of them saw Fluttershy and Rarity or were at all aware of the two being present in the castle as well. And as fate would have it, they had passed along the length of the balcony and were out of sight when two of their other friends happened to enter the castle's main hallway.

Applejack and Rainbow Dash, completely unaware (and unsuspecting) of their other friends being in the castle, came trotting in as night was beginning to fall.

"Well, here we are!" Applejack said at last, screeching to a halt.

Rainbow Dash was left confused at having been led to a place as familiar to her (at least to an extent) as the Castle of the Two Sissters. And she did not hesitate to make her confusion known. "Uh, what's so daring about this old place, Applejack? It's been abandoned for years. We only came here once before, and that was years ago. Why would we wanna come back to the place we got the Elements of Harmony?"

The farm mare grinned. "You mean, you haven't heard?"

"Heard what?" Rainbow questioned. "Out with it, Applejack!"

Applejack was all too happy to explain. "When I was just a filly, Granny Smith told me of an ancient legend, and this is how it goes:" She cleared her throat and recited the story as best she recalled. "They say that when Nightmare Moon was banished all those years ago, not every last bit of her dark magic went with her. A piece of it stayed behind as a curse, a curse that even Princess Celestia couldn't dispel. And when night falls on this castle, that dark magic takes the form of..." Sh paused for dramatic effect, then raised her hooves into the air and proclaimed! "The Pony of Shadows!"

The rainbow maned pegasus scoffed at the story. "What? You mean, like a ghost or something? Like the Headless Horse?"

"Nopony knows!" The stetson wearing earth pony replied in her best spooky tone of voice while moving her hooves."

Rainbow let out a groan. "Give me a break!"

Applejack just chuckled and grinned. "You laugh now, but we'll just see who has the last laugh before this night is through. Now come on, I wanna explore every nook and cranny of this old castle. We ain't gettin' another chance like this." And she led Rainbow Dash away through one of the corridors, neither of them suspecting that they were not alone in the castle. If they had looked back, they might by chance have seen the faint outline of some shadowy figure for a brief second or two.





Rarity and Fluttershy were in luck when it came to their search. They hadn't been looking for very long before they found a beautiful tapestry depicting Princess Luna and her moon. Of course, since it had been so long since anypony had tended to it, it was a little torn in spots. But otherwise, it was in very good shape from what the two mares could tell.

"This one is perfect!" Rarity exclaimed with a starry look in her eyes!

"Yes, it could use a little bit of restoration," Fluttershy commented. "Or maybe a lot."

Rarity nodded. "Indeed. Now do be a dear. See if you can fly up there and lift it off that hook for me? I should be able to manage from there."

The pegasus mare spoke not a word. She just flew up to the hook, fumbling around with the tapestry as she became buried underneath it. Try as she might, she could not move it.

Concerned with how much effort was being expended, the fashionista made a suggestion. "Maybe try from below?"

The animal loving pegasus obeyed, flying down and further burying herself underneath the tapestry as she fumbled around in vain. Then, suddenly, there was a click! A click that echoed everywhere!

Before Rarity's very eyes, she saw the entire tapestry (with Fluttershy still underneath it) spin around and disappear! In its place was a blank wall with nothing on it at all!

As it so happened, Rainbow Dash and Applejack were passing by on the other side of the wall just after it had been spun. Neither of them knew about Fluttershy, however.

Rainbow Dash was still dismissive of Applejack's ghost story, seeing as she was used to telling scary stories around a campfire and everything. "I don't see what's so daring about some old 'legend' your grandma told you," She rolled her eyes in disbelief. "Besides, I don't believe in ghosts. There's no such thing!"

But Applejack gulped as her eyes noticed a most eerie and frightening sight! "Uh, you might wanna rethink that, sugarcube. Look behind ya!"

Rainbow did so, and when she saw what Applejack saw she was immediately stricken with fright! A tapestry was moving all by itself. And to make matters worse, a mysterious, almost ghost-like wail could be heard coming from it! Yet there was no sign of anything or anyone underneath it or above it. It was as if the tapestry itself was "posessed" for lack of a better term!

The two athletic mares were horrified, both of them yelling and screaming at the top of their lungs!

"Y-you saw that, r-right?!" Applejack asked as she looked across to Rainbow Dash.

Without confirming or denying the question, Rainbow hollered at the top of her lungs! "RUN!" And she and Applejack did just that. They ran away as fast as their hooves could carry them!

Mere seconds after the two athletic mares had fled from the corridor and back towards the hallway, there was another click. The tapestry and the wall it was part of swung back around in an instant, as if they had never left in the first place. Fluttershy then emerged from beneath the tapestry, landing in an awkward position. She groaned as she looked to one of her wings. "Ow," Taking a second to gather her bearings, she then declared. "I think I hurt my wing. Sorry, Rarity."

But Rarity was at her friend's side in an instant, reassuring her. "Nonsense, darling. I'm the one who should be sorry. I didn't anticipate that tapestry being so difficult. Obviously, it's far too big for either of us to move. We'll have to find something smaller."

Fluttershy stood up slowly. "Yes. Of course."

The two mares then began to trot away, with Angel once again ahead of either of them. They hadn't been walking along for very long, though, before Rarity saw fit to ask of Fluttershy. "By the way, Fluttershy: Just where, prey tell, did you disappear to all of a sudden?"

The pegasus mare with pink bangs blinked in surprise. "What do you mean, Rarity?"

The fashionista unicorn explained. "While you were struggling under that fabric, the entire wall spun around and you disappeared! Then it spun around again and you came back," Then it dawned on her what the most logic explanation was. "You must have activated a secret door, somehow."

Fluttershy blushed a bit and shamefully declared. "Oh, sorry."

"It's not your fault," Rarity pointed out. "We had no way to know such traps would exist. But now that we do, we must assume the ruins of this castle are full of them."

Fluttershy gulped. "Really?"

Rarity, unaware that such statements did nothing to calm her frightened friend's nerves, replied with a firm nod. "Absolutely. So we must use the utmost care as we-" But then suddenly there was a loud click, and both she and Fluttershy felt the floor drop out from underneath them! As the two yelped, they plunged into a dark pit!

Angel was the one who had triggered the trap door, albeit by accident. Though briefly frightened at the realization that he'd just trapped his pegasus master and her friend somewhere, he didn't dwell on it for long. There was only one thing a bunny like him could do in a situation like this, go and get help. He didn't know where he might find it, but he was determined to find help all the same. As he hopped away, he was unaware of a shadowy figure watching from afar.

Meanwhile, Applejack and Rainbow Dash were still running away from what they'd thought was a ghost. "Okay, so, maybe the legend is true!" Rainbow reluctantly admitted in between pants.

Despite what she'd just seen, Applejack proudly pointed out. "Yeah? Well, that's why I brought you here, Rainbow! I guess only the most darin' pony of all time could stay in this haunted castle all night without bein' scared off."

Upon hearing those words, Rainbow screeched to a halt. "Wait a minute! Scared?! Me?! I don't think so! I'm not scared at all! That could've just been a trick!"

"Y-yeah," Applejack nervously replied, trying to be brave. "I wasn't really scared, I was just pretendin' to be scared to get you scared."

And the brash speedster insisted. "Then it's settled! This is our tiebreaker challenge! Whoever stays in the castle longer is the Most Daring Pony. Deal?"

"Deal." Applejack insisted as she and Rainbow firmly shook hooves.

The rainbow maned pegasus then boasted. "It's gonna take a whole lot more than some shadowy ghost pony to get me to leave, Applejack. I don't scare easily."

The farm mare nodded, her earlier bout of fright having completely left her. "I don't either! We ain't seen even close to everythin' this castle has to offer! I reckon by the time we're done, it'll either be mornin', or one of us will have run back to Ponyville in fright." And she and her fellow athlete trotted away to explore another part of the castle, neither of them noticing an old portrait that would've appeared to have been eyeing them through its frame.





Twilight and Spike were still conducting their research by candlelight, neither of them aware of what was going on elsewhere in the castle.

"Find anything yet?" Twilight asked Spike as she sat at one end of a large table in a room in the upper half of the castle.

Spike folded up a book, sighing and shaking his head. "Nope, nothing yet. I hate to say this, but I think this might be a dead end."

The young alicorn frowned. "Princess Celestia wouldn't have suggested we come here unless she was certain there was something that could help us. We have to keep looking, Spike! No matter how long it takes us! We have to find out what's in that chest!"

Just then, there was a loud springing like sound! And then, seemingly from out of nowhere, Angel appeared right in front of Spike! His appearance startled the little dragon, who hastily leaned back and pulled on a book that wasn't actually a book.

Suddenly, there was a loud clatter. And as if by magic, an entire wall in the room Twilight and Spike were in began to move. It revealed itself to in fact be a fake wall, which led to a small interior room with only a faint ray of moonlight for illumination. There, resting on a small stand, was a book with a red jacket. On said jacket's cover were the symbols of the sun and the moon.

Certain that this book looked promising, Twilight approached and picked it up with her magic. She read the title aloud. "'The Journal of the Two Sisters'," Then she gasped! "This must be it, Spike! This may be the book Princess Celestia was thinking of! I'll bet if there's anything about the chest, we'll find it in here!" She proceeded to bring it with her back to the room she and Spike were originally in.

Spike, meanwhile, was trying to figure out what Angel was trying to tell him. "Oh, if only Fluttershy was here," He complained. "She'd know what you're trying to say," Then a thought struck him. "Come to think of it, where is Fluttershy? Shouldn't she be with you? I can't imagine she'd want to come to a place like this at night."

"Maybe she got lost or something," Twilight considered. "But it could take ages to find her in a place like this," Turning to the book in her magical grasp, she had an idea. "Maybe the journal can tell us more about the castle, give us some ideas about where Fluttershy might be."

"You sure we shouldn't go look for her ourselves?" The little dragon nervously asked.

"For all we know, Angel just wandered off and Fluttershy hasn't found out yet," The young alicorn commented. "I at least want to get to know the castle layout better before I go running off. And don't get any ideas yourself, Spike. I don't wanna risk anything happening to you."

Spike sighed as he looked across the table to a very furious Angel. "Guess we're stuck together for now, buddy. I don't like it anymore than you do. But since I can't understand you, there's no prying Twilight away from a good book." And he went back to his earlier task of helping Twilight with her research.





Rainbow Dash and Applejack had no way of knowing what their friends up to within the castle, the two were far too fixated on their "contest" to prove who truly was the most daring pony of all time. Neither one wanted to conceede to the other.

The two athletic mares were now descending down a spiral staircase faintly lit by torches that hung along the walls. "I sure hope you're not afraid of the dark or anything like that, Applejack!" Rainbow Dash taunted as she flew down after Applejack.

Despite descending the spiral staircase, Applejack kept a close eye on her fellow athlete as she replied. "I can't say that I am! But even if I was, which I'm not, I'd be at least fifty percent less scared of it than you, Rainbow Dash."

Rainbow boasted back. "Dunno how all that math works because I'm not scared at all!"

Applejack firmly and stubbornly insisted. "Me neither!" Soon afterward, she and Rainbow Dash reached the bottom of the staircase. And what they saw when they looked down a nearby hallway, was enough to unnerve them a little bit.

Fighting back a gulp, the rainbow maned pegasus looked across to her stetson wearing friend. Trying to sound like she wasn't on the verge of fright, she nervously asked. "W-what's the matter? It's just a dark hallway full of..." She gulped. "Disembodied pony legs."

Applejack pulled her stetson down towards her head as she saw Rainbow hide her face with her wings. "Y-yeah," She forced out. "Nothin'... creepy about that. N-not at all. L-let's just... move on." And so the two athletes did.

Meanwhile, Rarity and Fluttershy had gotten their bearings after their unexpected fall. They'd found themselves in a dark dungeon of some sort, with the only source of illumination coming from Rarity's horn. "You know what, Fluttershy?" The fashionita grumbled as she looked around. "I'm beginning to think this castle has a mind of its own. It feels like it doesn't want my expertise after all."

"How can that be? Are you saying this castle is..." Fluttershy gulped and swallowed hard. "Haunted?!"

Rarity sighed. "I don't know what to believe anymore, Fluttershy. But something's very strange about all of this. You ever get the feeling somepony just don't want you around?"

"N-no," The animal loving pegasus insisted even though her tone of voice betrayed her thoughts. Then she noticed something else. Something far more concerning. "Rarity, have you seen Angel anywhere? Is he with you?"

Rarity immediately shook her head in protest. "I'm afraid not. I don't think he made the trip down with us, darling."

Fluttershy immediately began to panic, her eyes widened as she started to pant! "Oh no! Angel! We have to find him, Rarity! He'd do the same for me! Besides, an ancient castle full of traps is no place for a bunny! I wouldn't have brought him here if I'd know how dangerous it was!" A thousand terrible images began to flash before her eyes! "He could get hit by falling debris, or the floor could give out under him! Oh! He could be trapped in a dark place with no way out!"

The unicorn mare with a pristine white coat had to resist the urge to roll her eyes at her friend's statement. "Gee, I wonder what that would be like." She remarked in a sarcastic tone of voice. Then she happened to notice a small peep hole in one of the walls. Curiously, she stuck out a hoof to inspect it.

As it just so happened, it was at that very moment that Rainbow Dash felt something touching her on the side. She smirked, confident she knew what it was. "Hey, Applejack. You know if you're scared you can just admit it, right? You don't have to put your hoof around me. It's kind of embarrassing."

But Applejack nervously pointed out. "Uh, I'm over here, Rainbow." And indeed, she was standing a ways away from the pegasus, making it impossible for her to be the one putting her hoof on said pegasus.

It was then that both mares noticed the hoof touching the brash speedster was white in color. A ghostly white, you might say. Neither of them seemed to realize what that might suggest, their minds instead jumped to a much more terrifying conclusion about who the hoof belonged to! They both screamed and ran all the way down the hall without bothering to look back!

Rarity was completely unaware of her friends' presence. Instead, she brought the hoof back through the peephole and told Fluttershy. "I just touched something! Something... alive!"

Fluttershy let out a happy gasp! "Maybe it's Angel!" She hopefully suggested, and rushed to the peephole to see if she too could feel what Rarity had felt. However, instead of feeling something alive, she instead unknowingly pulled on a lever. With a click, an entire wall spun around, setting unicorn and pegasus free from their prison.

The fashionista had lost all patience she might have had. "You know what, Fluttershy? This was a bad idea. This castle clearly doesn't want anypony touching its tapestries. Why else would there be all these trap doors and secret passages?" She swished her tail. "I'll manage just fine without the restoration project. Let's get out of here before something else mysterious happens to us."

The animal loving pegasus sternly protested. "No, Rarity! We can't leave! We have to find Angel! He must've gone to get help, but he could be anywhere in the castle! We have to find him and make sure he's okay! Please!"

Rarity found herself unable to say no to her friend's pleas. "Oh, very well. You have a point. But let's stick close together so we don't get separated. No need to add more rescue missions to our plate." And she and Fluttershy set off to find Angel, wondering where he might have gone since being separated from them.





Angel had by now given up hope of getting through to Twilgiht and Spike, neither of them could understand him at all. Just his luck that the only other creatures he'd found in this castle were two that he couldn't talk to at all. But he had no idea where his pegasus master was. He didn't even know if he could find his way back to where he had seen her now, since it had already been quite a while since he'd been separated from her.

Twilight, meanwhile, was eagerly reading through the pages of the journal she had found. Every other passage contained within it seemed to excite her. "Listen to this, Spike," She cleared her throat and read aloud. "'I love to duck behind the paintings to surprise unsuspecting ponies. And though the Hall of Hooves still gives her a bit of a fright, the trap door slide is Luna's favorite.'"

"'Hall of Hooves'? 'Trap door slide'?" Spike questioned as he put a claw to his chin.

Twilight just read further. "'Soon the Organ to the Outside will be finished. I can hardly wait. This castle is just the thing to get all those stuffy nobles to lighten up. Luna's right, a good scare is always enjoyable.'"

"So, what's this 'Organ to the Outside'?" Spike wondered.

The young alicorn grinned even as she admitted. "I have no idea, but I'll bet it's related to those traps Princess Celestia warned us about! I guess she and Princess Luna were pranksters once upon a time." She proceeded to show off a series of sketches in the journal depicting the aforementioned hallway and organ.

"Sounds like they had a strange sense of humor," The little dragon commented as he observed the sketches in greater detail. "But if there was an organ, how come we haven't seen it or heard it, yet?" But at that very moment, the sound of loud organ playing began to fill every inch of the castle. "Think that's the 'Organ to the Outside'?" He questioned Twilight.

Twilight looked up. "Could be. It might have been enchanted to play by itself, another one of Celestia and Luna's pranks if I had to guess. What could be more terrifying to an unsuspecting pony than an organ that plays all by itself?" And she went back to reading, quite unconcerned.

Unbeknownst to Twilight, Spike, or any of their friends, the organ wasn't playing as a result of magic. An unseen shadowy figure was playing the organ, having stumbled across it all by themselves. It no idea the organ was capable of controlling different parts of the castle, or that playing it would cause all sorts of frightening things to happen to the ponies wandering the castle.

Over the sound of the organ blasting out its haunting melody on its pipes, Rarity and Fluttershy were trotting up and down the corridors as they tried to retrace their steps. "Angel! Angel, where are you?!" Fluttershy frantically called out to the darkness, hoping for a reply.

Rarity paused and put a hoof on Fluttershy's back. "Not to worry, Fluttershy. I'm sure we'll find him. This castle can't be that big," Then, out of the corner of her eye, she noticed a large and torn tapestry depicting Princess Celestia and her sun! It was hanging against a wall near what could be best be described as what used to be the throne room. She rushed up to it, her eyes all aglow! "Oh my stars! This is perfect! No haunted castle in its right mind could possibly object to me 'borrowing' a tapestry in such bad shape. I'll take it home, restore it, and bring it back good as new."

"That's... lovely, Rarity," Fluttershy commented before turning her back. "But I have to keep looking for Angel. Oh, I hope he doesn't think I've given up on trying to find him. I'm sure he's just as worried about as me as I am about him."

The fashionista just called in reply. "I'm right behind you, really," She said in between grunts, struggling to move the heavy tapestry with her magic. "I... won't... be... long! I... promise!"

And meanwhile, Applejack and Rainbow Dash had finally ended their mad dash. They'd found their way up into one of the castle towers, discovering a series of stone pony statues clad in tacky (and spooky) looking armor a shade of dark midnight blue.

"Seriously, Rainbow," Applejack commented in disbelief as she and her friend explored their surroundings. "Do you think there's a single room in this castle that isn't filled with terrifyin' things? No wonder Princess Celestia stopped livin' in this place."

Rainbow didn't reply. She bumped into one of the statues wearing the old armor, and when her wings brushed up against it it nearly made her jump out of her fur! "Yow!" She shouted, then quickly tried to save face in front of Applejack. "I mean, what's the big deal? It's just old pony armor. Nothing to be afraid of."

The farm mare nervously chuckled. "Y-yeah! I mean, it ain't like it's gonna come to life or anythin', right? Right?" And she trotted closer to inspect the statue more carefully.

Suddenly, amidst several sharp blasts of notes from the organ, several things happened all at once: Applejack was whisked away along with the statue, right in front of a horrified Rainbow Dash! Rarity and the tapestry she'd been trying to collect vanished from Fluttershy's sight, causing Fluttershy to scream! Applejack was soon propelled to the very edge of the castle's exterior, with only a gargoyle for company! And Rarity was flung out into the castle's courtyard, her mane and tail dirtied a bit and the tapestry she'd hoped to collect now in ruins!

To make matters worse, a storm was beginning to brew. Lightning flashed, thunder clapped, and the wind began to roar quite ominously. Granted, the storm seemed to be moving away from the castle. But it only contributed to the feeling of the old, crumbly castle actually being haunted.





Naturally, Rarity and Applejack didn't stay in their current locations for long. Rarity was the first to make her way back into the castle proper, having to climb in through a window as she got a few twigs and leaves stuck in her mane. "Alright, castle. I've had it up to here with your behavior tonight!" She scolded it not unlike a mother scolding a child. "All I wanted to do was a borrow a tapestry or two to make some repairs, that's all. There's no reason why you have to make this so difficult. And I don't care what anypony says: You can't be haunted! If you were, I'd think any spook or spirit would've shown up by now." Swishing her tail, she set off to try to find Fluttershy (and maybe even an easy enough to obtain tapestry).

Meanwhile, Rainbow Dash was looking all around the tower for any sign of Applejack, all the while trying not to show how frightened she truly was. "Uh... Applejack? Where'd you go? You didn't run back to Ponyville, did you? 'Cause if you did... that would mean I win, right? And... you would never do that. You'd admit you're scared first. So, just come out and admit it cause'... I'm kind of scared too! Is that what you wanted to hear?" But all that happened was that she bumped into one of the other statues, and was so frightened that she screamed and fled from the tower as fast as she could!

Fluttershy wasn't faring much better on her end. Now separated from Angel and Rarity, she was desperately hoping for them to be together and be safe. Frantically, she called out to the darkness. "Angel! Rarity!" She whimpered as she was looking by the throne Rarity had disappeared with, hoping to find some sort of lever or button. "Oh please! Please tell me you've found each other! Please tell me you're both okay!" But when she heard another loud blare of the organ, she unfolded her wings and flew away in fright!

Applejack returned to the tower as the organ was played once again, quickly getting her bearings as she adjusted her trusty stetson. Seeing no sign of Rainbow Dash anywhere in the tower, she nervously called out. "Rainbow? Hello? I guess if I don't find you, I win by default, right?" Then she whimpered. "I admit it, I'm scared now! And I know you're scared too! So let's call the whole thing off and get out of this spooky place! We'll think of some other way to settle our tie." Alas, there was no reply to her tempting offer.

Rarity had finally made her way back to the ground floor of the castle, looking quite the worse for wear as a result. It only got worse when a stray stone struck her on the forehead. "Ouch," She groaned. "This has gone far enough, castle! If you're trying to make me angry, you're doing a very good job. Fine! You can have your silly tapestries! I just want to find my friend, and help her find her pet, and then get out of here. I'm never coming back here again!" She vowed and started walking backwards, hoping she might be able to spot Fluttershy and/or Angel.

Fluttershy, unaware of Rarity's presence (or anypony else's for that matter), happened to be walking backwards as well. And in a desperate whisper she cried out. "Angel! Rarity! Why can't I find you?! Why can't this all be a bad dream?!"

Applejack said nothing as she ended up back in the main hallway via a secret passage. But when she laid eyes on yet another stone statue wearing that old armor, she jumped and began walking away with her face towards it just in case it for some reason came to life!

And Rainbow Dash was flying frantically about the castle as best as she was able, looking everywhere she could for any sign of Applejack! All the while she was saying loudly. "Haunted statues, creepy armor... ugh, come on. I'm not gonna let this castle to me! I'm not!" Yet mere seconds after she said that, there was another flash of lightning and a loud rumble of thunder. The brash speedster whimpered in fright and slowly backed away, coming down to the ground.

Naturally, with all four mares walking backwards within the same area, they ended up bumping into each other. And with each of them already very heavily unnerved from all they'd been through, this sudden brushing of tails against one another was enough to set everypony off! All of them screamed and ran about, too frightened to think straight!

Rainbow flew back into the air, bouncing off the walls and screaming her head off!

Applejack started bumping up against pillars, running one way and then another!

Rarity ended up running forward, only to see one of the huge tapestries from earlier come down on top of her (having been knocked loose by Rainbow's frantic flying)! She tried to light up her horn, but it was no use, the tapestry was too heavy to be moved. It now covered her completely! "I can't see!" She cried and ran away!

A sudden flash of lightning caused Fluttershy to spot a shadowy outline near one of the pillars! "Angel! Is that you?!" She hopefully gasped and rushed over to it, only to have the pillar give way! "Oh no, AAANGEEEEEL!" She cried at the top of her lungs! Thinking quickly, she pressed her body up against the pillar to prop it up, not wanting to let it fall.





By now, the screaming, crying, and shouting had reached all the way up to where Twilight, Spike, and Angel were in the castle.

Twilight looked up from the journal. "What in the wide world of Equestria was that?!" She pondered aloud.

"You mean, I wasn't hearing things?" Spike replied.

Twilight stood up, shutting the journal and putting it aside. "Come on, Spike! You too, Angel!" She firmly declared! "We're going to find out what all that noise is about!"

The three headed back down to the balcony overlooking the main hallway of the castle. Twilight and Spike could soon see four of their friends all running around, crying, and doing all sorts of things that made no sense at all. It was as if they'd all seen a ghost.

"What the...?!" Twilight exclaimed as she had to blink and rub her eyes to be sure she wasn't seeing things. Indeed, she wasn't.

"What do you think's gotten into them?" Spike asked Twilight.

"I don't know," The young alicorn said firmly. "But it all ends now!" She flew down to the main hallway, quickly lighting up her horn as she shouted at the top of her lungs! "Alright, everypony, stop!" Soon, the violet-red aura of her magic enveloped all four of her friends, freezing them in place. In the process, she alerted them all to her presence.

Applejack was the first to speak up once the shock of everything wore off. Upon seeing her alicorn friend, she could only ask. "Twilight?"

Fluttershy, meanwhile, continued to try to prop up the pillar that had been about to fall right near her. "Must... save... Ange—!" She began, only to blush when her pet rabbit came bouncing over to her, clearly delighted to be reunited with her.

Rainbow Dash then looked down at her fellow pegasus. "Fluttershy? What are you doing in a creepy place like this?" She inquired.

Rarity poked her head out from under the thick tapestry. "She's with me. We got separated." She explained.

"Oh, thank goodness you're okay." Fluttershy sighed with relief.

Applejack then requested of Twilight. "Think you can drop your spell now, sugarcube?" The alicorn obeyed with a nod.

The fashionista breathed a sigh of relief. "Thank you. That's much better. Please don't ever do something like that to us again, Twilight."

"Well, how else was I supposed to get your attention?" The young alicorn questioned with concern. "You were all running around, screaming and hollering hysterically! You were acting like you'd seen a ghost or something."

"Well, there's no ghosts," Applejack pointed out, before a frightening possibility came into her mind and made her gasp! "Unless... you're actually the Pony of Shadows!"

Twilight blinked in confusion. "The pony of what now?"

The farm mare sighed. "Ah, never mind. Just an old pony's tale Granny Smith used to tell me."

Just then, however, the gathered group became aware of the sound of organ music echoing throughout the castle. "Then... w-who's playing the organ?" Spike asked with a gulp while a bead of sweat dripped down his face.

As everyone else huddled around her, Twilight managed to stay calm as she told the others. "I don't know, but we're going to find out. Come on!" She began to trot off, only to frown when she noticed what the others were doing. "You can all stop clinging to me, you know. There's no such thing as ghosts! Not in this castle!"





Eventually, the rag-tag group of five ponies, a baby dragon, and a bunny managed to trace the organ music to its source. Tucked deep in the basement of the old castle was a room where an ancient organ resided. And inside that room, a figured wearing a long, black, hooded cloak could be seen playing away at the organ.

Everyone was unnerved and scared out of their wits, except for Twilight. Plucking up courage, she trotted up to the organ player and said to them. "Alright, whoever you are, the jig is up! Don't you have anything better to do than to scare innocent ponies for no good reason?"

The cloaked figured didn't reply, so Twilight just lifted up the cloak with her magic to reveal who was underneath it!

Who should pop out from under the cloak but Pinkie Pie herself?! "Hey, you guys!" She greeted, apparently unaware or unconcerned about anything that had transpired. "Looks like you found me!"

"Pinkie Pie?!" The ponies and dragon all said at once!

Rainbow Dash flew forward! "You mean, you're the Pony of Shadows?"

Pinkie replied without looking up from the organ. "The pony of what now? Never heard of 'em."

"See, I told you!" Twilight pointed out. Then she asked Pinkie Pie. "Why are you down here playing the organ? I never knew you could do that."

"I know," The pink party pony giggled. "Sometimes, I amaze myself." And she played a little tune on the organ with the greatest of ease, demonstrating her freaky ability to master musical instruments quite easily.

Applejack blinked in disbelief. "What are you doin' down here? I thought you went to go ring the school bell."

Pinkie Pie giggled again. "Oh yeah, that. I forgot they only wanted me to ring it for about fifteen minutes. They said that was good enough. Can't imagine why."

"So you came out here to this castle, and you've been messing with us by playing the organ?" Rarity questioned. "Pinkie, you do know that organ's connected to a bunch of booby traps, right? It's not a toy."

The pink coated earth pony replied. "Oh, it has traps? I didn't know that. I only just started playing it." As she spoke she leaned on the organ, accidentally pressing a key down.

Without warning, a trap door on the floor below opened up! Spike was launched into the air! Luckily, he was unharmed. "Pinkie!" He protested.

The pink party pony blushed ever so faintly. "Oopsie. Sorry about that!" And then she explained. "I didn't come here to play the organ. I came here in search of bluebells. You know, can't have a bell ringing party without bluebells. I searched all over the forest for 'em, and couldn't find any. Then I saw you girls go into the castle, and it looked like someone else was watching you. So I figured you were all just playing a game of hide 'n seek, and I didn't wanna interrupt that. But then this shadowy figure who was watching you went away. I followed them down here, but they took off. They were in such a rush, they left their cloak behind. I put it on because it was so chilly down here."

Twilight breathed a sigh of relief. "Well, whoever it was, they obviously didn't want to be found. Still, at least we know this castle isn't really haunted," She then suggested to her friends. "Why don't we all go somewhere a bit more comfortable in this castle? I still have a few questions I want to ask."





The six ponies and dragon (along with Angel) eventually adjourned to the part of the castle where Twilight had found the old journal once belonging to Princess Celestia and Princess Luna. Slowly but surely, as her friends talked, Twilight pieced together the events of the evening and how it had all come together.

Rarity, meanwhile, had managed to find a tapestry small enough for her to pick up with her magic. "I promise, once I've restored this tapestry to its former glory, it's going right back where it came from," She insisted. "Other than that, I'm not coming back here until we get all those traps dismantled. Somepony, and I don't just mean me, could get hurt on those things!"

Fluttershy, though happy to be reunited with Angel, was scolding him. "This never would've happened if you hadn't gotten so far ahead of me. When I tell you to stay by my side, I mean it, Angel," But then she sighed, realizing that she must've looked really silly getting so worked up and easily frightened. "Oh, but I guess I shouldn't have let my fears get the best of me. I should know not to let my imagination run away from me like that."

The others all nodded, and then Pinkie Pie pointed out. "At least when I let my imagination run away from me, it comes back with cake."

Twilight simply smiled. "Well, it's good to know that when your imagination's running away from you, a good friend can help pull you back to reality," Then she frowned and let out a slightly unhappy sigh. "But it looks like this research trip turned out to be a dead end. Not even Celestia and Luna's old diary gave me any ideas about that strange chest or what might be in it. Guess it's back to square one, I'll have to research it with whatever spare time I can find."

"Don't worry, Twilight," Spike reassured the young alicorn. "I'm sure we'll find the answers you're looking for eventually. The tree wouldn't have given us that chest if we weren't meant to open it. The keys will turn up in time, I just know it." And the five other mares all nodded.

It was then that Twilight had an idea! "You know what, I've just thought of something," She held up the book she'd been reading from. "Seeing that Celestia and Luna had their own diary, why don't we do something similar? We'll start our own friendship journal."

"All of us?" Fluttershy asked.

The young alicorn firmly nodded. "Yes. That way we can all learn from each other! And maybe some day, other ponies will read it and learn something too!"

"What a splendid idea!" Rarity happily declared, and the other mares all chimed in with their own sentiments. Even Spike agreed that a friendship journal was a good idea.

Unknown to anyone in the castle, however, the mysterious figure Pinkie Pie had mentioned hadn't completely gone away. It was watching them from a window, frowning and glaring at them through its cloak (which it had reclaimed after the ponies had left the organ room).

Eventually, the owner of said cloak would reveal itself. And would lead to a confrontation the likes of which Twilight and her friends would not soon forget. But that's another story.