The sun had finally risen over Ponyville as Mrs. Cake tiredly frosted the last of the Cutie Mark Crusaders cupcakes. She yawned, fighting to hold her heavy eye lids from closing, and jumped slightly as the front door opened and three excited fillies ran inside. "Mrs. Cake!" The three yelled excitedly as they ran over, hugging her as payment, "Thank you for the cupcakes!" They smiled at her as they ran out with the box of goodies over their heads. Mrs. Cake smiled and slowly went upstairs to go sleep, but knocked out on the way up, falling back down the stairs.
The Cutie Mark Crusaders giggled and smiled as they made their way to their tree house happily. They grined as they went up to their "secret" club house and began devouring the cupcakes hungrily. They all giggled at one another smiling. "Boy, those sure were some good cupcakes, weren't they girls?" Applebloom asked her friends happily as the other two nodded in agreement. "Oh! Oh! Guess what guys!" Scootaloo jumped up yelling in sudden excitement causing both Sweetie Belle and Applebloom to direct their attention straight to her. "Rainbow Dash is gonna teach me to fly today!!" The purple haired filly shouted, obviously a bit more than happy at her own news.
"Oh that's so cool!" Applebloom said happy for her friend. "Maybe you can teach us to fly too!" Sweetie Bell smiled as her friends giggled. "Yeah, sure!" Scootaloo snickered, "Maybe when you grow wings!" She giggled. Suddenly they heard a loud thump on the ceiling and the giggling ceased. Hoofsteps began to make their way across the roof of the tree house toward the front door.
Scootaloo whimpered afraid as she hid herself under a nearby blanket shaking. "W-What is it?" Sweetie Belle asked clinging to Applebloom for comfort. "N-Now calm down girls..." Apple bloom said trembling a tad bit. "I-It's probably just a bird..." The red haired filly mummbled, mostly trying to reassure herself rather than her friends. Scootaloo wanted to scream, but held it back by biting her lower lip. "D-Don't worry guys...!" She said trembling a bit. "I-I'll get rid of it...!" She smiled weakly grabbing a nearby chair in her mouth, inching toward the door.
When Scootaloo got closer, the door flew open and the three fillies screamed. Scootaloo hurled the chair towered the rainbow manned equine who now stood laughing in the door frame. The chair hit her hard, she toppled over the wooden railing behind her and fell out onto the grass that laid below the club house. Scootaloo gasped running to the railing, looking down where the mare lay in pain. "O-Ow...What was that for little sis?" Rainbow Dash asked as she pushed the now broken chair off her aching frame.
The young filly gasped and jumped down landing on Rainbow Dash accidently with a loud 'thud' and a earning groan from the elder. "Rainbow Dash, are you ok?! I'm so sorry!!! Please don't be mad please I'm sorry!" The purple haired filly hurriedly said sobbing a bit at the thought of her heroine, Dash being mad at her. What if the rainbow haired mare was so mad she wouldn't teach her how to fly now? Or worse, what if she never wanted to see the young filly again? The thoughts only made Scootaloo feel worse about the mere accident.
"Please I'm so sorry..." she sobbed out moving off of the older mare, not wanting to be hated by someone she cared for so much. "Hey, it's fine," Rainbow Dash said slowly getting up and shaking off the pain. "See? I'm fine. Just gotta stretch," the mare assured her little sister. Scootaloo nodded and hugged her tightly. "Can you still teach me to fly Dash?" The filly finally asked hoping the answer was yes, even though she had just thrown a chair at her older sister.
Dash giggled and smiled down at the younger. "Yeah sis, of course! Just don't throw chairs at me, ok?" She said teasingly as Scootaloo went red and got on to her older sister's back. "SHUT UP!!!!!" she said as the other two CMC's giggled at her. "Hold on tight Scootaloo!" Dash exclaimed as she got into position. With a slight push off the ground, they flew off with Dash's fastest speed.
Sweetie and Apple bloom sighed and wondered what to do while their partner in crime was gone. They decided to go on an adventure (as always) to get there cutie marks. This time they decided to see if Ms. Cheerilee could help them obtain the marks they desired so badly so they went and knocked on her door. "Who is it?" Ms. Cheerilee asked from inside as she looked up from making what was to be tomorrows lesson plan. "It's two of your three favorite students~" they said in unison excitedly.
"Let us in Ms. Cheerilee~" Cheerilee sighed a bit in annoyance having to give up her day of relaxation from her all too eager students. She grimaced at the thought of the two fillies, yet answered with her all to familiar smile. "Why hello girls, what is it that I can help you with?" Ms. Cheerilee asked letting them in as they ran past her. "Can we help you plan for tomorrow Ms. Cheerilee?" Sweetie Belle smiled innocently getting onto her teachers desk reviewing the lesson. "Awe! That's boring, lets do this instead!" she said changing the plans to a big arts and craft's project.
The pink mare gasped and got the papers. "Now Sweetie Belle I'm the teacher, so I need to make the plans. I'm sorry that they're boring, but you need to learn this before you go to any type of school for your future. So please don't change my lessons." She said a bit frustrated knowing she'd have to redo the whole thing now, giving up even more sleep and alone time. Sweetie Belle and Apple Bloom both frowned, "We're sorry Ms. Cheerilee but we thought if we helped, we would get our cutie marks," Apple Bloom whimpered, her eyes welling up with tears as her and Sweetie were about to leave.The teacher sighed and frowned "Ok girls you can stay, but I need to finish my lesson plans again, alright? Now just sit and be patient and I'll help you alright?" Ms. Cheerilee said beginning to redo the papers as the two fillies sat in silence.
Soon the young girls fell asleep as Ms. Cheerilee finished up her work. After a while, Cheerilee looked up to see the fillies sound asleep and decided to take them home. She picked them up and put them in a carriage. She smiled a bit and took them each home saying good night to their respective families, then heading home herself. As she walked in the direction of her home, Cheerilee began to feel unbelievably tired, and suddenly collapsed at the foot of her doorstep.
~~~~
Night soon fell over Ponyville, Princess Luna having decided she must speak with her elder sister about the strange occurrences with the two inaccessible dreams. As she entered the throne room, she spoke, "Sister, something strange happened last night. We were not able to enter the dreams of two mares of Ponyville. Do you know why?" Celestia's brow furrowed, "It is of no concern to you. Besides, seeing as how you had a nightmare earlier, it may be of exhaustion or perhaps stress," Luna sighed, "Y-Yes sister...that must be it....." She frowned looking away from her elder whimpering slightly. Celelstia sighed, "Sister...I grow tired...lest I start hallucinating like you, I must go to sleep. Now please drop this ridiculous subject sister. We shall discuss it later, if I remember. Now goodnight," She scolded angrily stepping off the throne as the sun lowered. Celestia bit her lip in annoyance as she pushed past her sister and made her way to her room.
The younger sister sighed and sat at the throne. Soon, after sitting there growing bored for a few minutes, she decided to go and check on the ponies of Equestria's dreams. Specifically, the dreams of those in Ponyville. As Luna went through the dreams, she found that there were now 3 different dreams she could no longer enter. They belonged to those young fillies of the cutie mark crusaders.
The young princess frowned, confused, as she tried desperately to enter. Luna gasped when she saw a magical force similar to her own blocked her entry. She grew more and more bewildered, finally deciding to give in, as she recalled her and her sisters conversation. Luna sighed heavily, and exited the dream scape wondering if somehow, Nightmare Moon had returned to the realm where the dreams of all the ponies in Equestria lay. As her brain pondered this, she decided to venter to the Canterlot library to read and find any answers she could on the subject.
The princess of the moon whimpered, tears welling up slightly, afraid her elder sister may send her back to the moon, Celestia was starting to believe she was returning to her evil ways. Luna also had a welling fear that Nightmare Moon would take over and hurt, or worse, kill her Sister and her beloved subjects. As she went deeper throughout the realm, the little fillies of the CMC's were disenchanted with terrible nightmares. Though each filly had different terrors, each dream was just as evil as the last.
Scootaloo's dream started off normaly. She was with her sister, Rainbow Dash, as always, but something didn't seem right. "Rainbow Dash," The purple haired filly questioned looking to her elder who was flying next to her, "Why does everything seem so weird today?" The cyan pony smiled lovingly, "Well, after the test, since you didn't do so good I have to take you to a place so you don't, um... get hurt hehe. I talked to Spitfire and the rest. They said I could do this, so don't worry OK?" Dash said reassuring her sister 'Hu...? But I failed...Oh no...She's probably mad at me or something...' Scootaloo thought to herself as they neared the rainbow factory.
Scootaloo sighed as she thought back to the events of earlier, the flight test, the filly who's wings broke...her subconscious sacrifice for Orion and that filly...The orange mare shook her head and looked up, barely realizing her and the older mare had gone inside. "So...I'm going to have to work here 'cuase I failed?" Scoots questioned, frowning as she made her way with Dash to a darker area of the factory. She raised an eyebrow, this was a place she had never seen before... "Well...In a way, yes," Rainbow Dash murmured as they got to a door made of dense dark clouds. "Hu, what is this place?" The younger asked as Dash unlocked it, opening it as she pulled Scootaloo inside. "Shhh, don't make a sound and don't think of running," Dash said, her eyes going cold and dark.
"This is the only way you'll make it out alive," Scootaloo whimpered in confusion and shock as they heard loud machines creaking and moaning, causing the clouds to shake slightly beneath them hearing nothing but smashing. The young fillies eyes widened, and her stomach ached as the smell of rot and decay filled her nostrils. "Ugh...what's that smell...!?" Scootaloo asked gagging. "That's...what the real factory smells like...This is how we really make the rainbows...hehe...I'm sorry for having to show you this Scoots but it was the only way I could help save you..." She said looking down sadly as they began walking across the dark platform.
"You must not tell anyone of this place Scootaloo...or else I can't protect you..." Rainbow Dash whimpered biting her lip as they walked further down. Suddenly there was a blood curdling scream coming from the direction of the machines. "D-Dash what was that...?" Scootaloo whimpered jumping up about to fly toward the noise. "No!!! Don't go scoots, or else!" The rose eyed pony snapped grabbing Scootaloo. The smaller whimpered and looked around nervously starting to calm down as they continued down the dimly lite path. Soon another scream was heard, but...something was wrong. It sounded like...
"ORION!? Dash I've gotta go! Orion sounds like he needs help!" Scootaloo said, panicking slightly as she flew off as fast as she could. Dash sighed shaking her head a bit and continued down the platform. Scootaloo looked around, flying faster and faster as she neared the screams of her friend. She looked up as she entered a clearing in the machines and saw Orion being picked up by a weird looking mechanical claw. Scoots watched in shock as her best friend was strapped to a machine soaked with fresh blood.
The purple haired filly looked beneath the machine and saw something that made her heart sink. There were piles of bodies underneath being placed on a conveyer belt...by other ponies...She gasped and flew down trying to help Orion out of his bindings. Out of her peripheral vision, a colt in a bloodied lab coat, goggles, and a facial mask started making his way towards them. Scootaloo gulped, slowly taking off Orion's bindings seeing as they were extremely tight. "S-Scoots...leave...don't worry about me...just go..." Orion pleaded coughing up blood.
Scootaloo felt tears well in her ever darkening purple eyes. "No! I won't leave you!" She sobbed out feeling the tendons in her heart begining to snap. Scootaloo gasped as she felt a hoof grab her, yanking her away from her now unconscious best friend. The last thing she saw was more of those evil ponies placing Orion back into the restraints, then everything went dark. There was nothing around them just...darkness...
"W-What?!" Scootaloo exclaimed as the colt put her down taking off his facial mask. He smirked showing his sharp bloodied teeth and rustic brown fur. "What's wrong Scootaloo~?" The strange colt purred. "Can't stand to kill your best friend to be with your beloved Dashie? Hahaha!!" The rust colored pony laughed, the sound piercing Scootaloo's eardrums, as he stepped closer to her snapping his neck.
Orion appear still bound upon the machine. Scootaloo gasped, running over but no matter how fast she ran, she didn't seem to get any closer. As a matter of fact, she wasn't moving at all. Her legs were like lead...she was to terrified of moving, she was terrified of the colt who stood smirking evilly in her way. Mostly the filly was terrified of her friend about to die.
"What is it little filly~? Can't save your friend~? Hahahahaha!" The colt said as he made a cane magically appear twirling it around. "Hehe well, tell me brat, who would you rather save? " He chuckled. The colt grinned cracking his knuckles...now dash appeared, also bound. He smirked as Scootaloo started to sob, not sure what to do. "Well well well, look what we have here~! A failure, and a worker who cant follow instructions properly~" The colt smirked, his bronze colored eyes gleaming as he walked over to the two ponies.
"Well? You can only save one. Either your best friend, or your mentor. Your choice kid, who dies, here and now," he said, spinning the cane around his hoof. He grinned, going over to Scootaloo, slamming the cane onto the floor, sticking and turning it into a lever. Scootaloo stared at it whimpering. One side of the switch was the same color as Orion's fur, the other resembled Rainbow Dash's. Scootaloo sobbed as the evil colt chuckled darkly.
"Oh, and if you don't choose soon, they'll both have to die. Then it will be all your fault dear Scootaloo~!" he said laughing, disappearing into thin air. The young filly trembled not sure what to do. Scootaloo looked up at them only to see a giant hour glass in front of her. She whimpered as she heard the mysterious colts voice whisper in her ear, "Oh, And you have five minutes," Young Scootaloo watched in horror as the sand slowly started filling the hour glass, beginning her five minutes.
"S-Save Dash, Scoots...I-I wont last long anyway..." Orion said gasping for air, his lungs having been punctured by his ribs. Orion gave a small, bloodied smile to his best friend, obviously in immense pain. "Scoots just kill him already! He's a useless nobody! Besides, he's the reason you failed the test in the first place! That brat is the reason you didn't get to be with me! Orion's the failure here! Now kill him so we can get out of here!" Rainbow Dash said growling a bit scowling at the dying colt next to her. "B-But D-Dash... he's my best friend..." Scootaloo spit out, eyes welling over with tears. "I-I cant do it..." She whimpered as she felt her elder sisters piercing eyes on her.
The purple haired filly sobbed frantically, wanting desperately to wake up from this nightmare. "Just fucking kill him Scootaloo! He's no use to us! If you pick him, I'll die! Then both of you will too, but if he dies we can be friends Scootaloo, and real sisters. Kill him now! You're running out of time~!" Dash said smirking knowing her "sister" would do the right thing. "S-Sisters...R-Real sisters?" Scootaloo muttered out, in a trance as she slowly watched the grains of sand fall to the larger pile beneath the hour glass. "Yeah Scoots, and we can hang out all day, play games, and maybe I'll even show you how to be as cool as me." The older pony said proudly, grinning as the younger gently grabbed the lever. "O-Ok Rainbow Dash heheheh..." The younger said, slowly starting to loose her sanity. "We can...even kill other useless colts and filly's like him, right Dash?" Scootaloo laughed evilly, her once vibrant violet eyes starting to turn dark, and gray.
"Yeah, sure squirt. Just kill him and we can do more stuff, alright?" The rainbow manned pony asked as the binding slowly starting to loosen around her hooves. Scootaloo grinned maniacally as she pushed the lever to her former best friend's side. Orion's eyes widened slightly as his machine turn on, a few needles coming out and stabbing him several times, puncturing his vital organs as he chocked, crying out in pain. Soon the needles buried themselves in his body, his colors disappearing. With the last of his life being drained, his eyes locked with those of Scootaloo's. The filly's grin never faded as Orion's body fell into the collection, the hour glass bursting into smoke. Scootaloo smiled as she flew over to her idol hugging her tightly, laughing a bit as tears fell from her face. The old Scootaloo was gone...and in her place, a monster appeared.
~~~
As the night went on Princess Luna had gone down to Cantorlot, going through the few shops that stayed open all night just for her. The Princess smiled as she went into "Pony Joe's Doughnut Shop" and ordered her usual, moon cakes and chocolate milk. She was sitting on a stool, eating, when she heard the front door to the shop open. She looked over and saw two ponies cloaked in black that she was certain she had never seen before. They sat next to Luna, as she smiled, happy to see that two ponies loved the night enough to come out and enjoy it.
The young princess called over Pony Joe, "Yes princess?" he asked refilling the glass of chocolate milk. "Could you please give as many doughnuts two those to subjects as they want," She replied motioning over to them. Joe looked over and frowned in confusion. "Who princess? You're the only pony here tonight," he said looking around to make sure they hadn't moved to a different location. "What do you mean? Those two-" she stopped as she turned and saw that no one was there.
Luna gasped slightly in confusion. "Were there not two other ponies here just a moment ago?" The princess questioned as the owner looked at her worriedly. "No Princess...Are you feeling alright? I'll call the royal guard to take you home. You must not be feeling well," he said going to call the guards. "...Y-Yes...maybe we are not feeling well..." Luna whimpered getting up and starting to leave. She had a lot to think about.
Had she really seen two ponies walk inside or had it been her imagination. No more than a moment later, her royal guard came to escort her to the castle. As they walked, two ponies blocked there path, they stood in the middle of the side walk, side to side, not allowing the Princess and her royal guard to pass. "Move along citizens," the guard ordered, the two unknown ponies just stood staring at them. Luna's eyes widened. "T-Those are them...! The two we saw at the shop!" The princess exclaimed as a feeling of dread raised in her stomach.
"Shall I seize them Princess Luna?" The guard asked preparing to fight. "N-No...!" Luna stuttered, nervously inching forward. "We must speak with them," The princess of the night gulped back the sickening feeling in her throat, "Who are you two?" She questioned trying her best not to whimper. "Did I not see you both at Pony Joe's?" The two mysterious ponies said nothing, only inching closer to the now trembling princess. "Halt! Do not move any further or I will be forced to detain you!" The guard shouted extending his weapon towards the unknown assailants.
The cloaked figures ignored the guards commands, inching ever so closer the princess, who in return backed away. The guard glared, readying his weapon. "I MUST PROTECT THE PRINCE-Ack!!" With a flash of purple magic, the guard was silenced. Luna gasped in horror, her eyes filling with tears as her guard dropped his weapon, falling silently into a forming pool of his own blood. "N...No..." The princess whimpered, tears steadily flowing down her cheeks.
"W-Why...? Who are you...? Why would you do this...?" They inched slowly closer, "What's wrong Mom? You don't remember us? I mean, why would you, you left us on the moon to rot!" Shouted the colt to the left of the two ponies. "Oh mother, we don't want to hurt you, but this is your fault. I'm just surprised you don't remember all the tears you shed for us that first year of our departure," the filly next to him growled out as they shortened the distance between them. Princess Luna sniffled a bit trying hard to recall anything about these two.
"W-What do you mean...? We do not remember either of you..." she murmured backing up against a building, these two were getting far to close to her. "P-Please stay away! We do not wish to hurt you...!" She shuddered slightly as they got only inches away from her. The colt reached out, gently rubbing the tears away from her now damp cheek with his rustic colored hoof. "Don't worry mother, we don't want to hurt you just yet," He snickered as the elder flinched. "Yeah mommy~," The girl whispered to the sobbing princess. "We just want to watch you suffer for a while longer," They grinned evilly, their white sharp fangs showing through the darkness of their cloaks.
The night princess gasped and closed her eyes tightly in terror. "Goodnight for now mother dearest," She heard them whisper. When the princess opened her blue eyes, the two had vanished. Luna sobbed and collapsed next to the rapidly decaying corpse of her guard. The air around her grew cold and a wind blew past her. "We love you mother~ Your children of the night have returned~..."