When the Everfree Burns

by SpiritDutch


Chapter 20: Good Company

“I don’t think we’re at the cute-ceañera anymore.” Apple Bloom peered over the edge of the tower into the infinite black mist. The tortured wails and tortuous jeers of the ponies above and below them echoed menacingly. “What were we doin before we woke up here?”

“Were we drinking the punch?.” Scootaloo said. “My mom says the punch makes fillies go crazy.”

“Your mom ain’t got the best track record for complete truths.” Apple Bloom snickered.

“Where have I seen one of these before?” Sweetie Belle stared into one of the many roiling faces gracing the malignant form of a Manifestation, hovering passively above her. “It reminds me of Rarity for some reason.”

“Don’t be silly. Rarity don’t look anything like that.” Apple Bloom retreated from the edge to face Sweetie Belle. “She’s only got one face.”


“Not like that stupid!” Sweetie Belle squeaked. “Like, Rarity told me something.”

“And sir creepy here reminds you of whatever it was Rarity said?” Scootaloo asked.

“It’s Mis Creepy to you, little foal. Or Lady Creepy, actually.” The Manifestation said.

“She sounds like that pony from Canterlot!” Apple Bloom jumped.

“Lady Sparkle, you mean.” Sweetie Belle corrected. “Wait a minute, now I remember what Rarity said! She said that Lady Sparkle was actually a many-faced, floating, dream-eating, demon!”

Scootaloo scratched her nose, cynically. “Really? Hey, mis creepy! Are you Lady Sparkle?”


“It depends on your point of view.” The manifestation said, having to raise her voice to speak over a particularly loud scream of agony from nearby. “I could understand why Rarity would think so.”

“How could anypony be mistaken for you?” Sweetie Belle asked, confused.

“It must be the voice.” Scootaloo guessed.


“Hey, why ain’t you torturing us like the other ponies round here?” Apple Bloom asked.

“It’s a special circumstance for you guiltless youths.” The manifestation explained, several of her hooves gesturing bizarrely. “Ignorance and naivety are unworthy of my attention. Your emotions are weak, hardly worth feeding off of. I could make you cry should I try, but it would be shallow.”

“Are you calling me weak?” Scootaloo huffed. “Are you calling ME shallow?”

“Goading the atrocity against nature isn’t very prudent.” Sweetie Belle whispered.

“You almost sent me to the dictionary that time, but I used context clues.” Scootaloo snapped back. “Try harder next time.”

“I won’t apologize for being verbose!” Sweetie Belle yelled back.


The manifestation clopped her hooves together in squishy applause. “Well done Mis Belle. That’s a good start on pride and hubris. Practice every day, and you might develop something I could work with.”

“I’m glad somepony appreciate me.” Sweetie Belle shot Scootaloo a glare.

“I don’t think a complement from the floatin monster is a good thing.” Apple Bloom said.


Sweetie Belle looked apologetically between the manifestation and the other fillies. “Well I… I don’t want to play here anymore, mis creepy. Can we go home now?”

“No.” The manifestation said. “You stay until you wake up.”

“Wait a minute, are you sayin we’re asleep right now?” Apple Bloom gasped. “Golly! I always did want to try lucid dreaming!” She scrunched her face in concentration. Nothing happened.

“No. This is not your dream to manipulate. Now sit quietly.”

“Can we please go home? This is so boring!” Scootaloo said.

“Do you think I don’t have better things to do than babysit you?” The manifestation snapped. “Be silent, or I will make another exception to my rule not to corrupt innocents.”

“What do ya mean, another exception?” Apple Bloom cocked her head inquisitively.

"Do you really want a story?" The Manifestation rolled it eyes. "It is a very long story."

"Story!" Apple Bloom squealed.

"Yeah yeah, story!" Scootaloo agreed.

"If it will help, sure." Sweetie Belle sat down on the uncomfortable stone. "Stage is yours, like my sister says.



“Purity is an impossible dream to you ponies, and is something I have only ever had the pleasure of breaking once. Not me personally. I don't really exist. I'm the reflection of your souls onto the teeming mass of Darkness that is the nightmare. Who I speak of is my progenitor, the Nightmare upon the Moon. It is from her these figments of memory arise.
"Two hundred years ago, ponies aboard one of the first oceanic explorers, the Starwatcher, shipwrecked on a tropical island between Equestria and Chitin. The Starwatcher was destroyed, but everypony survived and made themselves a flourishing outpost and village by the same name, isolated from the rest of the world. Ten years later, another pony explorer, the Ivory Prow, passed by the island. It was on it’s way back from the far east, carrying a valuable prize.
“Changeling society in Chitin is much more stable than the vicious swarms you see in Equestria and Sahella. Passion fruit farming has let their population exist in peace with foreigners and other species. The queens live in luxury, and while most of the nation has no centralized authority, there is no strife. However, there are those who would see this serenity disrupted. Outcast and branded heretics, the dark queens still feed off the emotions of living beings, in worship to the Dark Lady. The Ivory Prow had picked up one such queen. They underestimated her power, and within a day of leaving port, she had killed them all.”


“You sure this is the kind of story you should be tellin a child?” Apple Bloom asked.

“Oh please, you fillies were joking and making light of being in the pit of hell.” The manifestation said.

"Did you say somthin about the Dark Lady?" Sweetie Belle asked. "how do you know about her?"

"Some mortals worship her, some divine creatures know her. So great is she that here mere presence would have already done the job in this frail dream and I wouldn't be dawdling with children." The Manifestation grunted, making annoyed motions with its upward-facing legs.“Now where was I? Oh yes…

“The Ivory Prow drifted on the currents, its crew dead, it’s only passenger growing hungrier by the day. The same tides that wrecked the Starwatcher now brought the changeling queen to the quiet isle and village. At first the ponies on the island were ecstatic, believing that their salvation had some. The Ivory Prow ran aground, intact, on another part of the archipelago. The village’s chieftain, who had been the Starwatcher’s captain, was a pony by the name of Illustrious Valor. He went alone to investigate.
“A starving changeling is a cruel thing, especially with the depraved whisperings of the Dark in her ear. She mesmerized Illustrious Valor, and laughed as she forced him to murder every other pony on the island. Once released, Valor’s self-hatred and disgust were enough sustenance to make her the most powerful magician in the hemisphere.
“She returned to Chitin, where she slaughtered thousands. With her pony slave at her side, she nearly toppled the entire continent into anarchy and madness. But it all ended when she had one single moment of weakness. The queen gave birth to a daughter, a disgusting hybrid beast, and Valor used the opportunity to rip her head off. But he spared his daughter, and instead fled with her to Equestria.

“The junior Illustrious Valor was not half as wretched as her mother, but it still made her a vicious thing. She sought out the Dark, and when she found it terror was unleashed on the tiny village of Dneighper Crypts. Just after her fifteenth birthday she was lynched by a mob of ponies seeking retribution for what she'd done.
"But her seeking had given her a hook to dangle from. She was killed, but her soul had already been bound into the great dream of the moon. There she languished for two-hundred years. At times she was a servant of the Nightmare upon the Moon, at others a wandering soul looking for her own answers, but ever was she mindful that she was born for the earth.
“Now, her chapter has reopened. Connected into the moon by an altar of her own making, she has now been freed by someone else. Exciting isn't it? An evil little creature who fancies herself a nightmare has come to play. I can not wait to meet her again. Beutiful depravities can be the only possible result."


"So much of that I didn't get." Apple Bloom saw shivering in unease. "But what I do, I don't like."

"You didn't say it would be a scary story!" Scootaloo agreed with a mewl.

"I wish I we didn't hear that." Sweetie Belle whimpered. "Girls, I think something bad is going to happen."


"How astute!" The manifestation chortled. "As if being amongst a litany of pain did not already tell you that." It paused letting the screams and wails again fill everypony's ears. "Every sin I prey upon only makes us stronger. Very soon, even the Nightmare upon the Moon will be unable to stop us."

"That don't mean nothin to us." Apple Bloom said.

"Y- Yeah! I bet it's all just words meant to sound scary. You're fake." Scootaloo accused unconvincingly.

Sweetie Belle was silent.


"It's very real, and you're a part of it. it's an experiment unimagined by any Dark entity! The nightmare is hardly Twilight Sparkle's alone anymore. It is built up by a whole town! All of Ponyville's dreams, its sins, its Dark, is now bound together for a common purpose!" The Manifestation waved higher towards the infinitely distant top of the tower. "This is the tower that will reach heaven. Then, we can pull down god and gut her of her secrets.
"Celstia thought she could unify ponykind's dreams harmoniously! Well, we're going to see how she stacks up against just one, who has decided to shatter her mold and seize all for herself. And if Twilight Sparkle alone can't do it, then there is ample space within Rarity and Applejack!”


Apple Bloom and Sweetie Belle cringed like they been hit. The three fillies backed into a corner and gripped each other tightly for protection.
"Y- Ya can't!" Apple Bloom pleaded. "Leave ma sister alone!"

"Sorry. She's made her place in the tower herself. She brings herself here, in fact! She suffers willingly, noblly, as if serving her time will free her of us." The Manifestation said mockingly. It turned to face Sweetie Belle. "I see your question before you ask it. Rarity covets this place too, if for a very different reason. She want to conquer the tower, to mount it and make it her own. How FOOLISH. There is no winning here! You do not receive a prize for becoming the most wretched amongst the sinners! It's all very in keeping with her personality."

"G- Girls... This ain't good."
"I wanna leave1"
"This isn't a dream, it's a nightmare!
The clung together. Eyes closed tightly, limbs shaking uncontrollably. They were very, very afraid now.


“I hope this visit has been informative for you little fillies. Your world is just awful, there is no joy for you, except in the misery of others.” The manifestation laughed. “You cry now, with your shallow tears. You are leaving me now, but go with my regards, and know that every time you lay your head down to sleep, I will know.”


There was nothing quite like a hoof to the side to jerk a pony into lucidity. Twilight screamed in pain, and tried to curl into a fetal position. Her effort failed, for she immediately discovered her hooves were bound.

Last time she had been aware of her surroundings had been... She wasn't sure. She vaugely remembered being in the hospital, then going off somewhere in Ponyville to hunt. Some other things, maybe? She didn't have a shred of memory to explain her current, pained situation.

A voice came from above her.
"You must forgive me for that one. I was getting impatient." At that Twilight's eyes shot open. A pair of white hoofs were central in her view. "Waiting for you to wake up might have followed the trope more closely, but then again I really am an amateur to all this."

"Rarity?" Twilight coughed, craning her neck up. "What are you doing?"

Twilight recognized Rarity's workshop furnishings, and the silk tied tight around her legs as some of the finest in stock. It was an unprofessional, but highly fashionable kidnaping.

Rarity leaned down, nose to nose with her captive. "Let's review what I not doing first, shall we darling? I'm not drinking your brains out through a straw. I'm not murdering your sister to send a message. I'm not masquerading as the princess's student, feeding my lies to the entire town."

"I'm glad." Twilight strained. "Those would be unforgivable things to do."

Rarity delivered another kick, though she cringed at Twilight's scream. "You don't get to be snide tonight Twilight! You are in the tower now, and I am the torment that your life has become! You're going to spill your sin all over this floor!"

"Rarity please, I'm sorry about Sweetie Belle! I'm... I know I've caused a lot of pain, but I trying to fix it!" Twilight sobbed. She wished she had the bravery to be more honest. Mostly, she just wanted to run from this. She wanted to get away from what her other half was doing. "Give me more time. I understand if you don't believe me, but I'm close to solving-"

"NO!" Rarity shrieked. "I'm not going back! Not another night, not with Sweetie there!”

"I still don't know what you're talking about!"

"Oh darling, I think you do. There is no hiding anymore! I decided that what you are... Deserves to be destroyed." Rarity leered, about to strike Twilight again, but as Twilight squirmed to try to protect herself, Rarity stopped.
"I was putting together an elaborate plan to poison you but I hesitated." Rarity said. "I told myself I couldn't do this, that I wasn't the type of ruffian who would..." She sighed. "Or who could kill another pony. I went to see Fluttershy. I always seek her opinion on matters like this" Rarity's expression hardened. "But you were already there. You were standing over her comatose form, monologuing about who knows what, your back to me as I entered the room. The moment was opportune. You were distracted, and seeing my friend I lost every shred of reservation I had. I knoew there's no redemption for you. You'll hurt Sweetie Belle or Fluttershy again. There is no other solution."

To punctuate her words, Rarity brought a hoof down into Twilight's stomach. "There's no holding me back now! I'm going to do it! I will kill you!"

"Then do it." Twilight spit a bit of blood. She'd bitten her tongue. "Make it clean, darling."


"I will, and it's more than you deserve." Rarity levitated a scissor from her work table. It was long and sharp, for splitting malleable fabric. "I am doing this. I am going to do this. For Sweetie Belle."

"Get on with it!" Twilight yelled.

Rarity leaned over Twilight, and pressed the scissor against her throat. "I'M DOING IT!"

With the eye contact, the effect of Twilight's = hunting spell was immediate. Rarity stiffened, moaned pitifully, then collapsed atop Twilight. Revealing in the euphoria that followed her spiritual meals, Twilight lay uncomplainingly under her captor.


The silken bindings tore easily by Twilight's augmented strength. She jumped to her hooves, and Rarity rolled off her.

"You did it. You did it." Twilight said, patting the unconscious unicorn in the head. "Foolish little pony. How was that going to work at all? You didn't even bind my horn! You wanted me, didn't you. Yes, I think this was a big cry for attention. Oh Rarity, you could have just asked."

Pulling Rarity with her telekinesis, Twilight moved through the rooms of the dress shop to the bedroom. She dragged Rarity onto the bed, and rearranged the covers over her. She focused, and drew more from Rarity than she should have ever considered.
When she was done, Rarity was hardly breathing. Only a sliver of her magic was intact, and it would take a a day or two until it would even be possible for her to wake up again. Twilight would have to rope somepony into cheking in on her.

“Only dreams.” Twilight whispered into Rarity's ear. “From now, until I fix this.”

Like the first time Twilight had absorbed so much magic from Rarity, the world changed around her. The air became more comfortable, and the room more familiar. Twilight felt as though she were in her own home. The inexplicable desire to create something great stirred within her.

But no, Twilight resolved to stay focused. Feeding off Fluttershy had been an accident, one she resolved never to repeat again. She strained to remember why she had visited the reclusive pegasus, recalling something about a map and the old scrolls from Dneighper Crypt. Past Twilight had thought that something Fluttershy had was critical to her plans. Thinking on it, Twilight was surprised to recall that she even had a plan.
"Yeah... I'm going to fix this. It's not just empty words!" She looked down to Rarity. "It's all be worth it. You're helping me shoulder this burden. Very, very soon, I'm going to be able to pick this mountain of trouble and toss it away. Trust me, Rarity. That's all I wanted."

Twilight turned to leave the bedroom, but a glint of metal caught her eye. It was in a stack of horseshoes, a sparkling specimen. Twilight picked it up, and a feeling like cold air on naked skin needled her.

She recognized it. It was that strange steel blue horseshoe, much larger than a normal pony could wear. But when she thought she recognized it, she didn't mean from Ponyville.
It had been in The History of Pony Metallurgy, the book that started it all: Her curiosity for the Nightmare Pretender, being sent to Ponyville, meeting Nightmare Moon, had all started with a passage from that unassuming book. Feeling it and testing it with her magic, she confirmed the horseshoe in her grasp was of magical cast iron. If it really was the one from her book, it was one of the first examples of it’s kind. It's unnatural blue coloration could be attributed to its first owner.

“Where did you get this?” Twilight asked the sleeping Rarity. A fragment of the ancient armor of Nightmare Moon wasn’t something just anypony had in their shoebox. “I should have realized this before. I could have saved so much pain... But its alright. I've got it now. With this, I can-”
Twilight dropped the horseshoe. The icy bloom in her chest had become intolerable. She kicked it back into the box, and picked that up.
“I promised I would fix everything. I wasn’t lying.” Twilight said. “I’ll save you, your sister, everypony, no matter the cost.”

Twilight galloped out of the room. There was a plan forming in her head, brilliant in it’s subversion of everything her nightmare wanted to accomplish. But to do it, she needed the rest of the nightmarish armor.


The layer Rarity found herself on was like a ring, with its center cut out as if it were an atrium open to the floor below.
It was also choked with a thick fog. Muffled sobs echoed from the other side of the ring,

"Are you going to look for her?" The Manifestation over her shoulder asked.

"No. I can't." Rarity sighed. "I would have to explain all of this. I would have to tell her how close I was to stopping this."

"Oh Rarity, you never were going to stop this." The Manifestation laughed. "If not Fluttershy, then surely you would detour from your climb but for a moment, and climb down to where your sister and her friends are sheltering?"

Rarity closed her eyes. "Sweetie would understand. She would accept what I have to do."

The Manifestation shook its head. "So predictable. Conquering hero, the way ahead is open for you."


So it is, Rarity agreed. She turned away from the fog and began climbing.