//------------------------------//
// Fright Night 
// Story: A Ray of Dusk 
// by AlphatheGriffin17 
//------------------------------//

Dusk looked over his costume in Twilight's mirror, making sure all the little touches were in place. His hood was up and nicely shrouded his face. It was white, along with the loose flowing robe it connected to, but the inside was a blood red. The front of the hood was pointed, decorated with an eagle in flight.

The robes were also decorated with a few leather straps, with pouches attached to them. Around his waist was a belt with a large elaborate looking letter A on the buckle. His back legs were adorned by brown boots. On his forelegs were two gauntlets. One was made of a hard leather, the other a light plastic made to look like metal. A long red cloth served to cover up the latter. He pressed a switch with his magic and a plastic blade sprung out, but shone as if it too were metal.

He nodded, re-concealed the blade and covered it with the cloth. Even he wasn't hesitant to say he definitely looked the part as a member of the Assassin Brotherhood.

"Why, the great Assassin Ezio Auditoneigh da Firenze," purred a voice behind him. "What an honour this is."

He turned to see Twilight was also dressed in her costume. Contrasted to him, hers was much darker, bordering on black with an ochre undershirt. The part near her rear was akin to a skirt, coloured with streaks of red and grey. She too wore boots, black, with a small crossbow on her waist and extra bolts in her belt. Not actual ones, of course, they all ended in sucker tips.

Her leather bracers on her forelegs were also black, the one on her right foreleg being her hidden blade. Instead of a hood, she concealed her face with a tri-corner hat, matching black and lined with red on the outside. She'd also braided her mane, with a long ponytail and several smaller twisted braids branching off of it.

The look combined with the teasing smirk she wore made her fit perfectly as Mareveline de Grandpre, the former diamond dog slave turned Assassin during the Colonial days. Dusk had taken the Reneighssance Assassin. He'd even let Twilight perform a spell to give him the beginnings of a small beard to complete the look.

As well as learn a little bit of their character's respective languages for the night.

"Mia cara," he said, affecting his best Bitalian accent, "vuoi me l'onore di avermi permesso di scortare voi?"

"Je suis charmé, monsieur," she returned. "Je vais vous prendre sur cette offre plus tard."

"Worth it?" he asked in their common tongue.

"Worth it," she agreed, beaming. "Oh, this is going to be so much fun! I feel like I just wanna go jumping over the rooftops wearing this! Sneaking in the shadows and pouncing on our targets!"

"I have to say, the temptation strikes me too," he said. "I'm still surprised I managed to get you into the Assassin's Creed series."

"I am a little too," she said. "But it's a very interesting set of books. Not only does it have good story and characters, but the writer clearly did his research on the historical periods they take place in, so I can appreciate that too. It also raises some questions too. Like, is it really right to kill one in a bid to save many?"

"Indeed, and I like reading the stories of the different Assassins." He glanced down at his outfit. "They know how to dress too."

"We're lucky we have a friend like Rarity," said Twilight. "She really did a great job with these costumes." Her blade sprung out of her sleeve. "Too bad we had to buy the blades and weapons separately."

"Again, it was worth it," Dusk said.

"I'm not saying it wasn't," she countered. "Come on, let's see if Spike's done with his."

Their answer was waiting for them down in the main body of the library, swinging around a pair of wooden tomahawks and yelling every time he did. His costume was also white, though it was offset with lines of blue, making it look more like a military uniform. He wore high brown boots, fingerless brown gloves and parts of his coat were decorated with bird feathers.

For weapons, he had a bow and quiver on his back, two tomahawks and a hidden blade on his right arm like they did. However, he still didn't appear to notice them and continued to swing his tomahawk at invisible enemies.

"Yeah! Ha! Hiya! You want some, huh?! Well, come and…" He froze when he saw the two ponies watching from the stairs. "Uh… hey, guys. Uh… just getting in character?"

"I can see that," giggled Twilight.

"The eagle on our hoods would be hard pressed to match such grace," added Dusk.

"Oh, shut up," he grumbled. "I look cool and I wanna feel cool. Don't judge me."

"Okay, okay, calm down," urged Twilight, still suppressing giggles. "But you do look pretty good as Connor Kenhay, Spike."

"I thought so," he said. "This is way better than my other costume idea."

"Which was?" Dusk asked.

"A purple lizard."

"What?" Dusk blinked. "But… aren't you… never mind."

"Well, thank Dusk. This collective costume was his idea, after all," reminded Twilight. "I have to admit, I do kind of like this hat and it's nice to get my mane done differently for a night."

"And you're Ezio." Spike looked him over. "Wasn't he a bit of a charmer with the ladies?"

"Not around this lady, he isn't," said Twilight at once.

"Certainly not," replied Dusk. "Besides, I'm not the only guilty one. Didn't Mareveline use her womanly wiles on stallions on more than one occasion?"

"Only to get what she needed or to provide a distraction!" Twilight flushed. "But I see your point. I'll only ever use my wiles on you."

"Likewise for my charms," returned Dusk, nuzzling her.

"I don't think either of you have any charms or wiles," deadpanned Spike.

Dusk was going to retort, but a glance at the clock made him stop. He motioned to Twilight in its direction, who nodded.

"Almost time to meet the others. Alright then, mes amis, shall we get going?" asked Twilight.

"Oh yeah!" Spike pulled up his hood. "I'm so ready for this!"

"As am I," said Dusk. "And remember: where other ponies follow truth blindly, remember…"

"Nothing is true," completed Twilight.

"Where other ponies are bound by duty or morality, remember…"

"Everything is permitted," finished Spike. He frowned. "Man, we're dorks."

They exited the library, steeling away into the night. Dusk thought he glimpsed something pale in a nearby street as they left, but it was gone a second later. He ignored it and galloped with the others to the foot of a nearby building.

They paused when they reached it. When they'd discussed being in character, they intended to fill every aspect of that. Including free-galloping.

"So, do we want to try this?" asked Dusk.

"Well, there really should be no harm in it. We're not going to be attempting anything too reckless and you and I both have magic. I think we should be fine," she reasoned. "Plus, I did have a little look at a book so I do know one or two things."

"Obviously," remarked Dusk.

"Alright!" Spike stepped up and flexed his fingers. "Let the guy with proper dexterity try first."

"Be careful, Spike," cautioned Twilight.

They waited while he took a few minutes to perform some stretches and loosen up. He locked his eyes on a stack of crates. Spike took a couple of deep breaths, let out a cry and charged. He hopped at the last moment, grabbing on to the box. His legs dangled for a bit while he hauled himself up. Another hop onto the next one had a slight stumble, but he made it.

Dusk couldn't help but conceal a smirk. A glance around at Twilight told him that she was having the same reaction. None of them were exactly athletes, but it was still a little funny.

His glance revealed something else. That pale thing he'd seen out of the corner of his eye leaving the library before. But it was so dark and so far away, he could barely make it out. He squinted to try and get a better look. But he blinked and it was gone.

He cocked his head in the direction he'd seen it. Were his eyes getting bad again? Maybe it was just a trick of the light?

"Dusk?" Twilight had noticed his reaction. "Is something wrong?"

"It's…" He stopped himself, not wanting to make a fuss. "Never mind, it's nothing."

"You sure?" He nodded and she didn't press the issue. "Okay then. Come on, we'd better join Spike."

Dusk looked to see that he had reached the lowest incline of the roof, looking proud of himself. A pair of pink bouncing hooves and a teleportation spell later, he and Twilight had joined Spike. He looked a little disgruntled.

"Sure, fine. Use magic and take all the fun out of it," he muttered. "You wanna race to the square?"

"I don't think that would be wise, since none of us are parkour enthusiasts," advised Twilight, though she was smirking. "But we are up here to have fun. Let's be careful, but let's get going!"

As one, the group galloped across the rooftops. They reached a small gap to the next roof. Twilight jumped and teleported the rest of the way. Dusk conjured colour platforms for himself and Spike to join her. They ran across it and used a wall as a balance beam to cross the next gap, only with a little loss of balance.

It was really quite liberating. There were no restrictions to any path they could take, as long as they used their heads. Even Dusk's fear of flying gave a certain added element of thrill to the activity. He could feel the rush in his stomach whenever he made the jump. Plus, none of Ponyville's buildings were exactly skyscrapers.

They soon reached their destination: town hall. Starting from the bottom, they worked their way up. They worked together to reach the top, giving each other boosts and lift ups, making sure to keep the closest eye on Spike. Twilight teleported to ledges. Dusk ran across colour platforms and clambered onto flagpoles. Spike hauled onto his back and let himself be lifted up to be caught by Twilight and hefted to another ledge.

Within minutes, they reached the top. They stood at the edge, gazing out at the town square below. Ponies hustled and bustled around the many activities Nightmare Night had to offer, all dressed up in many colourful costumes for Nightmare Night. The rooftops stretched out before them, bathed in the glow of street lamps and Luna's stars and moon.

"Nice view," remarked Spike, holding onto a flagpole.

"It certainly is," agreed Dusk. "But we can't stay up here forever. We're here, now it's time for the next phase of our little game. We all know who our targets are?"

"We do," affirmed Twilight. "And our landing should be coming right about… ah, there it is!"

Three, interconnected carts trundled to the foot of the roof. They were all stacked with piles of hay.

"Let us take the plunge," announced Dusk.

With a rush of the wind and the feeling of his stomach rising up into his throat, he jumped. He had his magic ready just in case, but he was right on course for the hay. He enjoyed the sensation of falling before he landed with a soft 'thump' in the hay.

He stuck his head up and looked around at the other two. The rustling inside told him his fellow Assassins had made the leap too.

Twilight popped her head out of the haystack she was in. "Good landing, guys."

"And good timing," added Spike, climbing out. "Thanks, Big Mac."

"No problem," he nodded. The burly stallion pulled away the carts and the three of them shook hay out of their fur and scales.

"Alright boys," Twilight said, "you all know who you're looking for. We hide in plain sight, find them and meet at the fountain at the centre of town. Now, conceal yourselves and go."

They inclined their heads and glided off in different directions. Within seconds, Dusk lost sight of them and began to scan the crowds.

He moved casually and carefully, making sure every inch was covered. There was no need to draw attention. In his costume, he was just a part of the crowd. Nopony gave him a second glance. Perfect. Now, he just had to find her…

Now and again, he would glimpse that pale, white shape among the ponies. But he always dismissed it, for it was gone a second later. Just somepony in costume and wandering around, nothing to bother with. He focused on finding his first target.

He found her by the apple bobbing game. A fair number of ponies were gathered around it. He slipped into the group and waded through. He was either in the middle or at the back, his head low and concealed beneath his hood. At the very end, he slid out and hid behind the apple bobbing barrel. He was right on top of her.

He edged around, slipped out behind her and clicked his hidden blade on. He crossed the distance with a few strides, raised his hoof and held the blade to her throat. He felt her body tense and the ponies gasped at his sudden appearance.

"Requiesce in pace, Applejack," he murmured in her ear.

The farm pony relaxed and laughed. "Alright, sugarcube. You win. Now, quit the fancy talk an' lemme have a look at ya."

He pulled away and let her turn around. She'd done up her mane in pigtails and had disregarded her hat for the evening. In place of that, she wore a simple blue and white checker dress with a white shirt beneath it. Simple, yet it suited her.

"Very fetching, Applejack," he complimented. "You make an excellent Dorothy Bail."

"Thank ya kindly," she said. "An' you make a good… whatever it is yer meant ta be."

"Assassin."

"Yeah, that," she chuckled. She gestured to his blade hoof. "Jus' keep that there dohiggy away from me an' we'll be fine."

"Of course." He glanced about. "I don't suppose you've seen Ray anywhere, have you?"

"Not tonight," she answered. "He's really been lookin' forward ta Nightmare Night though, so he'll be around here somewhere."

"That's fine, I'm sure I can find him," he assured. "Head on over to the fountain, the others will be meeting us there shortly."

"Sure thing. Mind keepin' an eye on things here while ah'm gone, Granny?"

"Alright, but don't be gone too long, ya hear?" Granny Smith told her. She wore the black dress and hat of the Wicked Witch of the West and again, Dusk thought to be rather fitting.

He watched Applejack walk off and resumed his search. He kept an eye out for a flash of green or silver among the crowd, though he presumed Ray would be wearing a costume like everypony else. He had asked him about it, but the stallion would only answer with a mysterious smile and that he would have to 'wait and see'.

Dusk scanned the crowd intently. Witches, ghosts, ghouls, ninjas, zombies and all manner of other things passed by him. He recognised a few familiar faces. Lyra and Bon Bon were present, the former dressed as a giant hand and the latter as a sweet. Colgate was a zombie dentist nurse, a few blood splatters and some pale makeup applied to accentuate that. The Crusaders scampered by, Apple Bloom a scarecrow, Sweetie Belle a princess and Scootaloo a vampire.

All of these ponies and no sign of Ray. He wondered if Spike and Twilight were having better luck. Deciding that he might end up running into Ray at some point in the evening, he started to make tracks for the fountain. Until he felt a chill down his spine. He paused and slowly turned around.

Out of the corner of his eye, Dusk saw it again. That same pale shape he'd seen before. Only now it was a little closer and he could make out that it was a face. A very pale face. But he couldn't make out the features. It stood at the entrance to an alley… and it was staring right at Dusk.

He started for it, but somepony walked right by his face. When they passed, the shape was gone. But there was only one place it could have gone. Gently pushing by in the crowd, Dusk made for the alleyway. He was determined to see what was going on here.

He paused at the mouth of the alley. It was dark and he couldn't see much beyond it. He cast a couple of light orbs and they illuminated some dustbins and a dead end wall. Perhaps they were hiding behind them?

"Hello?" he called. "Is there anypony there?"

He searched the shadows that encompassed the area. It felt like there was something there. It was very faint, but it was something. From somewhere behind the bins.

Cautiously, Dusk edged forward. As he got closer to whatever was hiding, its presence in the shadows felt stronger. By some inclination, he extended his hidden blade and crouched low. The sounds of the ponies in the street faded away the closer he got, blanking out the world while he searched the darkness.

The bins rattled. Something moved behind them. His heart pounding, Dusk crept ever closer. He paused before the trio of bins. Whoever, or whatever was hidden, it was here. He tensed up, ready for it. He influenced the shadows, made them coil around whatever was hidden. It moved. It sprinted. Dusk spread his hooves-

He yelped when something screeched and darted past him. He watched it run up the wall and onto the roof, relief and embarrassment flooding through him. It was just a cat. It stopped to hiss at him and bounded away.

He looked back at the bins. He shook his head. The spirit of the night was really getting to him. He almost thought he'd found something sinister. Maybe he had just been seeing things before. Something else caught his eye he didn't see before. A piece of parchment on the dead end wall he hadn't noticed before.

He levitated it down to his eyes. It was very crude, bordering on a foal's drawing. Upon it was the representation of a pony's head, with no facial features. The exception was a pair of circles with crosses drawn through them. Upon it was written:

Don't look or IT takes you.

Dusk felt that chill up his spine again. He became aware of something casting a shadow behind him. A very long shadow. He turned to leave… and froze.

It was that face. That same, pale face staring down at him. Or it would be if it had any eyes. But there were none. No eyes, no mouth, no recognisable features. Completely and utterly blank. It towered over Dusk. Its hooves were just as pale, its body strangely thin. The black suit and tie it wore practically blended in with the dark, the shirt as pale as death.

Again, Dusk yelped and jumped back. The shadows coiled around him and his light orbs shone in defiance. He had read enough stories and folklore to know what he was facing and he wondered just how much good his magic would do in the face of it. The pale, featureless face of it.

Another cry escaped his lips when it vanished. It reappeared again, right in front of Dusk. He scrambled back… until he realised that the sound it made when it had vanished and returned sounded very familiar.

"Oh, very good," he praised the impassive face. "Very good indeed. You really had me convinced I was actually facing the Slender Mane, Ray."

It, or he rather, cocked his head to one side. Then, he performed an exaggerated shake of his head and began to shrink. Dusk could make out a faint mechanical whirring as the figure shrank until he was Dusk's height.

"Mmm mph mmm mm mph mmm?" a muffled voice asked.

"I can't make out a word you're saying," replied Dusk.

He groaned and pulled off the blank face mask, revealing the face and matted green fur of the stallion who wore it.

"I said, how did you know it was me?" he asked again.

"Firstly, because this is exactly the kind of costume you would wear," said Dusk. "And secondly, because your teleportation has a very distinctive sound that I've learned to recognise."

"Aw, come on!" he groaned, though his grin remained. "Still, gotta admit, it's pretty good. I already scared quite a few ponies tonight doing that."

"I can imagine," smirked Dusk.

"And hey, not so bad yourself," he praised. "Really nice details. But since when did you have a beard?"

"Since tonight," he answered. "Twilight spell number twenty-five: facial hair."

Ray cocked an eyebrow. "She's the student of one of the most powerful beings in Equestria, the Princess of the Sun… and she had her learning a spell on how to grow moustaches and beards?"

Dusk frowned. "You know, I never really looked at it that way."

"Guess the princess has weird taste." Under the lightness, Dusk could detect the hard note in his voice. "Anyways, we meeting the others or what?"

"Indeed we are. We're meeting at the fountain in the square," he told him.

"Actually, before we go can I ask you something? You know how you can make tentacles made of shadow?" he asked. "You think you'd be able to do it with my costume? You know, for added effect?"

"I'll… think about it," replied Dusk.

They headed back towards the fountain. When they arrived, Dusk saw that Twilight and Spike had returned too. Applejack was there too, along with a few others, all of them in costume too. Twilight was talking to Rainbow while Spike was marvelling Rarity. As per usual.

"Hey, there's our boys!" called Rainbow Dash. "What do you guys think then? How awesome do I look?"

Dusk looked her over. With her adventurer's jacket and pith helmet, it wasn't difficult to envisage who she was meant to be.

"You're the spitting image of the explorer herself," complimented Dusk.

"I know, right?" She posed a bit. "Yeah, it was a bit of a hassle putting all of this together but it was so worth it."

"Considering how much you love those books, I'm surprised you didn't dye your mane and fur to complete it," remarked Ray.

"I considered it, yeah. But I figure it was best to have two elements of awesome in one: her and me," she stated simply.

"Why am I not surprised?" Ray murmured in aside to Dusk.

"Doubtless, it is a most impressive effort indeed," praised Rarity. "Though you must admit, my costume is tres bon, non?"

Rarity wore a long, dark velvet gown, with a slit down the side for one of her legs to poke through. She wore heavy purple eye shadow, had her lashes straightened and her mane done up in a towering fashion, with a few strands hanging down. When her mouth opened, Dusk could make out the fangs that were poking out.

"I'll say," sighed Spike. "You look amazing…"

"Why thank you, Spikey-Wikey." She beamed with pride. "You see? Spike knows excellent attire when he sees it."

"And since when have you ever had trouble getting Spike's praise?" asked Ray.

"Considering that this is the smartest thing I've ever seen you wear and even then, that's being generous, I wouldn't expect you to understand," she countered.

"Whatever, snob."

"Ruffian," she sniffed. "But I must say, Dusk, you, Twilight and Spike look spectacular indeed."

"Weren't you the one that made the costumes in the first place?" asked Applejack.

"There are two elements to any ensemble, Applejack: how well you make it and how well you wear it," she said wisely. "And they wear them very well, don't you agree?"

"You really did a great job on making them, Rarity," complimented Twilight. "They're exactly like we wanted."

"Happy to do it, darling. Just so long as you keep those blades as far from me as possible."

"First rule of the Creed: stay your blade from the innocent," recited Twilight.

"Geek," sniggered Rainbow.

"So what does that make you, I wonder?" retorted Dusk.

Rainbow opened her mouth, closed it again and grumbled incoherently. The rest of them laughed before Twilight spoke again.

"Okay, sorry to cut this short, but Dusk, Ray and I have to go and pick up Fluttershy," she announced. "Come on, boys. See you all later."

Applejack returned to the games she was manning, Rainbow flew off to start some pranks and Rarity sauntered off into the crowd. Spike pulled up his hood, waved them off and snuck away. The three of them made tracks out of town along the country road toward Fluttershy's cottage. Nightmare Night was going to be something of a date for the two of them, the first one really and Dusk and Twilight had agreed to see him to her cottage before going to do their own activities. For moral support if nothing else.

While they walked, Ray told them about when he had been present for the Apple Family Reunion a few days ago. It had apparently been quite a lively affair, in more ways than one. The highlight had been when they'd all worked together to help repair the destroyed barn and Ray had even let his feelings about random bursts of song be put aside to join in. They'd even asked him to spend a meal with them at the end of it.

Dusk smiled at the tone that had made its way into Ray's voice. He didn't say anything outright, but Dusk could sense it clear as day. For the first time, Ray had really felt like he was part of some kind of family. Quite a change from the lonely wanderer he'd been when Dusk had first met him. He made a mental note to thank Applejack on his behalf.

The closer they got to the cottage, the more apprehensive Ray became. He wasn't often nervous, but Dusk could see he was faintly shivering and it wasn't from the cold. He also rubbed his hoof on the back his head more than he usually did.

Twilight picked up on it too and smiled at him encouragingly. "You're going to be fine, Ray."

"Huh?" He whipped his head at her and forced a smile. "Yeah, of course I will! I mean, she already likes me, still not really sure how that happened but it's good, you know? I still can't believe that she doesn't like Nightmare Night. Actually, I can get why, of course I can. That's just how she is, you know? I mean, I somehow managed to convince her to come out, so I-"

"Ray, if you keep this up, you could contest with Twilight for nervous ramblings."

"Hey!" she protested.

"Am I wrong?" Dusk challenged.

She started to say something, but clamped her mouth shut. A faint flush coloured her cheeks. The cottage was now in sight and Dusk took the time to reassure Ray.

"This will sound cliché, but just be yourself and you'll be fine," advised Dusk. "Relax and enjoy yourselves."

"Okay. Okay, yeah." He took a couple of deep breaths. "Thanks, guys."

"Our pleasure." Twilight knocked on the door. "Just try to have fun."

It was about a minute before the door finally opened and a very nervous Fluttershy stepped out. She wore a simple, one-piece rabbit costume coloured in white. Her whole body was shaking, her eyes darting fearfully from side to side.

"H-h-h-hello, everypony," she stammered. "S-s-s-sorry t-t-to keep you all w-w-waiting."

"It's okay, Fluttershy," smiled Twilight. "That's a really adorable costume."

"Indeed," agreed Dusk. "A bunny rabbit really suits you, little sister."

"I dunno. It would have been better if you were a Playcolt bun- ow!" Ray was cut off by Twilight sharply nudging his side. "Joke, joke, just a joke! But yeah you, uh look really cute, Flutters."

"Oh my…" She blushed, relaxing a little. "Thank you, Ray. Um, yours is very… smart."

At this, Ray smirked. Dusk couldn't help but feel a sense of foreboding from it and Twilight glanced at him unsurely. His horn glowed and he teleported away before anypony could stop him.

"Oh dear." Fluttershy looked worried at his sudden disappearance. "W-was it something I sai- EEEP!"

She scurried behind Twilight when Ray suddenly reappeared wearing his Slender Mane mask. He started to laugh, but quickly stopped when he saw Fluttershy shivering Twilight.

"Hey, hey, Flutters, it's cool. It's just me." He pulled off the mask quickly. "See? Just giving the full effect of my costume."

"O-oh… o-o-okay. Oh dear…" She continued to shiver. "D-d-does it have to b-be so… scary? I-I mean, i-it's nice and all b-but couldn't you be s-s-something nicer o-or cuter?"

Ray laughed a little. "No offense, Flutters, but cute isn't really what I have in mind for tonight. Don't worry, this is gonna be fun, I promise."

"O-oh…" A fearful expression crossed her face while Ray's smile faltered.

"Look, I'm sorry. I didn't mean to scare you so badly. I won't wear my mask while you're around, okay?" he offered.

"O-okay." Very tentatively, she emerged from behind Twilight. "S-sorry."

"It's fine. I am too," he said. "Come on, let's go and have some fun."

"R-right." She put on a brave smile and hurried to his side, still shivering a little.

While they walked on ahead, Dusk and Twilight hung back, speaking in low voices to each other.

"Not exactly a great start," said Twilight.

"In retrospect, we did tell him just to be himself," noted Dusk.

"Touché." She frowned at Ray. "I just hope he tries to be a little more tactful. Fluttershy's really mustered up a lot of courage to come out on Nightmare Night, but it won't take much for her to freak out completely."

"I'm sure they'll be fine," said Dusk. "Ray knows how sensitive she is. I'm sure he'll try and be tactful."

"Hopefully," she said. "But I still have my worries. If not with Ray, then with everypony else."

To Ray's credit, he was doing best to make Fluttershy feel better. He let her walk side by side with him and he was making remarks and jokes that elicited many smiles and giggles from her. Dusk and Twilight did their bit to make her feel relaxed and it seemed to be working. At least she didn't look as terrified.

When Ponyville was in sight again, she started to shiver again and she looked like she was going to attempt to flee and hide. But instead, she nestled deeper into Ray's side and stood her ground. Her reaction wasn't missed on Ray.

"Don't worry, Flutters," he assured while they approached the town. "Trust me, Nightmare Night is the best."

"B-b-but… everything looks so d-d-different… and scary," she whimpered.

"It's all the same ponies who live here every day, Fluttershy," comforted Twilight. "They're just wearing costumes. It's like when we dressed up for the Gala, only less fancy."

"And not every costume is scary," piped in Dusk. "You're an example of that and I hardly think Twilight and I are especially terrifying."

"I s-suppose," she murmured. "I-I'm going to t-try."

"Great! Now, let's…" Ray paused. "Hold on, what in the hay is this doing here?"

Dusk looked to see what he meant. A large cake was in the street blocking their path and it certainly wasn't there before. It was double layered and tall enough to be at their head heights. The batter was a light pink and the frosting a darker shade. 'Happy Birthday!' was written in bright green icing along its circumference.

"Good question." Twilight leaned in for a closer look. "Who would leave a birthday cake he-AAAAAAGGGH!"

Twilight screamed, Dusk jumped and Fluttershy squealed and hid behind Ray who was gobsmacked when the cake suddenly sprang up with a shower of confetti from the top. It sprouted four legs and a giggling, snorting head.

"Pinkie!" Twilight yelled. "What in the world is this?!"

"My costume, silly!" she giggled. "I'm a surprise birthday cake!"

"Why… would you dress as a cake?" asked Ray.

"Because they're delicious and severely underrepresented as Nightmare Night costumes. They can be scary too," she said matter-of-factly. "I mean, I surprised you guys, didn't I?"

"She's not wrong," noted Dusk.

"Exactly," she nodded. "Now, I'm gonna see who else I can surprise. Happy Nightmare Night, everypony!"

Humming happily, she trotted off and disappeared around the corner. The four of them stared after her, still not quite sure how to process what happened.

"Don't question it?" suggested Dusk.

"Agreed," replied Twilight. "Let's get going."

But one of their number was still shivering and hiding behind her coltfriend.

"You okay there, Flutters?" Ray asked.

She yelped again. "I-I-I'm fine," she stammered. "Sh-she just startled me."

"Don't worry about it," Ray assured her. "I'm sure that won't happen again."

"R-really?" she asked hopefully.

"Yep. Pinkie's had her fun, but there'll be more stuff like that in store for you," he said excitedly. "That's the fun of Nightmare Night!"

Her eyes shrank in their sockets. "Oh my goodness…"

"Alright, let's get going! See you two later!" With that, he grabbed her hoof and teleported away.

"I hope your confidence isn't misplaced, Dusk," said Twilight.

Dusk nodded. "You're not the only one."



The sudden teleportation and the feelings that always came with it made Fluttershy shriek in fear again.

"Woah, hey, calm down, Flutters," urged Ray. "Just trying to get us around a little faster."

"I-I know," she stammered. "B-But it was j-just so… sudden. I-It startled me…"

"Not really difficult to do, huh?" he remarked. "Sorry, that was kinda my bad. I should have given more of a warning. How about we just walk around like normal ponies the rest of the night, okay?"

"Th-That sounds b-better," she agreed, with a reluctant smile. "S-So um, where to first?"

"Hmm." Ray thought for a moment. "How about we just start with some apple bobbing? It's simple and fun, you can get yourself a snack if you win and Applejack will be there."

"That sounds fun," she said. "It'll be nice to see her."

He waited until she was at his side before setting off. "Yeah, just so long as she doesn't try to convince me to change my costume again and be the Scarecrow instead."

"Didn't you know she enjoys the Alicorn of Oz?" she asked.

"I'll admit I didn't know until a couple of days ago," he said. "But since then, she's been bugging me nonstop about dressing up as that guy and helping her with the games."

"Why didn't you?"

"Because no way in Tartarus am I working on my favourite night of the year and I don't think I could stand her singing If I Only Had A Brain for the whole night. I swear, if I hear it one more time I might just hang her up in a cornfield. And probably lose my job immediately after."

Fluttershy giggled and Ray indulged mentally in this little victory. So things had been at kind of a rocky start, but he was hoping to bring it back and make this fun. His stomach was still doing backflips at the thought of being on a date with Fluttershy and that she was even his marefriend in the first place, but it certainly wasn't unpleasant.

It had taken a lot of convincing to get her to come out tonight. When the others had told him that Fluttershy never left her cottage on Nightmare Night for anything, he wasn't all that surprised. But when she'd literally frozen at the very idea when he proposed it to her, even he was astonished at the absolute terror she held about the mere thought of venturing out.

At first, she'd tried to suggest that maybe he could stay with her in the cottage for the night with a very heavy blush and an even quieter voice than normal. But Ray had begged and begged, even going on hooves and knees to get her to come. He'd said how much he loved Nightmare Night and since they hadn't had a proper date yet, he felt it was a perfect opportunity. He promised her it would be fun and even tried to do big puppy dog eyes.

In the end, she'd conceded and he was going to make sure she didn't regret it. He'd been nervous at first and still was, but he was in his element on Nightmare Night. This was going to be fun. But it was best to start with something small and simple to ease her into it, so apple bobbing was the best bet.

They spied Applejack by the buckets who was seeing of a group of fillies. She saw them and waved them over.

"Evenin' Ray, Fluttershy," she greeted. "How're things goin'?"

"They're um, good," replied Fluttershy tentatively. "We saw Pinkie o-on the way in."

"Gotta say, I ain't seen her yet," said Applejack. "What's she dressed as anyhow? So ah can keep an eye open?"

"Let me put it this way: you see a birthday cake suddenly appear where it wasn't before, don't try to cut yourself a piece," advised Ray.

"Ah'll bear that in mind," she chuckled. "Feel like bobbin' fer an apple then?"

"Just try and stop me!" challenged Ray.

"Alright then." She smirked at him when he approached the barrel. "But if yer bobbin's as good as yer buckin', ah ain't holdin' much hope."

Ray returned the smirk and plunged his head into the cold green water which he hoped very strongly was just for effect. It only took a couple of seconds before he emerged victorious with a Golden Delicious caught in his mouth. He took a triumphant bite and looked smugly at Applejack, who smiled coyly.

"Well done, Ray. Ya won at a game that even foals an' fillies have no trouble with."

"Age is no measure of how much skill you can have," he argued.

"Now if ya can jus' use that 'skill' when yer in the orchard, ya might actually get a decent day's work done."

"Don't pray for a miracle," quipped Ray. "Your turn, Flutters."

"R-Right." She approached the barrel and looked warily at the water. "Um, is it supposed to be that colour?"

"Don't worry, Fluttershy. It's jus' food colourin'. This here's regular if slightly less appetizin' water," she assured. "And them apples are fresh. Go right ahead, it's fine, no different than one-a Pinkie's parties."

With a nervous glance, she slowly lowered her head to the water. She squeaked and flinched a little at the cold, but Ray gave her an encouraging smile. She tried again and after about ten seconds, she re-emerged with an apple in her teeth.

She dropped it when she beamed. "I got one! Yay!"

"See? Not so bad, huh?" asked Ray.

"No, not at all." Emboldened, she tried again and came back up with another prize. "I got another one!"

"Um, Flutters? That's not an apple," Ray told her.

She looked at what was in her mouth and squealed at the skull between her teeth. It dropped to the floor with a squeak.

"What in the hay?" Applejack picked it up. "Oh gosh darn it! Rainbow was here before while ah was talkin' ta a couple-a ponies an' she left with a mighty big smile on her face. Looks like now ah know why."

"That sounds like her. At least it's just the one, right?"

Applejack looked at a now nervous Fluttershy. "Uh… lemme check."

Applejack plunged her head into the bucket three separate times and pulled out various items each time. A pair of rubber eyeballs, another rubber skull. The last one she came out with a yelp with a pair of chattering teeth clamped to her muzzle.

"Darn it!" she cursed again, yanking them off. "Looks like ah'm gonna have ta clear these out in case somepony gets another nasty surprise. Sorry, you two."

Looking at an apprehensive Fluttershy and Applejack's findings, Ray knew it was probably best to find some other activity that hopefully wouldn't end up freaking her out.

"It's fine. We can find something else to do," said Ray. "Come on, Flutters."

"R-Right." She glided to his side. "Th-That wasn't nice…"

"Just Rainbow being Rainbow. Gotta say, putting freaky stuff in the apple bobbing. That's pretty inspired, surprised I never thought of doing it. But it's still bad she ended up scaring you," he added quickly.

"Thanks. I'm sorry we had to go so soon," she apologised. "I just… I didn't want to know w-what else I might have p-pulled out."

"Maybe the plug?" Ray joked.

"Oh dear, that wouldn't be good," she giggled, looking relaxed again. "Derpy told me about how she did that last year."

"Then it's a good thing you didn't," he said. "It's fine, we can still have fun. Let's try spider tossing over there."

He led her to the basket of spiders opposite some string webs a few feet away. Maybe she'd like this.

"This one's pretty easy." He demonstrated by tossing a spider to the web. "See? Wait, you're not scared of spiders, are you?"

"N-No. Spiders are fine. A-Apart from the big ones in the E-Everfree F-Forest," she said quickly. She picked one up and gave it a gentle toss. It barely flew forward. "O-Oh…"

"Come on Flutters, you can do better than that. You gotta really chuck them, like this." He gave another demonstration, the spider landing between the outer part and the centre of the web.

"O-Okay." She gave it another throw and this one actually hit the web.

"There you go!" He threw another one and it landed in the same spot. "We're just sending them back home."

"I s-suppose that helps," she said. The next one she threw was closer to the middle. "Th-This is pretty fun, really."

Ray internally hoof-pumped at this victory. "From what I heard from Dusk, it was even better last year when Luna had a go at this."

"I heard a little about that too," said Fluttershy, getting another spider. "They said she was trying to reconnect with the ponies and show them she wasn't Nightmare Moon anymore."

"Didn't exactly go about it very well though," said Ray. "I mean, I don't know what things were like in her time, but I don't see how bringing toy spiders to life with magic is meant to bring you widespread popularity."

"Sh-She did that?"

"Oh yeah, with this game. Zapped them with alicorn magic and made them come alive. All hairy and massive, crawling all over the place and staring with big glowing red eyes. Bad enough with just one, but you can see all of those ones in the bowl. Imagine all of them scuttling all over the place, crawling up your legs in droves! Too bad I hadn't arrived in town yet, I'd have loved to have seen it! Maybe I can-!

He stopped talking when he looked around and saw Fluttershy had frozen in place. She was staring in abject terror at the toy spider in her hoof and giving fearful glances at the ones in the bowl. Ray slapped himself mentally and approached her.

"You know- whoa, easy, easy," he assured when she jumped at his touch. "It's okay, they're fake. They're not gonna come to life. Hey uh, how about we go somewhere else instead?"

"Y-Yes please," she stammered, dropping the spider back the bowl.

"Wanna head to the town square? There's meant to be a little dance thing going on there," he suggested. "If you wanna dance with me, that is."

"Oh, that sounds lovely!" she said enthusiastically and blushed. "I-I mean, i-if you want to, of course."

"If I didn't want to, I wouldn't have suggested it," he said smartly. "May I escort you to the ball, Cindershy?"

"I would be honoured, Prince Ray," she said, playing along.

"Eugh, no," he said at once, though he was smirking. "Don't even say that, not even in kidding."

"Lord Ray?"

"Stop it."

"Sir Ray?"

"If you weren't so adorable, I'd do something really horrible to you right now."

She blushed even more. "Y-You… you think I'm adorable?"

"Um…" That had been more of a slip. "Well, yeah. You're adorable, o-of course you are."

She didn't say anything and he was worried for a moment. Then, she smiled and nuzzled his cheek, snuggling into his side. The worry dissolved away and the grin that lit up Ray's face was enormous.

A band was set up on a stage in the town square with instruments like a piano and a violin. A fair sized gathering of ponies were dancing in front of the stage and from what Ray could hear, the music they were playing was pretty distant. It had a beat and you could dance to it anyway.

He was already bobbing his head and tapping his head to the rhythm. He wasn't exactly an expert dancer, but that didn't stop him. Or Twilight for that matter, if you could call that dancing. He moved his head in time and his hooves to the beat, throwing an encouraging smile at his marefriend.

She was a little nervous at first, but fluttered next to him and began to sway. Hers was simple too, just moving her legs and head like a tree's branches caught in a breeze but it was still a beautiful sight to Ray. At least she looked like she was having fun. Like the first time they'd danced at the Hearts and Hooves Dance at Sweet Apple Acres.

"Nice moves, Flutters," he complemented when they danced opposite each other.

"Thank you," she said warmly. "Y-You're very good too."

"Well, quick hooves have always been a necessity for me."

"Because you were on the road so much?"

"Yep and there have been a couple of places that for some reason didn't want me around for one reason or another."

"I honestly can't think why," she giggled.

"Tell that to the Mayor of Trottingham when I accidentally teleported in his house while his wife was in the shower."

She giggled harder. "Oh my goodness!"

"Not exactly the words she had in mind," he laughed.

"Why hello again, Ray. And Fluttershy! Delightful to see you out tonight!" greeted Rarity's voice from behind them.

"Oh, hello Rarity." She turned to greet her. "Nice to see you- EEP!"

She scurried back from Rarity when she saw her dressed in her vampire getup.

"Oh come now, darling it's only me," said Rarity. "I know this isn't exactly my most vibrant outfit, but it's no cause for alarm."

"S-Sorry," she stammered. "I-It looks um… nice."

"Why, thank you. Perhaps you should dress as a vampire next year, Fluttershy," she suggested. "I think you'd suit it."

"Well um… if you think so," she murmured. "I'm n-not sure though…"

"I think you'd look great," said Ray. He smiled as she blushed and looked to Rarity. "Where's Spike? I figured he'd be with you."

"I saw him running by a few moments ago. I asked what was going on but he wouldn't specify what for, he merely said that I'd see soon enough," she told them. "I suppose Nightmare Night is full of surprises."

As if on cue, the light of the stars started to fade and darkness set in. A fierce wind howled through the streets. They looked up to see dark clouds gathering overhead, but not in any natural way. They formed a spiral through which something was coming through and hurtling towards them. Thunder boomed and lightning flashed across the sky.

The assembled ponies looked up in fright. The spectacle was gathering more to the scene. They all whispered and murmured to each other, but nopony seemed like they were going to run. Ray could hear Fluttershy whimpering next to him and was about to say something to her when he finally got a good look at what was coming toward them.

It was a chariot, pulled by a pair of bat ponies at a breakneck speed. A dark figure sat at the helm. It halted just above the town square and a few more bat ponies rained from the skies, four of them making for the square. Ponies hurried to make way for them and backed off, leaving a sizable spot in the crowd. The occupant of the chariot leaped out and slammed into the ground, hunched over.

Ray told Fluttershy to stay with Rarity and teleported to the front of the crowd to get a closer look at the pony. As it rose, Ray was shocked. Fur black as the night. A gaseous mane peppered with starlight. An armoured crest decorated with a crescent moon, with a helm covering her head. Cold, slit eyes and a long, sharp horn, her presence radiating with power.

Even Ray knew Nightmare Moon when he saw her.

"CITIZENS OF PONYVILLE! HEED MY WORDS!" she bellowed. "BEHOLD! I HAVE REGAINED THE USE OF MY DARK POWERS! I HAVE OVERTHROWN MY SISTER! THE NIGHT SHALL REIGN SUPREME FOREVER! BOW BEFORE ME, AS MY LOYAL SUBJECTS AND YOU SHALL BE TREATED BENEVOLENTLY UNDER MY DARK RULE!"

Everypony immediately sank to their knees. They shook and shivered. Their eyes were screwed up, a few were whimpering. They all bowed. All except for one.

Though he was small, among the kneeling crowd Spike stood taller than anypony. His expression was defiant, his back was straight and his bow was drawn.

Nightmare Moon locked eyes on him. "SO! THIS IS ONE WHO WOULD DARE TO DEFY ME? IS THIS ALL?"

"It's all that's needed!" Spike loosed the arrow. The sucker end hit her carriage and he pulled out his tomahawk. "For the freedom of Equestria!"

With an almighty battle cry, he charged. He weaved around kneeling ponies, jumped and bounded off of them. He never broke his stride, never faltered for a moment. He kept on going, no matter what might get in his way.

Until he was levitated off the ground by a dark blue aura of magic. His legs ran in thin air for a bit before they hung limp. He hovered before the dark princess, still defiant.

"Was that your best, little dragon?" she sneered. "Is that all you have to offer?"

"Yeah, pretty much," shrugged Spike.

"Ha!" she barked. "And what would you call that? A last stand? A desperate bid for freedom?"

"Nope," he replied. "A distraction."

Nightmare Moon's smile slackened. She suddenly became aware of another shadow falling across her from above. She turned to see the figure soaring over her carriage, a hoof drawn back across the chest and coming right at her.

She dropped Spike, but it was like she moved in slow motion. She just wasn't fast enough.

The hooded figure slammed into her, pinning her to the ground. The drawn back hoof was now at her throat. She gasped, made a few choking sounds and flailed her legs. Then, her body went limp and her eyes glazed over.

The figure raised its head and Ray could make out lavender in the shadows, closing her eyes respectfully.

"Rest in peace, Princess Luna," murmured Twilight.

She rose from the body and Spike stood at her side. The guards had snapped out of their stupor and were bringing their spears to bear on her. But they didn't even flinch.

"We work in the dark," she recited.

"To serve the light," continued Spike.

The shadows stirred behind them and Dusk appeared between them, his horn aglow and three colour orbs floating near him.

"We are Assassins," he finished.

"Get them!" a guard bellowed.

The orbs flashed and Ray had to avert his eyes from the burst of light. By the time it faded, they were gone. The guards gazed around wildly while everypony else slowly got to their hooves, murmuring and whispering.

"There they are!" one guard shouted. "After them!"

They galloped through the crowd, barging by them. Ray turned to see the three of them flee in separate directions. It was very brief before they were gone and the quintet of guards split up to follow each target.

The silence dragged on for quite a while. In the end, Ray broke it.

"I'm sorry, what?" He looked around in confusion. "Did everypony else see that or was that one of my weird fantasies playing out again?"

"Quite a show, was it not?" To everypony's astonishment, Nightmare Moon got to her hooves. But when she removed her helmet, Princess Luna stood before them, a mischievous smile glinting on her face. "I have to say, they were quite convincing. It will be interesting to see if they evade my Shadow Guard."

"Wait, wait, wait… so, that was just an act?" he realised.

"Indeed and a most convincing one, if I do say so myself," remarked Luna, then in a louder voice. "Fear not, good citizens of Ponyville! 'Tis I, your Princess of the Night! We were merely participating in the spirit of this most wonderful of nights! Come, let us return to the festivities!"

Now that they realised that there was no real danger and it was just a good scare, the ponies started to calm down. A few foals and fillies galloped up to greet Princess Luna, a little foal with a Trottingham accent being particularly excited to see her and she him.

Ray couldn't help but grin. This night really was the best. But it faltered when he looked to see Rarity approach, but with no Fluttershy in tow.

"Where's-?"

"Ray, I'm so sorry!" she cut off. "I tried to calm her down, but the poor dear was just so overcome! She ran that way! You should still be able to catch her!"

Ray didn't need to be told twice. He galloped away and teleported mid-step, making Lyra and Bon Bob scream when he suddenly appeared. He quickly glanced around and zapped away again, knowing she'd be hurrying to her cottage. A few more teleportation trips took him to the road that went there, just in time to see something whiz past him.

"Flutters! Fluttershy, wait!" She didn't and he had to appear directly in front of her. "It was only Princess Luna, it's fine. Look, let's head back to town and-"

"No!" she cried. "I-I-I'm sorry, Ray b-but… I don't want to! I-I know you t-tried your best, b-but so much has sc-scared and startled me tonight I just… I just want to go home…"

Ray was stunned at this. "Fluttershy…"

"I-I'm s-sorry but… n-now you c-c-can have fun w-without me s-spoiling your night…" She screwed up her eyes and galloped by him. "I'm sorry…"

"Flutters, wait!" he begged. "I thought you were having fun. With the games and the dancing, I thought you were enjoying yourself!"

"I was, I r-really was," she insisted. "B-But then s-something w-would happen and… I don't l-like being scared like that so many times. I-I know some ponies do b-but… I don't."

"B-But… that's what makes it fun," he reasoned desperately. "That's what Nightmare Night is all about…"

"That's why I never liked it," she murmured. "Thank you f-for trying, Ray and I-I'm sorry but… I j-just want to go. I'm sorry…"

And she ran off again, her sobs growing fainter with every second. This time, he let her go and slumped dejectedly on the road. He bashed his head a couple of times off the ground and left it there for a bit.

"Well," he said to himself, "I screwed up…"

"It seems you are troubled, Ray Strike." He looked up to see Princess Luna had found him. "Most troubled indeed."

"How long have you been standing there?" he asked her.

"Long enough to have witnessed what happened," she answered. "I saw you hurry away and flew after you when I'd heard of Fluttershy's distress. I cannot help but feel some responsibility for that."

"Why would that be, I wonder?" he snapped. He glanced back and saw her cold glare. "Oh, um… what I meant was-"

But her expression softened. "No. In this case, you are right to be frustrated with me. It seems I have played my part in what has happened. I am sorry for this unpleasant turn of events, Ray."

"It's fine," he sighed. "You didn't know. I should have though…"

"Hm." She looked him over. "I must say, yours is a strange costume. I thought you would have been more creative than just to wear a suit."

He didn't say anything, but he did put on the mask for the full effect.

"Ah, now I see," she realised. "A most familiar sight indeed."

"Wait…" He pulled off the mask and stared. "What do you mean by that?"

"Well, as they say, every legend and myth has some foundation of truth," she said mysteriously.

"So… you're saying that… no. No, no, no way," he insisted, though he was fighting a smile.

"I shall say no more," Luna said. "Some things are better left unsaid and some questions unanswered."

He groaned in frustration. "Ugh, what is it with you higher types and riddles?"

Luna laughed and looked off in the direction Fluttershy had fled. "She hid from me as well when I first came here on Nightmare Night," she recalled. "The young one has fear, yet it makes her strength all the greater when she uses it. I am glad to see that is the case in realising her feelings for you and yours for her."

"No offense, Princess, but things aren't exactly looking up for me here regarding that," he replied.

"Permit me to ask you this. What is that you enjoy about Nightmare Night, Ray?" asked Luna.

"You mean apart from free candy?" he said. That earned a smile. "Honestly, back where I came from, it was one of the few times I could actually have some fun. Grab a cheap mask and a cape and actually blend in with the crowd without any death glares. Have some actual fun, you know? Since nopony knew who I was under it. Plus, I was able to get a little payback by pranking my bullies."

"I see," she nodded. "So for you, this a special night which is why you wanted to share it with Fluttershy?"

"Yeah," he murmured. "I know how she feels about it, but I really wanted to show her a good time and maybe try and change her mind about it. Guess we know how well that turned out."

"And so now your intention is to merely give up and mope?" she challenged.

He frowned. "Well, when you put it like that…"

"Exactly," she said. "You didn't let my student do the same and I hardly think you should."

"But… what should I do?" he asked unsurely. "I'm kinda new to this whole dating thing."

"In my view, 'dating' is almost no different to being good friends," reasoned Luna. "There's simply more closeness involved."

"In every sense," smirked Ray.

"Indeed. Therefore, I would say the solution is simple. She's tried to do what you enjoy, now I think it's time for you to do the same," she advised. "Maybe then a solution will present itself."

With that and a mysterious little smile, Luna spread her wings and took off back towards the town.

He stopped at her door and knocked. There was no response.

"Fluttershy? You there?" Again, nothing. "Look, uh… I just wanted to say I'm sorry. I'm sorry you got scared so much and sorry for a… well, kinda crappy first date. I'm not gonna try and make you come out, but I still wanna spend time with you tonight. I wouldn't feel right if I didn't. So… whatever you want to do, I'm fine with. Really, I am."

There was silence for a few moments, filled only by the ambient sounds of crickets and various other animals around the cottage. At first, Ray thought she wasn't going to let him in.

His heart leaped when the knob turned and she peered through the crack. She stood back and let him inside. He noticed her rabbit costume discarded in a heap by the door. Once he was inside and she closed the door, she returned to her couch and made a space next to her, looking at him hopefully.

Ray smiled. "Okay then."

He took off his suit and joined her. Ray wasn't a complete stranger to romance that he didn't know what snuggling was. Heck, Dusk and Twilight did it enough times when they were all together. But being here now with her, feeling the gentle rise and fall of her chest, the steady beat of her heart and her contented breathing… yeah, this was pretty nice.

They didn't say anything. For what seemed like hours, they just lay there together in silence. The animals of her cottage gave her some respectful privacy. Or they were scared because they could sense Ray's 'roommate' and that was always the case with animals. Either way, Ray was grateful. He'd glimpsed Angel giving him a death glare across the room but he returned it and the rabbit backed off.

He honestly didn't understand at all how she was able to manage that guy. But other than it was pretty peaceful.

Even so, he found himself glancing over at their discarded costumes. He'd been really looking forward to messing around with some ponies as the Slender Mane. Sure, he'd managed to freak out Dusk and a few others, but there was so much more. He was willing to put aside for Fluttershy, but then he couldn't even enjoy the rest of the festivities.

He wasn't angry at her, just kind of disappointed. His constant glancing didn't go unnoticed.

"You're missing it, aren't you?" she asked.

He sighed. "Yeah, kinda. It is my favourite night of the year, you know? But it's fine, it'll come again next year."

"I still feel bad about it though," she confessed. "You really did try your best to make sure I had fun and I feel like I'm keeping you from everything."

"It's fine, really," he insisted. "Unless, you know, there's something else I can do to convince you to try again?"

"Hmm…" She pursed her lips. "Well… would you be willing to wear a different costume? Something less… scary?"

"Huh?" He was legitimately surprised by her suggestion, but grinned nonetheless. "Y-Yeah, sure! Aw, thanks Fluttershy, you're the best! So, what did you want me to wear instead?"

"Well," she said, a sly smile working its way onto her face, "I did have a spare costume here…"



"Are you sure they're okay, Luna?" Dusk asked her.

All of them, barring Ray and Fluttershy, had gathered at the town square once more with the Princess. Rarity had told them how Fluttershy had ran off out of fright and Dusk, Twilight and Spike were the last to hear about it after they'd ended their 'chase' with Luna's guard. They were concerned with what had happened, but Luna had put their minds at ease.

"I am certain, Dusk," she answered. "I understand your concern, but I think those two would appreciate their privacy at the moment."

"Very well. Thank you for talking to Ray, Luna," he said sincerely.

"It was my pleasure," she said. "After all, is that not what friends are for?"

"I still feel sorry for the poor dear," said Rarity. "She really was in quite a state during that little display of yours."

"That was totally awesome though!" praised Rainbow. "Watched the whole thing from a cloud and it was pretty sweet."

"Not as sweet fer Fluttershy though," put in Applejack. "Least ways ah hope Ray has enough sense in him ta make some sorta way-a makin' it up ta her."

"I guess not everypony likes to be scared on Nightmare Night," sighed Pinkie. "I feel bad for giving her fright when she came into town."

"It wasn't your fault, Pinkie," comforted Spike. "You were just having a little fun. You didn't mean anything bad by it."

"It's just that everything became too much for her," reasoned Twilight. "I hope they're both okay."

"We are. Thank you for being concerned, everypony," a familiar voice said.

They all looked to see, with great surprise, Fluttershy arriving on the scene and looking in high spirits.

"Fluttershy!" Pinkie barrelled her into a hug. "You're okay!"

"Yes, I am, Pinkie," she said happily. "I hope I didn't worry you all too much."

"It's perfectly fine, darling. I'm simply pleased to see you looking so much better," said Rarity. "What made you change your mind?"

"Yeah and where's Ray?" asked Rainbow. "No way he isn't with you."

"Oh, he is. He's just being a little slow." She looked back. "Come on, slowpoke."

"Do I have to?" Ray's voice moaned from behind some crates.

"Come on, it's fine. It's just our friends," she said gently.

A moment passed. Something stirred and very, very slowly, Ray stepped into the light. It took a second or two to realise he wasn't wearing the same costume as before. When they did, a good number of them burst out in fits of laughter.

From within his one-piece brown bunny costume, Ray's fur looked like it had changed colour from how red his face was.

"'Just our friends?'" he repeated darkly.

"Well, I think you look cute," said Fluttershy, standing beside him. "See? We match."

"Oh my, Ray!" tittered Rarity. "You look absolutely darling!"

"You wanna a carrot, widdle bunny wabbit?" snorted Rainbow, clutching her sides.

"Ooh, he's sooo cute!" cooed Pinkie, rubbing her hooves on his cheeks. "Ooh, I just wanna mush his widdle chubby cheeks!"

"I'm not gonna live this down, am I?" moaned Ray.

"Well, the maid thing was getting old anyway," sniggered Rainbow. "Now, we got some new material."

"Most excellent," remarked Luna, managing to keep a straight face. "And I think a valuable lesson has been learned here."

"Yeah," nodded Ray. "I guess I learned-"

"That ya look better with long ears?" Ray waited until Applejack stopped laughing. "Sorry. Go on, sugarcube."

"Thanks," he deadpanned. "Anyway, yeah… goes without saying that everypony's got something they don't like while you may absolutely love it. Despite that, you can still be good friends and you can always find a way to accept and compromise each other's differences. After all, they're what make you special. Or some sort of sappy thing like that."

"Not how I would have put it, but that's a good lesson and one for couples too," added Twilight. "I'm sure that'll make a good letter to the princess."

"You want me to make a note of that now?" asked Spike.

"There'll be time for that later," said Dusk. "The night is still young and there's still some enjoyment to be had."

"Indeed, my student. Come then, friends!" declared Luna. "Let us join together in fun and this year, I shall see to it that it is tripled!"



A fair few miles away from Ponyville, but only half hour walk to Hoofdale, lay Hay Town. It was a small town that was close to the ocean. As such, it made its business in the various traders and sailors that brought their ships into ports from distant lands.

It was a considerably diverse place, with zebras, buffalo and griffins making regular visits from their respective homes for the purposes of commerce. Darker dealings went on here too, with the occasional diamond dog showing up to make a deal for some gems. Or cheap labour. It was rumoured that even changelings made stops here, in disguise to acquire the love that they craved for a price.

If Fallen's hunch was correct and he had little reason to doubt that it wasn't, the latter case should hold true.

"Cool costume, mister!" a chirpy voice complimented.

He turned to gaze at the little filly looking admirably at him. She was dressed in the trappings of what could only be a princess or a high-born mare.

A small ball of anger grew inside him at the thought, but he managed to play his part. There was no reason to end her existence. It would attract attention and she was still young. She should enjoy what time remained in her youth.

"Mine thanks to thee," he replied. He sunk his head into a low bow. "May thy fortunes in love be fair on this night, good lady."

She giggled at his display. "Thanks, mister. Happy Nightmare Night!"

His response was silence, but she scampered away to join her friends. An advantage of this night, of all nights. Even dressed as he was, he could walk among them and be considered part of the crowd. Just a simple illusion to hide his horn and wings, make himself seem shorter. He was still getting used to the assets that Sombra's horn provided him with and shadow walking could be quite taxing at times.

He considered that he wasn't the only one taking advantage of this. He'd heard talk of mysterious disappearances in this town whilst hidden in the shadows, with the victims appearing some days later drained of all life, their faces frozen in a visage of horror. Most had talk it was some sort of vampire beast that was praying on the innocent citizens.

But Fallen knew better. These had the hallmarks of feeding gone too far and he knew exactly what kind of feeding.

Fallen glanced behind him. He still follows, Fallen noted mentally while he walked through the streets. A stallion unicorn dressed as a member of the undead. All of the times that Fallen had been wondering around Hay Town and he was still in careful pursuit. It had to be him. He would be waiting for when he would be alone. Why keep him waiting?

Fallen casually made his way towards a darker, more isolated part of town. He strode with a purpose to the outskirts to make it seem as if he was leaving. A ripple in the shadows and the presence behind him was enough to tell him his quarry was following him and quickening his pace.

He paused at the shoreline, gazing out across the starlit waters. The gentle crashing of the waves on the shore wasn't enough to disguise his stalker's approach. Hence, he wasn't the least bit surprised when he felt a hoof blade's cold steel against his neck.

"What is this?" Fallen whispered. "Who are you?"

"Drop the act," hissed the stallion. "I know it's you. You think I would forget?"

"Nay," replied Fallen calmly. "In point of fact, I was betting on it."

"Were you betting on this?" he snapped, pressing the blade further against his neck. "You're going to pay for what you did to my hive. To my queen! I will enjoy this."

"No…" The shadows stirred behind the stallion. "You won't."

A tendril latched onto the hoof holding the blade and yanked it away. A few more wrapped around his legs. He struggled against their pull, but there was little he could do. They pulled him against the wall, the shadow with the hoof blade now hovering in front of his face.

"Since we remain on the subject of dropping acts," continued Fallen as if nothing had happened, "why doesn't thou end thine own? Lest thou should wish me to grant thee another scar, Sting."

The stallion ceased his struggles. His body flashed green, revealing his true form. Though his body changed, the glare that he gave Fallen didn't.

"Coward!" he snarled. "Release me and face me properly!"

"Thine rage should not be directed at me. Any experienced officer with his wits about him should have recognised the stage was set for a trap," countered Fallen. "What does that say of thee, former commander?"

"Damn you!" he roared. "Damn you for what you've done! It's because of you we lost! That our forces were scattered! That our justice went unpaid! That our queen… is gone. You took her daughter!" His glare intensified. "You will pay for what you've done!"

"Perhaps I have some responsibility for thine misfortunes," conceded Fallen. "But it was not I who decided to go to war. It was not I who led thy forces into battle. It was not I who forced you. For whom does that blame lie, but with the one at the helm?"

"Damn you," he echoed, weaker this time. His rage appeared spent. "End it, then. Go on."

"Nay." He lowered Sting to face him. "If I desired thy demise, Sting, I could have done a thousand different ways than this. But I will not. I have come with an offer for thee."

"I'm not interested in your bargains," he growled. "We bargained with you before and look where it got us."

"That fault is not mine. It was a well-conceived plan, but lacking in leadership," he countered. "Thou cannot blame me for thy queen's arrogance and lack of foresight. But I am not inclined to think that thou hast."

Sting was silent. Fallen continued.

"I know of thine victims. The one thou hast been stalking. Despite the diversity of species in this town, there has not been a single griffin or zebra or diamond dog among the dead. They have all been ponies. And I would stake a claim that there hast been similar doings wherever thou hast been before. And where are we now? Merely a stone's throw from Hoofdale… and then Ponyville. That is where thou truly seeks to take thine vengeance, isn't it?"

"What is it to you if I do?" he demanded.

"Again, thou lackest wits," said Fallen bluntly. "Thou hast been draining all ponies thou hast come across completely of all love, to the point where it has snuffed them out. The closer thy gets to Ponyville, the more bodies thou leavest, somepony will eventually notice the trail. They will investigate, discover the means and prepare. Couldst thou stand up to the Royal Guard, the Elements and the Princesses themselves alone? A grand vision, but one that is lacking."

"And you have a better one?" he sneered.

"Aye. You think it was mere chance or passing interest that I chose to take thy princess?" he asked. "Thou may not knowest this, but she carries something within her. A source of great and terrible power. With a power like that, a power the princesses themselves would be like fillies in comparison, true vengeance may be exacted. For both of us."

Sting seemed to consider. "The princess… Samore is unharmed?"

"Thou hast mine word that she is safe," he vowed. "If thou would come with me, thou will see for thineself. And much more besides."