Night Terrors

by NightmareDash


Night's Black Agents

Changelings continued to swarm upon the force field, a black infection spreading along the translucent-blue orb. Guards were stationed along the boardwalk to monitor them, but this show of force did little to assuage the fears of Canterlot. And, as a hypothetical listener familiar with the guttural language of the changelings could tell you, the horde knew it.

sniffsniff So much food, every kind... I can smell it even through this slagging barrier!

Sooo hungryyy... gottahaveitgottahaveitgottahaveitgotttaeatNOW! *ping*

Save your effort, crackshell! The Queen will see to the barrier, then you can have your feast.

What, aren't you hungry too, O Aged One?

Slag it, of course I'm hungry! But this isn't just another meal. I remember when the horsekind drove us from this land, from its plentiful feeding grounds into the barren, dank caves we've called home for Chrysalis knows how many cycles!

Hsss, spare us the history lesson, Aged One.

Do you smell that spice in the air, youngling? That subtle but irresistable tang; you've experienced it, but when was the last time you tasted it? That's fear, youngling. I've waited to taste that wonderful aroma in the hearts of horsekind since before you were hatched. It does not disappoint.

Yes, the horde knew it.


At Starry's insistence, a Guard strike team had been hastily assembled, and she led them, Princess Celestia and Rarity towards the Canterlot Square exit of the palace. Though he was certainly not the first to do so, the highest-ranking Guard in the party questioned the sagacity of the Princess herself accompanying them.

"As I've mentioned before," Starry replied, "if I'm to lead you to the Shadowbolts' hideout, exactly who do you expect to find there? Nopony else in Equestria can protect me from Nightmare Moon's wrath. She has to come."

"Princess Celestia, are you sure..." Rarity questioned.

"This is the only lead we have on the Shadowbolts, Rarity. If that's what it takes to flush them out, it's a risk I'm willing to take."

And so they proceeded, outside and down the steps of Canterlot Square. To the group's surprise, Starry did not take to the air, but instead led them across the street, into the lobby of an apartment complex. The lead guard was about to show his badge to the concierge, but she waved him off, rolling her eyes.

"Lemme guess, a matter of national security? Go right ahead."

"The Shadowbolts are hiding in an apartment building?" asked Rarity, underwhelmed.

"No," Starry replied with irritation. "But this is the closest way to get in." She led them through a maze of hallways before reaching an unassuming maintenance closet. Jimmying the handle in just the right way, she then opened the door, flicked on the lights and went inside. As the others crowded around the doorway, surprised at the apparent dead end, Starry opened up a hidden panel in the floor and crawled in. They waited to see if she'd resurface.

"Are you coming, or what?"

One by one, they followed her down, until the Princess herself dropped into the hatchway. It was predictably dark and damp, with pipes of assorted sizes running along the concrete walls, and magic-based lighting at sporadic intervals in either direction. Starry was already moving again, with Rarity catching up and the guard party close behind, surrounding Celestia.

"The undercity," the Princess remarked quietly. "I should've known."


"The undercity? Princess Celestia went into the undercity?" Twilight exclaimed at the messenger guard. She and her research team had been looking into a more permanent way to neutralize the tantabus when he interrupted them with the news.

"She was insistent, Miss Sparkle. I mean, they both were; Starry Skies wanted the Princess' personal protection from Nightmare Moon, and the Princess wanted the chance to apprehend the Shadowbolts. She told me she was aware of the risk but was willing to take it, and to inform you of her progress."

"So Princess Celestia, Rarity and a hooffull of guards are following a Shadowbolt we have no reason to trust into the depths of the undercity?!"

"Um, Miss Sparkle?" Van Allen Belt, a Manehattenite unicorn from the research team, spoke up. "What is this undercity you're talking about?"

The question forced Twilight to pause, which allowed her to take a breath and regain her composure. She turned to the table they had been working around and magically created a three-dimensional model of Canterlot. "The city of Canterlot is built on the side of Mount Equus, actually on one of its steepest slopes. The original village was constructed on a small plateau, but today, more than 90% of the city lies on a massive platform grafted to the side of the mountain. "

The model zoomed in, cutting out the spires of the palace and indeed most of the city proper, focusing instead on what was beneath it. "It's an unsung marvel of Renaissance-era engineering. Beneath that porcelain bowl lies an intricate network of support structures that hold up all of Canterlot, as well as the infrastructure for the entire city's utilities. Water, sewage, gas, everything."

"So the Shadowbolts are living down there?" Van Allen Belt asked.

"If Starry Skies is to be believed, yes. A number of ministries use the undercity for storage space, and there's a network of maintenance passageways that allow access to the entire structure. With the right preparations, living down there is entirely possible."

"But there would be security at all the main access points," the guard cut in, "and the regular maintenance inspection teams would flush them out eventually."

"Well actually, they barely ever send inspection teams down anymore." A new party had joined the conversation; Blue Moon, a unicorn mare, retired professor of magic and Canterlot native, also part of the research team. "My husband works for the Canterlot Department of the Undercity, he said they've been in chaos ever since the department chairstallion died in that train wreck."

"Train wreck?" Twilight repeated, growing anxious.

"Yes, it was the, uh, Trans-Equestrian High-Speed Railway, I think."

A horrid idea that had been trying to fit itself together finally clicked in Twilight's mind. "Mayor Mare was a diversion..."

"I'm sorry?"

Twilight magically projected a Canterlot Inquirer front page from the day after the wreck, showing a grainy amateur photo of the Mayor hanging from a bridge where her car went over the edge. "Mayor Mare was the Mayor of Ponyville at the time, we thought she was the Shadowbolts' target when they derailed the train." She was rapid-firing her words and nearly tearing up. "That was just what they wanted us to think, so we wouldn't notice they had also killed the Chairstallion of the Department of the Undercity. So while the Department was without a leader, they could use the undercity as a base." Only then did she stop to compose herself and take a breath.

"But if they're in the undercity," the guard realized, "they could use the access ports to get inside Fort Canterlot!"

Staying focused on the situation at hoof averted an emotionally unpleasant moment for Twilight, if only for the time being. "Could they be getting equipment from there?"

"It's the largest Royal Guard armory in Equestria. Specialized equipment, advanced weapons, explosives..."

"The Princess has no idea what she might be walking into." Everypony in the room exchanged nervous looks. "Get as many guards as you can spare and send them after her group," Twilight ordered the guard, then looked at the rest of the research group. "The tantabus can wait, we can help too! Come with me!"

They streamed out of the library and through the halls of the palace, until they hit street level. But the group of determined unicorns got no further.


On an elevated balcony elsewhere in the palace, Shining Armor strained to hold up his massive shield around Canterlot. Bags had formed under his eyes, and his teeth were clenched, nearly grinding against each other. From behind, he could hear Cadence approaching. Thank goodness. She was the one thing that had got him through this crisis.

"How are you, dearest? Keeping up that big, sturdy force field of yours?"

"Mmmhmm, these changelings keep coming, but I could hold off a swarm twice this size with you at my side."

"Oh, could you? Well there's the thing, dear. Remember what I told you in the hospital so long ago?"

"I remember..."

"Well the time has come, my dear. I know you're working so hard to keep this city safe, but you would do anything for me, wouldn't you?"

"Yes... anything..."

"Well, right now the one thing I need for you to do for me, my dear Shining Armor, is fail. Let that shield come down and let all those starving little changelings in."

Shining Armor paused, nearly flinching behind his dead expression. Even the trance could not smooth over the conflict between what had been asked of him and his almost primal commitment to duty. Behind him, a shimmer of green magic ran over his bride-to-be, as she shed her false form.

"Do it for me, dearest."

"...Yes, dear."

And at that moment, the magic fueling Canterlot's last line of defense abruptly vanished, falling away in a matter of seconds. Then a dense black horde descended upon the city, its queen flying out to join it.


Crouching down as she squeezed through a tight passageway, Celestia found Starry Skies waiting on the other side, in front of a closed metal bulkhead door. The Princess stepped toward her, allowing Rarity and their guard escort space to follow.

"Is this...?"

"This is it. What you're looking for is on the other side of this door."

One of the guards moved between them, his fellows close behind. "Princess, we should go in first. If there are hostiles on the other side..."

"Of course." In light of the risks she was taking despite their objections, Celestia thought, it was a small concession to make. The guard team then stacked up on the bulkhead, their leader giving a nonverbal countdown before throwing down the lever and ripping the door open. The stallion behind him charged inside, short sword drawn, and the rest of the team swiftly streamed in behind. The mares followed, only to find an empty room.

"Clear!" Putting away his sword, one of the guards started scanning the room, picking up the broken remains of a cider bottle. "Somepony's definitely been here, but it looks like they've moved on." Several pairs of eyes fell on Starry, who only stared back, as surprised as any of them.

"Oh, you mustn't blame Starry. This was where we were living when she betrayed us." Nightmare Moon stepped in from out of nowhere, the room's bulbs noticeably dimming in her presence. "Our cause's first traitor. Congratulations, Miss Skies. When I'm finished, I'm sure you'll be our last," she threatened icily.

"No!" Celestia boomed in response. "Your reign of terror ends now!"

"Oh Celestia, always so quick with your threats," Nightmare Moon chided. "I remember fighting you to a standstill last we met. You think the Element of Generosity and four pesky guards will give you some advantage?"

"No lone villain can triumph over ponies united in harmony!"

"Lone villain? Call me a villain if you must, sister dearest, but as I'm sure has been said before, Shadowbolts are never alone."
Immediately behind Nightmare Moon, Charger came from out of the same nowhere she had been hiding behind, in full Shadowbolt flight suit. "Invisibility shields, gotta love 'em!" he chuckled.

"Your backup is one pegasus?" the lead guard asked mockingly.

"Actually, make that two." In a sudden burst of magic, Starry was teleported to Nightmare Moon's side, smirking. "Starry?" Rarity asked, shocked. "What are you doing?"

"Why, betraying you, Rarity! Did you really not see this coming?"

"Blinded by her zeal," Nightmare Moon interjected, eyeing Celestia mockingly. "Now, as fun as this reunion has been, you must excuse us." Suddenly, Charger produced a detonator in his hoof, grinning dangerously. "We have some pest control to take care of."

What happened next was something of a blur. Four muffled blasts rang out in tight sequence, as Nightmare Moon and the Shadowbolts vanished. The next thing Rarity knew, one of the guards had thrown himself at Celestia, and a massive unseen force threw her to the floor. She barely had time to register the impact before her head hit metal and she blacked out.


Hell had descended upon Canterlot as changelings freely swarmed the streets. Terrorizing the populace wasn't necessary for them to feed, but the raw fear it stirred up turned a simple meal into an emotional feast, which only drove the horde to be even more vicious.

"We changelings live for the thrill of the chase," Queen Chrysalis whispered to Shining Armor, still firmly entranced and under her spell. "After all, a dead pony feels nothing, and a wounded one only feels pain. But a pony that knows it's being hunted down? Oh, the adrenaline is simply divine! Of course, it's only a matter of time before it wears off and we have to cocoon them... But if you could experience that taste the way we do, you would be just as ruthless in your pursuit of it."

She knew he could barely understand her, much less reply, but enjoyed the chance to gloat regardless, especially as she continued to absorb the power of his love. But then Chrysalis noticed a familiar lavender unicorn on the street below, in a group of unicorns she remembered to be some kind of think tank. Alarmed, she voiced a series of insectoid clicks and whistles, signalling a few nearby drones to attend to her.

"That unicorn down there, the purple one, she could be... bothersome. Deal with her."

The three changelings swarmed down, surrounding the group before they had a chance to react. The drones approached with a vicious look in their eyes, but as Twilight readied her magic to defend herself, the ground beneath her gave way, swallowing both changelings and unicorns. Some of the others were able to leap to safety in time, but as Twilight made to jump to solid ground, she found her hooves swiping at air. But then another hoof caught hers, hauling her back up and onto the street, where she found it to be Applejack's; Fluttershy and Pinkie Pie were close behind.

"What's goin' on, sugarcube? How'd they get through? And how are we gonna beat 'em?"

"I don't know, I don't know, and I definitely don't know!" Twilight replied panickedly, as she turned back to levitate Van Allen Belt out of the sinkhole. "Princess Celestia went into the undercity to chase the Shadowbolts, she might not even know the changelings have broken through."

"Help!" A cry rang out from below, in a voice Twilight didn't recognize from her think tank. She looked down to see a battered Royal Guard trying to pull himself free of the rubble. "Please, Princess Celestia and Rarity are trapped down here!"

"Rarity?" Applejack replied with alarm. But suddenly, four shadows shot out of the chasm, landing down the street and catching the girls' attention. It was difficult to make out any details of their dark forms, but they could tell one of them was holding a large, dangerous-looking device while the other set up a tripod mount for it. As they assembled the two, three more ponies appeared, one instantly recognizable by her stature and ethereal night-blue mane. "Nightmare Moon!"

It was at this point that Chrysalis made herself known, leaving her balcony to hover above the ponies. "Nightmare Moon? I was expecting the Princess herself to meet me, not the Equestrian boogiemare. Get them!" Changelings streamed through the air beneath her, rushing the assembled Shadowbolts. But Nightshade took her place behind the controls of their new weapon, firing a beam of concentrated high-frequency sound waves at the horde. The shrill staccato drove the girls to their knees, and smote the changelings from the sky; a few seconds later it ended, and the insects fell to the street, most definitely dead.

"Aargh!" Chrysalis cried out, in a rage. "My children!"

"Did you truly think nopony saw you coming, Chrysalis?" Nightmare Moon called out. "You thought yourself so well-hidden, but you forgot: a changeling in pony form still dreams like a changeling. And your dreams belong to me."

Enraged, Chrysalis fired a concentrated blast of magic at her foe, only for Rainbow Dash to bat it away with her sword. "You want her, Princess?"

"She's all yours, dear."

Grinning sadistically, Dash pulled down her flight goggles and charged skyward. But her first slashing attack had no effect, blocked by Chryslis' chitin exoskeleton. She slashed again from the other side, to similar effect. Chrysalis then snapped forward, fangs agape, forcing Dash to draw back. As this was going on, Twilight quickly levitated herself and her friends down the pit, then started pulling away debris. "We have to get to the Princess, she's the only one who can stop Nightmare Moon!"

But Fluttershy was still slackjawed. "It was her. She's still alive..."

Twilight didn't skip a beat, too focused on the task at hand, and partially because she didn't want to confront the fact herself. "There were always rumors... never found a body... Celestia wasn't convinced..."

Applejack spoke up, "Twilight, if Rainbow Dash is still alive, maybe there's a chance..."

"If she's still alive, she'll be just as fanatical and dangerous as we remember." There was no emotion in the words; one could tell that their battle had wounded her more than just physically. "Now come on, we need to help Celestia and Rarity."


Rainbow Dash had been forced on the defensive by Chrysalis' use of magic, dodging and deflecting an endless salvo of bolts and beams. Closing in to attack would shorten her reaction time, giving her foe the chance for a free shot; when Dash experienced that firsthoof, the blast had almost knocked her out of the sky. After evading a burst of green fire, she decided to change tactics. Dash revved her wings, then launched into a high-speed serpentine, passing directly under the changeling queen. She moved nearly too fast for Chrysalis to follow, much less land a hit. Turning, she found only empty airspace behind her.

"What? Where have you gone?"

Her answer came hard and fast: Dash had made a very tight upward loop just behind Chrysalis, and was now on her way down, forelegs locked in front of her. She punched into Chrysalis from above, tackling her into the street below. The impact put a small crater in the concrete with the changeling splayed out inside, shaken and stunned. But when she tried to get up, the point of a blade pressed against her neck. She found Rainbow Dash at its hilt, looking back toward Nightmare Moon. "Do it."

Dash looked back to Chrysalis vengefully, with a night-blue tint flashing across her eyes. "Feed on this." And with a single, powerful stroke, she rammed her blade up through her foe's jugular. A shocked expression was frozen on the corpse's face as she collapsed, and Dash pulled the katana free.

The loss of their matriarch was felt throughout the swarm, and every changeling still alive at that moment turned and charged toward Canterlot Square.


Between Twilight's telekinetic magic and Applejack's sheer strength, they were able to dig through the debris with unexpected speed. Upon heaving up a large concrete slab, Twilight found Rarity lying beneath, on the edge of consciousness; Fluttershy quickly scooped her out.

"Rarity? Rarity, can you hear me?"

"...Fluttershy... dear, what, what happened?" Fluttershy started to set her down, but she was having difficulty even standing on her own.

"It was the Shadowbolts," Twilight answered. "They set off a bomb and dropped a section of the undercity on top of you."

"Oh, my..." Rarity was starting to come to. "Princess Celestia was with us! Have you found her?"

"Do you remember where she was?"' Twilight asked urgently. Rarity took a second to look at both the space she had been lying in and the rest of the area, then looked down, poking the ground with her hoof. "I think she was right here..."

"Stand back..." In a telekinetic fury, Twilight pulled apart every piece of debris in sight, tunneling downward. Within a few seconds, she once again saw white beneath the rubble, and stopped. Fluttershy was the first one down, trying to help the Princess to her hooves. Recovering much more quickly, Celestia leapt up to stand level with the others.

"Twilight, what's going on?"

"The force field is down, Princess, and the changelings have invaded!"

"And Nightmare Moon, and the Shadowbolts?"

"They're up there as well, actually fighting off the invasion. They had some kind of sonic weapon with them."

"Of course..." Fear shot through Celestia's eyes. "Equestria faced war with the changelings long ago, before Luna was banished. Back then, the army was far less... scrupulous toward prisoners of war."

"Yes...?" Twilight knew she wouldn't like what came next.

"We discovered that changelings were weak to powerful soundwaves; just a high-frequency blast would be enough to kill them. I had the project scrapped on the grounds of cruelty, but if Luna found out... This isn't an invasion, it's a massacre."

"So, between the changelings and the Shadowbolts, we're siding with the changelings?" asked Applejack, confused,

"They may not be the lesser of two evils, but if the Shadowbolts have a sonic weapon, they're the weaker of the two." Suddenly, Celestia's horn lit up, and Rarity found herself glowing for a moment, feeling very much reinvigorated. "We have to get back up there, is everypony ready?" Without waiting for a reply, she levitated them all upward, toward the mouth of the chasm.

As the Mane 5 rose, they could feel the ground reverberating in rapid, rhythmic shockwaves. As their hooves hit the street, they found the source: the Shadowbolts' sonic cannon, at full blast as Nightshade fired in every direction. A stream of sound echoed down four different streets, sending incoming changelings straight to the concrete. Any one that got through was shortly dispatched by Stratus, Blueball and Charger. But it was only a matter of time before the changelings ran out of reserves, and the hooffull still standing knew it was time to cut their losses and run for it. An eerie quiet fell upon the streets of Canterlot, leading ponies to emerge from hiding.

"Citizens of Canterlot!" Nightmare Moon enunciated, "the changeling menace is ended! My Shadowbolts and I have laid waste to those with the gall to invade this city." Almost to punctuate the point, Rainbow Dash flew back towards the group, dropping Chrysalis' corpse in front of them. "Look around! We have done in barely a minute what Celestia could not do in weeks of knowing about this threat. And we have done it without breaking down your doors and invading your homes."

By this time Celestia and the Mane 5 had reached the street, attracting some attention, but Nightmare Moon still held the floor. "You have lost so much freedom in the name of 'security', but do you feel secure? Do not let Celestia take your precious liberty, ponies, take it back! Can't you see her for the tyrant she is? All she cares about is power."

"Do not listen to her lies!" Celestia called out, but Nightmare Moon was quick to cut her off.

"Lies, Celestia? You've been lying about me for a thousand years! Making me out to be a monster, when in reality all I did was stand up to you so long ago! Look at me, citizens!" Nightmare Moon's mane swirled around her, then with a burst of light vanished, revealing Princess Luna.

"I am no monster! I am Princess Luna, and I have come because there must be change. The time has come for Equestria to realize its destiny as a mighty, democratic nation. The power of government shall be put back in your hooves, for you to vote and represent each other. And I shall use the power of the Elements of Harmony to defeat the menaces of war, famine, and poverty. Ponies, I am offering you a stake in utopia!"

"No!" Celestia fired back. "Do not be led astray, my little ponies! Nightmare Moon is a radical and a terrorist! She does not care for you at all; she only wants to use you to have her revenge on me."

But this time, Rainbow Dash was the one to speak up. "Is anypony else tired of being Celestia's little pony?" But just her voice was enough to get the crowd murmuring, as some started to recognize her in her Shadowbolt suit. One pony even had the guts to call out, "Rainbow Dash? I thought you were dead?"

"Killed by Nightmare Moon?" she answered. "Just another one of Celestia's lies! Princess Luna told me the truth about her." She jabbed an accusing hoof in Princess Celestia's direction. "She's corrupt, and she'll do anything to hold onto her power, even betray her own sister! She doesn't deserve to rule!" This sent a far stronger ripple of murmurs through the crowd; there was no way around the fact that Celestia had lied about Rainbow Dash, which gave even more credence to the rest of her accusations.

"Citizens, everything I have told you today is the truth," Princess Luna took over again. "The New Lunar Republic will be a nation of freedom and prosperity, where government will be of the ponies, by the ponies and for the ponies. For thousands of years, a tyrant has stood above you. But a better day has come, so I ask you: who will stand with me?"

And for a moment, the world was still and silent, as each citizen of Canterlot had to decide what they wanted tomorrow to look like.