• Published 1st May 2014
  • 3,217 Views, 207 Comments

When the Everfree Burns - SpiritDutch



Gods and horrors from the past have come back to haunt Equestria, but politics and petty power plays threaten to bring the pony nation down. While the world hurdles past the brink of darkness, Celestia's successors fight their inner nightmares.

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Chapter 54: The Dream Discovery Club

Rarity was finding her days dreadfully drole. Nothing happened in her castle, erected of pale stone so fair it fooled one for porcelain, built in the sea of black trees so thick the forest floor could not be seen. Every day was a routine, and bored her terribly. She wished she could fly above the canopy like the birds could, because nothing seemed to happen when she was watching from the ramparts, but as soon as she stepped away all kinds of sounds and currents rose up from the dark wood.

Her life at court had become nothing but a facade of contrite contrariness. Her words turned cynical, her disposition depressive. All the researchers left the castle whenever they wanted, but not her. She was prisoner as much as sovereign, shackled to her duties and her security.



But then one day, watching the birds again, something occurred to her. All her boundaries were artificial. She lifted a hoof to the clouds, ready to hug them up with sheer force of will.

“Don’t even think about it.” A whisper came from behind her.

She half-turned, expecting a courtier or guard, thus ready with a dressing down from such impudence. But it was a figure she’d never seen before: An enshadowed haze in a roughly equine shape, with glowing patches of purple light where its eyes would be, hung by the stair down into the castle. The living stain was defiant of the fuzzy sunlight shining through the clouds. Rarity thought she she know who or what it was, but could not quite grasp it. “What?”

“Don’t try to leave. This is the safest place for us.” The entity said. “Why are you dissatisfied with this indulgent wish or yours? Stay until it is safe.”

“Indulgent? Is that how you would describe this purgatory?” Rarity asked pointedly. “This place is gleaming but it has no glamour. The brilliant variety of detritus fungus would provide more color, so that is where I shall wayfare!”

She brushed past the living shadow and descended through the castle to the grand entry hall, beyond which was the door out of the castle and into the forest. The usual guards were gone, reinforcing to Rarity that her boundaries were constructs of her own imagining.

The shadowy entity was behind her again. “No, Rarity, you limitations are very real, and they were inscribed in adamantine by GOD. Push them again and you will get us both destroyed. Whatever you think you may find, hidden potential, lost destiny, happiness… You won’t find it in the Forest. You won’t find anything in there.” It sounded pensive. “Against the odds you survived the night. We you so eagerly throw yourself to your death in the day?”

Rarity dismissed the concerns with a wave. “You may have the run of the castle in my absence, however long that may be.”

She pushed with her magic, and the grand doorway creaked open.


Iillor didn’t even have to say anything to get past the ponies guarding Roseluck. The Ponyvillians had seen her walking with Viscountess Sparkle and figured it was best to stay out of the way: One their own had attacked a noble and retribution was not far behind. The legal asks of investigation and trial were out the window since the Eternal Night.

Iillor descended into the town hall’s dusty basement, used storage, where she found the small cell containing Rose. The raspberry-maned earth pony looked up for a brief moment then slumped again.

“I’m not going to hurt her. Please give us some time alone.” Iillor said to the other villagers. They reluctantly climbed the stairs back to the Town Hall ground floor, leaving the two mares alone.



Rose jumped to her hooves and ran up to side of the cage, wrapping her forehooves around the bars. “Please, spare the rest of them. What I did is my crime alone and Ponyville doesn't deserve to suffer because of it!”

“It’s not up to you who deserves what. You attacked a viscountess.” Iillor found it amusing to see the mare sweat it for a little while. “There’s no imperial power here to protect your Free City status. Come tomorrow, Ponyville might only exist in maps and memories.”

Rose pressed her forehead against the bars, her voice falling to a whisper. “Just ‘attacked’ a viscountess… Lady Sparkle survived then.” She let out a relieved sigh and slumped to the floor. “I didn’t mean to do it.”

“And yet you did.” Iillor countered.

“I hardly remember, even though it was just an hour ago. Like I was drunk, or dreaming…” Rose said, tone wavering between distraught and resigned. “I’m no stranger to fugues. My, um, friends and I have gotten into exotic ‘substances’ before, but those were nothing like this.”

“Use your adjectives.”

“Well… Helpless. Compelled?” Rose met Iillor’s gaze. “You talk like a mare that’s seen the world. What on earth can force a mare do to something that she doesn’t want to?”


“Their master.” Iillor said simply.

“The ponies of Ponyville say they know no master but their princess.” Rose said, lip pursing.

Iillor laughed solemnly. “Apparently not.”



Rose sat silently for a long while, staring at Iillor. Iillor was getting more and more giddy imagining the thoughts that must have been stewing in the villager’s head.

“So, it’s true then.” Rose finally whispered.

“Speak up.” Iillor said.

“What… What my friend said.” Rose retreated to the farther end of the cage again. “If it was really true... It’ll affect us all, faithful, heathen, child, adult… We all have a new master now. And our first encounter has left me... terribly frightened.”

“You’re being vague, mis. Who told you that?” Iillor asked.

Rose shook her head. “I have to talk with Lady Sparkle.”

“Oh, do you now?”

“I do. I don’t care the pretense: Tell her I confess, or would like to apologize, or whatever. It’s urgent.”


Iillor strode up to the bars. “Oh come on. If it’s that urgent, secrecy won’t matter. Who told you about the nightmares?” She searched Rose’s eyes for a tell. “Don’t be obstinate or you’re going to annoy me. Don’t stick your neck out to avoid a simple question: Which one of those miserable bucks from Dneighper Crypts survived to found your little cult.”

Rose gulped. She was hoping to get away being coy. “Like you said, mis, only the master can compel a pony to do what it doesn’t want to wants.”

“Don’t think I can help you? Don’t think I’m on your side?” Iillor closed her eyes and let herself relax.
She took a step forward. Without her focus on her physical appearance, her pony form dissolved into shadow as she passed through the bars. Once on the other side she opened her eyes again and reformed herself, to leer arrogantly over the startled Roseluck. “Seems like I’m on your side now.”

Rose took a cautious step forward and pressed her hoof against Iillor’s neck, then patted her mane. She blinked, clearly unsure if passing through the bars had just been an illusion of the dim candlelight.


There was a rush of foul air. Iillor batted Rose away, pressing at her from every side with her magic. In the struggling candlelight the black pony gloated to see Rose’s terror. “Name, now, or I’ll break my promise not to hurt you. Don’t push me to become your master.”


Ten minutes later and Iillor was cantering through Ponyville on her way to the Golden Oak. The streets were empty: since the clamor over the stabbing had died down, ponies had withdrawn to their homes, weary of more trouble.
But as she emerged into the little plaza in in front of that grand old tree she saw another pony emerge from another street across the way. Pinkie Pie, shovel still slung over her shoulder, still grimy with dirt, bounced her way to the Golden Oak’s front door, but stopped as she saw Iillor. The pink earth pony stared, then broke into a wide smile and waved Iillor closer.


“Heya! You’re Lady Sparkle’s friend!” Pinkie giggled. “I’m totally shocked we haven’t been introduced yet. I’m Pinkie Pie!”

“Iillor.” Iillor curtsied. “Nice to meet you Mis Pie. I’ve got to say, that bread this morning was amazing. It’s always good to see an earth sister owning a business out here.”

“You should meet my friend Applejack! She’s like, one of the biggest earth pony freeholders in Equestria!” Pinkie giggled. “Me, I’m just a baker.”

Iillor cracked a big smile. “And, so I’ve been piecing together, a friend of a Star.”

Pinkie shifted her shovel into her hooves, bearing it like a weapon. “Lots of ponies are nowadays. Not a fan?” She asked cheerfully.

“Not gunna mince words, but no. They really tick me off.” Iillor said, her big smile sharpening. “But I don’t want this to get between us, especially when Lady Sparkle needs our help. I don’t see why we can’t be friendly.”

Pinkie frowned appraisingly. Her right brow slowly arched, and she re-shouldered the shovel. “Alrighty.” She brightened up, smile popping. “Fight ya later then!”


“Heh heh, you’re quite the act sister. They build you Musician’s Guild girls well.” Iillor snickered. Besides from Sparkle, this odd pink pony was going to be the biggest problem for her, she predicted. She stepped past Pinkie and knocked on Golden Oak’s front door.



A few seconds later the lock clicked, the door cracked open, and Fluttershy peeked her head out. She saw Iillor and paled, then saw Pinkie and got even paler. “H- H- Hello.”

“Hey Fluttershy!” Pinkie jumped forward and pushed the door open further. She saw Twilight Sparkle sitting on the couch, nursing her bandaged right shoulder. Twilight and Spike swiveled to face their visitors. “Hey Lady Sparkle! Hey Sir Spike!”

“Heys all around. So much hey it’s like a barn.” Iillor stepped through too and shut the door behind her. Fluttershy retreated from the two brash earth ponies. “Looking good Twilight.”

“Mis Pie, Iillor.” Twilight nodded to the arrivals. She looked weary, glancing between them and Fluttershy. “Spike, you can go back to keeping watch on the fillies so they don’t hurt themselves accidentally. No need to watch them like a hawk, just read a book in the same room. And thank you, thank you for the help.” She nudged the book with the spell she’d healed her shoulder with. “You know you’re my number one knight.”

“Okay Twilight. I’ll be there if you need anything” Spike hurried upstairs, delicately closing the bedroom door behind him.

Twilight waited for the door to close to begin again. “To begin, forgive me if I seem haughty today. I had never been stabbed before, but I took it so I could know more about what I am and what I’m up against. I might ask you to step up, and not sympathize with your excuses.” She cleared her throat. “Otherwise, I see I’m not lacking for interesting company. Like the old poem, three unwashed heretic mares. Literally in your case, Pinkie Pie. Why did you come into my house unbathed? I’ve hosted cleaner hogs.”

“I was gunna clean up, but then I heard about you so I rushed over. Our chat had me real worried!” Pinkie said.

“And you.” Twilight shifted to Iillor. “What’s your excuse? I thought you were going to check on Mis Roseluck.”

“Are you calling me dirty? Like a rat dirty?

“I don’t know, am I calling you a dirt pony? Decide for yourself.” Twilight bit. “How’s Mis Roseluck.”

“The mare is fine. I didn’t touch her, if that’s what you’re on my case about.” Iillor assuaged. “She’s lucid, we talked, and she wants to talk to you too.”

“Good. I hope talking is all you did.”

“I’m guessing I’m going to hear a lot of it from you.” Iillor said snippily..

“There’s a lot to say. I’m sorry if I end up being rude to say it, but don’t think I’m setting out to be rude. I am hard after the truth.” Twilight leaned back in the couch. She she cleared her throat, took a calming breath, and when she resumed the anxiety and exhaustion in her voice was gone. “So then everypony, introduce yourselves.”

Pinkie quirked her brow.

“Oh get bent. You’re doing this now.” Iillor huffed.

“Yes, right now. If you don’t like it, you can leave.” Twilight nodded fiercely. “Secrets and duplicity is only going to undermine Princess Celestia’s dream.” The tapped on the table. “So right here, right now, we lay ourselves open to our fellow pony and let them accept us. All of you already know me, as much if not more than I know myself right now. I want to hear of you from yourselves.”

Fluttershy looked like she was about to cry. “Twilight…”

“I’m sorry Fluttershy, in this respect I can’t be tolerant. There can be no secrets between us.” Twilight said. “And if you’re worried about Rarity, I’m further sorry but we have no chance of saving her unless we do this.” She blinked. “That’s the last I’m going to apologize.”



“What a great friend you are.” Iillor snarked. She eyed the mares. “Me first? Why not, since I suspect you two commoners already have some idea.” She cleared her throat.
“Hello fellow meatbags, my name is Iillor, and I’m a Dark warlock. I used to live in Ponyville but got shown off a long time ago. The past couple months I’ve been raising hell in Canterlot on behalf of Lady Twilight Velvet, but don’t get me wrong, I’m just out here for fun.” She turned to Twilight. “And I’m going to hold you to your promise not to spread this, Sparkle.”

“Big talk, Mis Valor.” Twilight grunted. “Dark practices I forgive, if you use them with respect and good faith for your fellow pony. Being a jerk, I won’t. So watch your tone, and your definition of ‘fun’.”

Iillor rolled her eyes.

“Who next? Me? Can it be me?” Pinkie babbled. After a nod from Twilight she launched into it. “Hey everypony! I’m Pinkie Pie! I grew up on a rock plantation! I moved to Canterlot and got inducted into a super secret murder music cult, performed some great hits, made some great friends! I moved here after some of my friends got banished and have been baking ever since. I look after the town and my friends as best as I can! And…” She tapped her chin. “Yeah that’s it. I stayed in touch with the Star who ran the cult until Twilight broke by bird cage, but she might have been dead anyway.” She nodded to Iillor. “I dunno. I’m not a mare with big fancy ideals, so I’m just here to help Rarity, even if she doesn’t like me.”

Fluttershy wrinkled her nose. “Because you don’t like her.”

Pinkie shrugged. “Was I wrong to?”


Twilight assumed it was just back to the pettiness of being Applejack’s friend against Rarity friend. “It sounds like we need to talk more later, Pinkie Pie. Everything you’ve told me the last few days has been true, if been painfully distressing.” She sighed. “It takes a big mare to took past itching rivalries, and I respect you for it. But what led you to make that decision? To make yourself feel better? To save Rarity for her own sake, or the sake of her inherent rights and dignity as a pony? For me and my new dream? I’d like to know.”

Pinkie nodded. “Uh, that part about dignity I guess, even if some got that dignity dirty.”


“Rarity’s in big trouble and you still talk about her so meanly.” Fluttershy accused, softly but sharply. “You can be a real bully, Pinkie Pie. And since you confessed, we know you can be dangerous when you want to.”

“You seem like you have a lot to say, Fluttershy. I hope you weren’t holding back talking with me earlier.” Twilight leaned forward in her seat. “Because if you were, now’s the time to let out the truth.”

Fluttershy whined like a kicked dog. “You don’t know the whole picture. Pinkie has been harassing us for years. She’d do the same to you if she thought she could get away with it.”

“You’re one-hundred percent validating my point. If we lived with an open heart, a… willingness to be seen, criticized, but understood by fellow ponies, there wouldn’t have been a problem between you.” Twilight said. “So please, tell us what you need to.”


Fluttershy looked like she’d been hit. “This isn’t fair. Rarity and I…” She couched her muzzle under her hoof. “You don’t understand. Rarity and I have more to lose.”

Twilight glanced away for a bare second, as if considering backing down, but turned her head up stern. “Then I have to work harder to help you. If you can’t own yourself, I have to own you. I have to love you, nurture you, guide you, because you don’t love, nurture, or guide yourself. You’re in want, and I will provide, both because it’s my duty to a fellow pony, and because you’re my friend.”

“I don’t want your pity. I want…” Fluttershy trailed off. It was evident she didn’t really know what she wanted.

Twilight scoffed. “You’re not getting my pity, you’re apparently getting my maternal care, since that’s what you need. You need a nanny. I can do that. Sit over there, and let me nuzzle you and call you a good filly. Or don’t you want to be a child?! Just because you’re bashful don’t mean you get to shirk off your issues! Do you think your problems are special? Honestly? You are tortured by your feelings of helplessness, but don’t attempt to heal it. Indeed you’ve done nothing to help yourself, expect perhap to patch up my stab wound. Is that where the problem lays? Are you a masochist, Fluttershy? Hmph. you’d rather lend a helping hoof than confront yourself.”



Perplexed, disbelieving silence reigned.

“Filly, is this you without a filter? What is wrong with you?” Iillor finally said.

“What she said.” Pinkie nodded. “Like, I think you’re trying to be nice but you’re not coming across that way.”

“I’m not doing this to be nice, or it’s the right thing, though I do think it is both of those things…” Twilight cleared her throat.
“I can see by the look on your face, Fluttershy, that you’re not exactly pleased with me. ‘I saved your life’ you want to say ‘You mistreat me in return’. But you don’t say anything. You don’t say anything because you accept what I’m trying to do. Rarity… She failed you, didn’t she. Now your new crush the Nightmare of the Moon has gone off to do her own thing.
“We have to stick together, trust in ourselves and those who stand beside us, and take back our lives. We have to do this because Nightmare Moon was right when she told me the pony soul is ugly, unkind, selfish, and Dark by nature. To make Princess Celestia’s dream a reality, I have to fight that nature, and so do you. It won’t always be pretty, but it will be necessary, because the payoff is a world more beautiful than you can imagine: A world in harmony not because gods, Stars, alicorns, or elder siblings are forcing us to be, but because we mortals WANT to be.”
She looked each of the ponies in the eye in turn. “I get you. I completely, one-hundred percent get you. You hide your true selves because the world would ostracize you. I don’t think that’s fair. So long as you approach them with love in your heart, they should return the favor. So please, when I’m yelling at you, I’m yelling at them as well. If I can convince you to trust me, the successor to a princess of Light, then I can get ponykind to trust the followers of Dark. You just have to believe me, and take that leap.”



Nopony said a single word.




Twilight got up from the couch to pace to the kitchen, wincing whenever she put weight on her wounded leg. She returned with a tea set.
“You don’t think it concerns me when the ponies I have to trust revere the force that I’m fighting against? We should be enemies. The alicorn I worshiped was killed by the one you all worship. Yet I want to love and trust you.”

“It’s simplistic and stupid to accuse us of worshiping Nightmare Moon.” Iillor chided after Twilight. “It’s not the alicorn that deserves our worship, but the aspect they represent.”

“You know what I mean.” Twilight confirmed firmly. She set the tea set down and ushered everypony forward. Pinkie came forward happily, Fluttershy very reluctantly, and Iillor not at all. “Princess Celestia fought and died to keep the Dark out of her empire. She thought the Dark divides and destroys us in petty battles for supremacy, and considering her past I don’t blame her for thinking that. But I’ve seen a different side of the Dark, and I know that Princess Celestia’s dream of harmony can extend into its real as well.”

“You think you know Celestia’s dream better than she did.” Iillor said snidely.

“She left her last wishes with me. Now it’s up to me to interpret them” Twili scowled as she poured out the tea to everypony. “I’m the protector of her memory, her authority.”

“Well then, exert her authority on me. Force me to play nice.” Iillor patted her own cheek. “Oh, but would that contravene the harmonious dream? You’re pushing yourself into a paradox, Sparkle.”

Twilight scoffed. “Do any of you want to be my enemy?”

“I don’t want to be your enemy, Lady Twilight.” Fluttershy said, barely above a whisper. She took a sip of the tea and made a face, but dutifully took another sip. “I… You’re right, I want to help you succeed, because… I think you’re a good pony, even if you’ve made bad decisions.”

“Yep! That sums my thoughts too.” Pinkie agreed, downing her tea in a single gulp. “I glad you accept us, but I’m happy because you’re you.” Her smile turned sheepish. “Not every pony understands, until you change their mind like you say you will. That’ll take more parties than I could imagine.”

“From where I’m sitting, helping Ponyville ‘understand’ was what got this country in this trouble in the first place.” Iillor scoffed. She looked between from Twilight and Fluttershy. “You must have already heard about what’s really wrong with your friend Rarity. Must be why we’re so chilled on going to save her.”



A pregnant silence reigned for a minute. Twilight, her hooves wrapped around her tea, pondered how to answer.
“Rarity, so far as I’ve been told, has made some dire mistakes. The fuzzy edges of both Fluttershy’s recounting and my own memory tell me that she’s not the only one. Yes… I’m being a little sour and hard-headed right now. But…” She sipped her tea. “I have to be of one mind. I can’t selfishly let mine or other ponies flaws distract me from the dream Celestia has been trying to show me.”

Iillor groaned in annoyance. “You’ve talked a whole bunch about the dream, but not a lick how it would help save your friend. Why aren’t you rushing over like you were before?

“Because before I thought Rarity had been taken by Nightmare Moon, but I know not she’s taken by something more insidious: Her fear of herself.” Twilight said. “The dream will help her overcome fear, whereas all I could do is bite it out of her for a little while.”

“Yeah, but what’s the dream about? You know what I’m asking, Sparkle.”


Twilight crossed her hooves. REVENGE, the subtle pulsing at the back of her head chanted, a raspy chorus of slit throats. She blinked and imagined she saw that bizarre throne room in the burning wheat again. She barely suppressed a shudder.
Celestia… She wouldn’t really demand that. Twilight’s heart burned with the desire to run and find Nightmare Moon right there to demand what Celestia’s demise had been like. But she couldn’t. She had to chose what she believed. Twilight had to follow what she knew the dream was, not what Celestia may have wanted it to be in her last, weak moments.
“The dream of Equestria, Iillor. I wouldn’t expect you to understand, because it is one of compassion, harmony, and things of that connotation. The dream of the unified nation, the perfect society, the peaceful mind. It’s what mortals have asked the gods for since time immemorial, and like I’ve said, it’s time to make it for ourselves.”

“Make it for yourself, more like.”

“Ponies have sacrificed more for things a lot less worthy.” Twilight narrowed her gaze.

“Look at the big pants on you, ready to tell the whole empire what to do.” Iillor snickered.


“Not nearly. I’ve barely a grip even on myself.” Twilight finished with the tea and eased back onto the couch. “I woke up damaged, but it was in such a way that means I can fight nightmares like nothing else. That tells me something, just as loudly as the voices in the visions I’m getting.”

“It tells you you’re making a big mistake. When the Nightmare of the Moon gets back she’s going to whip your ass.” Iillor, after a moment of pause, finally joined the other ponies at the table. “You’re like a filly deciding to venture out on a adventure way too big for them.”

“Hmmph, don’t project on me, Iillor” Twilight said sharply. “I am going to find a purpose that will keep me sane. What do you have? All you’ve done is traipse around Canterlot and Ponyville, occupying yourself with trivialities to fool yourself into thinking you care about pony things and your pony life.”

Iillor drew in a startled breath. “W- What? What could you know about Canterlot?”



“Your thoughts aren’t private around me, especially if you don’t guard them at all.” Twilight said gravely. “I can’t control what I, ahem, ingest.”

Iillor immediately clenched her eyes shut and focussed will all her mind on her pony form. The nebulousness of her presence in the magical currents reformed to the size of her body. She wondered tensely how much of her memories Twilight had glimpsed. She wouldn’t be so careless again around the unicorn. “You should have told me immediately Sparkle.” She hissed.

Fluttershy and Pinkie Pie exchanged confused looks.

“Mis Iillor has been throwing her aura around like she’s trying to impress a class of novitiates.” Twilight explained to them. She pushed the last tea cup to Iillor. “I didn’t see much, I promise.”

“Then I’m still on your side. Consider yourself lucky.” Iillor burned with embarrassment that she had been so careless. She had been lackadaisical reassuming her pony form after visiting Rose.
She accepted the tea cup from Twilight and took a swallow. She cringed like she was having a seizure and spit out. “The hell is this?!”


“Wax tree tea. They say it has healing properties, but it’s the bitterest, vilest stuff I have. It hurts more than it helps, in my opinion.” Twilight said with a thin smile. “You say you’re with me. Are you really?”

“I’m not drinking this crap.” Iillor stuck her tongue out.

Twilight considered this, then stood up. “Drink it, Iillor.”

Iillor looked at the unicorn incredulously. “You’re pushy today.”

Twilight slid Pinkie’s seat and the table to the side. She limped forward, and put one forehoof by Iillor’s on the cup and the other on Iillor’s shoulder. “Do you know why good ponies followed Empress Celestia? Not because she had some legal authority over them, or because she protected them, or because she was their savior. No. None of that. Good ponies followed Celestia because she was kind and just, and a pony worth following. Do you know why bad ponies bowed to Celestia too?” She put a little force on her hoof, pushing the cup to Iillor’s lips. “Because slaves fear what their master can do to them.”


Iillor felt a tingle down her spine. Twilight had seen a lot more of her recent memories than she let on!
Iillor pushed herself to her hooves, knocking the cup of tea to the ground and forcing Twilight to take a limping step back. “That’s too far.” She said, trying to sound intimidating but feeling genuinely shaken. “I’m not a dog. You won’t break me to your will like you will these commoners.”

Twilight, frowning deeply, looked down at the tea now pooling on the floor. “Look what you’ve done. Now you’ll have to lap it up.”


Iillor stood stock still for a full minute. Finally, apparently done deciding her course, she took a big step back and sat down on the floor again. “Fine. You’re in charge, Lady Sparkle. But push me like that again and I’m going to-”



“Going to what? Your threats are empty, so I’d ask you to please stop talking and start listening. Listening for orders, specifically.” Twilight said gruffly. “I’m still holding you to your oath to help me save Rarity. At last we’ve reached a consensus: I’m in charge.”

“You are the noblelady.” Fluttershy agreed evasively. She wasn’t sure what to make of the odd dominance display between the two magical mares. “Please, let’s save Rarity. Applejack too. I forgave you Twilight, and I still do. You can make your peace with them now.”

“Yeah, let’s go save Rarity!” Pinkie Pie squealed and leapt to her hooves.



Twilight’s scowl softened to a smile as she averted her eyes. “Thank you two, that means a lot to me.”


“My lady, ditch the charismatic leader and bad bitch shticks. Stick to humble.” Iillor said, but it lacked her usual quippyness. “But if you wanna go save your friend, just do it. Don’t get stuck justifying it to us.”

Twilight shook her head, comfortable since she’d already won the earlier contest. “You’re right I don’t have to justify myself to anypony, least of all you. If you feel disappointed you can break your oath to me and go away. Yes, go back to Risky and tell him fairy tales and teach him Dark magic, if you’d like.”

Iillor scrunched her nose. “Sheesh. I sat through your seminar so I might as well follow along for a little while.”

“Thank you.” Twilight turned her head up and shouted to the second floor. “Spike, we’re going to go get Rarity! Stay here and guard the fillies! Don’t let anypony in.”

The bedroom door swung open. “Okay Twilight. Good luck.” Spike saluted. He nodded to the other mares. “Keep Twilight safe please!”

“Will do Sir Spike!” Pinkie giggled. Fluttershy smiled a little.



“So girls, Fluttershy told me Rarity is likely to have run to her parents house. That’s where we’re going to go first.” Twilight bade Pinkie and Fluttershy stand up too. “Unfortunately teleporting four ponies is going to be very hard on me, so I can only take us part of the way. We’ll take the rest on hoof.”

“Hold on to your stomachs.” Iillor laughed.
Fluttershy squeaked and riveted her eyes shut. Pinkie yipped as she remembered last moment that she left her shovel outside, but her request to Spike to bring it inside was interrupted by the pop of magic as the quartet of mares dissolved in the teleportation burst.


Rarity’s parents lived a half a league to the west of Ponyville, past most of the outlying farms, in the crux of two forested hills. A small garden plot divided by a stone path led up to the humble cottage made of stone and timber. It looked older than most of the houses of Ponyville. The style of its windows and gables reminded Twilight of the Golden Oak, which would date it to when Ponyville was still called Dneighper Crypts, at least a hundred years past.

Fluttershy knew the house the best so took the lead, but Iillor was right behind her looking around with mute interest. Pinkie and Twilight lagged behind them, the former helping the latter get along with her injury.

“I don’t think she’s here.” Fluttershy flew up to the second floor window and peeked inside. “Um… That means… She must have run to Applejack’s.”

Twilight sighed. “She could be anywhere, really.”

“I’m sorry that I wasn’t right with my first guess, Lady Twilight. There are a limited amount of places she would run with her affliction. Her parent’s, back to Applejack’s, or my house.” Fluttershy said. “Rarity was very upset that she was spreading the nightmare’s control. She wouldn’t go back anywhere with vulnerable ponies.”

Pinkie looked politely skeptical. “Do you think Rarity was telling the truth?”

“You didn’t think the most of Rarity, but she’s my friend, and she’s only ever tried to do the right thing. She just get’s, um, misguided and obsessed.” Fluttershy nibbled at her lip. “I admired her for her dedication. Even when it became obvious she was using me, I think she told herself it was to help us all in the end. She didn’t really mean us any harm.”

“Are you for real? I feel sorry for you. You’re as trusting as a lamb and you got shysted.” Iillor snarked, but her heart wasn’t in it. Something about the house and its surroundings had her preoccupied. “Your ‘friend’ is a real character. Even by the standards of this bunch she’s messed up.”

Nopony had any objections to that.


Pinkie Pie let Twilight support herself. “Do we want to hang around talking about Rarity or go save her? Comeon! Let’s go to Applejack’s!”

“Give me a minute to catch my breath.” Twilight leaned on the fence in lieu of Pinkie and fanned her face with a magic conjuration. “My shoulder is on fire. Healing spells can’t make all the inflammation go away.”

“Sure.” Iillor grunted. She stepped around to the side of the house. “So, Rarity’s family lived here. The house is nice. Solid." She rubbed her hoof on one of the most weathered foundation stones,

“Um, please stay away from the house.” Fluttershy said.



Pinkie flatly ignored the request and trotted up to peek inside alongside Fluttershy. “Do Rarity’s parents keep any memorabilia here?”

“What?” Fluttershy squeaked.

“You know, their nightmare stuff. I wanna see some. They’re nightmare worshipers too, right? I never knew for sure, but I assumed they were.” Pinkie clarified. “Like, her ancestors going back like ten generations ago were nightmare worshipers, so it made sense the tradition continued.”

“Ten generations ago? How do you know that?” Twilight squinted.

Pinkie’s smile went squiggly. “The devotionals they were buried with. What, you thought I got this dirty in a playground?”


POW! Fluttershy’s punch caught Pinkie Pie square in the jaw, sending the candy earth pony spinning into the garden plot. Fluttershy's eyes were wide with anger and surprise at herself. She cradled the hoof she’d struck out with. “P- Pinkie Pie, t- there are some lines you don’t cross!” Her voice trembled. “H- How could you do something like that?!”


Pinkie lay in the dirt, accepting her place for the time being. “I didn’t mean to.” She picked her head up a bit to speak. “I was just looking for evidence. I pinkie promise I put the skeletons exactly back where they belong. More than I can say for you and Rarity!”

Fluttershy gasped and clamped her wings to her side. She retreated away from Pinkie.

“Ee hee, I’ve gotchya there.” Pinkie sat up. A red hoof-shaped welt was already starting to inflame on her cheek. “The start of all this wasn’t Twilight, nope! It was you and Rarity digging her up!” Pinkie pointed at Iillor accusingly.

“Eh?” Iilor perked a brow.


Twilight sighed and sat down. “This didn’t last long.”


“Rarity was a paranoid pants, but not cautious enough to stop me figuring it out. When old Pinkie catches the scent, she always gets the prey.” Pinkie Pie pressed, eyes narrowed. “I don’t care about your nightmare fellowship, or the rituals, or that I was never invited you guys’ parties. Nope don’t care at all (but maybe I care a little). Summoning demons is totally not cool though! What was Rarity thinking?! What were you thinking helping her?! They say demons hold the wildest parties ever but it’s not worth it when ponies get hurt in the process. Risking friends and family… Risking our village… So Rarity could tell the whole town how right she was, and how awesome her god is, and to bask in the adoration…”
Pinkie sighed. “I didn’t stop you two when I should have. I messed up. I was distracted with Canterlot, and failed Ponyville. I just hope its not too late.”


Iillor didn’t know which of the mares to look at. She was still processing what Pinkie had said about digging and summoning.
She looked back to Rarity’s parent’s house. Two centuries ago a different house had stood on the spot. Her gaze shifted up, past the house, to scan the forest hills.
“Sorry, I have to go check on something.” She dissolved into mist and darted into the treeline.



“Iillor!” Twilight shouted after her. She ground her teeth and turned to the other two. “What are you two doing?! Is airing this dirty laundry actually going to solve anything?! I don’t care who did what, but now this arguing has cost us precious time!” She took a deep breath. “Okay, I really didn’t want to split up but since you two can’t get along we have to. Pinkie Pie, I’m going to teleport you towards Applejack’s farmstead. Fluttershy, I’m sending you towards your house. If Rarity isn’t where you’re looking go immediately to the other location.”

Neither mare looked very happy with the order but accepted it silently.

“If you find Rarity, make sure she’s safe but keep a healthy distance. If she’s under attack help her then secure her, the attackers, then yourself, in that order. Don’t worry about getting infected, I can cure you.” Twilight swallowed. She was just starting to itch again in a way that indicated the onset of another dizzy spell. “But if anypony gets hurt bad, that’s going to be harder to heal.”

“You’re going to fetch your new friend?” Pinkie posed, her high pitched voice squeaking testilly. “Why do you want her? You know what she is. She’s not your friend.”

Twilight tried to come up with a convincing reason, but earnestly couldn’t. “You let me worry about her. She has connections to my mother in Canterlot.”

Pinkie wasn’t buying it, but didn’t pursue further. “If you say so Lady Twilight.”



Twilight concentrated her magic to her horn and teleported the two mares as close to their respective destinations as she could. When she released the magic she found herself significantly out of breath. She’d been teleporting around all day with nothing but the brunch at the bakery to fill her up. Her dream meals contributed to her mental stability, but not a full stomach.
After a minute breather she hobbled into the woods after Iillor. The pain in her shoulder reminded her she should have been taking it easy. Things were coming at her so fast and it was all so frustrating! Ponies were hard creatures to deal with.

“Iillor!” She shouted into the trees around her. “Iillor you selfish shirker! Where did you go?”

“Up here m’lady.” Iillor’s voice echoed back to her from higher up the slope.

Cringing past the pain, Twilight made her way to the top of the hill.
It was a small meadow in the middle of the glade, covered in groundcover wildflowers, with a few weathered stone tombstones jutting out of the earth like rotten tree stumps. The forgotten graveyard showed signs of some upkeep: Many tombstones had been scraped clean, and withered flows lay with others. The most obvious thing was the recently disturbed plots on the farther end of the meadow.
That’s where Iillor was standing, looking over the packed earth, her face an unreadable mask.



Twilight made her way over to them: Iillor and the grave. Her anger and urgency was forgotten in the secret hallowed place. There was an air of darkness, restfulness, and hope about it. It was something about how the light danced through the leaves of the trees…


“Does your family have a plot like this?” Iillor asked without turning.

“No. The Bright half of my family is interred into the great crypts of Foal. I don’t know about the Twilights. They go in the Canterlot catacombs with the other nobles I guess.”

“Or eaten or thrown out with the trash, from what I’ve seen of that clan.” Iillor joked mirthlessly. She still hadn’t torn her gaze away from the grave. “My mother was burned in a pile of corpses, among heaps of my half-siblings. Changelings aren’t very sentimental with dead bodies. I don’t know what happened to my father. It sounds concieted, but I was the only thing he lived for. Heh, when I died he probably stopped eating or drinking, until one day he walked into the Everfree and was never heard from again. Yeah… That sounds about right.”

Twilight felt an indescribable mumble of magic from under the packed earth of the grave, like an echo of something said a very long time ago. “Who is this?”

“This one is Solemn.” Iillor patted the mound. “That one next to it was for me. Over on the other side those oldest graves, that’s my arch-rival Peculiarity, Solemn’s daughter. Then beside her…” Iillor licked her lips soberly. “My daughter by Solemn, Oddity.”



Twilight took in all the other graves. Solemn, Peculiarity, names out of Ponyville’s past. “The rest of these?”

“Oddity’s descendants, generation by generation. Every iteration was a little less quirky, and more normal, but at least a little of my blood remains in this house. Otherwise your friend Rarity would not be half the trouble she is. A strain of Dark from across the ocean of space spices her veins.” Iillor finally moved, strolling through the disordered rows of headstones. “I mean, Oddity wasn’t actually my daughter. She was something Solemn and I conjured out of the depths of the dreamscape, an experiment. At the time I was ready to get rid of her and move on to the next experiment, but mine and Solemn’s deaths came all too swiftly. Peculiarity, that twisted jerkoff, found it funny to keep a memento of us.” Iillor hiccuped a laugh, then began to sniffle. “Gods, I hated this place so much. It’s so far out of town, and every day I had to gallop to make it to lessons on time. It didn’t help my father and I were outsiders to Dneighper Crypts. The old blood of the town didn’t like us. Gods bless Solemn though. She beat the crap out of anypony that gave us too hard a time.”

Twilight didn’t know what to say. Nothing, she decided.

“I could say something moving like ‘I know she smiling at me from hell’, but I know that’s not true. This world has nothing after it. Heck, it’s got very little during it! When we’ve gone away, our dreams might linger for a little while in the dreamscape, and our names might last for a while on a tombstone, but there’s no paradise for our souls.” Iillor pointed up in the direction of the afternoon sun. “That’s our fate, Twilight, our Destiny. For mortals, that’s our elysium: To be consumed by our gentle goddess and exist no longer. Unpleasant to think about, really.” Iillor’s lip twitched. “Fuck the sun.”



“What a life that I get to hear somepony say that and completely mean it.” Twilight mumbled. There had to be a word for the sensation that came along with secrets being revealed rapid-fire immediately after she decided to stop looking for them. “Why are you here?”

“Ponyville, or the Bright World?”

“Is your answer different?”

Iillor gave a little shrug. “No. Fun. What else is there to do? I’m a blip. I have no investment in this world. My time on it was over two-hundred years ago.”

“Yes here you are. You may not have a biological imperative, or a reason to make the world better, but you can do it anyways.”

Iillor summoned her magic, letting shadow gather all around them . The soft sunlight in the meadow burned into the darkness like a fire in the mist. “Look at me Sparkle. This fancy dream you want to realize, where do I fit in?”

Twilight shook her head. “I don’t know. Sometimes, ponies aren’t meant to understand where they belong. The Celestianists say that our destiny is decided by the sun, and Celestia was the deliverer of that destiny. When we didn’t understand our place in the world or the meaning of our gods-granted mark, we would go to her.” Looking at Iillor’s mark, the cloudy eye, she could see interpret many meanings for it. “For you, I’d say, do what you feel is right. Good intentions are what we need more than some rigid interpretation of doctrine.”

Iillor took a last look around the graveyard. “Listen Sparkle, just give me something to do. I just wanna…” She shook her head, searching for words to express her thoughts. “Make a big difference, have a long shadow, throw my weight around. It’s my gut instinct, get me? I wanna put my hooves around the world and shake it.”


Twilight nodded solemnly. “I understand the sentiment. I understand it completely. You want to be where you can have the most impact on history.” She arched a brow. “Where do you think that is? Go back in your grave, you’d have at least partial credit for causing this disaster that destroyed Equestria, through your descendants. Mortals surrender the future to their sons and daughters, Iillor. It’s just the way of things. Are you going to try to steal Rarity’s thunder?”

Iillor laughed in confusion. “Sparkle, are you telling me to take responsibility for my bastard from two-hundred years ago?”

Twilight stared at her intently. “It will give you something to do.”



“Ho. Ho ho!” Iillor waggled her head back and forth, considering it. “I can read in to your words, little lady. You want me to care about somepony, to have an investment in the future. I’m a heartbreaker, Sparky, not a mother. Maternal isn’t in my vocabulary.”

“That’s something we have in common, but do you see me treating Spike coldly? He’s my brother, my closest friend, and my ward. I’m totally responsible for her future until he’s grown enough to take responsibility for himself. Why? Because he’s young and he would make mistakes.” Twilight said. “So is Rarity. Sure, she’s older than me, but she’s entrapped by childish ideas. She needs somepony to help her. To some extent, that’s the idea behind Princess Celestia’s dream: Accepting ponies for their faults, so that they can accept themselves and seek to work past fear. But Rarity… She needs somepony who sympathizes and wants to see her improve, because they were in the same situation.”


Iillor clucked her tongue. She wandered between the graves, contemplating on their names. Twilight let the black earth pony take her time.


“No.” Iillor finally said. “Even if I cared about Rarity (and I don't), I would stay away. I’m not a good pony, and I wouldn’t teach her good things.”

“You teach Risky.” Twilight pointed out.

“And Duke Lightdowser doesn’t want him taught good things.” Iillor emphasized. “Enough talk! Let’s get moving and save those mares.”


“Fine.” Twilight agreed. “I sent the girls to check out the two possible locations. We’re going to Applejack’s farm since its closer.”

“How are you handling all this teleportation?” Iillor asked.

“I’m fine.”

“No, I mean literally how are you doing it? Just today you’ve expended enough magical energy to slag a small mountain.” Iillor hummed. “I’m worried you’re going to slip and send us ten feet underground.”

“I’m starting to see what you mean. You’re morbid.” Twilight licked her lips and drew up her magic.



The teleportation landed them in the middle of a wide open soy field. Twilight wobbled on her legs and had to lean on Iillor for support. They were still less than halfway to the edge of The nearest apple orchard and Twilight was exhausted.


“Ghh this is, tshh, unpleasant.” Twilight sunk to the ground and soothed her wounded shoulder with a bit of magic, trying to make it stop stinging. “Do you know any teleportation spells?”

“Told you so. I might side with Nightmare Moon if she promises me I won’t have to run around like this.”


Twilight was finally running dry. She tried again and no matter her effort the magical power was barely enough to make her horn glow a bit. “Iillor, are feeling generous right now?”

Iillor could not have stared harder. “Do you want to die? Don’t even consider it. Some things even girls don’t share, Sparkle.”

Twilight groaned in pain. “Get me some food. Just a nibble. Please.”

Iillor scanned their surroundings. She saw a small farmhouse at the edge of the soy field. “Be right back.” She broke into a sprint in that direction.



“Here I am, laying in a field again, thinking about life.” Twilight moaned into the dirt. She would recover, remember, practice, until she could do everything that ponykind needed, like Princess Celestia had. REVENGE.


Four minutes later a rustle in the grass signaled Iillor’s return. She unshouldered an unconscious farmer pony and dropped her in the dirt by Twilight. “Drink up.”

“Iillor! I meant literal food! Food to eat!” Twilight cried out.

Iillor made a face. “You should’ve been more specific.” She ran off again.



Twilight recognized the passed out pony next to her, one of the mares who had a stall in the market. Did she sell flour and grain? Twilight couldn’t remember.
After a few minutes Twilight was feeling well enough to sit up, and a minute after that Iillor returned with a sack full of carrots.

“The mare would help you too, you know.” Iillor said as she watched Twilight eat. “She’s not gunna notice if you have a little taste.”

“Only consenting ponies or extenuating circumstances.” Twilight insisted. “Things aren’t so dire right now I’d hurt another pony just to help myself.”

“I’m eager to see what that line is.” Iillor smiled cruelly.


Twilight ignored her and filled up on the carrots. She left the bag with the farmer mare and got up. “In Canterlot I averaged teleporting five times a day. Usually little hops. WIth everything going on I think that average may go up.”

“The mare who wants to be everywhere will have to move a lot.” Iillor agreed.


The Apple Family’s farmstead looked entirely normal, from the outside. The bird and bugs made their sounds and lived their lives, but without the upbeat humming that often accompanied them among the apple trees.

Twilight found Fluttershy pacing back and forth at the treeline, nearly in a panic. “Fluttershy, what’s going on?”

“There was nothing unusual at my house. Cherry Berry is still asleep there, but nopony else was around.” Fluttershy reported hurriedly. “When I flew over here, I heard shouting and screaming coming out of the farmhouse, th- th- then nothing!” She pasued to take a deep breath. “And I keep thinking I’m hearing a voice in the treetops! I- I don’t think we’re alone.”


“Let’s worry about the farmhouse first. Fluttershy, wait for us on the road to Ponyville. There's nothing you can do here.” Twilight and Iillor cautiously moved out of the orchard, approaching the house. Most of the upstairs windows were closed save the master bedroom, and the only thing moving was the windchime. “Sense anything?”

“Yes and no.” Iillor murmured. “Twilight, tell me about Rarity.”

“She a unicorn. Tall, very clean, cares about her appearance.” Twilight said. As she drew up to the porch her voice fell to a whisper. “She cares too much, actually. She has a fake accent she put on, a mid-coastal articulation, trying to sound like a high-society mare. I think she’s used it so long that’s just how she talks now. She’s not rude about it, but she wants to be proper like a noblemare.”

“Sounds like a git.” Iillor scoffed. She lingered by one of the big windows, listening and looking for any signs of life.

“She’s like you in that she wants to be important. Hence her fellowship of nightmare worshipers. Leading those ponies makes her happy.” Twilight slowly opened the screen door and the front door. The front of the house was completely normal, save that the cellar door was open with pieces of upturned furniture around it. “She wanted to have something to be able to point to and say ‘this is mine’. She’s a craftsmare, a tailor. Sometimes the urge to shape the world around you isn’t limited to your carrier medium.”

“You talk a lot to explain a little.” Iillor followed Twilight into the house. “She’s power hungry.”

“She’s starved of purpose.” Twilight corrected. “I hope you talk to her. You'll understand.”


Rarity found herself on a grassy riverbank, shivering from the cold water she had just pulled herself out of. The grey mist all around her made it impossible to see farther than a dozen meters away, but she could just barely see the trunks of mighty trees ahead of her.

“This place is just dreadful.” Rarity squeezed as much water out of her mane as possible before she tried to reshape it into its customary curls. Hadn’t she just been in her castle? Her frilly noble finery was gone, and her muscles felt like she’d just finished a marathon. “What happened?” She tried to remember.


A red glow spread through the mist from the direction of the trees. Rarity saw the same shadowy pony-like figure from the castle emerge from the forest, head tilted up in disapproval. “I hope you’re happy.”


“Excuse me, I think you owe me an explanation.” Rarity cooed. It was a very strange looking but it still registered as a pony to her.

“There's nothing to explain.” The figure shook its head.

Rarity pulled herself further away from the river, finally drawing herself. She lamented silently how filthy her fut had gotten with dirt and grass. “Well no matter mis. If I may be so bold, do you know the way back to my realm?”

The dark figure pointed its hoof up, then around, then shrugged. “Beyond his is the Forest, Rarity. Death’s door. You don’t want to go in there again.”

“The Forest? That sounds familiar.”

“Hence the ‘again’.” The figure said sarcastically. “Yes, I see you have forgotten. I don’t have to spell it out, do I?”


“No, I’m starting to remember.” Rarity’s brow knitted. The remembered running with all her strength to get away from hateful pursuers. She remembered throwing herself into a house, then into a dark deep place and locking herself in, as much to protect herself from the pursuers as protect others from her. She remembered giggling.
Details were still fleeting. “The nightmare curse… Did it kill me?”


“No, fool, you’re a lich. You can’t die normally, but that didn’t stop you from trying. You stopped your own heart with magic. Brovo. It takes immense mental fortitude to do something like that.” The dark figure stomped her hooves in laudation. “So now you're passed out on the floor. Far from stop me, you made it easier for me. Good job.”

“I killed myself?” Rarity grasped at her unclear memories. Where was that castle? Was it somewhere in Equestria? “I don’t understand.”

“You couldn’t take the stress. Story of your life, right? First you retreated into your own head, your dream, and played there for a while. Then you realized how empty and unrealized it was and decided to toss yourself down here.” The dark figure said. “That’s why you need me, Rarity. I can be your strength. That dream was unsatisfying, but together we can create a dream so strong that all the doubters and naysayers will fall to their hooves before us, and you. You’re weak without me. Ever since Twilight Sparkle showed you that you’re a helpless, weak mess, you’ve known in the back of your head that I could help you. You’ve just never been forthright about it with yourself.”

“I have never been forthright with anypony my entire life.” Rarity said, teeth clenched. “I tried, at the end of the old Twilight. She was creating a new idea of herself, of ‘Ancepanox’, and I hoped I could change alongside her. I couldn’t. She willed herself to change, to become something new. I’m the same Rarity from the day I was born, and I’m not flattered by it.”

“Ponies will worship you flaws and all if they are awed by your dream.” The nightmare cooed. “You tried to kill yourself over your flaws, when you should be celebrating them! Show ponies that even with cracks you are an infinitely beautiful diamond far above them.”

Rarity puffed her cheeks out. No. No. NO. She would not be tempted anymore. No. There would not be a fourth time. NO. She was a better pony than to need a filthy parasite to become what she wanted for herself! “Darling, I tried to kill myself to get away from your uncouth hide.”



“We are the last real nightmare in the world, Rarity! It would be genocide.” The nightmare glowered. “That’s why we must live. Do you want the extinction of the nightmare race on your hooves?”

Rarity stared at the dark entity. It had followed her into this altered realm of unreality, and it had a mind to stop her from destroying it. Unacceptable. “I don’t give a damn about you or the extinction of nightmares. Lady Moon has taught me you are nothing but parasites, not even real sentient beings. You are a smudged reflection of me, nothing more. Years from now when the only place I see a nightmare is out of the pages of a book, I’ll smile and be happy that I participated in wiping you out.”


“Said the ant to the lion. Rarity, you’ve chosen the path of the slave.” The nightmare said, disdain dripping from her words. “I may not be able to control your body anymore thanks to Nightmare Moon’s devilry, but I have more than enough enthralled ponies to get you to move how I need you to. Heh. Heh heh.” The nightmare shook jovially, its red eyes glowing.

Other shapes stepped out of the forest. They were hazy, more indistinct then the nightmare. Four of the figures, were screaming and moaning, heads bowed. The fifth moved with its head unbowed.

The nightmare laughed, its shadowy protrusions pressing the four lamenters into the grass. “Bow, Rarity. You're neigh but another slave to me, and I am your master.”


WHUMP! The floorboards above Twilight’s head shook from some kind of impact.

“We’re not alone.” Iillor hissed, crouching down. “Watch the windows and door. This might be an ambush.”

“Get close to me so I can throw up a shield spell if needed.” Twilight said urgently.

Iillor stalked to the base of the stairs. “Buck that. I’m not as squishy as you are. I can take whatever these ponies can dish out.”


Twilight felt the fur on the back of her neck stand up. She turned to see two ponies, Amethyst Star and Applejack staring through the kitchen window at her. Their eyes were wide open, unblinking, intense, but bleak shadows danced across their irises. They smiled.

“Iillor!” Twilight squeaked. “Iillor they’re at the window!”

“Hush.” Iillor demanded, teeth bared in intense concentration. “I sense… Three mares on the second floor. One is your pal Pinkie Pie I think.”

That left Carmel unaccounted for. Twilight didn’t dare take her eyes off Amethyst and Applejack, but slowly backed in the direction of Iillor. “We can’t take them all at once. We have to divide and conquer.”

“Get to Rarity and it’s over.” Iillor said. “We end it one way or another.”

“Hurt Rarity and I’ll eat your soul.” Twilight growled. Amethyst and Applejack ducked away from the window, breaking Twilight’s line of sight. Twilight tried to feel for their auras but got nothing. “They’re gone! Quick! Help me move this furniture to block the base of the stairs! We can but ourselves a minute while we secure Rarity!”

Iillor looked back over her shoulder. “Too late for that!”


A blur of blue streaked down the stairs, knocking Iillor and Twilight on their backs.

“Get back here you little-” Iillor scrambled to her hooves and jumped in the direction of their assailant but the blue entity was out the door before she could blink. “Ghh, get up Sparkle!”

Twilight teleported herself upright. “That’s the pegasus Fluttershy told me about. She’s fast.” Reaching out with her telekinesis, Twilight dragged the furniture by the cellar stair and piled them up, forming a barricade and leaving only the upward path for her and Iillor. “I’m having an impossible time sensing, even when I can see them. That shouldn’t be possible. Living beings can’t keep their aura from having an impact on the flow of magic.”

“So either they’ve found a way to hide their auras, or they’re dead.” Iillor backed up the stair. She looked around the upper floor hallway, and seeing nothing waved Twilight up. “Come on. Your earth pony friend could bust down that junk in a second.”

Twilight heard shouted through the walls. Below them also, she heard high pitched griping. The two voices melded in a muddy harmony, as if spoken by one voice. ‘Fear my imperfection, Twilight Sparkle’



“They may have gone after Fluttershy, or are just boxing us in.” Twilight muttered. “But Pinkie Pie should have been more careful than this. How did she let the nightmare catch her?”

“Don’t jump to conclusions yet.” Iillor’s ears twitched at something inaudible. “They’re in this direction.”


THUNK. Something smacked against the barricade of furniture.
“Y’all kept us waitin, Twilight.” Applejack’s voice carried to them. “It’s been near two hours since ya got Rose. Hope you ain’t been slowed down none, heh heh. I’d hate to win too easy.” There was silence again.

"They want us to know they have the upper hoof." Twilight whispered.

“I bet you wish you nibbled off that farmer now. Even I’m getting a little spooked.” Iillor lay her ear to the master bedroom door. But seeing Twilight’s strange expression, she straightened up. “... You did.”

Twilight’s horn sparked to life and her telekinetic aura wrapped around the door handle. She glanced away, brow bent. “My morals aren’t worth letting the nightmare win. …” She looked away. “I need every advantage I can get.”

Iillor smiled wickedly. “Good girl.”



Twilight tore the door off its hinges and propelled it forward, catching the pony on the other side. Rainbow Dash cried out in pain as she was pinned against the far wall. Iillor charged in but was bucked in the face by the second pony, Carmel, who’s earth pony strength sent her back out into the hall and crashing into the storage closet opposite.

“You’re in the serpent's nest now, Twilight Sparkle.” Carmel’s laugh reached out into the hall. The beige earth pony peeked around the doorframe and winked at her. “What’s your plan? Do you really think you can fight me?”

“Obviously or I wouldn’t have come.” Twilight said resolutely. It was tricky to move objects telekinetically without line-of-sight, but she slackened the force on the door pinning Rainbow Dash, and the next second used the door to smack Carmel against the floor like a fly swatter. The earth pony stallion was pinned but not too hurt.

“Nice one.” Iillor crawled out of the storage closet. She was having trouble keeping her pony form solid. “But be careful not to get tagged. The nightmare is channeling dark magic through them. That buck woulda exploded most of your upper body.”

“More impossibilities. Transmitting that much magic would kill them.” Twilight scowled deeply, letting Iillor take the lead into the bedroom, stepping carefully past the pinned Carmel.
The open window indicated Rainbow Dash’s point of ingress then escape. “Rarity’s not here and neither is Pinkie. We’re being toyed with.”

“Their auras were here. It was faint but they were here.” Iillor twisted her mouth into a frown. “No, nightmares can’t do this normally, but then again this thralldom thing is new too.”

Twilight clucked her tongue. “Dream magic. It’s got to be dream magic. How thought... Maybe... Maybe the nightmare is submerging their auras into a dream and popping them out at will. Fantastically clever.”

As she said this a kaleidoscope of sensation fluttered through her magical senses, coming from Carmel. “Clever mare.” The stallion gargled. “Nightmare Moon almost succeeded rooting me out of Rarity, but what she left has propagated in a way she couldn’t foresee. Now I have many dreams to play with just like she does! I’m no lesser than she is!”

“But when we pull you from Rarity you’ll still die just like you’re supposed to.” Iillor scoffed.

Carmel howled in indignation. “Traitorous thing! You betray your Dark kin to the ponies!”

“Yeah, I guess I do. Try not to be as big a failure next time.” Iillor stood on the door, keeping it pressed down so Twilight could release her telekinetic grip. “Pansy-ass nightmares, always thinking they’re the next big thing.”

“Shut it and listen for the next attack.” Twilight knelt by Carmel and took a deep breath. She opened herself fully to the magical currents and inspected the earth pony.
The nightmare had indeed adapted. Unlike the fillies and Roseluck, there was no aura of the nightmare, nor even of Carmel. He made no impact in the flow of magic.
“This is amazing. His soul, dream, and all of his aura has been submerged into the dreamscape. It’s like he doesn’t exist.”

“So basically you can’t hunt the nightmare out of him.” Iillor sighed. She stomped on the door, smacking Carmel’s head and knocking him out. “Then finding Rarity isn’t just a polite suggestion.”

“Knocking him out isn’t even going to do anything. The nightmare will respark brain activity from out of the dream as soon as we leave.” Twilight shook her head. “This is stuff barely even theorized by academics. I’m in awe, I really am.”

“Good grief filly, you were all tough girl five minutes ago and now-” Iillor looked around the room and identified a tall wardrobe suitable for their needs. She dragged Carmel to the wardrobe, shoved him in, then pushed into its front. She piled some other furniture atop it for good measure.
But when she was done with that Twilight was still lost in thought. “Hey! Sparkle! Game plan! What do we do?”

“Hmm, well, Rarity’s not here, or we would have felt her. I’m eighty percent confident the nightmare isn’t able to submerge her like the thralls.” Twilight postulated. Accompanying her words was another crash from the downstairs, as Applejack renewed her assault on the stairs barricade. “One, she’s sheltering where the thralls can’t get her. Two, she’s in the hooves of the thralls and they have her stored somewhere. Either way we go looking for her.”

“I didn’t sign up for a bloody mouse hunt.” Iillor groaned.

“I have some ideas.” Twilight hummed. “The nightmare must have a hold of Pinkie because it spoofed her aura. Pinkie came into contact with Rarity therefore. I sent Pinkie here, and what we know about the speed of this nightmare thralldom means that both Pinkie and Rarity have to be somewhere close by.”


Iillor’s eyes lit up with realization. “Buck where she is, think where she’s going! If the nightmare had Rarity, they would be moving her back to Ponyville to enthrall more ponies!”

Twilight squealed in dread. “Pinkie got too close to Rarity and got infected, then was right there as a thrall to nab her!” She hugged Iillor and cast a hasty teleport in the direction of Ponyville.
As the bloom of purple magic expanded to take them both, a blue blur zipped through the window and tackled Iillor from behind.



A kilometer away in the middle of the apple orchards the three ponies reappeared, their momentum askew from the teleport. Twilight spun upward and landed in the branches of one of the trees. Iillor and Rainbow Dash rammed into a tree trunk, the wood splintering under dual physical and magical abuse.

“Urg... “ Twilight was dizzy, and almost returned the stolen carrots before she could swallow down the bile. She heard more sets of hooves crunching through the leaf litter, and the yells of Applejack and Amethyst Star. “This isn’t good.” She moaned.


“Get out of here Sparkle, and don’t let them touch you!” Iillor shouted to her. The dark pony was streaming shadow from all over her body and her back half was totally indistinct. The Dark magic attacks were disrupting her ability to hold her shape. “I’ll keep them off your back!”

“Come on, dark one.” Amethyst Star, a little short of breath, approached with Applejack. The unicorn had a cocksure grin that wouldn’t have been suspect on the mare normally, but her manic, wide-open eyes betrayed her true state. “It’s three against one, and we know the ponies have you on a leash. You won’t hurt us.”

“Not fatally.” Iillor growled. She took a step back, then rushed at Rainbow Dash, driving the pegasus into the dirt with a soaring headbut. “What are you still doing here?! GO! Get to Ponyville!”


Twilight gulped, closed her eyes, and charged for another teleportation spell.

“Go on Twilight, but you ain’t gunna change anything.” Applejack’s voice carried up to her. “Ya lost as soon as y’all accepted this dance on my terms, but hell if you ain’t gunna dance your heart out. Ain't it darling. Good luck.”

“Arrogant monster.” Twilight grit her teeth.
A surge of memories flowed into her mind’s eye.
She remembered cold rain falling through the skyward fingers of the dead throne room, the grey stone around her in the sea of green. She remembered a slick sensation on her horn, like she’d swirled it in oil. She saw a jumbled body, black, insectoid, alien and terrible, with an agonized expression on its pony-esk face. The hole in its neck dribbled the same color as the liquid on Twilight horn.

The Eternal Night had begun with murder, Twilight remembered with cold glee. She opened her eyes, unafraid, and locked eyes with the thralls.
“You won’t be the first to die for underestimating me.” She snickered, before her teleportation spell ported her off.


“How droll.” Amethyst Star laughed, before she and Applejack closed in on where Iillor and Rainbow Dash were wrestling.


Fluttershy noticed she was, interestingly, right at the spot on the road to Ponyville where Amethyst Star and Carmel had confronted her and Rarity. Except she was the one blocking the path now, the outlying cottages a hundred meters behind her, with Pinkie Pie carrying Rarity looking to get past.

“You’re a pony who always found comfort and value in a community. You love having ponies to care about and who love you back.” Pinkie Pie said in a very un-pinkie-like manor. “You’re turning your back on unity, on community. You misunderstand me, Fluttershy. I care for you like nothing else possibly could.”

Fluttershy’s heart was pounding. Her instincts screamed at her to run away and hide, like she had before at that spot. “N- n- No.” She whispered. “You’re a lie.”

“You’re passing judgement on something you don’t understand.” Pinkie said threateningly. “You were the mare who opens her heart and her mind, yet here you are.”


Fluttershy’s mind flashed back to the eve of the Eternal Night. Memories of Twilight leering over her, an infinite tower, her helplessness in the face of power beyond her comprehension.
Was it possible to fight something you have no understand of? Fluttershy knew it was. She’d been a guardian of countless stubborn animals. Stubbornness was the bulwark against fear in the face of the overwhelming.
“I understand you, a- and I don’t want you. N- Nopony wants you.” She gathered her courage and spread her wings, the traditional pegasus challenge. “Go away. Go away! Nopony wants you!”

Pinkie observed this display, unshouldered Rarity, and sighed. “Everypony’s favorite little noblemare will be here soon. You have to get out of the way. Now.”

Fluttershy’s knees wobbled. “N- No!” She felt faint. “No!” She closed her eyes and kept shouting. “No! No! No! No! N-”

Pinkie Pie bounded the distance between them in a single hop, striking up with her hoof in exactly the spot to drive all the wind from Fluttershy’s lungs. Fluttershy tried to cry but hadn’t the air for it, and was barely able to wheeze in to keep from passing out. She fell limp, struggling to get air.

“Just a little farther to the left and your trachea would be broken right now.” Pinkie Pie said matter-of-factly. “This mare has surgeon’s hooves. Acting through her is like slicing through cake. Effortless and delicious.”

Fluttershy felt like she was going to die. Her lungs burned and her abdominal muscles were spasming. But her answer was still NO. She flailed with her hooves until they touched one of Pinkie Pie’s, then pushed herself forward to cling to it, like a needy foal wanting attention.

Pinkie snorted, crouching down and patting Fluttershy’s mane. “You ponies can’t keep me from hurting you. I could spare you. Today, tomorrow, next week, I would come for you, and there’s nothing you could do against me. Asinine mortals. The Dark has found its stride again.” Pinkie threw back her head and laughed to the clear afternoon skies. “Ha ha! My new techniques worked perfectly again that goon darkling Illustrious Valor! Once all of Ponyville is under my yoke, sheer weight of number could bring down Ancepanox! Then we shall see who condescends to who! Ha ha!” She wound down from the laughter, a goofy smile filling her features. “I criticized Ancepanox for her evolution, but now I see the utility of it. One ruler of many dream! Is this something I’m going to have to indulge?



From behind her the clear response came.
“No," Twilight Sparkle came from the West, squinting against the falling sun, a scowl cutting her words into a crackling growl. “You will have to indulge ME.”

“Sparkle.” Pinkie Pie shook off Fluttershy and turned to the unicorn. “You’ve done the wrong thing at every turn. Ancepanox mutilated your mind and turned you into what you are, not me.”

“And Ancepanox will answer for what she’s done, once I’m done with you.” Twilight aproached, head held high. “Ponyville is mine. I won’t let you torment its ponies any more.”

“Yours?!” Pinkie scoffed. “Did I hear you right?”

“You heard me correctly.” Twilight allowed herself a thin smile. “I protect these ponies in exchange for their fealty. I am their mistress, their lady.” The smile wilted. “I command them to be free of you forever, and I have a feeling that is a command they will not resist.”


“You’re delusional.” Pinkie Pie cautiously stepped forward, making sure Twilight wouldn’t make an unexpected move towards Rarity. “You know that’s not how the Equestrian system works.”

“Celestia killed the dream of Equestria. I remember that now. I’m building a dream back, bringing it to the ponies who need it, starting right here with you.” Twilight nodded, drawing all her power to her horn. “Or in terms a nightmare would understand: The Right of Conquest. Might makes Right.”


“Oh, I like this. I like this a lot!” Pinkie grinned. She rolled her shoulders and crouched into a fighting stance. “Conquer me, Twilight! Come on!”



Twilight did not restrain herself. A lance of magic glassified the earth where Pinkie had been a moment before, then in a line tracing the path the earth pony made zig-zagging towards her. Twilight released the spell and summoned a barrier just under her chin to deflect Pinkie’s uppercut, then dozens more for each individual forehoof punch aimed at her head and abdomen.
Pinkie was like a dervish, her limbs a blur of movement as she tried to hit faster than Twilight could cast. Twilight just stopped thinking, letting her magic flow on pure reaction. She felt no fear, only exhilaration, as Pinkie’s blows came closer and closer to grazing her side or cheek. She could feel the Dark power radiating off them. The nightmare was putting all its energy into empowering Pinkie’s attack, and if one did land Twilight would die in a million pieces.

With a sound like shattering glass one of the shields broke, and Pinkie’s hoof sailed forward, only to find empty air. Twilight laughed in surprise: She’d never teleported so fast in her life. “Ancepanox pushed you to adapt, but you’ll discover I can adapt just as quickly.” She teleported twice more in quick succession to get comfortable releasing the pattern quickly, then approached Pinkie again. “Is this something I had but forgot? When you push me to my limit maybe I’ll find all the memories I need, and with them the answer.”

“Get cocky, and it will feel so much better when I destroy you.” Pinkie stretched her legs and resumed her pose. “You have no idea what this mare is capable of. You won’t keep up.”


Twilight wasn’t sure what happened next. One moment Pinkie was a dozen paces away, and the next she was hurtling down at Twilight from the opposite direction. Luckily Pinkie mistimed her strike and her crushing blow hit the ground behind Twilight, but Twilight scrambled away in a panic all the same.

“An assassin that breaks the rules of causality isn’t unique. The School of the Black Bell has produced several creatures that can induce Phantom Time. Phyte made a great imitation.” Pinkie straightened up and strode swankily forward, gloating over Twilight’s confusion. “Next time you’re in this mare’s head, have a look around. It’s amazing.” She laughed. “Oh, but you’re soon to be dead.”



The moment before Pinkie ‘moved’ again, Twilight was watching the movement of her body, the preparatory tenses along her side and in her hock, and could guess with a reasonable degree of accuracy how the attack would come.
So, when again Pinkie instantaneously moved through space and bucked out, Twilight was prepared. The buck rebounded off Twilight’s shield and Pinkie was bounced forward. The acrobatic earth pony recovered with a mid air roll and landed on her hooves. “Ha! Let’s see how long your luck lasts!”


“It's not luck. It's memory. I defeated you like this already, nightmare.” Twilight muttered, eyes flicking over Pinkie's body. The little shiver around Pinkie’s shoulder told Twilight that the next attack would be a buck, but the tension at the neck let her know the next bout wouldn't end until one of them was vanquished.
Then she noticed a little flicker of Pinkie’s aura.



From the perspective of the nightmare, forcing Pinkie Pie to create a span of Phantom Time was like squeezing a rag. It forced Pinkie’s dream back into reality just long enough to torture her into into a reflex defense and induce Phantom Time. Pinkie’s was a resilient soul who needed a lot of prodding to get to that point, and Twilight did not fail to notice the blip.

“I’ve got you.” Twilight prepared herself.

With a deafening crack, Pinkie Pie’s roundhouse buck collided with Twilight’s split-second shield. Roaring with frustration the nightmare spun around forced the Phantom Time again, then again, then again, striking with one hoof, then the other, then the other. Each time Twilight had a spell in just the right place to block. The showers of purple sparks and swirls of Dark coming off the impacts were brilliant blinding.

Twilight saw the telltale shiver again. The next attack would be a buck! Instead of throwing up a shield she predictively teleported to the side, and upon Pinkie's fourth strike, a full body buck, there was no resistance. Pinkie flopped onto her stomach. In a panic, it tried a last time to induce the Phantom Time, but Twilight was more than ready. As soon as Pinkie’s dream emerged into the physical world, Twilight latched onto it.
Pinkie screamed like a banshee, as the nightmare resisted with all its effort to keep from losing its grasp on its thrall. Twilight dropped to her stomach and latched her teeth around Pinkie’s neck, and unthinking mimicry of the great mouthfuls of Dark she was devouring out of the pink earth pony’s dream. The nightmare was going for broke, perhaps trying to feed Twilight so much Dark she got full, but it was to no avail. Every iota of Dark magic that poured out of the dreamscape was consumed, siphoned off like chocolate milk through a straw. Around the two mares the Phantom Time flickered on and off several more times, until Pinkie’s dream and soul fell into a state of peace. She had been cleaned of the nightmare’s influence.


Twilight gingerly released Pinkie’s neck from her maw, but remained kneeled over the mare. She felt exhausted but indescribably satisfied. There was no way Applejack or Amethyst Star could get to them quick enough. Twilight knew she’d won.
Under her, she felt Pinkie Pie shiver awake, so Twilight sat up. Pinkie curled up a bit to face her, eyes bleary with confusion.

“Why did you do it?” Twilight asked softly. “Where you curious how it would feel?”

Pinkie curled up more, keeping her eyes tightly closed. “I knew you would win.” She mumbled. “Iillor… It was the only way I could get a decent shot at her. When Pinkie catches the scent...”

Twilight sighed and stood up. “You had your shot. I hope you failed. Iillor is mine to deal with.”

Pinkie mumbled something indistinct and shivered some more.



When Twilight turned, she found Fluttershy kneeling over Rarity, cradling her friend’s head in her hooves, quietly sobbing and hiccupping through her injured lungs. “Fluttershy, how are you feeling?”

Fluttershy looked up, tears streaking through the dirt on her face. “Weird… Cold… It wants me, Twilight.” She hugged herself tighter to Rarity, muttering into that silken purple mane. “We didn’t deserve this. We wanted to make things better for ourselves… T- The world is going to crush us for what we’ve done.”

“That’s for you to decide.” Twilight used her telekinesis to disentangle Fluttershy and Rarity, lifting the latter up a bit. “Take as long as you want to decide your fate, but when you come to me and tell me your decision, I promise I’ll follow through with it.”
Twilght breathed deeply, ripping the nightmare out of Rarity and overwhelming it with her hunger.

Just like that, the saga of Rarity’s nightmare was over. Inside the dreamscape, the dreamer witnessed her shadowy tormentor shatter, and its misty slaves fade away. Drifting away from the Forest's edge, Rarity noted to herself that now there was only one Nightmare, whose name was Moon.




“Whooh.” Twilight let out a long breath, trying to return some calmness to her adrenaline addled brain. “We did it.” She set unconscious Rarity back down. “Feeling alright Fluttershy? Are the Dark sensations gone?”

Fluttershy nodded limply.

“Excellent.” Twilight looked in the direction of Applejack’s farm. “Mis Rainbow Dash and Iillor will probably need some healing. I’m going to fetch my spellbook and head in that direction. Can you take care of these two?”

Fluttershy didn’t feel capable of taking care of herself much less other wounded ponies. “Y- Yeah.”

“Alright. I’m happy to hear that.” Twilight flashed a little smile. “Hey, cheer up. We did it.”

“hh.” Fluttershy slumped. How was it that after every disaster a Twilight Sparkle came out better at the expense of everypony else. The stress, the stain, the pain… Was it all so Twilight could smile and tell her to buck up? “We.... did it.”

“I’ll get this all sorted out. I’ll be back, don’t worry. Hopefully with Applejack too. ” Twilight promised solemnly. She teleported away.

She would be back, but not until the sun had begun to set, which gave Fluttershy the time to get the crying out of the way. Fluttershy resolved never to show weakness in front of Lady Twilight Sparkle ever, ever again.

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