Mystic Equestria Girls

by Shadow Master

S4E3: Nothing to Fear

Author's Note:

As you all have no doubt aware of Kevin Conroy's passing from November 2022, I've decided to write the story, paying tribute to him. The story is based on Batman the Animated Series Season 1 Episode 3: Nothing to Fear, which is one of a few episodes that I favorited the most.

Another usual and normal day inside the Canterlot Mall. People were usually enjoyed shopping, playing arcades, eating and drinking their meal, watching the films, as well as chitchatting and hanging out together happily. That is until…

BOOM! The explosion occurred from the fashion shopping center, alerted and scared the bystanders especially ladies running out from the shop. Within the fashion shopping center, Spiritcurse – a lighter purple-colored older woman with dark red curvy yet flowing hair worn Chinese Magician Robe and Da Ji – a slight younger lighter peach-colored woman worn a pink-colored short T-Shirt, which leaving her bellybutton, dark crimson sleeves, long brown cowgirl's pants and lighter ballet scarf, were checking and trying out many fashions.

Da Ji was holding a small yellow T-Shirt with Hawaii Logo on her chest while looking at the mirror, "What do you think, SC? Do I look good or am I good?"

Spiritcurse scoffed while crossed her arms, "Looks ridiculous if you ask me."

"Yeah, right. You're no fun. As always," Da Ji taunted. She hummed curiously while holding the red sleeveless T-shirt with orange-colored X-mark on it. She smirked, "Ooh. Maybe this looks better than yellow."

Suddenly, a blast hit both T-shirts, shocking both Da Ji and Spiritcurse. They turned and looked back at the entrance, where they found Twilight, Sunset, Rarity, Fluttershy, Shadow Dragon, Flash, Terrorcreep and Flare Tiger stood before them. They all worn their Magical Armor Power while readying with their weapons for the fight.

Da Ji groaned while glaring at her crisped T-Shirt, "I really like this shirt. A lot."

Rarity scoffed, "I'll be honest with you, darling. Neither of them suits you."

"If you don't like the comment, don't mind us," Fluttershy sheepishly stated. She found Terrorcreep glared at her. She asked in confusion, "What? I was just being nice."

"Alright, witches, you're gonna love prison clothes than here!" Sunset declared firmly while readied with her Blazing Sunset War Fan. She looked at her friends, "Ready?"

"Ready!" Everyone agreed.

Spiritcurse scoffed while waving her fingers like summoning magic, "Now this is what I'm looking forward for. Come forth, minions!"

As commanded, magical portals appeared out of nowhere, summoning and launching Orc Soldiers and Werewolf Scouts to the ground. They all roared wildly and madly before charged and attacked Sunset and her team. They all fought back against the enemy troops while trying to attack Spiritcurse and Da Ji, who stand aside as they focused on looking through some clothes.

Using both swiftness and evasiveness, Sunset blocked and deflected the Orc Soldiers' attacks while throwing and knocking them at Flash, who swung and thrust his Whirlwind Spear at them. Rarity used her Diamond Barrier to block and deflect the attacks from the enemies while using her Diamond Gatling Blasters to fire and blast the archers off. Using her Time-Space Magic, she teleported everywhere to assist her allies by attacking them from behind. Using the Rabbit's Speed and Lion's Might, Fluttershy fought and knocked the enemies as hard and fast as she can. Using Element of Thunder, Terrorcreep summoned and fired his Thunderstorm on them as well as swinging Crimson Lightning against Werewolf Scouts. Shadow Dragon and Twilight, armed with their Sparkle Star Sword and Darkness Blade, fought against couple of enemy troops while covering each other's.

While looking through some clothes, both Spiritcurse and Da Ji looked behind, taking a peek from their back. They found Sunset and her team were beating their minions, annoying them both.

"Grr… I really can't stand them winning so easily," Da Ji grumbled.

Spiritcurse nodded in agreement. Wavering her greenish-colored magical aura around her finger, she smirked slyly, "Well then, my little friend. Let's even the odds, shall we?"

Carefully looked at Spiritcurse's magic aura, Da Ji made 'ooh' astonishing tone, "Me like it. Hit them hard, Spiritcurse!"

"With pleasure," Spiritcurse agreed. Just as her magical finger completely glowed brightly, she aimed hers at Sunset's Team. She snickered, "Let's make this more interesting. Have a blast of nightmares, my dearies."

Spiritcurse blasted her magical beam straight at Sunset and her team. Flash spotted the laser beam, scaring and alerting him to shout:

"GET DOWN!"

As commanded, Sunset and her friends barely moved aside. However, the beam headed straight and hit Twilight's back, prompting yelled in pain and agony. She fell to the ground hard, paralyzed and unable to move. And at the same time, her pupils are covered in green while forming some mists on her eyelashes.

"TWILIGHT!" Everyone exclaimed in concern and fear.

Sunset and her friends were fending and holding off the enemy troops, allowing Shadow Dragon quickly to check on his girlfriend. Checking on her pulse from neck, he also found Twilight breathed heavily and frantically while quivering and shivering in cold feet. Her face is covered in sweats while looking very scared, shocked and dreaded. She muttered 'Please, don't leave me… Don't leave me…'

"Something's wrong with Twilight! She's hyperventilating!" Shadow Dragon exclaimed in concern and fear.

Hearing her friend's concerns, Sunset nodded to Flash, who nodded understanding as he quickly spun and swung his Whirlwind Spear to knock the enemies off. Turning her attention on paralyzed Twilight, Sunset touched her friend's hand. She then felt a shock from the touch, making her withdraw at once.

"What happen?!" Shadow Dragon asked in concern.

"I… I don't know…" Sunset admitted in concern and uncertain, making Shadow Dragon worried. She explained, "Her mind… It's completely chaotic and so messed-up like she's been traumatized…"

"Traumatized? From what?"

"I can't be sure. But I did take a glimpse. She thinks we might be leaving because of her being corrupted by magic and turned into Midnight Sparkle."

"She's still suffering from that?! I thought she got over that."

"Hey. Subconscious happens to bring that back if the Fear Magic is strong. I would too if mine still thinks about becoming She-Demon."

"You're not, Sunset!" Flash disagreed while holding the spear against the Orc Soldiers' blades.

"How? How do we save her?" Shadow Dragon asked in concern and worried.

"I don't know," Sunset admitted in concern while looking at Twilight's hyperventilation. She turned to Terrorcreep as she asked, "TC, can you remove the illusion from her mind?"

Blocking Orc Soldier's axe, Terrorcreep answered, "No! It doesn't work like that. If it were my magic, then I can."

Sunset groaned, "I hope I'm right, which it's gonna hurt me a lot. I have to reach her somehow."

Though uncertain of how she's gonna do it, Shadow Dragon firmly nodded as he trusted her to do it. He stated, "We'll cover you."

"Okay. Don't get hit by Fear Magic," Sunset reminded Shadow Dragon, who nodded understandingly.

Shadow Dragon returned to the battlefield as he assisted and helped his friends to fend off the Orc Soldiers and Werewolf Scouts. And at the same time, they were doing their best to avoid getting hit by Fear Magic from Spiritcurse and Da Ji. Two dark sorceresses were enjoying it very much as they see it both entertainment and game.

Sunset took a deep breathe while looking at her unconscious yet paralyzed Twilight. She muttered 'here we go'. Just as she touched her friend's hand, she yelped in pain, feeling electrical shock zapping her hand while trying to breaking through and accessing her friend's mind. And she succeeded due to her eyes went in white blank as she's now entering the mind now…

---

Inside Twilight's Mindscape…

Sunset's holographic form of avatar appeared and materialized in the unknown yet dark and destructive realm, filled with ruins of city and people's death. The sky was darkened with no stars, no moon or even no sun. She even found a familiar building stood before her – Canterlot High School, which is also in bad shapes as well. This shocked and frightened her.

"What in the world…" Sunset asked in shock and concern.

"Nerd… Weakling… Pathetic… Useless… Traitor… Annoying… Miss Know-it-all… Evil… Monster… Witch… Sorceress… Dark Angel… She-Demon… You will never be better… Who wants to be friend with someone like you… A freak… Never!"

Hearing those words, Sunset became concern and scared for her friend's safety. She has to hurry and find her. By listening those 'horrible' and 'harsh' insults, Sunset followed the sound, through the corridor of darkness. So far, she hasn't found her friend but the harsh voices insulting Twilight.

However, the harsh voices are getting louder, realizing that she's getting closer. Upon reaching the end of it, she found Twilight squatting down, crying in tears as she kept on hearing the insults. She also found her has Midnight Sparkle looks – her dark angelic wings, blue cyan colored unicorn horn, mad crazy hair-like and cyan misty rings-like around her dark magenta-colored eyes.

"Twilight!" Sunset called as she ran towards her. She then tried to shake her a bit while calling, "Twilight, wake up! It's me! It's Sunset! I'm here!"

Twilight didn't seem to respond as she was still squatting down while crying in tears. This shocked and concerned Sunset. She tried shaking her as hard as she can.

"Twilight! Wake up! You have to wake up now!" Sunset pleaded in concern.

"I can't… I can't do it… I don't want to… Just leave me alone…" Twilight said in tears yet hurt tone, making Sunset worried.

"Twilight, why?! How could you say that?!"

"You heard them. Everything they said about me is true. I'm nothing but a monster. I nearly destroy the world. I almost kill my friends. I don't deserve to have friends or even boyfriend like you guys."

"No, Twilight. You're wrong. You deserve a better life. You deserve all of us. No matter what happens, we will always be your friends." Sunset comforted Twilight. Helping her to face and looked at her, she continued, "Don't let the fear get to you. None of them are real. And you know it."

Still uncertain and scared, Twilight questioned, "How do I know if you're real?"

"Then, why would I encourage and comfort you?" Sunset asked rhetorically yet calmly.

Twilight sighed while looking down, "So, how? How do I overcome it? How do I get rid of my nightmares?"

"Remember, Twilight… Remember…" The firm yet deep voice spoke, which surprise Twilight and Sunset.

Twilight and Sunset turned back and looked up, where they found a familiar black-colored Cybertronian Knight with white cape and large metallic wings stood before them. He remained stoic yet firm and humble at them.

"B-Black Alpha…" Twilight said in astonished tone.

"You're here?" Sunset asked in surprise, "How?"

"I am merely a spirit, watching over you." Black Alpha answered stoically yet calmly. He knelt down before Twilight and Sunset. He continued, "You spared me. You showed me and my kind mercy. And you reminded me of my happiness. You have saved us. Now it is my turn to help you."

Twilight, still having doubts and concerns, asked, "How? How are you gonna help me? W-What can you do? This is Fear Magic, not some kind of chemical that you can get rid of."

Sunset sighed, "Twilight's right. How can you help us? Have you done this?"

Black Alpha remained firm and calm, "Yes. Like you said, it's not Fear Magic but chemical mixture of fear. Regardless of magic and chemical, they both actually function the same. There's a way to deal with it. And I'm confident that you can do it."

"How?" Twilight asked in fear.

"When I was injected by fear chemical, I was overwhelmed and affected by my nightmares. It was pain and suffering for me to bear. But I remind myself of what I'm fighting for. With this chant I make," Black Alpha explained firmly calmly, "I am Vengeance… I am the Knight… I am Black Alpha…"

Both Twilight and Sunset were surprised and astonished by his 'chant'. The latter remarked, "Wow. That chant sounds badass. It sounds like battle cry."

Twilight looked uncertain and concern, "I'm not sure, Black Alpha. I'm not you."

Black Alpha remained stoic and firm as he stated, "Twilight, you do not be like me. Be yourself. Make your own battle cry. Then repeat this chant. And you will be free."

"Do you really believe?" Twilight asked in hesitation.

Black Alpha nodded firmly, "I do. Tell me. Who are you?"

Twilight was uncertain and conflicted about using his chant to overcome her fear. By the touch of Sunset, she looked behind and found her giving her a confident smile. She turned and looked back at Black Alpha, who still has the stoic, soften into gentle and warm fatherly looks with firm.

"You can do it, Twilight. Tell me. Who are you?" Black Alpha said firmly yet warmly.

(Batman the Animated Series Theme Song)

After hearing some encouragement, Twilight recalled all the adventures and missions she's been through with her friends and family. She realized that she wouldn't make this far if not for them. She carefully thinks about Black Alpha's chant, and what to say with her own battle cries.

"I am the Magic… I am the Light… I am Twilight Sparkle," Twilight said firmly.

Black Alpha nodded firmly, "Good. We do this together. It's time to overcome this nightmare. Nothing to fear. On three…"

Twilight nodded firmly sand seriously. Black Alpha gestured and counted to three. They both then gave battle cries together.

"I am Magic/Vengeance! I am the Knight/Light! I am Twilight Sparkle/Black Alpha!" Twilight and Black Alpha declared firmly.

And to their surprise, three of them found a crack on the blackish background, slowly spread out a bit.

"It's working!" Sunset exclaimed in surprise.

"Don't stop! Keep going!" Black Alpha nodded, "Nothing to fear, Twilight!"

Twilight nodded firmly and seriously as she is determined to break free from her nightmare. Both she and Black Alpha continued shouting and chanting firmly and determinedly, which slowly creating more cracks on the walls, the harsh and horrified voices slowly died down and the images slowly disappearing. Twilight also managed to break free from Midnight Sparkle's form.

As Twilight and Black Alpha continued chanting determinedly, the reality of nightmare realm has completely formed the cracks before exploded into nothingness. Three of them are freed from the nightmare for good.

"You did it, Twilight!" Sunset exclaimed happily.

"No. We did it. Together," Twilight disagreed.

"No. Sunset's right. You did it," Black Alpha corrected Twilight, surprising her. He continued, "What we did is give you a push you need. And you did it without me."

"Black Alpha…" Twilight said in surprise.

Black Alpha smiled beneath his mask, "Now go and kick his ass. Teach them a lesson."

"With pleasure," Twilight agreed. She turned to Sunset, "You in?"

Sunset smirked, "You bet."

"Good luck, girls." Black Alpha says his goodbye.

Just as Black Alpha faded into nothingness, everything immediately went in blank.

---

Twilight gasped in surprise, waking up from the ground. Sunset helped her to stand up. They all turned and found the rest of their friends were still battling the enemies especially Spiritcurse and Da Ji, who were firing and shooting their Fear Magic at them. Shadow Dragon, Flash and Terrorcreep firmly and fiercely fought and battled off the enemy troops. Rarity used her Diamond Barrier Magic to block and deflect the beams while Fluttershy, using her Animal Ruby's Cheetah Speed, Elephant Strength and Weasel Agility, fend off the witches, who swiftly and quickly dodged them while teasing fired their Dark and Fear Magic at them.

"I really have enough with Fear Magic, Sunset," Twilight said dryly and firmly.

Sunset nodded, "Yeah. Let's do this."

Using telekinesis, Twilight levitated couple of clothes and manikins to throw them at couple of Orc Soldiers and Werewolf Scouts, allowing her boyfriend and others to defeat them at once. Sunset jumped in and helped her friends at once. Using both her martial art skills and Blazing Sunset War Fan, she teamed up with Fluttershy swiftly and cunningly dodging and evading the magic blasts while parrying against Spiritcurse and Da Ji. And at the same time, Rarity helped summon her Diamond Barriers to protect her friends.

After the soldiers have been dealt with; Shadow Dragon, Flash and Terrorcreep turned their attention on Spiritcurse and Da Ji, who were busy dealing with the girls. They charged and attacked the witches, who were forced to defense by dodging and evading their attacks while firing their Dark Magic at them. However, the heroes have proven to be fierce and fast for them to handle.

While the witches were being distracted with readying their Fear Magic, Twilight levitated and tied up the belt on both legs and body. This allowed Shadow Dragon and Sunset to grab and unleash the Fear Magic on themselves. Feeling Fear Magic effects, Spiritcurse and Da Ji began suffering some hallucination of fear before they screamed and panicked in fear.

Rarity scoffed, "Now, that's what I called 'give them the taste of their own medicine'."

Sunset nodded, "Yeah. They'll think twice about using nightmare on us."

"You okay, Twilight?" Shadow Dragon asked.

Twilight nodded, "Yeah, I'm alright, Shadow Dragon. But there's something I wanna do now."

---

(Batman Mask of the Phantasm Ending Song)

On their way to Camp Everfree, Twilight and her friends went into the Cave of Thorteen Cybertronian Knights. They all brought the bouquet of red roses. They all stood before Black Alpha statue, which has the written stone stated 'I am Vengeance. I am the Knight. I am Black Alpha.' Twilight put the bouquet in front of him. Shadow Dragon bowed and prayed humbly before him in Traditional Chinese Style while the rest remained silent and looked at him.

"Thank you, Black Alpha…" Twilight said calmly and gently.

Shadow Dragon placed his hand over his girlfriend's shoulder, prompting her to turn and look at him and others. They all smiled warmly. She nodded a bit. She and her friends turned and left the cave. Unknown to them, their shadows merged and formed a familiar shadowy figure, watching over them.

"I will always watch you, sister…" Black Alpha's voice spoke humbly.

(Tribute For Kevin Conroy (1955-2022),

You will always be the best Batman we love and respect

since 1992 Animated Series until the very end…)

Main Casts:

Tara Strong: Twilight Sparkle

Rebecca Shoichet: Sunset Shimmer

Kevin Conroy (Posthumously): Black Alpha

Minor Casts:

Matt Lanter: Shadow Dragon

Vincent Tong: Flash Sentry

Tabitha St. Germain: Rarity

Andrea Libman: Fluttershy

Matthew Mercer: Terrorcreep

Susan Silo: Spiritcurse

Stephanie Sheh: Da Ji