• Published 11th Sep 2019
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Twilight's Nightmare - Nightsclaw



Twilight in her most desperate of moments issues a cry for help, she was not expecting the Nightmare to be her saviour.

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CH 22 Hidden Preparation


The well-dressed Noble Guide sat in the meeting room. Before him, on the table, he had several thousand pages of plans for construction, relation and supply. The Sun Princess had requested the late meeting with him because she wanted this situation resolved as soon as possible.

Despite that, Celestia was late. Celestia was never late unless the world was ending or there was an invasion. He thankfully remained in his drug enforced calm, as his mind worked the puzzle. He had not set anything in motion, so he had two theories. The first that it was another banished foe returning. The second that Twilight the master blood mage was making her move.

This meeting had to go well, he had no way to move forward until he had all the necessary official paperwork. Why did I not leave some of my slaves to watch Twilight? He berated himself again. All of his current sufferings could be traced back to his overconfidence.

He sat there waiting, letting his mind drift back over the last week trying to spot if he had done anything that could have given him away.


Smoky incense drifted in the air of the dimly lit room, two braziers burning with a green flame tainting all the colours in the room. The robed Darkmage slowly entered the room, on guard for any trickery. It had taken a lot of bits and burning two of his contacts to even get this meeting. This had to go right, or his destiny would be set back years.

Before him the tall, elegant unicorn mare he was here to meet lounged on silk pillows, each as black as her coat. With a motion of her head, she tossed her vibrant, almost toxic green mane aside. She turned her gaze upon the Darkmage, it was not the gaze of a pony, her eyes held hunger, the desires of a hunter. She was considering whether he would be her meal this night.

She leaned forward. “So… what do you want, little pony?” Her sensuous voice dripped with the most alluring honey.

He could feel the magic brushing against his mind. I am not here to be seduced by vermin. He thought, reinforcing his mind. It was trivial to call on his dark magic letting the mind magic run into a solid wall of hate. He reinforced his defences with determination and guarded it with his guile.

A nasty smile graced his muzzle. “I am here to trade, not to become one of your puppets, Changeling.”

“My, you are well-informed, for a pony,” She said, all hints of the seductress banished.

The Darkmage tipped his head respectfully.

“I ask again, what do you want?” The Changeling enquired tone now all business.

He trotted into the room, sitting down uninvited on a pillow opposite her. “I require three things. First is to acquire the identity of a certain pony for my self. Second the use of some of your trinkets to suppress only blood and dark aspected magic. And third, I require your vaunted skills of persuasion to encourage some ponies in need of homes to move where I want them too.

“Is that all?” She snorted. “And what do you think you have to offer me, that can possibly be worth all that, pony?”

He retrieved a vial of thick red liquid from his robe and held it out on a hoof. Her gaze narrowed on it. “And what is it you have there?” She asked.

It was hard to keep the grin from his muzzle. He could see the way her eyes tracked it hungrily. “Fresh Alicorn blood from one, Twilight Sparkle.” He hated trading away some of his irreplaceable resources, but he had more than enough.

“Assuming it is authentic, as impressive as it is. You still need more.”

“If you come through, I will provide you with a sample from her ovaries,” He answered with a feral grin of his own. “All perfectly preserved like the blood, in magical stasis.”

The temptation was evident in her eyes. He knew he was playing with fire, offering such a boon to the Queen’s Changelings was a risk. He would have to deal with a more powerful brood once he had claimed his rightful place.

Her horn lit with green magic and a matching aura took hold of the vial. “If this is a trick you will not leave here alive.”

“I know, don’t take me for a foal.”

She pulled the stopper out, lifting the vial to her lips and letting a single drop fall upon her extended tongue. Her eyes closed as she seemed to be savouring the vital fluid as if it were a fine wine. Her now glowing eyes snapped open fixing on him. “So who do you want to be?” She purred.


The new Noble Guide looked around his home, his estate. His long quest had often denied him the creature comforts from his past. He washed the painkillers down with the rest of his glass of wine. He would have to take them every day until his ascension. A small price to pay. He thought.

Guide stretched, he was still not used to all the subtle differences in his new body. He reached out with his aura gripping yet another page full of information from the stack. When the changelings promise to get everything a pony knows, they really do mean everything.

Page by page, he was learning all he could about the original Noble Guide. He was not a bad pony, his only mistake was being in a useful position. One that would serve the new Noble Guide much better.

He settled back into the plush fabric of his seat and let his eyes look out over the beautiful towers of Canterlot. It made a nice change from the dusty temples and ancient ruins he had called his home for the past decades.

Holding up a single sheet of paper and examining his new contacts. Yes, the right words to these foals and I will have them eating from my hoof.

Standing, he got to his hooves. A slight wince was the only outside display of how painful his hooves still felt. What I would not give to have an Astral aspect. Lucky buckers have no idea what it is like for those of us who can never teleport.

At least his objective was only a few rooms away. Forcing himself to walk normally, assuming a regal gate like the noble he was. He had letters to write and servants to enslave.


“Canterlot is the shining star of Equestria, and we will show that we all stand for the ideals of Harmony,” Noble said, ending his speech to some of the more worthwhile nobles in the city.

A few promised bits was all it had taken to get some useless noble to give up his slot to talk to Celestia tomorrow.

He glanced up at the reporter for the Canterlot Times, still writing away in their notebook. Yes, they would be quite useful.

“Good day to you,” Guide tipped his head respectfully to the pegasus. This would be so much simpler if I could use my dark magic, but that could be detected. He lamented.

“And to you as well Noble Guide.” He offered his hoof to shake. “The names Headline.”

Guide accepted the shake. “If my meeting with Princess Celestia goes well tomorrow, I will have quite the story for you.” He could see the bits flashing in the reporter's eyes. “Would you want an exclusive interview, no fee required?”

“I’m no foal born yesterday, what's the catch.”

“No pulling any wool over your eyes I see. Good, you will do.” Guide smiled. “I plan on helping the displaced Manehatten ponies. Now I could pay for advertising to get the news out, or I could offer you a free exclusive and get the information out at no cost to me. The way I see it, this is to both of our advantages, and serves a good cause.” He said. Just not the one I’m telling you. He added in the privacy of his own mind.


Noble Guide stared at the bathroom mirror, he was still not used to his reflection. His well-groomed black mane matched his impeccable brown coat. His eyes were drawn to his new mark, his every sense screaming at him that something was wrong. The new mark was a map with trails marked on it. It was not so different than the scroll he used to have, and yet just the sight of it twisted his insides.

Dragging his gaze to his own eyes, he focused. All of his immediate preparations were complete. In only an hour, he would be standing before the immortal solar goddess. It had been many years since he had seen her let alone been in her direct presence. He shuddered, even with as far as he had come he was still only an insect before her. You have a plan, her overconfidence will be her undoing. He thought, trying to calm himself. “I outsmarted her once… I can do it again,” he said with more confidence than he felt.

His aura lifted the small metal box, a scalpel and a vile of dark liquid. Opening the box revealed three items. The first two small pieces of the shattered Queen’s throne, each with glowing Changeling writing on it. These would each block a single aspect of magic, one blood, the other dark. Lifting them by hoof he placed them to the side.

The last item, the most important one. A single gem, so dark it made even the deepest night seem bright. His eyes gazed into the seemingly endless abyss within. When he had first found the gem, it had a small amount of Luna’s dark power from before her banishment.

The power within this magical diary had not lasted long. He had to make use of it to escape Canterlot after his error in judgment all those years ago. But after that one taste of power, after how naturally he wielded it he knew what his destiny was to be.

Of more importance was the knowledge it held, that Alicorns were not born they were made. That one fact had changed his life, setting his course towards his destiny. That was not all it held but merely the most vital. In addition, it held images, incomplete plans, and partial memories of the Alicorn of the Night.

Even empty of power, the information still remained. He had managed to start his path, acquiring spells and artefacts that Nightmare Moon and her servants had hid away as insurance against her defeat.

When he ended up in conflict with another warlock, a powerful mind mage, he found the true power of the Dark Gem. The warlocks spell should have enslaved him. Instead, it did nothing. His opponent started babbling, but the words were familiar. His attacker saw Luna’s memories. So long as the Dark Gen was in contact with somepony, any mind magic would be drawn to the gem, and the caster would be unaware.

So for his plan he had emptied the Gem of Luna’s memories, replacing them with a fake mind. It had taken hours but bit by bit he fabricated what one would expect to find in the original Noble Guide’s mind. He had invaded, broken and twisted enough minds over the years to know the sorts of details and imperfections needed to make it believable.

His aura expertly manipulated the surgical blade, parting his flesh as intended. A trivial effort of his blood magic, preventing even a single drop spilling. Lifting the Dark Gem, he pushed it into the wound. His face twisted and teeth ground together. Even through his daily doses of painkillers, it still hurt.

As he adjusted its position so nopony would be able to notice it hidden under his coat, he felt something. A quiet whisper in his mind, following it he found the content of the Gem, like an extension to his mind’s eye. Testing it, he cast a compulsion spell upon himself.

In the Gem, he saw the spell swirl in and assume control of the fake mind. He knew what the spell wanted him to do, but it had no hold upon him. He smiled. Is this the real purpose of the gem? He had always wondered how Luna had raised a rebellion against Celestia the master of mind magic in secret. Now he knew, she had created the perfect counter to mind reading.

His gaze turned to the two Changeling artifacts, his smile dropped. This is going to be painful. He thought as he set to work implanting them as well.


The Princess sat upon her throne, unchanged and ever beautiful. Her ancient eyes seeming kind, caring and wise. He knew better, he knew from Luna’s memories that everything the public saw about Celestia was an act, a lie. Ponies were just game pieces to her, she was playing a board game called Equestria, trying to get a high score for public approval.

He felt weak and defenceless with his two most potent magics sealed away. The fact that he was not already arrested or incinerated meant that the Changeling artifacts were doing their jobs. He was thankful the potion he had acquired from the black market was working as advertised. Despite everything, he felt no fear. He knew that for the next few hours, he would be incapable of such.

The Goddess looked at him and spoke “Noble Guide, you may approach. The Solar Throne is ready to hear your petition.” Her voice clear and pure, carrying the warmth and confidence that had guided ponies for millennia.

He moved forward and bowed, performing all the required court etiquette. They both had a script, and he stuck to his. He began, launching into his prepared pitch to construct a new settlement to house the ponies of Manehatten and after, to maintain it for future need.

It was not too long before he felt it, a powerful but restrained force. Inside the Gem, it looked like a golden light illuminated a narrow arc. He kept on with his speech, it was the only option he had. The Nightmare’s trick will either work, or I will die here and now. He thought, marvelling and how calm the drug made him.

Celestia probed deeper and deeper. Yet she played her part in the conversation and not once did her horn light. Within the Gem the searching light had become tendrils reaching around, picking up sections of the fake mind before carefully returning them where they had come from. It gave him the impression of an octopus reading books in a library.

Celestia’s smile seemed to become warmer, more eager as the mental probe retreated. She was giving all the signs that she would agree. Now all that needed to be done was going through the rest of the performance.


A few donations of spell gems to the Canterlot Times had been all that was needed to get full access to all their secret files. He had given them nothing truly forbidden just a few things the law was less than happy about being available. Noble did not know what they would do with them, nor did he care.

He now had more than enough potential blackmail material should the need arise. Folders of information spread upon his desk. He had so many choices, he had always known Canterlot had a darker side. I would be doing Celestia a favour if I killed half of them. He thought.

This was going to be hard, all of his first choices were too caught up in useful schemes. He did not want to interfere with any of them. They would disrupt Celestia’s rule far more by being allowed to continue unhindered.

Maybe I’m doing this all wrong. He thought as he looked towards the files on the Elements of Harmony. Maybe if I can get some ponies doing what I need out of the goodness of their hearts. He smiled as plans began to form.


The sound of approaching metal clad hooves snapped Noble back to the present. Ever since he had implanted the gem his mind had felt sharper, the memories more like reliving the moment instead of mere recollection.

The hoofsteps came closer. He would recognise Celestia's stately rhythm anywhere. He knew she could move silently but chose not to to avoid panicking her little ponies.

The white mare herself entered the meeting room, her expression changing from the stock gentle smile to a genuinely pleased one. “Good evening Noble Guide,” her perfect voice greeted him.

Noble rose and bowed respectfully. It was never hard to be respectful to an Alicorn, he just had to not fight what his body was conditioned to do.

Even in this friendly encounter, every action, every word was just a dance of formality. The small talk, the tea and the polite commentary as they went through the paperwork laboriously, page by page. When he took over, he was definitely going to eliminate most of the paperwork.

Three servings of tea, two plates of biscuits and an hour lost to the evils of paperwork later, a trail of smoke entered the room, forming into a scroll with a flash of green flame. Celestia’s golden magic caught it before it could even start to fall.

Arriving like that it must have been sent by Twilight’s pet dragon. He thought.

Celestia opened it and began to read. He could not see what was written, only that it was a very long letter and was in Cadence’s decorative script.

“My apologies for the interruption,” Celestia calmly spoke, her magic intensified and the scroll popped out of existence.

The Princess’s eyes glanced at the remaining paperwork. Lifting it all in her aura, she began to rapidly flick through it.

Inside the Gem, Noble could see Celestia’s power rifling through the constructed memories. It reached in and made glowing copies of all the instances of him working on the documents currently before her.

Somehow she made even this frantic completion of paperwork seem calm and graceful. Pages flashed by, a few being pulled out where comments, corrections or signatures were needed.

She is just pretending to read it. He realised, she pulled the information from his mind and is now only acting.

“Yes, this all seems in order,” she said nodding firmly. “You have my thanks and the thanks of Equestria for the dedication you have shown in this task.”

“Thank you, Princess,” he said, bowing his head accepting the compliment.

Her aura pulled an expensive sheet of the finest paper from a drawer and in gold, she began writing. A few seconds later and a flash of her magic and the paper now had a glowing mark upon it.

She floated the paper to him before speaking in a formal tone. “Noble Guide, We appoint you to oversee the well being of the Manehatten ponies.”

“I am honoured, your Majesty,” he said bowing.

She nodded, showing her too-perfect smile. “Now I am afraid that I have other matters that needed addressing, have a pleasant evening,” she said, teleporting from the room in a flash of gold.

Noble stared at what he now held. The paper baring Celestia's seal was not quite a blank check, but it was close enough. If he was careful, he could do everything he intended. He smiled as he left the room a bounce in his step. Thank you, Cadance. He thought with glee.


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