• Published 27th Oct 2012
  • 12,538 Views, 828 Comments

The Legend of the Arachnapony - RaijingtheClockworkPony



Sometimes the craziest legends are the true ones. When Apple Bloom stumbles upon an anceint source of magic she discovers a very ancient creature.

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A Nightmare Night to Remember

Apple Bloom awoke on the dawn of Nightmare Night and stretched her little legs. A yawn escaped her lips and she looked around. She was alone in her room and for a moment she wondered how she had gotten into her bed, but the memory of the previous night came to her. The little filly smiled and got out of bed and headed down the stairs.

It's Nightmare Night, and Ah got Guardian to say yes! Ah need to tell the girls!

She ran down the hall and down the stairs, and she ran past the kitchen then turned around and walked back. She peeked into the kitchen and spotted Big Mac eating some toast.

"Hey there big brother, you ready for Nightmare Night?"

The stallion looked up from his coffee and smiled. "Eeyup."

"You're dressing up right?"

Macintosh nodded and sipped his tea. Apple Bloom smiled as she knew that Macintosh would just wear the same costume he did every year. The cape and hat sat on the table while the stallion ate. Apple Bloom had no clue why he loved the costume so much, but she had a feeling it was because of all the attention it got him one year from a very well-known princess of the night. Her brother always brushed that off as the two of them catching up on a summer event they met at.

"You expectin’ Luna to visit again?'

Macintosh shrugged. "She might. Don't know if she'll want to talk to me. Only so much about pie eating you can go over before the conversation gets rather stale." He took another sip of his coffee and took notice of the borderline mischievous smile on his sister’s face. "Y'all better not give her a love potion like you did Miss Cheerilee. Ah don't need a princess gettin' mad at yew for doing somethin' silly."

Apple Bloom giggled as she spread some butter on a piece of toast. "Ah promise. Maybe this time you can just charm her without my help."

The farmpony took another sip. "Enope... Maybe."

The pair shared a small chuckle at Mac's small joke and Apple Bloom took a bit of her toast. "Ah'm heading out to Sweetie Belles. Ah need to tell her the good news."

Mac merely raised an eyebrow at his sister. Apple Bloom took another bite before she explained. "Guardian said he would go trick or treating with us, well sorta. He'll just hide in the shadows near us, and just sorta follow us."

Manintosh placed his mug down. "So... he's goin' to be in the town? Ah don't think that's safe. He ain't exactly easy to hide..."

"He's pretty good at hidin’ and bein' all stealthy when he wants to be." The filly finished her toast and smiled. "Don't worry, nopony will see him. They'll be way too busy to having fun and eating sweets."

The stallion sighed and sipped his coffee again. "If you say so, just stay safe and don't get him spotted."

Apple Bloom gave her brother a hug and a small kiss on the cheek. "Okay. Cya later tonight."

The filly walked out of the kitchen after grabbing an apple and made her way out of the home and towards the town. Once she hit the small road that went toward the town she started to run. After all, good news is best delivered as soon as possible.

On the road she ran by two ponies. One was a unicorn with a shining silver mane and the other was a young mare of a light sea green in a black maid uniform. As she passed by them the stallion yelled to her.

"Hey, can you help us?"

Apple Bloom came to a halt after a moment then turned around to look at the pair. "Sure, Ah guess so."

The stallion smiled. "I'm looking for Sweet Apple Acres... do you know where that is?"

The rose maned filly nodded. "Just head on down this road and you'll find it pretty quick."

The silver stallion smiled and gave the filly a small nod. "Thank you."

"No problems mister."

Apple Bloom continued on her way, not giving another thought to the two ponies. The silver stallion watched her leave and chuckled.

"She's a nice filly. Looks like she's in a rush though..." He looked back at the mare. "So, you were saying about why you got off the train at Hoofington?"

The mare nodded. "Well, your father had orders for me to pick a few things up that he thinks will help you."

Silver nodded. "Okay then... what sort of things?"

The maid shrugged. "I wasn't told what they were. I just picked up a few packages and brought them to Brother Riches home. They are waiting in your room, and I'm happy I caught you at that little bakery. So, what are we doing out this far from the town?"

"I'm looking for a little more information." He looked down the road and spotted some trees in the distance. "I heard that the farmers might know something about a few of the odd events that have happened lately."

The green mare nodded. "I understand... should I stay with you for this, or should I do something else for you master?"

Silver stopped walking at the word 'master.' He sighed and looked back at the maid. "Please, just call me Silver." He gave the mare a small smile. "Also... I don't think I got your name."

The maid looked hesitant and shuffled in her work dress. "Sea Mint sir... Silver. My name is Sea Mint."

"Nice to meet you... well sorta." The stallion let out a small embarrassed chuckle. "I mean, besides all the times we met at my home since you started working there."

The unicorn mare shuffled some more. "It's okay... I was told that your family doesn't really talk to the help... I um... I think we should head to the farm..." She shuffled some more and started walking.

Silver walked along her. "Well, I think we should thank you and the rest of our staff a little more. After all, without you, we would have a lot of cleaning to do. So, thank you."

"Master... Silver, my contract with your father says I can't be this formal. It's not normal for a maid to be friendly on this level... it's against my training... I could get fired..."

The silver maned stallion looked shocked. "Wait, your contract says that you could get fired for simply talking to me about something that's not work?"

The mare nodded. "That's correct sir."

"Well... um... I order you to lighten up, and relax a little. I can do that right?"

Sea Mint looked at Silver to see the friendly smile he was wearing. "Yes si- erm, Silver. You can do that."

The stallions smile grew a little. "Great, so, until we return to Canterlot, you and I can just relax and be much less formal."

The servant smiled for the first time to the stallion. "Thank you. So, um... how much less formal are we talking about?"

Silver thought for a moment before he spoke. "Well, since we seem to be the same age, how about we be friends? I haven't really made many friends... okay, no friends, my age."

The mare shuffled again. "How old do you think I am?"

Silver stopped walking. "Um... I'm thinking at least nineteen?"

Sea Mint giggled. "Close, I'm eighteen."

The stallion chuckled. "So, a year younger than me... okay then. So... friends?"

The servant smiled and nodded. "Friends. So... um, why exactly are we here in this town then?"

The pair reached a small gate and turned onto the small path. Silver bit his lip for a moment, unsure if he should tell her everything, if anything.

"I'm... looking for something for my father. It's a little weird, but I'm hoping not to find it." Silver said as he shrugged.

"Why not? If you're looking for something then you should want to find it right?" A confused look passed over the unicorns face.

Silver shook his head. "Sometimes, you don't want to find some stuff."

Sea Mint looked confused but stopped when she saw the massive form of Big Macintosh ahead. "I think we found the farmer."

Macintosh glanced over to see an odd couple walking towards him. His eyes were caught by the uniform of the maid then he looked at the stallion. He sized up the pair for a few moments before striding towards them and clearing his throat.

"Hello..." He noticed the outfit on the mare. "You excited fer Nightmare Night, or somethin'?"

The young mare blushed as she took a quick look at her costume. "Um... yeah, I'm rather fond of the holiday."

Macintosh looked at her as she gave an embarrassed smile. "Ookay. So, what brings you two to the farm?"

Silver nodded and walked up to the stallion. "I was wondering if I could tell me about a few of the stories that have been going around lately." He swallowed under the gaze of Macintosh. "In particular, I heard one about something in the forest, and your sister Apple Blooms story about it."

Macintosh sighed. "Ah can do that, but it might be a bit of a long story..." The Apple stallion thought for a moment. Tell them a good story... but Ah should remove a lot of the stuff about Guardian... might make things weird.

The red mane filly came to a halt at Sweetie's house. She walked up to the door and quickly knocked on the door. A few moments passed before the door opened and Sweeties father opened the door.

"Well, haya Apple Bloom. Whatcha doin' up so early, and runnin' around the town?"

The filly smiled up at the stallion as he stroked his mustache. "Ah wanted to get Sweetie Belle and get some things ready for Nightmare Night. Is she awake?"

Magnum shook his head. "Oh gee, I don't think so, but I'm certain she'll love to see you. Just head up to her room, and give her a nice scare from me. After all, it's Nightmare Night."

Apple Bloom and the unicorn shared a playful grin as filly made her way into the house, pausing only for a moment to give Sweetie's mother a small hello. She raced up the stairs and slid to a stop at Sweetie's door. Opening it quietly, she sneaked into the room and spotted her friend fast asleep in her bed.

Now how should Ah do this... She spotted that the dresser was pretty close to the bed, in fact, it was just close enough to be the perfect spot to jump from. A wicked grin came over Apple Blooms face as she moved to the dresser and climbed up it.

Sweetie made a small mumble and rolled over in her bed. The yellow filly on the dresser froze for a moment then continued moving after a moment as she spotted the small smile on unicorns face.

Ah almost feel bad for doing this... almost. The yellow filly jumped off the dresser and landed on her friends bed, causing the unicorn to fly into the air with her pillow and blanket. The filly in the air flailed for a moment then landed back on the bed, on top of her pillow, and her blanket landed and covered the unicorn.

"Up and at'em Sweetie! We got plans we need to make and then do!"

The form under the blankets stirred a little and a muffled voice came out. "Go away, and never come back."

The Apple filly rolled her eyes and sat down on the bed. "Now don't be like that. We need to get Scootaloo, and make our plans for tonight."

The form moved a little and the voice of the filly underneath came out once more. "It's too early for this. Please... I'm tired..."

"Sweetie, come on! We need to get organized... and I think we should get Featherweight as well, so we can get our plans with Guardian ready as well."

Sweeties head popped out from under the blanket, looking excited. "Featherweight? He's going to join us?" She moved some of her messed up mane out of her eyes and sat up. "Wait... did you get Guardian to say yes?"

The red maned filly nodded. "Ah did! He promised to show up and he will help us pull some pranks, and might help us get even more goodies! Oh, and yeah, Feather is the only other pony that Guardian seems to like aside from us, and Scoots."

The white filly smiled. "Okay then." She came out from under the blanket and shook her mane. "I need to get ready for the day... I need a shower and to brush my teeth... Should I use perfume?"

"Perfume? Fer what?!"

The unicorn blushed. "Nothing... nothing at all." The filly got up and stretched her legs. "I was just thinking out loud..."

Apple Bloom rolled her eyes as she followed her friend to the bathroom. Sweetie jumped into the shower after she grabbed her tooth brush.

"So, what are you planning on dressing up as?" Apple Bloom asked as took a small moment to check her bow. She smiled as it looked perfect on her mane.

Sweetie turned on the shower and jumped under the water once it warmed up. "I'm going as a vampony again, but Rarity is helping me with my mane and cape. I know that Scootaloo is going as a Wonderbolt. Dash got her a suit a few months ago for her birthday."

Apple Bloom glanced over at her friend. "Oh, okay. I'm going as a Spider Queen." She beamed with pride at her wet maned friend.

Sweetie placed the toothbrush in her mouth. "Thpider fueen? Fat sounfs like fun." She took the toothbrush out. "Is this because of Guardian? You spend a lot of time with him."

The yellow filly nodded. "Enope, and kinda yep. Ah thought it would be cool to dress up with some spiders and stuff, so Ah had this idea for a few weeks before Ah met Guardian. Ah think he'll love the costume." The mare took another look in the mirror and noticed that her fur was dingy and slightly matted looking. "Mind if Ah hop in there with you? Ah was so excited in getting here and tellin' you that Ah forgot to shower."

The unicorn nodded. "We better make it fast, Scootaloo will want to hear this, and I don't know what Feather is up to today."

The red maned filly hopped in after taking off her bow and got her mane wet. Sweetie passed her the shampoo and continued brushing her teeth as she started to hum to herself.

"You sing in the shower?"

The unicorn stopped her humming and looked over at Apple Bloom. "Yeah... should I stop?"

"Heck nah, keep going. Ah like it when you sing, yer pretty good at it."

The shower passes more quickly as Sweetie sang whatever tunes she could remember from the radio, and the pair got out of the shower and toweled off. Apple Bloom was about to leave, but she noticed Sweetie looking at some perfumes in the small cabinet that held the towels.

"You were serious about that perfume thing?"

The unicorn filly looked at the perfume bottle for a moment longer. "Can I tell you something? Like... a secret?"

"Sure you can, Ah won't tell anypony."

"I... I think I have a crush on Feather..." The unicorn blushed deeply.

Apple Bloom stared at her friend for a moment and sighed. "Oh, well um... like, you want to cuddle with him... and even kiss him?"

Sweetie's blush deepened, and she nodded. "He's... sorta cute, and well... he invited me to dinner at his house."

"Well um... will that get in the way of us Crusading?"

Sweetie shook her head then closed the cabinet. "No, at least, I hope not. I love spending time with you and Scoots."

The yellow filly walked over to her friend and hugged her. "Then Ah'm happy for you. We can talk about this later, but for now, let's go get Scoots and Feather and plan our candy route!"

The unicorn nodded and the pair made their way out of the house and to the streets. They reached the heart of the town center and walked among the ponies decorating and getting the festival ready for the night. Apple Bloom spotted the familiar form of the orange filly they were working for.

Scootaloo rode up to them on her scooter. "Hey there, I was about to come get you!" She smiled at the pair and patted the little wagon connected to her ride. "Hop in, we got planning to do."

"We need to go get Feather first." Apple Bloom said as she got in. "Ah got a little news about Guardian, and he's sorta part of our group now when it comes to spending time with him."

Scootaloo rolled her eyes. "Fine, but he better not be in a lame costume."

They trio rolled out across the town and came to a stop a few streets later in front of a small house. Sweetie hopped out of the wagon.

"I'll go get him, and even if his costume is lame he can plan with us." She stuck her tongue out at Scootaloo playfully, who returned the favor and chuckled.

They watched their friend as she knocked on the door, and it was answered by Feather. They talked and shuffled for a moment, and Apple Bloom noticed that both were blushing. A few more words and they walked inside of the house.

Scootaloo let out an annoyed sigh. "What are they doing?"

"Maybe he is showing her his costume... or maybe he's getting his camera?"

The pair watched the house for a moment before Scootaloo talked, in an effort to kill the silence. "So, did Sweetie tell you about my costume?"

Apple Bloom nodded. "Yeah, she said it was a Wonderbolt uniform that Dash got you. Is it cool?"

Scootaloo smiled. "Heck yeah it is! Dash got it for me, and says it's official. It fits perfectly, like a glove!"

The earth filly giggled. "Ah guess that sounds really cool. Ah'm going to be a Spider Queen! Ah got the costume a few days ago, and before ya ask, Ah wanted to be it before Ah met Guardian."

Scootaloo chuckled a little. "Well, I bet he'll love that costume. You spend a lot of time in the forest with him. I'm certain that you are the only pony that would call his friend."

Apple Bloom was about to counter the point but she realized that the pegasus had a point. Guardian seemed to be softer towards her, and actually allowed her to be near him constantly.

"Ah guess Ah'm his friend... but that doesn't mean he doesn't like you and Sweetie."

"I know that." Scootaloo sighed. "But Guardian really seems to like you, like you’re his sister or daughter or something."

The yellow filly looked surprised for a moment. "You think so? Like, he thinks me like I'm family?"

The pegasus shrugged. "Maybe not close family, but he certainly cares about you more than any other pony he's met."

The conversation ended there as Sweetie and Feather walked out of the house and down to the pair. Sweetie looked slightly embarrassed.

"Sorry about that taking so long. Feather wanted to show me his costume, and then his mother wanted to meet me."

Scootaloo gave her wings a few quick flaps of annoyance before rolling her eyes. "Whatever, we need to get going! We have a candy route to plan!"

With that the Crusaders, and there colt guest headed for the club house to plan a very fun night.

Well... that was informative... Silver thought as he walked back inside the manor of Rich, his face in a small frown. This filly, Apple Bloom... she might have seen whatever it is that is living in the forrest. No clue what the farmer was going on about a glowing tree, but this creature that saved her from timberwolves... that might be something else... He paused for a moment as he looked at his compainion, Sea Mint, as she closed the door.

"What?" She said as she noticed his gaze on her.

He gave a small smile. "Nothing, I was just thinking about the trip back." The mare smiled back at him and chuckled. "So, you really think that I should dress up for tonight?"

The mare nodded and giggled. "I think I saw a large bunny suit in town that is for sale. Should I go get that for you sir?"

Silver shook his head. "No, I wouldn't be caught dead in that." He let out a chuckle and shrugged. "I guess I'll stay in the Manor, maybe read up on some things."

Sea Mint nodded and giggled. "Very well... will that be all sir?"

Silver chuckled. "I... think so." He grinned at the mare for a moment. "So... I'll see you later to go to the town festival?"

The unicorn mare nodded and walked down the hall, leaving the stallion on his own. Silver walked to his room and had planned on lying down to think, but found an outfit lying on his bed with a small note.

Dear Silver,

I noticed that you didn't have a costume for tonight, and as it is a holiday that myself and my daughter love, I sent out one of my maids to get you a costume. I think you'll enjoy it. Have fun, and relax for tonight. I'll be out helping the town set up the festival all day, so I hope to see you tonight.

Happy Nightmare Night, Rich.

Silver placed the note back down and glanced over at the costume. He spotted a wide brimmed hat, and what looked like wooden stakes. He spotted the small tag on the costume and inspected it. Helsing the Vampony hunter... So... a monster hunter costume... The young stallion chuckled.

"Thanks Rich. I should show Sea Mint! She'll love this."

He wandered the halls of the manor for a moment until he spotted Sea Mint in the kitchen, helping with the caramel apples that other servants of the house were working on.

He took a moment to look calm and collect himself. "Sea Mint. A word please."

The green unicorn nodded and finished the apple she was working on. "Of course sir."

The pair left the kitchen and walked into the hallway, to hold a semi private conversation. "Having fun with the others?"

Sea Mint nodded. "The serious look doesn't really work for you." She smiled at the unicorn she was walking with.

"I guess you're right." Silver had a small chuckle. "So, I have a costume, thanks to Rich."

The mare looked surprised. "Really... you're not wrapping yourself in toilet paper and being a mummy... are you?"

Silver shook his head. "What?! No! He sent one of his ponies out to get me a real costume. It's a vampony hunter costume." He grinned as he watched the mare begin smiling.

"That's a pretty good costume. Now you have no excuse to not go out tonight. Can I see it?"

The stallion nodded and took the mare to his room and showed off the costume. He placed the wide brimmed slouch hat on and smiled. "What do you think, do I look like a monster hunter?"

Sea Mint walked over and picked up the coat that went with the hat. "I think you'll look great!" She smiled then let out a small gasp. "Wait, I'll go get my costume! I think we might match a little!"

She left the room and returned a few minutes later carrying a pirate hat with a large red feather in it. "I'm a pirate this year! I think we could have an old time theme going for us since both costumes look alike." She placed the hat on her head. "Put yours on! I wanna see what you look like."

Silver chuckled as he put on the full costume and found a small prop crossbow next to his pillow. He struck a pose and tried his best to look scary. "Well, what do you think?"

Sea circled him and grinned. "Like all vamponies should run from you."

The stallion chuckled and beamed. "Well... what about yours?" Silver asked as he tilted the hat back a little.

"My what?" She answered back, looking confused.

"Your costume. You should put it on." He motioned to the rest of the pirate uniform she had placed down on his desk. "I mean, right now you look like a pirate maid."

Sea Mint's face brightened at the idea. "Sure! Let me just toss my uniform off."

As she began taking the outfit off, Torch felt his face warm and looked away. He couldn't watch her undress; it would be rude after all. Silver decided that his nearly empty bookcase was suddenly very interesting. Sea Mint removed most of her outfit and was about to remove the short skirt when she noticed his behavior.

"What's the matter?"

"You're undressing. It's rude to watch a pony undress." He spoke, but didn't look at her.

"Why? Ponies walk naked everywhere. Heck you haven't worn anything all day until now."

"I..." He stopped as he realized just how ridiculous he was being. "You have a point... sorry."

Sea Mint removed her skirt and shook it off, revealing a cutie mark showing a pair of fuzzy pink dice over a dark red heart. Silver found himself surprised by the mark, and couldn't stop looking at it until the pirate high heeled boots covered most of it, followed by the coat she brought.

"See something interesting?" The unicorn mare giggled and smiled playfully at Silver. "I know, I know, I'm an awesome pirate."

Silver nodded. "You look like a real pirate." He hesitated and then cleared his throat before speaking. "Um... I saw your mark... not what I was expecting for a maid."

"I'm only a maid for your family for a while. I'm still looking for other work, but I'm not going to turn down a good paying job." She shrugged and walked up to Silver. "So, wanna go walk around town and have some Nightmare Night fun?"

"But... it's only three O'clock..." The stallion looked confused. "I think we should wait, and maybe talk for a while..."

The mare huffed a little and sat down on the bed. "Fine, what do you want to talk about?" She patted the bed next to her to invite Silver to sit down. "Also, this is a nice bed."

"It is." Silver sat down on the bed. "I was wondering if I could ask you something... about mares..." He gave a small cough and felt his cheeks warm.

"Oh? What about mares do you want to know?"

"Well..." He took his time to tell Sea Mint all of the details about his visit to Fluttershy's home, and in particular all the things he felt when he met the blue mare that left the cottage. "And well... I sorta wanted to know what to do about all this... I felt so weird about it."

"Have you talked to her?" Sea Mint asked as she stretched out on the bed.

Silver shook his head and frowned. "I said hi... but that was all I could really say. Should I talk to her if I see her again?"

The mare shook her head. "Sounds like all you were thinking with was the downstairs brain. Besides, you don't just fall in love with somepony you just met. You need to get to know them a little."

"Like how I'm getting to know you?"

The unicorn mare looked up and could see the innocence in the question on Silver's face. She smiled gently at him. "Yeah, like how we are becoming friends. All relationships start small, then grow into something more."

Both shared a smile and for a moment they just looked at each other’s eyes, Silvers bright near white eyes and Sea Mints deep red. The pair broke the gaze and both blushed a little. Silver gave a small cough and looked over at his desk. His gaze was drawn to the small letter he received a few days before from Rich. He got up and picked up the letter, and the photo dropped out.

"What's the matter Silver?"

He picked up the photo and recognized the small yellow filly in the picture. "Well... crap... I was planning on talking to this filly, and I missed my chance." He showed the photo to the young mare. "She was the one that passed us on the road."

Sea Mint looked at the picture. "Well, she was nice, and you know where she lives, so you can always talk to her tomorrow or maybe some time later while we're here."

The stallion nodded. "I guess so." He sat back down on the bed and just flopped onto his back. "So... how does one trick or treat exactly?"

The gentle white light of the Arbor Lunae danced around it's grove. Guardian bathed in the glow and took in a deep breath as a small tendril of energy touched a bruised portion of his body and he felt a soothing coolness on his carapace. He let out a sigh and closed his many eyes.

This tree has a cruel sense of humor. He felt another tendril heal his weak knee and strengthen it to perfection. It nearly kills me in an instant, but decided to heal each injury one at a time, over hours of time.

His eyes opened, and he looked towards the sky. A narrow opening in the trees gave him a small window to look at the late evening sky.

"I should head out to find Apple Bloom and her friends. This Nightmare Night celebration sounds important to her."

He watched another tendril move towards his face and connects with his injured eyes. A warmth and soothing sensation filled his crippled eyes and restored sight to the blinded ones, and cleared the blood from the others. With that final healing touch, the energy beams receded from the large creature and faded away.

I almost wish this thing could talk. It would be interesting to see why it heals me every time. A moment passed as he moved to the small gap in the trees. Almost. He spun webbing over the gap and ascended the trees, closing the entrance to the grove.

He reached the top of the tree's and spun the last of his webbing as he looked back down to the glowing tree. He blinked a few times and moved to the top of the tree's to gaze upon the stars and the full moon.

This night is brighter than the others. I have a feeling the Princess is looking forward to tonight, with this visit to the town, and a celebration in honor of her night.

Guardian moved down the trees, making it to the ground outside of the grove. Let's find some fillies and there colt friend, and join the festivities. The large creature almost smiled at the thought but his stone like features remained unmoved. He made his way through the forest and stopped as he spotted the form of Zecora moving along the path leading out of the wooded lands. He moved to the trees lining the path and moved parallel to her.

"Heading to the town for the festival?"

The Zebra gave a slight start at the sudden companion, but she regained her composure after a moment, adjusting her mane and checking her outfit. "You startled me a little my friend, I did not expect to hear from anypony until the festival I much attend."

Guardian moved lower in the trees to carry on the conversation. "I'm entertained by the attire you have. Is it something Zebra's wear often for this festival?"

Zecora shook her head. "Tis a tradition for me to spin some tales, many of which would make strong stallions pale. This happens to be the only costume I own, though I rather enjoy dressing as a great crone." She smiled at Guardian and continued moving along the path. "What brings you to this path of the forest, on the day of celebrations of the end of harvest?"

Guardian moved down onto the path itself and walked alongside Zecora. "I was invited by the young Apple Bloom to join the festivities for fun, and I am entertaining her wishes for me to join the 'fun' as she called it."

The zebra chuckled. "She thinks of your rather fondly, I hope you treat her and this festival rather gently. Try to enjoy the fun, and eat some candy as the day is done."

The large creature next to the zebra looked ahead of the path. "Perhaps. I think tonight will be... entertaining to say the least."

As the pair made their way along the path, Zecora shared one of the stories she would tell that night. She told him the story of a headless pony. Much to Zecora's surprise, Guardian began chuckling at the end of her story.

"I have not heard such a story like that in a long time. You have a talent for telling stories." Guardian looked across the open field as they left the wooded portions of the path. "I shall head off to meet the foals. I may see you later tonight, if they go to hear your tales."

The zebra gave him a small farewell and headed off down the path. Guardian moved across the field and reached the edge of the farm quickly. He made his way through the orchard, stopping only for a moment to pick an apple, and found the small clubhouse with the fillies and the colt he was looking for.

Guardian heard the muffled voices of the young ponies inside, and chuckled as he detected the excitement in there tones. He moved up the small ramp and was at the door when the voices became clear enough for him to detect both who was saying it and what they were saying.

Sweeties voice came through first. "So, you really think we should hit my neighborhood first? I mean, it would be easier if we started on the other side of town first. After all, not as many foals live there, so we can get the good candies first."

The accent of the yellow filly reached the large creatures ears as he placed a hoof on the doorknob. "Well, Ah think it would be more efficient with the spiral pattern. Pinkie uses it every year, and we all know how much candy she gets." A slight pause. "Is she wearin' that chicken costume again?"

A deeper voice of a colt followed her question as the clubhouse door opened. "I have no clue, but if she does, I wouldn't be too surprised."

Guardian walked into the room and scanned the four young foals. He noticed the blue and yellow outfit on Scootaloo that bore some sort of eye wear he didn't recognize. On Sweetie Belle, he saw a long cape with a high collar, along with something the large creature could only guess was a foal sized corset, and her mane was draped over her left eye and straightened, and next to her was Featherweight in a wide brimmed collared suit with a ruffle on the front of his shirt and he was smiling, showing false teeth with fangs.

The Arachnapony stopped just beyond the doorway and studied the yellow filly he had been invited by. She was in a dark red dress that was form fitting, and had a strange thin cloth on her hooves and legs that looked like black spider webs that connected to the red cloth. All over her leggings were small spider-looking things that shined in the lamp light. Her mane was done up into a tight bun with white cloth that was supposed to emulate webs. She has a dark red makeup that matched her lipstick.

Apple Bloom was about to talk, but she looked over to the doorway as a breeze ruffled through her costume. "You made it!" She got up and ran over to the large creature and hugged him. "Ah would complain about the lack of costume, but you look right for the holiday."

Guardian chuckled and gave the filly a small smile. "I couldn't say no to making sure you four stay out of trouble."

Apple Bloom led him over to the other foals and sat him down. She pulled a map off a box nearby and then pointed to it. "This is our candy route this year. We are gonna get so much candy this year!" She smiled up at the large spider like being.

Guardian only gave the map a brief glance as a few of his eyes noticed little unicorn, and the colt sitting very close to each other, very close to cuddling. Matching costumes and she's blushing... first these two and then Macintosh and Twilight. Why is it that so many ponies are falling in love around me? He chuckled internally at the thought and for a moment wondered whom the other two fillies would fall in love with. His attention was drawn back to Apple Bloom as she stood on the box and looked rather proud.

"Ah think it's time to go get our candy horde! Let's go!"

The four foals cheered and jumps onto their hooves and headed for the door. Guardian got up and followed them out of the clubhouse and too the town. He moved to Apple Bloom and stopped her for a moment and began picking out all the fake webbing.

"What're you doin'?" The filly asked him, looking concerned for a moment.

Guardian removed the last of the fake web and tossed it up onto the clubhouse patio. "Making the costume better." He spun a small amount of his own web and weaved it into her mane and collar. "There, now you are a real spider pony." He smiled down at the filly and motioned for them to continue their trip to the town. The smile on the fillies face was all the larger creature needed to make this trip worth it.

The Princess of the Night gazed upon the stars, her attention focused on her moon and small cluster of stars it was moving over. Her chariot flew through the crisp night air and began descending on the small town below her. This flight will lead to an interesting night. I have a little bit of investigating to do, but I think the ponies need me to scare a few foals first... and that tribute shouldn't go to waste. She smiled at the thought of all that candy. She looked at her guards that pulled the cart and grinned at them as they worked.

Her gaze turned back to the skies and one of her charioteers gave her a small look then returned to his work. The guard couldn't remember the last time he saw the princess this excited about Nightmare night. Despite her best attempts to look calm and composed, she was bouncing in place in excitement and kept giggling to herself.

The guard turned to his companion and talked loud enough to be heard over the wind, but quiet enough to not disturb the princess.

"Captain, have you seen her so happy? She's practically giggling in joy."

The other guard took a quick glance to the princess then back to the landing they were in the process of making. "She hasn't been this happy in a while." She also has been excited about something other than the holiday for the last three days.

Both guards spotted the town square and moved the chariot to the ground. The landing was rather gentle and the wheels made only a small thump on the ground. The princess walked off her chariot and looked to her guards.

"I think you two can go enjoy yourselves. After all, it's a holiday." She smiled at them both as they unhooked themselves from the harnesses. "I shall be playing my normal Nightmare Night role, so feel free to mingle."

The captain and the guard bowed and watched as the princess moved to the beige mare that walked over to them. The pair walked away after a moment and headed through the town.

"What are your plans tonight, captain?"

The officer looked over to his companion. "I'm going to walk around for a while. I think I might find something nice to get Lyssa, after all the candy and sweets of course." He noticed the stallion next to him was walking around as if he had lived in the streets. "You seem to know your way around."

"I've been a charioteer for Luna on Nightmare Night since we awoke, captain. I've had some fun around here with the festival... and met some interesting ponies here."

The captain followed the young ponies gaze and noticed him looking at a pink mare walking around a bakery in a large feathered costume. "Just talk to her, instead of just gawking at her."

"If you say so sir, but to be fair, I think she might be taken. Hard to keep single when your that... pretty, and energetic." The stallion chuckled and sighed. "I doubt I stand a chance, but who knows, maybe she'll remember me when from when I visited."

The officer chuckled some more at the young guard. "Best of luck to you then. I'm certain she's waiting for you, lover boy."

The younger stallion laughed and moved off towards the pink mare. I swear, every time a member of my guards falls in love they act like a foal. He rolled his eyes and continued his walk along the streets. At least he's got something to enjoy and take his mind off work. Sammael stopped at a small stand that was giving out small bats made of candy and took a bite out of it.

The princess is off doing her own little mission, and the private is trying to court a mare. What should I do for the night? He paused and looked around, seeing lots of ponies having a good time as the festival began to reach its full stride. Maybe I should relax a little... and see if those caramel apples are as good as they look.

Slinking to the shadows, Guardian watched his foals, as he had for hours, and enjoyed seeing them compare candy they had just gotten. Their smiles and excited voices told him that they were having plenty of fun. As the group came closer to the center of the town, he could smell sweets being baked, cider being poured into waiting mugs, and the sound of chilling music, and laughter.

He moved to another roof after checking his surroundings, and spotted a low hanging cloud with a pegasus on it. The pegasus was chuckling to herself and stomped on the could to shoot a small lightning bolt at a small group of ponies. He watched the mare laugh as the group shrieked and ran off.

That must have been a prank... a bit dangerous, but amusing.

His attention was brought away from the prankster pegasus and to the pair of ponies that approached the foals he was accompanying. The pink mare was bouncing around and seemed to know the trio of fillies really well; however it was the stallion she introduced to them that interested him much more.

The dark stallion looked normal, except for his bright yellow eyes, and his bat like wings. They survived... he must be a descendant, and the armor suggests that they still serve as guards... He moved closer to the edge to study the stallion as the pink mare talked.

"So, howya guys doing with the candy?"

Apple Bloom looked at her sack. "Pretty good! We are nearly finished with the route we planned. Thanks for the advice last year, it's really paying off."

The pink mare smiled brightly and nodded. "I know all the best ways to get candy." She grabbed the stallion and dragged him over to show him off like a toy. "This is my friend Wind Vane. He’s visiting me while Luna is here."

Wind smiled at the foals as Pinkie held him a foot in the air like he was nothing more than a doll. "Hey there. I work for the princess, so I get to visit every year. This festival is pretty fun huh?"

The foals agreed. Apple Bloom nodded and looked around for a moment. "So... where is the Princess?"

Wind thought for a moment. "Well... she said she wanted to do something before she took part in the scary stories. I think it had something to do with the Mayor or something." He smiled reassuringly to the group of ponies. "Don't worry. She wouldn't miss this festival for anything. She's been really excited about this one this year."

Guardian moved closer to the edge of the shadows and studied the stallion more closely, but as his eyes drank in every detail of the bat guard, he failed to notice the cloud drifting closer. The pegasus on the cloud likewise failed to see large creature on the roof as she spotted the pink pony below. Dash grinned and readied herself to prank her friends.

As Dash brought her hooves down to make a loud thunder crack that she realized something was wrong. Something was changing the electrical energy in the air to curve towards the house. What the heck... She barely finished the thought as he hooves hit the cloud, jetting our the energy she built up and watched in horror as the blot of energy shot towards the roof of a nearby building.

Guardian felt his fur stand on end and turned a moment before he saw the energy shoot towards the house he was standing on. Instinct took complete control of his body, and he leaped out of the path of the lightning and into the air. He gave only a moment to see the shocked look on the mare’s face, before he looked to the ground and saw that he was going to land on top of the pink mare.

He braced himself and used his hooves to grab the mare and force her into a roll, to prevent her from being crushed under his weight. The pair tumbled for a moment as the thunder crack deafened and frightened all the ponies nearby.

The pair rolled twice, Guardians small claws holding onto Pinkie, and they came to a stop as the larger creature dug his hooves into the ground. He stood over the mare and did a quick mental check of his body. Well... this landing wasn't so bad, I've had worse. He spent a moment looking over the mare and found that she was perfectly fine, and much to his chagrin, full of energy.

"Hiya mister spider guy! Nice costume!"

The large creature was going to respond but a shrill scream from a pony a few yards away grabbed his attention. A deep maroon mare was screaming and shouting to any other pony nearby.

"Something is attacking Pinkie! Where are the guards! Help!"

All good things come to an end… Guardian got off of the pink mare and looked around to see a crowd of ponies looking terrified. Well, I think now would be a good time to leave. He gave Apple Bloom a quick look and felt a pang of guilt. There goes her evening of fun...

He spotted the mare on the cloud moving towards him, an angry look on her face. "Get away from my friends!"

She darted through the air, and aiming herself at Guardian. The large spider featured creature sidestepped her at the last moment and watched her almost hit the ground. Sloppy form, and very brash. I really hope she's not a guard.

Rainbow Dash turned herself around in the air and spotted the large creature climbing up a nearby building. She darted after it and was about to catch the large hairy beast but as she closed the gap it leaped from the building to its neighbor and made it to the roof.

Guardian found it rather amusing that the pegasus smacked into the wall, and he even grinned as a long, and very loud string of cusses followed her impact. He sprinted along the roofs, taking only a moment to spot the forest. He leaped across a street and landed on yet another rooftop, and as he landed he could hear the sound of wings flapping. Looking back he spotted the pegasus mare flying after him. She's determined, I'll give her that.

Dash watched as the creature she was chasing leaped across the rooftops with ease, and landed without making a noise. She was impressed by the dexterity such a huge beast could have, but she refocused on knocking the creature around for attacking her friend, and scaring Scootaloo, and her friends. The pegasus picked up speed, and was almost upon the beast before it darted to the left and began running along the side of the buildings, it's hooves gouging holes in the wall, and his claws holding the gutters to keep it from falling.

What the heck is this thing... She changed course and looked ahead to see the edge of town, and the forest coming very close.

Guardian tilted his head so his smaller eyes could focus on his pursuer. He noted the burst of speed she put on, and the fact her eyes kept shifting from him to his destination. She can connect the dots as well. Maybe she is a guard... maybe she had the night off, unlike the other one. Guardian rolled onto the roofs as the pegasus made a dive at him. She can fly, I'll give her that much, but this is getting annoying.

He spotted the edge of the town and leaped from the roof to the ground. He galloped quickly through the open grass and quickly made it to the edge of the forest, stopping only for a moment to see if the mare was still following him. Much to his annoyance she was darting towards him, like a prisim bullet.

Oh come on, just give up! He snorted in frustration, and moved into the forest. He leaped up into the trees, and sank into the shadows of the higher branches. He gazed down from the darkness upon the mare as she stopped in flight once she entered the forest and started looking around for him.

She let out a frustrated sigh and punched a nearby tree. "What kind of coward hides! Stupid monster! Come on out and face me!"

Guardian scowled. He knew she was only mad, and that she was venting, but the word monster rang through his ears, and he felt it light a blaze in his chest. She wants to see a monster? Fine, I'll give her a monster. He moved down the tree, into the moonlight, and snapped a branch loudly.

"Ah ha! Got you!"

Guardian snorted and began leaping through the trees and made his way deeper into the forest, making sure that the pegasus never lost sight of him, but was always just out of her reach. Every time he would slip out of her reach, the mare let out another curse and flew at him faster.

The massive creature looked ahead, and spotted a silver glimmer in the moon light. He put on a burst of speed and landed lightly on a small branch. Just as the mare was going to hit him with all her might, he leaped up into the shadows.

Dash didn't even have time to react as she slammed into what felt like several ropes. The wind was knocked from her lungs and she felt her wings make contact, but as she started to move backwards after the impact she felt something wrong. The ropes stuck to her and her wings. A moment passed as she got through of the daze of the impact.

"What the heck is... this stuff?!"

The mare struggled and pulled against the sticky ropes, but the more she struggled, the more the silver ropes wrapped around her body. She looked around in panic as she realized she was stuck in, not ropes, but a massive web, and that she hadn't been the first thing caught in it.

"Help! Help! The beast has me trapped!" She screamed, and spotted Guardians dark eyes glinting in the moonlight. "Let me go, you monster!"

A deep growling like noise came from the creature. "I'm the monster?" The deep voice sent chills down the mare’s spine as it was filled with a malice she could almost feel on her skin, like the webs on her tangled body. A deep chuckle reached her ears was far more threatening than mirthful. She felt the webs vibrate and move slightly as the creature was moving towards her, as its eyes came closer.

"I'm the monster when I have caused no harm, done no damage, and have only done the best I can... funny, how the pony that shot lightning at me and chased me across a town and into a forest is saying that I'm the monster."

Guardian moves along the webs and stopped just short of the moonlight coming down from the treetops. "No, no, I'm not the monster. I've seen monsters work, and they are far more terrifying than I ever could be. They attack those they don't understand, in fear and anger, and they destroy that which they hate."

The massive creature moved into the light, and for a moment Dash felt her heart stop as she was stared down by the piercing gaze of the eight eyes before her. Her mind screamed for her to fight the webbing, to get free and flee from this terror before her, but her body was frozen in fear, and her only response was to stare at the massive beast.

"I've watched my kin be defamed, attacked, and slaughtered, and all the while, we were the monsters! I will never forget the faces of every one of my kind that I lost, and could not save from the 'morally righteous' beings that destroyed us!" Guardian moved closer and was merely inches from Dashes face, so close that she could smell his breath, and feel the heat from his body. She smelled something rancid on his breath that could only be death, and saw the sharp fangs within his mouth. "I will never forget the ones that called us monsters because they were scared of us, and that they took it upon themselves to eradicate us from this world! You're mentality is a disease that has killed all of my kin but me, and yet I, a creature that has never killed an innocent pony am the monster! No, I have seen the faces of true monsters, and they are not my kind. They are your neighbors, and you tolerate them."

Dash's horror grew as the creature before her scowled, and then went beyond a scowl to something more primal than even hatred. "A real monster would have killed you, and yet I'm talking to you, right here and now. I could kill you so easily." In a blur his fang and head were less than a inch from her neck. He hovered there for a moment and slowly moved up to her ear, his breath hot, but chilling to Dash. "But I won't. You are young, and as such you can still learn to be better than this."

Guardian slipped back into the shadows his eyes never breaking with Dash's. She lost sight of him, and for a fleeting moment, she hoped that the massive beast wouldn't leave her there in the web. A moment after that terrifying thought passed through her mind she felt the webs become loose, and she began to fall. She braced herself as she saw the floor of the forest coming at her, but she never felt the impact. She opened her eyes and saw the ground was just below her, and that some of the web had been used to slow her fall. A moment later the webs were cut, and she fell to the ground.

"Leave my forest, or next time, I won't be as kind to you. Insult me again like you have tonight, and you will never leave this forest again."

Rainbow Dash looked up to the branches of the trees and spotted only a glimpse of the large creature moving into the shadows. The rational part of her mind told her to remove the webs, but she was far too terrified to care and ran through the forest to get away from the nightmare fuel that was her encounter.

Guardian moved through the tree's, fuming over the words of the mare, but a small part of him was very glad he didn't hurt the mare, at least not physically. He reached the grove that the Arbor Lunae dwelled in and moved along the branches, and caught a unusual scent on the wind. He moved into the grove and spotted a figure standing near the tree.

I've just about had it with ponies tonight. He moved in and was ready to strike if the pony moved closer, but he spotted something that made him relax. He moved down the tree and moved up behind the pony and bowed.

"Belial, I thought you would have been here sooner. I did leave you an important task."

Guardian looked up. "A thousand pardons, I had other responsibilities tonight that needed my attention."

"Rise then, and greet your princess properly."

Guardian got up and looked upon the princess of the night. She smiled at him and looked at the tree. "We have much to discuss my Guardian."

"Yes, my Matriarch."

Author's Note:

Happy Nightmare Night!
Wait... damnit I missed it! What's the next most terrifying holiday? *searches around through several calanders* The hell is a Valentines day? Screw it, it sounds scary enough to me.

Sorry about the delay for this one. Couldn't get in the writting mood, but now I think I found it again.