Twas a long time ago, longer now than it seems,
In a place that perhaps you've seen in your dreams.
For the story that you are about to be told,
Took place in two far away worlds of old.
Now, you've probably wondered where holidays come from.
If you haven't, I'd say it's time you've begun.
A heavy mist settled over the Everfree Forest, making it quite difficult to navigate for the ten or so frightened fillies and colts led by Pinkie Pie: not that they minded it. Could there be a more fitting setting for getting into the mood for the spookiest holiday of the year? Maybe, but only if the trees were filled with cobwebs while a thunderstorm brewed overhead. Well actually, there were a lot of the former as they neared the hut of the town's resident zebra, albeit fake ones... she hoped.
You see, Zecora loved Nightmare Night more than anyone else. Pinkie guessed that it was probably due to the fact that she could really cut loose with her potion skills, as evidenced by the way she suddenly appeared before the group with a puff of green smoke, startling them into a scream.
"EEEEEEP!" Pinkie cried, quickly darting behind a tree, her younger companions following in her lead.
Also, she probably just liked scaring people, though the pink pony guessed she liked it so much because she was doing so voluntarily now, and she was super good at it, too.
"Zecora!" Apple Bloom smiled after her heart finished leaping out of her chest, peeking out from behind her tree.
"Hello again, my little friend, I hear it's that time of year again," the zebra smiled back.
"Yep! Can you tell us one of your spooky stories!?" Pinkie pleaded. "Please please please please please!"
"I have something better than that, dear mare, but for that you must enter my lair," she said, putting on the best wicked grin she could muster.
"Ooo! Ooo! What is it?! Did you grow a giant spider?! Or maybe a giant octupus?! Wait! I bet it's a giant spider-octopus!"
"For that you have to come and see, if this group is filled with brave colts and fillies."
"Come on Zecora!" Scootaloo cried, grinning slightly. "Could we get a little hint?"
The zebra merely gave a chuckle at that, shaking her head and leading the way to her hut, singing as she moved along:
"Fillies and colts of every age,
Do you want to see something strange?
Come with me and you shall see,
A world beyond your wildest dreams."
After a minute or so of walking, Pinkie entered her hut, thoroughly excited, though naturally a bit wary. The first thing she noticed was that Zecora was brewing something in her center pot.
"Ooo, what's that?" Pinkie said, actually refraining from darting over to it, instead moving to it in a cautious manner.
"Take a look, though you must give heed, for there is a no more curious sight to see."
With that, the group moved closer to the pot, though peering into it Pinkie saw not a bubbling green brew, but an image of Ponyville through what seemed to be water... though it was slightly off. The air was thick with fog, sort of like the Everfree Forest, but through it she could see buildings somewhat resembling the town's, though dissimilar in many ways. For one thing, Twilight's treehouse had lost its leaves, and now was just a dormant, dead husk. Sugarcube Corner was missing most of its candy, save for candy corn, and the Carousel Boutique seemed to be covered in cobweb, had a black and red coloring scheme, and the usual ponies on the carousel were replaced by bat-winged pegasi resembling Princess Luna's night guards.
Zecora took a step towards them. "Gaze closer for a better look. Turn the page of this twisted book."
"Zecora, w-what is this?" Pipsqueak asked, more frightened than curious.
The zebra gave a smile. "A realm beyond the veils of space, where our counterparts show their grace."
"C-Counterparts?" Pinkie asked.
"Again, lean closer my pony friends, and then your questions will meet their ends," Zecora pressed.
At that, Pinkie squinted an eyebrow and did that, the fillies and colts following in her lead only for-
"BOOGA BOOGA BOOGA!"
A black eyed, pale-furred version of Rainbow Dash to fill the view, her distorted, dark voice echoing about the hut.
"EEEEEEEEEP!" the group screamed, scurrying away from the pot.
"Whatwasthat?! Whatwasthat?! Whatwasthat?!"
"Oh my gosh! Rainbow Dash has been turned into a monster!"
"Everypony run!"
The group then barreled out of the hut and towards the exit of Zecora's domain.
The zebra let out a sigh at that, as the alternate Rainbow Dash rolled on the dead grass of the other realm in laughter.
"Oh my gosh! Did you see the look on their faces?! That was freakin' hilarious!"
Zecora gave a grunt. "It was a good scare, Rainbow Death, though it seems now I must clean up this mess. I do not want Ponyville truly fearing me, again an outcast I do not wish to be."
"Bah, it wasn't even that great," she said, still chuckling slightly. "I came up with that in like five seconds. It just shows how soft your world's getting. They no longer know the meaning of fear!"
Zecora gave a nod in agreement. "I'm afraid to say what you must hear, the truth is that true horrors they cannot endear."
"Exactly!" Rainbow said. "If they can't take something like that, what are they going to do when they go up against the real horrors of life? Like death, or eating alfalfa, or filling out W-2 forms, or accidently walking in on their parents-"
"I do believe I understand, and perhaps you would consider constructing a plan." The zebra then lifted a hoof. "Though it would be prudent for me to say, the group our Pinkie leads likes being afraid."
"Bah, they weren't faking it," Rainbow Death grunted, twirling the scythe she carried absent-mindedly. "That was true horror in their eyes! Don't try to take away my shadow swag!"
"Um, Rainbow," a voice called from behind the death-like mare, it coming from a red-eyed, pale-furred, and fanged version of Fluttershy. "They're about to begin the ceremony."
"Ugh," Rainbow groaned. "I'm coming, hang on; I'm just talking to our friend here on the other side. Say hi!"
Smiling slightly, the yellow undead mare gave a light wave.
Zecora returned it. "Hello to you, dear Flutterfright, I hope you're having a fun night?"
Flutterfright gave a slight, shy nod, her fangs glistening in the moonlight.
"Whelp, seeya later Zecora. It's time to begin the fun! Because you know what this week is, right?" Deathie said, winking.
The zebra raised an eyebrow, and at that the entire town burst into song as she continued to watch in awe:
"Far beyond the veil of space,
Lies a timeless haunted place,
And once every year we give great care,
To grip a world in the greatest snare!
This is Nightmare's Eve, this is Nightmare's Eve!
Pumpkins scream in the dead of night,
This is Nightmare's Eve, everypony make a scene,
Trick or treat till the neighbors gonna die of fright!
It's our town - everyghoul scream,
Cry to the moon on this midnight eve!"
With that, a large gathering took place near a ghostly, twisted version of Ponyville's town hall, its white, lovely pillars replaced by dark, slithering green ones dripping with liquid of the same color, and at the top stood a dark figure of a unicorn, its face and body hidden by a cloak save for a horn that was currently conjuring a thunderstorm above. Twirling around her flew a transparent version of Rarity, a surreal, ghostly glow hovering about her form.
"I never bothered giving life a chance,
I've heeded to the next one's dance,
And to this world beyond above,
I shall give my own form of love!"
"This is Nightmare's Eve! This is Nightmare's Eve!
Bow down to the goddess of the blood-soaked streets!
This is Nightmare's Eve! Red n' black, slimy green!
Fly off to their world with a banner of shrieks!"
A grinning, surreal version of Pinkie then entered the scene, her fur nearly entirely burnt off her to reveal sickening, charred skin. Squinting, Zecora could barely make out a strange glove she was wearing which held five long, silver claws.
"One and two I'm coming for you,
Three and four better lock your door,
Seven and eight gonna stay up late,
The dreams of all are mine to make!"
With that, a bolt of lightning struck near the town hall, revealing a grinning, wicked smile of the hood wearing unicorn. She herself then conjured a bolt, it striking the ground below, and from it rose a multitude of decaying corpses.
"This is Nightmare's Eve, this is Nightmare's Eve!
Nightmare's Eve! Nightmare's Eve! Nightmare's Eve! Nightmare's Eve!
In this town - we call home,
Everyghoul hails to the Lich Queen's song!"
At that, the song ended, a single sound of clapping hooves being the only thing heard over the thunderstorm, it coming from the cloaked figure. Lifting her hood, a rotting version of Twilight's face could be seen, white eyes glowing in the dark.
"That was so wicked, everyghoul!" she beamed, smiling merrily. "You guys really went and made it ghastly this year!"
"Thanks, Twilight!" the dream demon version of Pinkie beamed.
Rainbow Death gave a grin. "Heh, well it only comes once a cycle."
"And we wouldn't give making it horrible for the world, my dear," ghost Rarity smiled. "You definitely deserve it."
"Thanks, Scarity," Twilight smiled, before sighing slightly and levitating herself down to the ground, the storm still brewing overhead. "Still, I don't think I've earned it..."
"Nonsense, sugar, noghoul works harder for Nightmare Night than you," a version of Applejack with long, orange fur called, yellow eyes twinkling.
"Maybe," Twilight grunted. "But this year, I want to truly earn your praise!" With that, she took a deep breath. "I'm sick of tired of Nightmare Night just being treated as a corporate holiday on the other side, with people spending instead of scaring or caring! Yuletide the gift pony might be fine with this, but I'm not, and neither is the Spring Bunny I believe. I've actually heard rumors that he is about to call it quits!"
A series of gasps could be heard at that.
The Lich Queen narrowed her eyes. "However, we're not doing that, nor are we going to give in, are we?!"
"Heck no!" everyghoul cried. "Not this town!"
Twilight nodded with a smile. "Our purpose has and always will be to show the Equestrians that there is always something more to fear, yet lately we've been abiding by... certain limitations." She then struck a hoof on the ground, a determined gaze setting upon her. "I say no more! This year, WE WILL SHOW THEM THE MEANING OF HORROR!" she roared, her voice giving way to a demonic distortion, the town letting loose another brilliant cheer.
"Ooo! Ooo! Are we going to read to Ponyville one of Princess Trollestia's Queen Chrysalis clop novels?" Pinkie grinned.
"No," Twilight groaned.
"How about one of Lyra Heartstab's human in Equestria fics?" a version of Colgate wearing a cracked hockey mask and wielding a giant tooth brush said, this one carrying spikes instead of bristles.
"Hey! You said you liked them!" Lyra growled, her wearing a strange, pale-faced mask and twirling a bloody kitchen knife.
"Yeah, the first ten..."
"No!" Twilight shouted, gaining the town's attention yet again. "No, this year we're going to show Ponyville our special talents... to their full extent, and only reverse them at Nightmare Night's end!" she declared. "There's nothing more frightful than a real zombie apocalypse," she said, nodding towards a small undead army gathered around her. "Or a real vampire on the loose, biting everything that moves!" she continued, gesturing towards a blushing Flutterfright. "And the six Elements of Fear will lead the way: assimilation and enslavement, our inner animal, what lies in the night, our dreams turning against us, death itself and what lies beyond it!"
"Oooh, this is going to be so grotesque!" Rainbow Death grinned. "Do I actually get to kill somepony this year? My list has been kind of short lately thanks to all those new healthcare reforms Princess Celestia has been establishing..."
Twilight shook her head. "Nopony dies except via heart attack, and you're going to revive them if they do."
"Dawww, you take the fun out of death, you know that?" Rainbow pouted. "Though doesn't being turned into a zombie technically count as dying?"
The Lich Queen gave a smile, turning towards her small undead army. "I don't know, how are you guys feeling?"
"Na-Na-Na-Na. Feelin' alive. Feelin' alive.
Na-Na-Na-Na. Feelin' alive. Feelin' alive."
"There you have it. They're alive!" Twilight said.
"You made them say that!" Rainbow argued.
The Lich Queen gave a slight chuckle. "Mmmm, maybe, but if they were dead could they do THIS:"
"Cus this is Thriller! Thriller night!" they sang, putting on a well choreographed dance.
"Now that is what I call a dance number," Scarity said, raising her eyebrows with a smirk.
"Yes, though the zombies I'll be making are more of the mindless variety," Twilight said, before giving a sigh. "And yes, they'll be technically dead, but they'll be changed back at the end of Nightmare Night!"
Someghoul laughed in the crowd, her being a sideways baseball cap wearing Vinyl. "You know what, this does sound freakin' dastardly, though I've been scaring ponies the good way before it was cool: with Dave Mathews Band." She then popped a record into a player she happened to be standing near, and Zecora soon had to cover her ears.
"When you hold my hand time stands still,
When the love in my pain fills my heart,
It's your love that heals."
"OH GOD ITS SO CLICHE!" a horror pony shrieked.
"Turn it off! Turn if off!"
"No! Kill it! Kill it with fire!"
"Bahahahah!" Vinyl cackled, before a demonic, horned version of Spitfire actually lit the record player on fire with a mane that seemed to be literally composed of black fire. "Hey! That was expensive Blackfire!"
"Worth it," she smirked. "We're not in heck yet, you know."
"Mmmm... I don't know," Flutterfright squeaked, raising a hoof. "Don't you think we're going overboard? If you don't mind me saying..." She then turned to another pony. "Don't you think so, Applemoon?"
"Yeah, scarin' folks is one thing but we might cause mental scarring or somethin'", the werewolf version of Applejack said, her spiky teeth glistening. "I aint one of those devil-lovin' mind-readin' blood-suckin' psychologists though." She simpered towards Flutterfright at that. "Er, no offense."
"None taken," she eeped.
"I understand this, but desperate times call for desperate measures!" Twilight grinned.
"Yeah, quit being such pansies and start acting like you live here!" Rainbow growled.
The town roared in approval.
"She's right! Let's do this thing!"
"Down with corporate Equestria, man!"
"For our holiday!"
"Oh this is going to be bloody sickening!" a grinning, grey version of what Zecora assumed was the Doctor cackled. "Here comes the drums! Hahahahaha!"
Twilight gave a broad smile of approval before turning towards another pony in the crowd. "What do you think, Slendermare?"
A bizarre, faceless mare of a pony with smoky tendrils licking off its back gave a curt nod.
The Lich Queen then narrowed her eyes, her smile turning to a wicked smirk. "Then it's settled! Let's make this happen!"
At that, a horrible bout of laughter came from above, the entire town gazing towards the heavens, glee forming in their eyes.
"These are desperate times indeed, Twilight Soulshard," a powerful, Royal Canterlot like voice called from above, a dark figure descending from the heavens. Zecora's eyes widened at the sight. Landing with a thud near Twilight appeared to be an alicorn, one looking just like Nightmare Moon. "You have done well rallying this town towards your idea, my dear apprentice. In fact, I might just have every town in Edeathstria do the same thing this year everywhere on the other side. Together, we shall make this Nightmare Night one to remember!"
"Thanks, master!" Twilight grinned, before turning back towards the town. "Alright, people! We only have one week! Let's do what we were born to do!"
"Hoorah!"
"You got it, Twi!"
"Let's show those other holidays how it’s done!"
Smiling, Twilight turned back towards Nightmare Moon. "Hey master..."
The moon goddess returned the smile. "What is it, dear?"
"Wanna share a creepy laugh together? Like old times?"
"Uhhh... I don't really have ti-"
"Pweeeeze," the Lich Queen pleaded with puppy-dog eyes.
Nightmare Moon sighed, giving her a loving smirk. "Very well. After three! One, two-"
"BUAHAHAHAHAHA!" Twilight laughed alone.
Nightmare Moon gave her a look, facehoofing. "My student, you were supposed to wait a beat after three and then do it, not on three."
"Oops, sorry," the Lich Queen said, smiling sheepishly.
"It's alright," the dark alicorn sighed. "Now, let's do this again, shall we? One, two, three..."
"BUAHAHAHAHAHAHAHAHAHAHAHAHAHAH!"
And the town burst into singing again:
"This is Nightmare's Eve, this is Nightmare's Eve!
Strike terror in the hearts of those who won't believe!"
At that, Zecora began to pace her hut, a wary look on her face.
"I must say that this does not bode well," the zebra gulped. "It seems Equestria may be bound for hell."
Whelp, I'm no Danny Elfman, but I couldn't have a Nightmare Before Christmas ripoff without some of its songs in it. Though unfortunately, I've had to change a bit of the lyrics to make them fit. Thank you Zecora for giving me a lot of rhyming practice, you crazy zebra. Hope you enjoyed!
Hmhmhmhm. This looks interesting (Still need to actually watch the Nightmare before Christmas though.) Tracked... and liked of course
Should've figured Twilight's take Jacks place, but I initially thought the most important one'd be Dashies counterpart what with actually being Death and all. Looking forward to future chapters if ya decide to continue this mate. Wonder how the Equestrians'd react to their counterparts? I assume (once again) Twilight'd probably think somewhere along the lines of it being literally impossible and/or deciding to contact the Princess under the belief that the Edeathstrians (Death? ... Still have the strange impression that Deathie's one of the more influential entities there.) are a threat that must me... removed, possibly with the elements, like Discord and the Changelings.
Dashie on the other hand I assume'd be excited that her alternate happens the be the anthropomorphic (Okay, ponified.) personification of Death itself.
TL;DR, it's a good story mate, hope to see more of it.
Wait, Slendermare? What happened to Slendermane?
/Honest confusion
Okay, first off, I want more. I was shivering a moment ago. Shivering from sheer AWESOMENESS!dl.dropbox.com/u/31471793/FiMFiction/Twilight_Sparkle_lolface.png Now, a couple of questions. Was that Nightmare Moon at the end, or Edeathstria's version of Celestia? Also, I'm kinda surprised that you didn't go with Cupcakes!Pinkie. The one you used was interesting though. Looking forward to how this goes... And how the Mane 6 react to their counterparts when the time comes.
Cool. So what about Spike? Is he still a dragon and in live with ghost Rarity? Oh and I'd love to see werewolf Big Macintosh and more insane Doctor Whooves and evil Zecora. And Spike.
Silent Bob, I love you. This. Is. EPIC!
This sure is a lot of fun. The pony puns in here were exceptional. Flutterfright ... Lyra Heartstab ... Edeathstria ... Good stuff.
Only problem is, we've got the mane six and a TON of background/guest characters ... but not a single goddamn trace of Spike. Seriously, how can so many people overlook one of the show's most important characters? Looks like Nightmare Night has become an equine-exclusive holiday.
EDIT: Hang on, hang on ... looks like he's listed as a character. Sorry, I seem to have jumped the gun with my harsh criticism. Carry on.
I have to be honest, I actually saw your Halloween Town Version of Twilight as Gravelord Nito from Dark Souls. I'm just sayin'. Anyways, I love it and would like more.
O MY GOSH THAT WAS FREAKING AMAZING!!!!!!!!!! I LOVE both MLP and Nightmare before Christmas and this has got to be the best crossover fic ever!........Oh wait, sorry, I meant tied for best crossover fic ever with "Cuatro" by Dirty Bit. If you like Bleach, and not the cleaning supply, then check it out.
YES JUST YES!!!!!!
Sir you must write more of this epic tale. Failure to comply and I will hunt you down and...well you get the idea.
Oh boy... I honestly hope there's no permanent damage done to anypony, that'd be awful. There won't be any permanent damage, right?
Tracked, favorited and waitin' for more. Not MOAR, more. Or both. MOAR AND MORE, DANGIT!
This is epic. Tim Burton needs to make this movie.
Haha I saw that Nightmare On Elm street part
Oh Yeah!!! Bring on the Nightmare
Can we have octavia on the cello made of bones? can we, can we?
Pinkie Kreuger
Discordant Doctor
Slednermare
This is gonna be good.
YYYYYYEEEEEESSSSSSSSS!!!!!!!! What brought me here was Rainbow Dash as Death but now I bucking love this story, an evil version of Equstiria? that's not the Elements of Dishamony? Shit, you can count me in
Wonder what Spike will be like though, will the pets be in this? I have to read more!
I had seen every single pun in this story coming...
I going to assume twilight is jack.
"Ooo! Ooo! Are we going to read to Ponyville one of Princess Trollestia's Queen Chrysalis clop novels?" Pinkie grinned.
Scariest thing imaginable...
Loved the Dr Who Master reference,
I lol'd hard at the zombies singing the Beegees.


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This is awesome, great work.
Um, you seem to have made a mistake in reciting the poem from the start of Nightmare Before Christmas. It's supposed to say it took place in the holiday worlds of old, not the far away worlds of old.
(also, if someone already mentioned this, the reason I'm restating it is because I didn't read the comments out of fear of having things spoiled before I get to them.)
Hahahaah.I'm loving this story

Also
SHIT EVIL DOCTOR WE ARE SCREWD
LoOk tO ThE TrEeS. I'lL bE WaTcHiNg YoU.t2.gstatic.com/images?q=tbn:ANd9GcTC8UseoFLGkNXKRcZrk9cd4_Pfw2c-X9ZxJ4IqBJxDPY78BLos
This Doctor seems like a combination of the Master and Discorded Doctor.
Love the reference to "The Master"
1483562 Hell yeah I loved it I can't wait to read more
1484513 Slendy decided to have gender reassignment surgery//dl.dropbox.com/u/31471793/FiMFiction/emoticons/shrug_Queen_Chrysalis.png good for her.
Oh my gosh, slendermare! That's freaking awesome!!

This felt like kind of an awkward start. Some of the characterization felt off, especially the conversation between 'deathstria Twilight and Luna. 'Master' seems like an awkward title for a mare, I'd have used Madame or Baroness or Queen.
Other parts were worded awkwardly, for example most characters are introduced as ______ version Applejack, or Lyra with _______. It would have been much more fun if you could have given us a clever and vivid description and let us guess on that, and it would have added some variety rather than just 'character but with X' or 'X version character'
Other than that, Rainbow Death's characterization was spot on, and the premise itself is genius. On to the next chapters!
i favorited and I've only read part of the first chapter keep doing what your doing
Good concept, but I feel like parts of it, particularly the descriptions of the ghouls, could have been handled better. But I'll read a few more chapters to see if it gets better
I was expecting a generic copy of Tim Burton's classic, but instead found a breathtakingly original story framed within my favorite holiday movie of all time. Absolutely brilliant.
1551130 Aw, Slendy's a mare now? Now it's gonna get awkward whenever we meet. Yeah, Slendy's a friend of mine. It's awesome. (I was bored when I wrote this. Just taking something from my imagination.)
I think we all need a Lyra Voorheas V. Pinkie Krueger movie because that would just be awesome.
Oh my god this is amazing, I am literally GIDDY right now, which is very strange. Gotta read more! MORE! MOOOAAARRR!!!!!!!!!!!!!!!!!!!!!!!!!
This is so amazing, a true FiM version of The Nightmare Before Christmas!
I would, however, like to know where Rarity's song comes from. I recognized Freddy Kreuger(I hope I spelled that right), Thriller, almost every song, but Rarity's has stumped me. Maybe we should put the music to life and gather some musicians to play these! My violin is a bit handicapped, but if need be, I shall fix it in order to bring this wonderful music to darkness!
Ironic. I was just listening to this before I started reading.
Didn't expect to see that reference here.
Nice.
Understatement of the year!
HOLY JEBUS I CAN ALREADY TELL!!! THIS GUN BE GOOD!!!
inb4... Umm... ... Well, there went that. XD This is going to be so good, there's nothing I can predict!
Before I do anything else...this is strangely excellent.
Almost done
Wait, SLENDERMANE? NONONONONO STAHP NOOOO I DON'T WANT IT NOOOO
KILL IT! KILL IT WITH FIRE!
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This. Is. EPIC.
I actually didn't know this was around, let alone the start of the ghoul school arc. Luckily I stumbled upon it, but now I have a question. You have a counterpart to Spitfire called Hellfire here, but a major character in the school arc is also supposed to be a counterpart of Spitfire : Starfire/Blackfire. My question is now....Wut?
I've got work in two and a half hours...
Why am I still reading this and not playing video games?
webmemes.org(whaaat)
THE HORROR!!
hmm I believe this has creepypastas in it: Pinkie-Rake,Lyra-Either Jeff the Killer or Masky and who's slendermane?
2793720 Nope. Pinkie is Freddy Krueger, Lyra is just some serial killer, possibly the one from Scream, and Slendermane is just slendermane. Not everything horror related is a creepypasta.
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We love it! We love it!