Chapter 1

Mare Do Well vs. Professor Nightshade
Chapter 01: Trouble Begins Anew

Disclaimer: I do not own My Little Pony: Friendship is Magic. Like this really needed to be said.

Twilight Sparkle greeted the morning with a smile. She may have been biased, being the personal protege of the pony who raised the sun and all, but she loved seeing the early morning sky. It was a comforting reminder of her teacher after all. That wasn't to say though that she did not also enjoy the beauty of Luna’s nights. If only she could find a way to forgo sleep completely; but last time she tried that... well she had promised Spike, her parents, and the Canterlot Fire Department that she’d never try that again.

This morning was particularly beautiful. The sky was already clear, the birds were singing in the trees and the sun's warmth was pouring down over the land. Mornings like this, they seemed to shimmer. In fact Twilight could feel a song welling up inside her, just begging to be released.

She flung her window open, startling a bird that had been standing on the sill and inhaled deeply of the fresh morning air, ready to sing about this wonderful morning.

“Watch out!” A voice shouted from the sky.

Twilight didn’t have time to react, as a cyan blur shot through her window, colliding with her and causing the two of them to go tumbling head over hoof, rolling across the floor until they crashed into the wall.

“Eheheheh... sorry about that.” The blur said, sounding genuinely sheepish about their tumble. Twilight’s vision was spinning but she didn’t need to see to know the owner of this particular voice.

“Rainbow Dash...” Twilight growled out as she shook her head, trying to get the room to stop spinning, “What was that for?!”

Rainbow Dash smiled nervously, offering Twilight a hoof. Twilight shook her head again, and grabbed the offered hoof, letting Rainbow Dash pull her back up.

“Sorry about that Twilight, I was going to land in front of the library but I was going a bit too fast, so when I saw the window open up...”

“Uh huh...” Twilight grumbled, using her magic to close the window. No sense in “inviting” another pegasus to fly into her home, though she doubted anyone other than Rainbow Dash would try. Besides the feeling of the song was gone now. Perhaps she’d sing it another time.

“So what brings you by so early Rainbow?” Twilight asked. It was quite unusual for her friend to be up at his hour, unless she had weather duty.

“Oh yeah!” Rainbow Dash used a wing to open the saddlebags she was carrying, and pulled out a familiar outfit. The purple body suit, the dark blue cape and cowl, and Twilight was certain there was a similarly colored hat hidden away in the saddlebags. “I was wondering if you could cast some magic on this baby for me.” Rainbow said after laying the Mare Do Well costume on the ground.

“Rainbow, why do you have one of the Mare Do Well suits?” Twilight asked. Rainbow Dash was just about the last pony she expected to see with one of those. After all it had only been yesterday that Rainbow Dash had discovered that the Mysterious Mare Do Well was actually her friends, who were trying to teach her a lesson about humility.

“Because I’m going to be Mare Do Well.” Rainbow Dash replied as though it was the simplest thing in the world.

“What?! What do you mean you’re going to be Mare Do Well?”

“Are you kidding me? Being a masked hero is so awesome! I’ll be just like Batmare! Plus, I figure this way I can be cool, heroic, and humble at the same time. Can’t reveal my secret identity now can I?” Rainbow Dash smirked as she said the last bit.

Twilight brought a hoof to her face. “Rainbow, you just told me all about your ‘secret identity’ and you haven’t even started it yet!”

Rainbow Dash rolled her eyes. “Well of course you and the rest of the girls will already know. I had to get the costume from Fluttershy after all.”

That answered the question as to where Rainbow Dash had gotten the costume from. Still though, Twilight felt uneasy about the whole situation.

“But Rainbow, you don’t need to be Mare Do Well to be a hero, you do a great job of that on your own. And I’m sure you won’t go all over the top with your gloating again. Besides, last week aside, Ponyville is generally a peaceful place. I don’t know if we really need a full time costumed hero.” Twilight said.

“Oh sure, then what do you call last week?” Rainbow Dash asked, “Or what about when the parasprites were devouring the town? Or the stampedes, the Ursa Minors, or any of the other craziness Ponyville seems to go through?”

Twilight opened her mouth to retort but stopped before she said anything. Rainbow Dash had a valid point. It seemed like ever since she moved to Ponyville, there was one crisis after another. She couldn’t help but wonder if the town had been this... interesting, before she moved here from Canterlot.

Finally Twilight just shook her head and sighed. “Alright Rainbow, you want to be Mare Do Well, then have fun I guess.” She still felt like it was a bad idea but wasn’t it her job as Rainbow Dash’s friend to support her?

“Great! So what kind of magic can you gear this thing up with?” Rainbow Dash asked, nudging at the costume with a hoof, “Can you make it so it gives me super strength? Oh! Or how about being able to shoot magic beams out of the eyes? And maybe some...”

Twilight quickly cut Rainbow Dash off by sticking one of her forehooves in Rainbow’s mouth. “Just a second Rainbow. First, no, I can’t make the suit give you super strength, or any of that other stuff. That kind of magic takes a lot of power, even more so if I tried to weave it as an enchantment. Not to mention the fact that I don’t really know any spells like that.” Twilight thought for a moment, going over the spells she knew in her head, “The best I can do is charm the outfit for extra durability, so that it can survive the speeds you typically fly at and offer you a little protection, and put a sticking charm on the hat so it stays on unless you want to remove it. That’s about it.”

Rainbow Dash pulled back, getting Twilight’s hoof out of her mouth. She was frowning, clearly displeased that Twilight couldn’t turn her costume into some kind of super weapon. “Oh well, I guess that’s better than nothing. Besides I’ve got enough skill to not need any tricks!” She said, a grin spreading across her face.

Twilight shook her head in exasperation, before channeling magic through her horn. The Mare Do Well costume was enveloped in the purple light of her magical aura and floated into the air. Twilight closed her eyes as she began concentrating on the spells she wanted to apply to the outfit. She scrunched her face up in concentration for a moment as she used her magic to levitate the hat that completed the ensemble out from Rainbow Dash’s saddlebags, eliciting a small gasp of surprise from the rainbow maned pegasus as the hat floated out. Her horn flared brightly with power for a brief moment as tendrils of magical energy wrapped around the costume. Then, the magical lightshow died down, and she folded the costume up before levitating it back into Rainbow Dash’s saddlebags.

Twilight opened her eyes to see Rainbow Dash looking into her saddlebag.

“So that’s it then?” Rainbow Dash sounded unimpressed. What did she expect? Twilight to unweave the costume with her magic, before remaking it as she wrapped eldritch tendrils of magic into each stitch?

“Yes Rainbow, that’s it.” She said, deciding not to let the pegasus in on her annoyance. Seriously, sometimes that pegasus just wore on her nerves. If it wasn’t fast or exciting it generally just wasn’t impressive to Rainbow Dash. Forget the fact that it had taken Twilight a week just to master that durability spell. A whole week!

“Great, thanks Twi! I’m gonna head out then, got stuff to do before I go out on patrol.” Rainbow said with a smirk. The pegasus flared her wings, and took off, Twilight just barely having time to fling the window open with her magic before Rainbow would have crashed through it... again. Twilight sighed and used her magic to add a quick item to today’s checklist; get window repaired. She’d really have to start billing Rainbow Dash if the pegasus made a habit of crashing through her windows... how did she always manage to do that unschathed? It was just one of those Ponyville mysteries.

She also couldn’t help but worry about Rainbow Dash. She’d have to check in with her tomorrow to see how things worked out. She just hoped her friend would be alright.

MDWvPN

Unfortunately it was actually two days before Twilight was able to check in with Rainbow Dash on how her superhero career was going. She had gotten a bit behind on her studies with the craziness that happened the last week with the whole Mare Do Well mess, and had decided to hunker down for some serious study. Before she knew it an entire day had passed, and she had to spend the next day trying to make up for all she had missed the day previous as well as accomplish everything she needed to that day. It also explained why Spike kept trying to get her attention while she had been reading that book on transmogrification. She really need to stop tuning him out when she got in the zone.

Now she was caught up on everything, and could finally spend some time trying to find Rainbow Dash to see how things had gone. Her walk through town had been relatively peaceful, so she took that as a good sign. After all, if something major had happened, everypony in Ponyville would be talking about it.

Twilight kept her eyes up to the sky hoping to catch a glimpse of her rainbow-maned friend. This time of day Rainbow would typically either be practicing her flight maneuvers, or napping. In either case, the sky was the place she was sure to be.

Her vigil was rewarded with the sight of a Rainbow tail hanging off a cloud above the park. Twilight looked around, making sure that she wasn’t going to be disturbing anypony, before calling out to Rainbow Dash.

“Rainbow Dash!” She called out, “Rainbow Dash wake up!”

She could hear a sound, something like a -ssnrrrrk-, before a yawn came from the cloud. After a moment Rainbow Dash poked her head over the edge, rubbing her eyes with a hoof.

“Twilight? What’s up? I was having a killer nap.” Rainbow Dash asked, her voice tinged with annoyance at having been woken up.

Twilight didn’t let Rainbow’s annoyed tone effect her. “I was looking for you Rainbow. Can you come down here so we can talk without shouting at each other?”

“Su-yawn-sure thing Twilight, just give me a second.” Rainbow Dash said. Rainbow Dash stood up on the cloud, stretching her legs and wings, before jumping off and gliding to the ground near Twilight. “So what’s up?”

“I was just curious how the whole Mare Do Well thing was going.” Twilight said.

Rainbow Dash’s face immediately answered that question. The glare she shot at the sky and the huff of air she gave was a clear sign of her displeasure. “It’s not going at all! It’s been so boooooriiiiing! There’s been nothing! I spent most of the day yesterday patrolling Ponyville, but there wasn’t even a cat stuck in a tree!”

Twilight raised an eyebrow at that. “Well, isn’t that a good thing? I mean, we don’t actually want to see somepony in trouble right?”

“Yeah yeah, but is it too much to ask for a little catastrophe or something?” Rainbow Dash groused.

“You are joking right?” Twilight asked with a deadpan expression.

Rainbow Dash sighed. “I just... wanted something cool to happen you know? I mean, don’t get me wrong, going on adventures and stuff with you and the girls is cool, but I was kinda hoping for something like out of Batmare! I mean, like some archenemy showing up to cause trouble!” Rainbow Dash’s ears drooped down, as she scuffed a hoof against the ground.

“A... archenemy?” Twilight asked.

“Yeah! You know like how Batmare has The Fool, or how Captain Equestria has Crimson Noggin. How cool would that be?!” Rainbow Dash smirked for a bit, before her face fell into a frown once again. “But nothing like that happened. Hay nothing really happened at all. I guess my hero-ing days are over already.”

“I see...” Twilight’s tried to think of something, anything she could say to cheer Rainbow Dash up. She hadn’t realized that being Mare Do Well was such a big deal to her. She’d thought that Rainbow Dash would spend a week or so as a masked crime fighter, then go back to her regular life. She hadn’t expected her to be all depressed about not having any crime to fight. If only there were some villain, someone for Mare Do Well to test her mettle against.

“Anyway if that’s all you needed Twilight, I’m gonna go fly around, see if anything’s going on.” Rainbow said. Twilight simply nodded, lost in thought, so the pegasus took off with a mighty flap of her wings.

Twilight didn’t even realize Rainbow had left. Her mind was mulling over Rainbow’s depression and what she could do to fix it. The only villains she knew of were Nightmare Moon and Discord, and there was no way in Tartarus that she would ever even think of using those two. Rainbow needed a villain, one that wouldn’t cause too much trouble, but could cause the kind of epic showdowns normally only seen in comic books. She needed a villain she could control, to make sure that all they did was engage with Mare Do Well. But where we she find anypony like that?

She kept mulling over the problem as she walked back to her house. She could ask one of the girls, a simple illusion spell would disguise their identity. But who? Rarity would never agree to something she’d deem as so “boorish”. Fluttershy... yeah right. Applejack would be too busy with her work on the farm. That left Pinkie Pie, a thought that actually caused Twilight to shudder. She could only imagine the kind of antics Pinkie Pie would get up to as a villain. It might be safer to have Discord back.

There was one more option of course. It was outside her comfort zone, but surely she could try. After all she had those books on how to attain a more commanding personality, and she had the magic to be able to fight Rainbow Dash without actually hurting her.

Still deep in thought, Twilight flared her horn with magic, making quills dip themselves in ink and dance across paper she levitated. She’d need to plan all this out. If she was going to pretend to be a villain, then she’d need to make sure she was prepared. She’d need a name, a new appearance, and an evil laugh. A lot of ponies would ignore the evil laugh, but Twilight was a mare of standards. If she was going to be a villain, then she’d be the best darn villain Ponyville had ever seen!

Spike watched from the door to the kitchen as Twilight wrote on multiple sheets of paper all at once. She was “in the zone” again, and he was just about to go check on her and let her know dinner was ready. Before he could however, he heard a sound that stopped him in his tracks. It was so unexpected, he couldn’t even place it at first, but there it was. Twilight Sparkle, his surrogate big sister, one of the kindest ponies he’d ever met, was chuckling evily... positively evily, as her eyes flared with magic. Spike promptly turned around and went back into the kitchen.

“I don’t even want to know...” He grumbled under his breath as he put Twilight’s food back in the fridge.

MDWvPN

Late that night, a dark purple figure flew above Ponyville, before landing on top of the roof of the Town Hall. Had anyone noticed it, they would have thought that perhaps Princess Luna had decided to visit the town, as the mare was certainly big enough. She folded her wings to her side, and looked upon the town, a dark chuckle escaping her.

“This town is a mess, and I just need to rule it. Prepare yourselves my little pony, for soon Ponyville, you shall see the greatness that is... Professor Nightshade!”

Her chuckle slowly grew louder, becoming full blown laughter as she took to wing again, flying over the town before disappearing in a flash of green light.

Chapter 2

View Online

Mare Do Well vs Professor Nightshade
Chapter 2: Heavy Sits the Cowl

Disclaimer: I do not own My Little Pony: Friendship is Magic.

Welcome back true believer! Our story opens upon the beautiful fields of Sweet Apple Acres, the premier purveyor of plenty of Apple related products. This morning, like most mornings, we can find the hard working Applejack working amongst the apple trees. She was quite thankful for the slightly overcast sky the weather team left today. It helped keep the air nice and cool as she went about her daily chores. She’d still end up sweaty from exertion at the end of the day, but at least the heat of the sun wouldn’t sap her of her energy.

Today was more applebucking for Applejack. Nothing like it would be during Applebuck Season, but there were always trees that need harvested on the farm. After she was done with that, she’d have to start collecting the apples that were too bruised or old to sell for the pigs to eat. Normally she’d have Applebloom help her with this part, but she would be at school until later that afternoon. Still, it wasn’t like it was something she couldn’t handle on her own, and the day was nice enough that it wouldn’t matter too much if it took a bit more time than usual.

So Applejack set about her applebucking. She worked amongst the trees of her family’s orchards until the sun was high in the sky. It was just past noon when she finished the last tree in the orchard. She wiped the sweat from her brow with a forehoof, as she looked back at the trees she’d cleared. Baskets placed around the trees were full of apples, but the ground was also littered with apples that hadn’t made it in, which would doubtlessly be too bruised for sale now. Time to gather those up before they turned to mush on the ground.

Applejack headed back to the barn to grab some more baskets to gather up the bruised apples in. She wouldn’t have to worry about the filled baskets, Big Macintosh would come by with the cart to gather them all up and take them back to the barn. Actually, it was odd that he hadn’t already started gathering up the filled baskets. Normally by now he’d have at least started on that part of his chores.

The barn doors were shut, which meant Big Macintosh hadn’t even made it this way yet. Strange, but she knew Big Mac wouldn’t let her or the farm down. She pulled one of the doors open, and stepped inside the barn.

The overcast sky turned out to be a bit of a problem here, as the clouds were blocking any light from reaching inside the barn. That wouldn’t be a huge problem though. She knew the inside of this barn like the back of her hoof. Besides, they always kept some empty baskets near the front of the barn.

She stepped inside, and let her eyes adjust to the darkness. She could barely make out the stack of baskets in the corner. She walked over to the pile, and flipped a couple of baskets onto her back. She staggered for a moment, trying to find a balance for the baskets.

A sudden noise from the back of the barn caused Applejack to jump into the air, causing the baskets to tumble off her back. It sounded like something was thrashing around in the back of the barn.

“Applebloom? That you? I swear y’all better not be playing hooky from school.” Applejack said. She heard the thrashing sound again, but no other answer. She stepped further into the darkness of the barn. The sound was getting a little bit louder now, but she could also hear something else. A kind of muffled sound, like somepony was trying to talk through...

Through a gag. Precisely like the one that was currently stuffed into Big Macintosh’s mouth. Applejack took a step back, but not because of that. Nor because she had just come upon her brother hog tied and gagged in the back of the barn. No, what caused Applejack to step back in fear were the two red skinned creatures standing near him. They were tall, taller even than Princess Celestia. They were shaped vaugely like Diamond Dogs, standing on hind legs and slouched forward, with long arms that could almost drag across the ground. Their heads held what seemed to be rudimentary parody of a face, simply two black eyes and a frowning mouth. The one on the left looked at Applejack, who was slowly backing away towards the barn door.

“Hey, is other pony. Mistress say we eat that one?” It asked, turning it’s head to the other creature.

The creature on the right shook it’s head. “No, Mistress say we catch ponies first, can’t eats till later.” It said, before taking a lumbering step towards Applejack.

Applejack had heard more than enough. She reared up on her hind legs and spun around, galloping towards the door. She heard the creatures lumbering behind her, but she figured once she cleared the barn door she’d be home free. Then she could get some help. She wasn’t going to risk trying to fight these things if they could take down Big Macintosh, and from the sounds of it, they were doing somepony else’s dirty work. She would probably need to get her friends help on this one.

Unfortunately her planning was cut short as the barn doors slammed shut moments before she reached them. She twisted her body around, skidding against the ground as she reared her back legs, and used the momentum she’d gain running to give a might buck against the doors.

The force of this buck would’ve been enough to splinter one of the apple trees. It should have been plenty enough to knock one of the doors open. It was not. Instead, the doors bent where her hooves impacted them, before bouncing back like rubber, sending Applejack flying into the waiting clutches of one of the strange red creatures.

“Let me go ya varmints! Let me go or I’ll kick your flank so hard-”

“My my, such language my little pony.” A silky voice said, coming from within the darkness of the barn.

“I’ll show you language you... ummm... wait a sec, who’s there? Y’all the one behind all this?” Applejack said, twisting her head to each side trying to locate the source of the voice.

“That’s right little apple pony.” The voice said, sounding quite smug.

“Who are ya, and what do y’all want?” Applejack continued struggling against the grip the creature held her in, but it wouldn’t budge.

“Who am I?” The voice asked, sounding almost insulted, “Why I am the soon to be the ruler of this quaint little town, and then all of Equestria. As for what I’m doing here, well, I suppose you could call it a recruitment drive.”

Applejack scoffed. “What, ya think you can intimidate me into joining you or something? Cuz that ain’t happenin.”

“Oh no no no little apple pony. I’m not here to recruit you.” Green light filled the barn, and Applejack watched as an apple floated in front of her, held in a green magical aura. “You see, I find most ponies a little too... free minded for my liking. Besides, why share my glory, when I can simply make followers when I please?” The voice said, before flaring the magic around the apple. There was a popping sound, as the green light flashed through the barn.

Applejack looked on in shock and confusion, as what had once been an apple, grown right here on her farm, was transformed into the same kind of creature that currently held her. She almost felt like she’d been slapped. Some pony was turning apples... HER apples, into monsters.

“But I do need one thing from you, little apple pony.” The voice said again. It sounded much closer this time, and Applejack found herself swallowing in nervousness.

“I... I ain’t doin nothing to help you!” She said, her voice steady despite the nervousness she felt.

“Oh, I think you will. See it’s a very simple thing. I just need you...” Applejack felt her breath catch in her throat, as in the darkness two red feline like eyes appeared, staring straight at her. A grin slowly formed below the eyes, showing a mouthful of fanged white teeth.

“To scream!” With that, the fanged mouth lunged towards Applejack.

MDWvsPN

“HEEEEELLLLLLPP!!!” Rainbow Dash jerked forward, suddenly awoken from the nap she’d been having. Somepony was screaming for help, and it was coming from Sweet Apple Acres.

“Oh my gosh oh my gosh! Finally!” Rainbow said, before reaching into the cloud and pulling out the Mare Do Well costume. The outside was covered in moisture from the cloud, but Twilight’s spell kept the inside nice and dry. She quickly slipped the costume on, and took flight, shooting through the sky towards Applejack’s farm.

The flight was so quick, she didn’t even get a chance to imagine what could be awaiting her. A Ursa Major? A pack of Timberwolves? A egotistical showmare who had snapped and was just asking to be put in her place for humiliating an awesome pegasus?

She circled above the farm, looking for any signs of trouble. Not that it was hard to spot. There were dozens of these strange red creatures, roaming through the orchards, carrying bushels of apples towards the barn. Mare Do Well flew over towards the barn, ducking into one of the nearby clouds to avoid being seen.

Mare Do Well did a double take, at first thinking she was seeing Princess Luna standing in front of the barn, flanked by two of the red creatures. But while the mare down below certainly was big enough to be the lunar princess, the coloring was all wrong. Her fur was a dark purple, and her mane was a deep red, falling across her back in wavy curls. She had a horn, but she also had wings. An alicorn? Like the princesses? What was going on here?

She watched as the alicorn channeled magic through her horn, enveloping one of the apples in the basket before her in a green aura. The alicorn concentrated for a moment, before a bright flash of green light filled the area. When it cleared, another one of those red creatures was standing where the apple had been. Was this mare creating them? Out of apples?!

Mare Do Well felt like she’d seen enough. There was no way Applejack would just let these creatures roam around on her farm, or let some strange mare turn her apples into some kind of weird... things. She leapt out of the cloud, and pumped her wings, sending her flying downwards toward the mare.

The mare was levitating another apple out of the basket when Mare Do Well landed in front of her. She gave a chuckle as she let the apple drop from her magical grip.

“So, the Mysterious Mare Do Well. I was wondering if you’d show up. I had almost thought that you’d retired.” The alicorn said. She was smiling at Mare Do Well, but the smile was anything but friendly. It was far too wide, too large all around. It gave her the look of a madpony.

“Who are you, and what are you doing to Sweet Apple Acres?” Mare Do Well asked. On the inside, Rainbow Dash gave a little cheer of excitement. She finally got to use the gravelly voice she’d been practicing for if she ever ran into any criminals. It hurt a little to talk like this, but she had to sound like an awesome, don’t take hay from nopony bad-flank right? Oh, and it would help keep her secret identity... that was another good point.

“Moi?” The alicorn asked. She blinked her eyes, looking quite shocked at Mare Do Well’s question. “Why I am the great Professor Nightshade, soon to be ruler of Ponyville. As for what I’m doing... why I’m simply making some new friends.” She waved with a hoof, pointing at the various apple-golems that had stopped what they were doing to watch what was happening.

“Looks like we need to update your definition of ‘friends’ then. What did you do with the farmers that work here?” Mare Do Well asked. She kept facing towards the mare, but tried to look out of her peripheral vision to make sure none of the apple-golems were approaching.

Professor Nightshade opened her mouth, and then snapped it closed, bringing a forehoof to her mouth. Her whole body started shaking, and Mare Do Well could swear she heard her give a snort.
“They’re... pfffft...they’re all tied up at the moment.” And that seemed to burst the dam.

Professore Nightshade fell to the ground, howling with laughter. Tears leaked out of her eyes, as she pounded on the ground with a hoof.

Even through the mask, it was clear that Mare Do Well was wearing an expression that simply said “seriously?”. “You’ve been waiting all day to use that one haven’t you?” Mare Do Well asked in a deadpan voice.

Professor Nightshade instantly composed herself, giving a disappointed look to Mare Do Well. “Oh, don’t take yourself so seriously Mare Do Well, you should enjoy life more. Especially since yours will be over very shortly.” With that said, Professor Nightshade stomped on the ground twice.

That seemed to be a signal to the apple-golems, as they rushed towards Mare Do Well. Five of them that Mare Do Well could see, with more stomping behind her. As they got close, the apple-golems leapt into the air, landing in a pile on top of Mare Do Well.

Or, so they thought.

Mare Do Well watched from the sky as the apple-golems looked on in confusion, feeling only the hard ground beneath them. Seriously, these slow pokes thought they could catch her? Obviously they had never heard of the amazing Rainbow Da-, erm, the Mysterious Mare Do Well! She’d just have to show them how it was done.

With a flap of her wings, Mare Do Well rocketed towards the the pile of apple-golems, who were just starting to pull themselves off the ground. She flipped around in the air, extending one of her rear hooves as that was now pointing towards the golems.

If Mare Do Well hadn’t known better, she’d have sworn it sounded like bowling pins being knocked down. The effect was very much the same at least, as she plowed through the apple-golems, knocking them off their feet and back onto the ground. The ones that hit the ground glowed green momentarily, before emitting a popping sound and transforming back into apples. Mare Do Well noted that in the back of her mind, but had to quickly jump back as another two apple-golems charged her. The two apple-golems slammed into each other, falling to the ground, but not transforming. So it wasn’t just a one hit thing, they had to be hit hard enough to cause them to transform back.

Under the Mare Do Well mask, Rainbow Dash grinned excitedly. This was perfect! She wouldn’t even have to hold back against these things, she could really cut loose. She charged the two apple-golems who were picking themselves up off the ground. She jumped into the air, flipping over and extending one of her rear hooves. There was a solid thump as her kick connected with an apple-golem, which went flying across the orchard and into a tree, transforming back into an apple when it landed. As soon as she landed, Mare Do Well twisted her body around and gave the second apple-golem a vicious buck to its chest. This one didn’t even hit the ground before the popping sound was heard, and a bruised apple fell to the ground in its place.

Mare Do Well turned around, getting ready to leap at Professor Nightshade. Her eyes widened in surprise, seeing the grin on Professor Nightshade’s face. On either side of the evil alicorn stood more of the apple-golems, at least twenty of them.

“You’ll have to do better than that little Marey. Oh! I like that! I’m going to call you Marey from now on.” Professor Nightshade said, seemingly ignoring the situation in lieu of giving her adversary a nickname.

“The only thing you’re going to be calling me is the mare that kicked your sorry flank!” Mare Do Well growled out, while she tried to think of a way she could take down the other apple-golems.

Professor Nightshade looked taken aback for a moment, her face scrunching up as if she had just tasted something particularly sour. Then she shook her head, her face falling into a look of pity. “Wow, you’re really not very good at the whole witty banter thing huh? You’ll really have to work on that Marey.”

Mare Do Well flared her wings angrily. This pony was mocking her. Her! She’d show her. With a flap of her wings, Mare Do Well shot up into the air, climbing higher and higher until Professor Nightshade and her golems were just dots on the ground. Then, she dove. She flapped her wings for the first few moments of the dive, propelling her forward faster. Then, she tucked her wings into her sides, keeping them from dragging in the air. The wind was wailing in her ears as she fell faster and faster. She knew in a few moments that she’d start feeling the barrier that came before a Sonic Rainboom, but that wasn’t what she was going for. Right as she begin to feel that barrier, she pulled up, angling her wings just enough to put her level with the ground.

With the speed she’d gained, she flew straight at the first apple-golem she saw. She rammed into it, and in the same instant pushed off with her wings and hooves, flying towards the next one. She lost just a bit of speed with the collisions, but the spell Twilight had cast on her costume kept her safe. She continued flying into each of the apple-golems that were left, pinballing between them and causing each one to turn back into an apple as she went. She hit the final one with her rear hooves, leaping off of it and flipping in the air. She landed solidly in front of Professor Nightshade, breathing heavily from exertion.

Professor Nightshade looked mildly impressed at Mare Do Well’s quick takedown of her force, but not intimidated. If anything, she looked excited.

“The-there... how... how do you like those apple!” Mare Do Well said, keeping her voice gravelly even as she attempted to catch her breath.

Professor Nightshade’s crazed grin reappeared on her face at that. “Ohh, see! That’s what I’m talking about Marey, that’s the kind of banter we’re going to need if this relationship is ever going to work.”

“What... what the hay are you talking about! What are you even trying to accomplish here?” Mare Do Well said. It was a trick she’d learned from the Batmare movies she’d seen. Keep the villain talking, it buys you time to recuperate, and they might let something slip.

“I already told you Marey, I’m here for Ponyville.” Professor Nightshade said. Her face took on a frown, a look of pity in her eyes. “I’ve heard all about the substandard villains you’ve had to deal with here. A jealous princess, a grumpy griffon, and a draconequus whose idea of evil was chocolate milk rain. It’s just sad.”

She looked back at Mare Do Well. It took all Mare Do Well had not to flinch. She still had that pitying look on her face, except for her eyes. They were crazed, wide and unblinking.

“Ponyville deserves a better class of villain, and I’m going to give it to them.” She said, a grin slowly spreading across her face at the end.

“Not gonna happen Nightshade. I’m stopping you here and now!” Mare Do Well said. She leapt at Professor Nightshade, preparing to kick her in the snout and hopefully knock her out cold.

She never connected. With a flash of green light, Professor Nightshade was gone, Mare Do Well sailing through the air where she had been standing.

“Uh-uh-uh Marey, it’s much too early in our relationship for the climax. Why, you haven’t even bought me dinner yet!” Professor Nightshade’s voice echoed through the orchard. Mare Do Well whipped her head around, trying to locate where the voice was coming from. The orchard was empty however, even the apples that had littered the ground were gone.

“Come out and face me like a mare you coward!” Mare Do Well called out. How annoying was this? She couldn’t fight a disembodied voice!

“Oh no, I think we’ve had enough fun for today. But don’t worry, I’ll be in touch! My ponies will call your ponies, we’ll do lunch! Ciao!” And with that, Professor Nightshade’s voice faded into nothingness. The orchard was quiet, the only sound coming from Mare Do Well as she growled in annoyance.

Mare Do Well spread her wings, and flew into the sky. She flew up higher until she found a cloud that she deemed was far enough from the ground. Once she landed, she began jumping around.

“Oh my gosh! That was awesome! I have a villain! I have an archenemy! And I totally just kicked her flank!” All traces of her Mare Do Well voice were gone, as Rainbow Dash celebrated her “good fortune”.

MDWvsPN

There was a flash of green light in the Golden Oaks Library, as a purple alicorn materialized. She smiled as she took in her surroundings, giving a tired but happy sigh. Her horn flared green for a moment, and she faded away, leaving a much lighter and smaller purple unicorn in her place.

Twilight gave another sigh, this time in relief, as she began dispelling the various enchantments she had cast on herself. The illusions to change her appearance were easy enough, but the spell to alter her voice and magical aura took a lot out of her. Likewise, casting the wing spell was still draining on her. On the plus side, all this use of advanced magic could only increase her magical capacity. Perhaps some day she wouldn’t feel like she’d just ran the entirety of the Running of the Leaves after she was done. For now though, she figured she’d take a page from Rainbow’s book. A quick nap sounded heavenly.

Unfortunately, she had only just lain down in her bed when somepony knocked on her bedroom door.

“Hey Twilight, is that you?” Scratch that, some dragon was knocking on her door. The door creaked open, and Spike stuck his head inside. “Twilight? Are you... taking a nap?” Spike asked, his tone slightly incredulous. Twilight couldn’t blame him, she hadn’t taken a nap since she was a small filly.

“Yeah Spike, that experiment really took a lot out of me. I’ll be up in a hour or so. Can you watch the library just a little bit longer?” She asked.

“Uh..” Spike shook his head, before smiling and nodding. “Sure thing Twi! You just relax, you look dead on your hooves.”

Twilight smiled. “Thanks Spike, could you make sure I’m up in an hour?”

Spike nodded again. “Will do Twilight. Enjoy your nap.” With that, he closed the door and walked back downstairs into the library proper.

It sure was nice having an assistant as caring as Spike around. She felt a little bad about hiding what she was really doing from him, but she figured the bag of gems she gave him to watch the library made up for it. After all, she had to maintain her secret identity, it was basically rule number one of being a super hero/villain.

She still couldn’t believe she’d pulled it off as well as she had. Sure, she’d practiced her “Professor Nightshade” persona extensively, and that was only after she had written up an entire history, backstory, mannerisms, and list of favorite foods for the character. Still, she had thought it’d be harder to act like the slightly crazed, arrogant villain she’d concocted. Once she got into it though... it was fun! It was almost like reading a good book, only she was living it instead. She almost couldn’t wait until her next “caper”. She’d have to plan out something a little more exciting than her little stunt today though.

Still, that could wait for now. Her eyelids were feeling more and more heavy, and she was more than willing to let herself succumb to sleep’s alluring song.

Still, as she drifted off to sleep, she couldn’t help but think she had forgotten something...

MDWvsPN

Applebloom, Sweetie Belle, and Scootaloo, walked into the barn at Sweet Apple Acres. Granny Smith, Applebloom’s grandmother, had asked the three fillies if they could see if Applejack or Big Macintosh were in there, as neither had been seen since that morning, when the elderly mare had fallen asleep.

“Hey AJ! Y’all in here?” Applebloom called out.

“Applebloom! Thank Celestia, we’re back here sugarcube!” Applejack called back.

The three fillies looked at each other in confusion, before walking further into the barn. They stopped suddenly, all three sets of eyes widening in confusion at what they saw. Both Applejack and Big Macintosh were tied up, hooves sticking up in the air. As if that wasn’t weird enough, they were both laying on what looked to be large plush pillows.

“Hey there girls, think y’all can give Big Mac and I a hoof here?” Applejack asked.

The three fillies looked at each other, and Applebloom’s face split into a grin.

“Girls! This gives me an idea on how we can get our cutie marks!” She said. Sweetie Belle and Scootaloo were obviously thinking the same thing, as they smiled. The three fillies clapped their hooves together.

“CUTIE MARK CRUSADERS ESCAPE ARTISTS!” The cheered, looking for more rope.

Applejack wished more than ever that her hooves weren’t tied together, the impulse to facehoof was just too strong.

Author's Notes:

There we go, Chapter 2. Special thanks to Joss Whedon and Christopher Nolan, since I have shamelessly used lines from their work. Seriously though, Dr. Horrible's Sing Along Blog is epic, and who doesn't love the Dark Knight?

So, here's a little behind the scenes look at my work for this contest. Originally, when I was plotting out ideas for this fic, it actually had nothing to do with Mare Do Well at all.

Originally, the story was going to open with Rainbow Dash acting more brash and braggy than ever. The girls, starting to grow worried, were going to investigate, and eventually thanks to a spell cast by Twilight (hadn't determined what yet, but I was learning towards a memory or truth spell), discover that Rainbow Dash had been replaced by a changeling before the whole Mare Do Well thing even started. This was why she had been acting so out of character, simply focusing on her ego rather than any of her positive attributes. The girls of course would then go on an epic adventure to save their friend from the changeling hive, learning at some point that the changelings were currently feeding on the Rainbow Dash's (secret) love for Twilight, which would have caused some nice drama for Twilight as she tried to figure out her own feelings along the way.

And then? Well, I scrapped the whole thing. It was going to be a little more involved than I figured I'd have time for, especially with Twilight's Journey still waiting for an update. So I went back to formula, and after reading through some of my old comic collection, thought I'd do something more along the lines of that.

So yeah, there's a look into what this story almost was.

Also, if you notice any format errors, let me know. I tried writing this chapter in google docs, but for some reason the indent kept changing, and I had to mess with it a bunch.

Next time: Ponyville hears about it's newest villain, the girls discuss Professor Nightshade's fashion sense, and Professor Nightshade eats an evil sandwich. Will Mare Do Well be able to stop her? Find out next time, same Mare Do Well Time, Same Mare Do Well channel!

Chapter 3

View Online

Mare Do Well vs Professor Nightshade
Chapter 3: Crisis of Infinite Pinkie Pies

Something most ponies in Equestria don’t know is that the cost of house insurance in Ponyville has almost doubled since Twilight Sparkle moved to the small town. While nopony would ever blame it on the bright librarian, it was a simple fact that her presence seemed to attract trouble that Ponyville hadn’t experienced before. Sure, there was the occasional creature that would wander in from the Everfree Forest, but even that was a rare occurrence. After Twilight Sparkle had settled in town, it seemed like the town was besieged with problems at least once a week.

Yet despite the citizens of Ponyville being subjected to all kinds of strange, sometimes life-threatening events, they never let it get them down for long. In fact, the local construction company had gotten so adept at rebuilding houses and stores destroyed in some kind of catastrophe, that they could almost rebuild the entire town within the span of a couple of days. It was almost like shortly after whatever crazy event befell Ponyville, within a couple of days everything would be back to normal, like it had never even happened.

That is not to say of course, that the ponies of Ponyville ever got used to the craziness that happened in their town. In fact, whenever something like that happened, it tended to cause mass panic, with ponies galloping back and forth trying to figure out if they should be running or hiding. Or just screaming about the horror of it all.

And this, True Believer, is the state we find the town in today.

“The horror! The horror!” one mare called out as she galloped down the streets of Ponyville, away from the Town Hall where the catastrophe du jour was taking place.

It should also be pointed out, that some of the ponies in Ponyville had a tendency to be overly dramatic about somethings. For there was no pitched battle taking place in the center of town, no god of chaos turning houses upside down, or even a butterfly stampede. In fact, the only thing different about Ponyville today was the fact that there were purple flowers painted on the sides of every building in town.

Nopony knew what to make of it. Daisy, who identified the pictures as Nightshades, could not even guess why anypony would go around painting them around town. There were two ponies who recognized its significance after hearing its name however, and after gathering their friends, had gone to the Golden Oaks Library to discuss what should be done.

“I’m tellin ya girls, it was somethin else.” Applejack said. She had just finished telling the girls what had happened at Sweet Apple Acres the day before, how some crazy pony had captured her and Big Macintosh, and turned her beautiful apples into monsters.

“It sure was! You should’ve seen me-er... Mare! Yeah, Mare Do Well.” Rainbow Dash laughed nervously, “You should’ve seen her! She was flying through those apple creatures, she had to have taken down like a hundred of them! It was all *whoosh*, *bam*!” Rainbow Dash stood up on her hind legs and threw punches with her hooves to the sound effects she was making.

“Rainbow, we all know you’re Mare Do Well, you don’t have to hide it from us darling.” Rarity said.

Rainbow Dash sagged a little at that, before a wide grin split her face. “It was awesome! You girls should’ve seen me! I mean, not to be too braggy or anything, but I totally kicked some flank!”

“Oh-oh my. Are you sure you should be fighting like that Rainbow? You could have gotten hurt.” Fluttershy said. She had a look of concern for her friend. She would also have been upset over the apple-golems having been hurt, until she found out that they were simply enchanted apples, not real living creatures.

“Nah, I’ll be fine Fluttershy. Besides, that Professor Nightshade is still out there!” Rainbow Dash said. She looked out the window, noticing the time. “As a matter of fact, I should probably get out there and go on patrol. She’s obviously up to something. I’ll see you girls later!” With that, Rainbow Dash zipped to the door, and flew off into the Ponyville sky.

“Well, it sounds like Rainbow Dash has things well in hoof right now.” Twilight said, watching as Rainbow Dash’s prismatic trail faded into the sky. “I say we watch and see what happens, and if Rainbow needs our help, then we’ll step in.”

The other four ponies in the room looked at her in confusion.

“Uhhh, sugarcube, don’t you think you should send a letter to Princess Celestia or something? Dash did say that this Professor Nightshade was an alicorn, don’t you think that’s just a mite bit important? Applejack asked.

It took everything Twilight had to not let the panic she felt at that flash across her face. Tell Princess Celestia? About her alter-ego? That was the last thing she wanted to do. Even the thought about how disappointed her mentor would be if she ever found out almost made her give up the entire charade altogether. While these thoughts whirled through her mind, she smiled at Applejack, and nodded.

“Good idea Applejack, I’ll send her a letter once Spike gets back from the market. In the meantime though, we should be on standby, ready to help Rainbow Dash if she needs it. This whole thing means a lot to her, so I don’t want to step in unless she can’t handle it.” Twilight said.

The others looked hesitant, but nodded in agreement.

“Ya know though, it’s the darndest thing. After Applebloom and her friends finally got Big Mac and I untied, we went out to try and clean up the mess and finish the chores for the day, only they’d all already been done. All the apple bushels were stacked near the barn, the pigs had been fed. Hay, even some of the trees had been pruned.” Applejack said in confusion.

“Are you saying that this... Professor Nightshade was it? That she did your chores after capturing you?” Rarity asked incredulously.

“I don’t know, but that’s how we found things...” Applejack said before trailing off, her eyes narrowed in thought. “Wait a sec... Rainbow Dash fought off those apple creatures and chased off Professor Nightshade.. and then she left me and Big Mac tied up!”

Applejack ran to the door, flinging it open before shouting angrily into the sky. “RAINBOW DASH! YA GET YER HIDE DOWN HERE RIGHT NOW YA FEATHERBRAIN!” With that, Applejack galloped into the town, looking to give Rainbow Dash a piece of her mind.

Rarity simply shook her head in exasperation. “Well darling, since Rainbow Dash seems to have things in hoof currently, I’ll be off. I was working on a new line of outfits for summer, and I don’t want to lose my momentum.”

“Oh yes, and I really should get back home. Poor Angel Bunny ate too much this morning and isn’t feeling very well.” Fluttershy said.

“Alright girls, I’ll be in touch if anything changes.” Twilight said. She smiled, and waved at her friends as they left the library. One the door closed, she sighed in relief. She didn’t really want to involve the other girls in her and Rainbow Dash’s conflict. Though, that wasn’t precisely right... she didn’t want them to get involved in Professor Nightshade and Mare Do Well’s conflict. She would have to think of something to tell Princess Celestia though. There would be a chance that news of what was happening in Ponyville could make it over to Canterlot. But what could she tell the Princess...

Twilight turned around to head into the library, thinking about what she would write to her mentor. She only took a couple steps, before bumping into something soft, and pink. She shook her head, and focused back to the here and now. She had bumped into Pinkie Pie, who had apparently not left with the others. Instead she was standing there, looking at Twilight with a look so serious, she’d have thought someone had mentioned a Pinkie Promise.

“Err... is there something you need Pinkie?” Twilight asked.

“Soooo... Professor Nightshade huh? You wouldn’t happen to know anything about that would you Twilight?” Pinkie Pie said. It took Twilight a moment to realize that Pinkie Pie was speaking like a hard-boiled detective from the movies.

“Ummm... nope, can’t say that I do.” Twilight said, smiling nervously.

Pinkie Pie stared at her for a moment. Twilight felt like Pinkie was looking into her mind, laying bare all her silly plans and thoughts. She could feel sweat starting to form on her brow as the pink mare seemed to contemplate something.

Then, without warning, Pinkie’s face broke out into one of her bright smiles. “Okie doki loki! I’ll see you later than Twilight!” She said, before she began bouncing out of the library.

Twilight stood frozen in place for a few moments. She was so sure the jig was already up. And then... well, nothing. It was just so Pinkie Pie. She shook her head and sighed. She’d have to be really careful, for all she knew Pinkie Pie had a combo with her Pinkie Sense that told her when one of her friends was pretending to be evil.

But that would just be ridiculous, wouldn’t it?

…

Well, she’d just have to be careful. Besides, it was just about time to start her next caper, and with Dash already out on patrol, she wouldn’t even have to do anything to get her attention.

She channeled her magic, her normal purple aura flowing down her back. After another moment of concentration, purple and black butterfly wings appeared on her back. She smiled as she looked back at them. It was getting easier and easier to cast the wings spell. She concentrated again, and shivered as it felt like her body was dunked in cold water. Once the feeling passed, she looked down, to see the illusion had been completed. To anypony else, she would now look like the evil alicorn, Professor Nightshade. Another spell to change the color of her magical aura, and she was ready to go.

“Hey Twilight, I’m back. You wouldn’t believe what’s going on out...there...” Spike said as he walked into the library, trailing off at the sight of the alicorn.

Twilight mentally cursed to herself. She had made such an amateur mistake, changing into her alter-ego in the middle of the library. There was nothing she could do for it now, she was already in character.

"Ohhhh, you're a big iguana." Professor Nightshade cooed at Spike.

"Hey! I'm not an Iguana, I'm a dragon!" Spike said indignantly. "And who are you anyways? Another one of those Princess groupies Twilight told me about?"

Professor Nightshade laughed, but there was no mirth behind it. It sounded hollow, and it clearly was making spike uncomfortable. "Oh I assure you, the wings and the horn are quite real. Shall I give you a demonstration?"

Spike gulped, taking a step back before he was lifted up in a green telekinetic field. He was flown over, hanging upside down in front of Professor Nightshade. "You're not very big for a dragon. I bet you're just a baby! A widdle baby dwagon!" She said, her voice gaining a higher pitch at the end.

“Want to play a game widdle dwagon?” Professor Nightshade singsonged, grinning at her captive.

MDWvsPN

Mare Do Well was on her third flight over the town when she heard the first scream. She followed the sound, diving down to the streets of Ponyville. The scream had come from a mare who was currently held in the viney grip of what looked to be a flower monster. Its head, or at least what looked to be a head, was made of of five purple petals, at the center of which was a fanged mouth. It walked along on its roots, and two leafy vines stuck out from it’s stem.

More screams and shouts of alarm came from the town. Mare Do Well turned to see one of the flower monsters pull itself off the side of a building. It seemed that each of the flower drawings Professor Nightshade had left on the buildings were coming to life, and were grabbing ponies, though nopony seemed to be hurt yet.

Mare Do Well leapt into action, quite literally. She leapt towards the flower monster, rear leg extended in what she had decided was her signature kick. She hit it solidly, but the flower monster didn’t budge. Instead, it swatted her away with one of its vines, causing Mare Do Well to go flying through the air.

She recovered easily enough, flipping in mid air to land on her hooves. These things were apparently tougher than the apple-golems she’d fought. Her kick didn’t even phase this one, which was starting to move towards her.

The flower monster swiped at her again, forcing Mare Do Well to jump into the air. She quickly ducked a followup swing, and tried to counter by kicking at it again. It had the same effect unfortunately, and the time it took her to complete the kick cost her, causing her to get hit by the vine again. She went flying, crashing into a wall.

She groaned, not so much in pain than in annoyance. Nightshade had really stepped up her game with these guys. Mare Do Well was fairly certain she’d be sporting some bruises if it wasn’t for the spell Twilight had cast on her costume. Instead her costume was sporting green splotches of paint.

Paint... thats it! These things were just more of Professor Nightshade’s creations. She just transformed them from the drawings on the building into these plant monsters, like how she had changed the apples into apple-golems.

And if these things were made out of paint, then she had an easy answer to deal with them.

Mare Do Well flared her wings open and took to the air. The mare currently held in the plant monster’s grasp cried out for help, but she had to act fast. She scanned the skies for a moment, before rocketing off towards her objective, a group of clouds that had just rained on some of the farmlands.

Mare Do Well grasped the clouds, pushing them back towards Ponyville was fast as she could without breaking them up. She carefully positioned one above the flower monster she had been fighting, before flipping over and jumping repeatedly on the cloud. Her efforts were almost instantly rewarded, as the cloud began pouring rain down upon the creature. The creature froze in place as the water fell upon it. Slowly, the creature began melting, washing away in the rain, leaving a paint stained mare standing in the middle of the street.

“Th-thank you Mare Do Well!” The mare called out gratefully. Mare Do Well gave a salute, before grabbing the cloud and moving on. Now she knew how to beat these guys, she’d just have to clean them up!

Which is exactly what she did, to the cheers of the citizens of Ponyville. Each stallion, mare, filly and colt cheered her on as she flew above Ponyville, washing away the flower monsters. She almost said she was just raining on their parade, but decided to save that one in case Professor Nightshade showed up. She’d show her witty banter!

That was the strange thing though. As Mare Do Well finished off the last of the flower monsters, she realized that there had been no sight of the evil alicorn. In fact, other than going through Ponyville and grabbing random ponies, even these flower monsters didn’t seem to be doing much. She couldn’t figure it out, what was Professor Nightshade playing at?

“Mare Do Well!” A familiar voice called from the ground. Mare Do Well looked over her cloud on saw Twilight standing in the paint covered streets, waving her hoof frantically. Whatever she wanted, she looked worried.

Mare Do Well was there in a flash, standing before the purple unicorn.

“Mare Do Well, I need your help! Professor Nightshade she... she...” Twilight couldn’t seem to finish her sentence, she was so distraught.

“What did she do Twi? Is everypony okay?” Mare Do Well asked.

“She... she stole all the books from the library!” Twilight said, before she began to cry.

Mare Do Well just barely resisted the urge to facehoof. Seriously? Book?! She thought somepony was in trouble! Still, Twilight was taking it pretty hard. Nopony was going to get away with making one of her friends cry!

“No worries Twi, I’ll track her down and get your books back!” Mare Do Well said, trying to reassure the crying mare.

“*sniffle* Th-thanks Rai-Mare Do Well. I knew I could count on...” Twilight was cut off, as a stream of green fire appeared above their heads, curling into itself before making a popping sound, and dropping a scroll to the ground.

Twilight grabbed the scroll in her magic, quickly unrolling it and letting her eyes scan over the page. Her eyes widened in horror at whatever she read, and she began shaking.

“Twi? Twilight what’s wrong?” Mare Do Well asked.

Twilight didn’t answer, she just used her magic to shove the scroll into Mare Do Well’s face. Mare Do Well took a step back, biting back a complaint, as she read the letter.

Hey there Marey! Did you have fun with my little art project? Weren’t they just to die for? Seriously though, did you die?

[ ] Yes

[ ] No

Ah well, it doesn’t matter. I’ve currently got all the books from the Golden Oaks Library, but I also have something else.

A pesky little dragon that showed up during my heist. So how about we play a game? I’ve hidden both the books and the dragon somewhere within the Everfree Forest. We’re going to have a race, lets see if you can find them before something else does.

Of course, the forest is a little big, so I’ll leave you some clues. Good luck, and try not to die, I think I might miss you if you did.

Or not, I guess we won’t know unless it happens.

Hate you to death,

Professor Nightshade

P.S. Mwahahahahahahaahahaaaahahaaaa!

P.P.S. I almost forgot about your clue! Here it is: What’s black and white and red all over? You get it?

Mare Do Well narrowed her eyes and threw the paper on the ground. Twilight was crying again, and this time Mare Do Well could easily empathize. This crazy mare had taken Spike, and hidden him somewhere in the Everfree Forest. And now she’d have to follow some stupid scavenger hunt to try and save him. The next time she saw Professor Nightshade, she was going to give her a buck right in the teeth.

That was for later though, for now she had work to do. She laid a hoof comfortingly on Twilight’s back. “Hey Twilight, don’t cry. I promise I’ll get Spike back for you okay. Oh, and those books too!”

Twilight sniffled, and shook her head. “No, not you. We. I’m going with you!” She said, wiping her eyes quickly and looking determined.

Mare Do Well was about to argue about the danger, but stopped quickly after she remembered who she was talking to. Twilight wasn’t just any old unicorn, she was like the most powerful unicorn ever. And if she was going to go into the Everfree Forest, she might need help.

So instead she nodded. “Alright Twi, lets go save Spike. Should we get the other girls?” Mare Do Well asked.

Twilight shook her head. “There’s no time, who knows what could happen to Spike by the time we get them. We have to hurry, what do you think about the first clue?”

Mare Do Well laughed. “Oh that, that’s an easy one, we used to tell that joke all the time at flight camp. The answer is a sunburned zebra.” She said.

Twilight nodded, before the two looked at each other in alarm. “Zecora!” The shouted, before rushing off to the Everfree Forest.

Chapter 4

View Online

Mare Do Well vs Professor Nightshade
Chapter 4: The New 42

Disclaimer: I do not own My Little Pony: Friendship is Magic

We found our intrepid heroes making their way through the Everfree Forest, and I gotta be honest True Believer, I really wouldn’t want to be them right now.

The Everfree Forest was quiet. Neither Mare Do Well nor Twilight Sparkle felt like exchanging idle pleasantries as they made their way through the forest, not wanting to attract any more attention to themselves than they absolutely had to. Despite everything the two had already been through with their friends, the Everfree Forest made them nervous.

Twilight was feeling especially nervous, and was mentally kicking herself as she galloped towards Zecora’s house, Mare Do Well flying nearby. What had she been thinking? Taking the books and hiding them was fine, but endangering Spike? Putting him in the Everfree Forest in... the...?

Where was Spike? Why couldn’t she remember where Professor Nightshade had taken him? She was Professor Nightshade! Okay, there was no time to panic. She simply had to mentally retrace her steps. Found Rainbow Dash, before that she had been in the library “discovering” the theft, before that she was... she was in the library transforming into Professor Nightshade. What the hay? What was with the memory gap? She remembered everything else she’d ever done as Professor Nightshade, so what had changed?

She concentrated harder. She could see Nightshade taking Spike in the library, but the memories would start getting fuzzy after that.

“Uh-uh-uh, no spoilers Twilight!” Professor Nightshade’s voice rang throughout her head, causing her to wince. Had she done something to her memories while acting as Professor Nightshade? But why would she-

“You alright there Twi?” Mare Do Well’s concerned voice broke her out of her reverie. She looked over to see Mare Do Well hovering in the air. Apparently they had stopped moving while she was lost in thought.

“Uh, yeah, I’m fine. Just nervous being in the forest, that’s all.” Twilight said. It wasn’t like it was a lie either. How could she not be nervous? And how could she endanger Spike and Rainbow Dash like this?

Twilight shook her head. There would be time to worry about that later. For now, she had to make sure nothing happened to Rainbow Dash or Spike. If anything did... she’d find a way to clone herself so that way she could kick Professor Nightshade’s flank.

Focusing on the task ahead, Twilight was slightly surprised to find that they had already made it to Zecora’s hut. Apparently she had been on autopilot for longer than she’d thought. No more time to waste. She walked up to Zecora’s door and knocked a hoof against it a couple times.

“In a moment, I’ll be by your side. Right now I am quite preoccupied.” Zecora called from inside her hut.

“Zecora? It’s Twilight. May I come in, it’s important.” Twilight said.

“Twilight of course you may enter, though I must ask that you curb your laughter.” Zecora replied. Twilight and Mare Do Well exchanged a look, with the latter simply shrugging. Twilight expressed a similar sentiment, but opened the door, the two of them walking into Zecora’s hut.

Inside things seemed to be normal. Zecora’s shelves were stocked with potions and ingredients, masks and other decor and knick knacks from her homeland scattered around. The only thing that spoiled this sense of normalcy was the cauldron steaming in the center of the room, that Zecora was currently sitting in.

Zecora, who was currently... well, black and white and red all over.

“Oh my gosh Zecora! Are you okay?” Twilight asked, rushing over to the cauldron. The heat coming from it wasn’t burning, but a comfortable temperature. Twilight realized that nopony was cooking Zecora, but that Zecora was taking a bath.

“I am fine Twilight and I will be frank, I believe I’m the victim of a silly prank.” Zecora said.

“What happened?” Twilight asked.

“My tale I’ll tell, but I must ask, who is your friend that is wearing a mask?” Zecora asked, pointing a hoof at Mare Do Well.

“Oh, that’s the Mysterious Mare Do Well, she’s Ponyville’s protector, and I’m helping her track down a criminal called Professor Nightshade.” Twilight explained. Mare Do Well nodded her head in introduction to Zecora, but otherwise remained silent.

Zecora nodded, and shifted around in her cauldron bath. As she moved, Twilight could see some of the red in her fur washing away, mixing into the water.

“My tale is simple I was out and about, when I heard someone give an excited shout. Help was required, so I made all haste, but it seemed my effort was a waste. The clearing was empty, save for a book. I drew new to take a closer look. But when I opened it, I thought I might faint, for the blasted book covered me in paint!” Zecora motioned with her hoof, to the red stains in her fur. “The book was gone save a single page, which I almost destroyed in my rage.”

Twilight nodded. This sounded like the kind of thing she’d.. well, that Professor Nightshade would set up. “Zecora, can we see that page? I think it might have a clue that can help us track down Professor Nightshade.” She asked.

Zecora nodded, and pointed towards a table. “The page is on the table you see, though I confess it makes no sense to me.”

Twilight trotted over to the table, Mare Do Well following her. On the table was a simple piece of paper, with some red splotches of paint on the edges.

The page simply held what looked like a crude drawing of an alicorn kicking Mare Do well in the flank, and below that a drawing of a diamond, next to a collar with the word “Fido” written on it.

MDWvsPN

“Diamond Dogs!” Twilight groused as she and Mare Do Well ran through the Everfree Forest, “The Diamond Dog mines are on the other side of Ponyville from the Everfree Forest! That stupid Nightshade lied to us, and it’ll take us forever to get there now.”

After discovering the next clue, the pair had bid a hasty goodbye to Zecora, who seemed content to sit in her tub and wash the paint off.

Twilight’s mind was starting to imagine the possibilities, and she felt panic start to creep into her. The Diamond Dogs were not known to be gentle. Who knows what they could be doing to Spike right now.

She felt tears start to well up in her eyes, as her traitorous mind began imagining what could be happening to her number one assistant.

Twilight felt a pair of legs wrap around her barrel, and looked up to see Mare Do Well hovering over her. She looked questioningly at Mare Do Well, and then without warning, felt her hooves leave the ground as the two shot into the air.

Twilight shrieked as Mare Do Well flew her into the air. The panic she’d felt over Spike’s situation was now completely overriden with the panic of being carried through the air.

“Whoa! Easy there Twi! I got ya, I won’t drop ya.” Rainbow Dash said. It took Twilight a moment to place that, before she realized that Rainbow wasn’t talking in her gravelly Mare Do Well voice. She was talking in her normal voice, trying to sound reassuring.

“If I fly us there we’ll be there in no time, so just relax okay. I promise I won’t let anything happen to you.” Rainbow Dash said, pulling Twilight closer against her.

Twilight relaxed into Rainbow Dash’s grip, taking deep breaths to calm herself. She was okay. She’d be okay. Once she was calm, she opened her eyes and watched as the land below them flew by. It felt so much different than when she was flying with the wings generated by her wing spell. When she flew on her own, she felt nervous, having to keep track of so many things at once. It was fun, but nerve wracking until her hooves were on the ground.

Being carried by Rainbow Dash though, it felt wonderful. Rainbow was flying much faster than Twilight was even capable of going, and she knew this wasn’t even the fastest Rainbow could go. She could feel the wind flowing through her mane, sweeping through her fur. She could also feel the powerful beats of Rainbow Dash’s wings, sending a slight tremor through her body. Most of all though, she could feel Rainbow’s strong legs, wrapped protectively around her.

Twilight was almost disappointed when she saw the fields that led to the Diamond Dog’s caves come into view. All good things had to end however. Rainbow Dash slowly glided to the ground, hovering in place as she gently lowered Twilight to the ground.

Once Twilight was on her own hooves, Rainbow Dash landed next to her. “Uh, Twilight, doesn’t this look off to you?” She asked, her voice dropping back into Mare Do Well.

Twilight looked around the field, and immediately noticed what was wrong. There were no holes. Last time they had been here, the entire field had been ridden with holes that lead to the network of caverns the Diamond Dogs had mined. Now however there were no holes, just a flat plane of land.

As if in answer to Twilight’s unspoken question, the ground beneath the pair began to tremble. Twilight and Mare Do Well braced themselves as the ground shook, trying to keep on their hooves. Cracking noises could be heard from all around them as the ground started splitting open. All around them, apple-golems and flower monsters began climbing out of the ground. They were surrounded, the fruit and flora monsters glaring angrily at them.

Mare Do Well inched closer to Twilight. “No worries Twi, we can take these guys. The flowers wash away with water, and you just gotta hit the apples really hard and they’ll turn back into regular apples.” She whispered.

Twilight nodded, eyeing the creatures wearily. How had Professor Nightshade expected Mared Do Well to handle all these things on her own? “I’ll handle the flowers, I can summon jets of water to deal with them.” Twilight whispered back.

Mare Do Well nodded, and the two continued to watch the creatures before them, not wanting to make the first move.

Finally, one of the apple-golems seemed to lose its patience. “Get da ponies!” It yelled, and the other apple-golems and flowered roared n agreement, charging towards the two ponies.

As the creatures rushed them, Twilight had an idea. “Mare Do Well, get in the sky!” She said. Mare Do Well looked at her for just a moment, before launching herself into the sky. As soon as Mare Do Well had left the ground, Twilight channeled magic into her horn, and began whipping her head around in a circle. On the third circle, a jet of water extended from her horn, whipping around and knocking the charging creatures back, and washing away a few of the closest flower creatures.

Twilight smiled in success, and focused on water spouting from her horn. It coalesced into four globes of water, which hovered around Twilight. She flicked her horn towards one of the flower creatures, and one of the globes of water rushed forward. The globe of water hit the flower creature dead on, washing it away into a puddle of paint.

Twilight heard Mare Do Well cheer in triumph as Twilight launched more water orbs at the flower creatures. Soon enough the flower creatures realized that Twilight could destroy them instantly, and began hiding behind the apple-golems.

Mare Do Well took this as her cue to join in. She flew towards one of the apple-golems, kicking it up into the air. She kicked it again and again, rising higher into the air with each kick, before flying above it and punching it towards the ground. It sailed towards the ground even as Twilight launched a globe of water at the flower monster that had been hiding behind it. With a splash and a boom, both creatures were taken care of.

The battle was almost completely one-sided. It seemed that the other apple-golems and flower monsters couldn’t decide on which of the two was the greatest threat, the water slinging unicorn, or the blazing fast pegasus. Together they were the perfect team for stopping Professor Nightshade’s creations.

Like all good things however, it couldn’t last forever. One of the flower creatures finally struck out, vines whipping against Mare Do Well as she flew towards the apple-golem it was hiding behind. Mare Do Well gasped in surprise as she came crashing to the ground, sliding to a stop before the apple-golem. The apple-golem wasted no time, quickly grabbing the pegasus in it’s large hands.

“Stop water pony! Stop or I break this one!” The apple-golem called out. It squeezed Mare Do Well between its giant hands to emphasize its point, causing Mare Do Well to cry out in pain.

Twilight gasped in surprise, before narrowing her eyes at the apple-golem. “Let her go right now!” Twilight scream.

The apple-golem laughed menacingly. “No, you lay down and turn magic off, or I crush pony!” He said. He gave Mare Do Well another, harder squeeze. This time when Mare Do Well cried out, she couldn’t maintain her voice, crying out in Rainbow Dash’s voice instead.

Twilight’s eyes widened, not in shock, but in fury. These things, the things she had created, were hurting her friend. Nopony, or apple-golem, hurt her friends. She felt her magic surge violently, a feeling she hadn’t felt since the day she got her cutie mark.

The creatures watched in shock as light shone out of Twilight’s eyes. She floated into the air, white light radiating from her body. All around her rocks and stones began levitating, swirling around her as though caught in a gravitational pull. Twilight spread her forehooves, and the gloves of water that had been floating around her began to multiply. Soon the air all around Twilight was filled with water and rocks.

Twilight narrowed her eyes, and her magic cracked forth like thunder, streaking towards the apple-golem that held Mare Do Well. The moment in came in contact with the apple-golem, there was a bright flash, and Mare Do Well was dropped to the ground, as the apple-golem dissolved into nothingness.

Twilight then clapped her forehooves together. At that signal, the rocks and globes of water exploded away from her. Each globe of water rocketed towards one of the flower creatures, bending around the apple-golems that stood protectively in front of them. Each of the rocks meanwhile, flew towards the apple-golems, whistling through the air as they went.

It was over within moments. Mare Do Well stared wide eyed as all around her flower creatures dissolved into paint and apples fell to the ground. Once they were all gone, Twilight lowered to the ground, and the light around her faded away.

As she was lowering towards the ground, she heard a voice angrily pouting in her head. “No no no! You cheated! You’re a big cheater! You weren’t supposed to do all the work! CHEATER!” Professor Nightshade’s voice echoed throughout her mind.

Once she was on the ground, Twilight staggered forward. Mare Do Well was by her side in a flash, pressing up against her to keep her up.

“Uhhhhh, my head,” Twilight moaned, bringing a hoof up to massage her head, “what happened?”

“Twilight... that... was.... AWESOME!” Rainbow Dash said. “You totally just went all magic on those guys! Oh my gosh, I didn’t even know you could do that. It was amazing!” Rainbow Dash was grinning behind her mask, beyond impressed with the display her friend had just put on.

“Uh, thanks Mare Do Well, but can you tune the volume down a bit?” Twilight asked as she massaged her forehead. Mare Do Well smiled sheepishly (not that Twilight could see it) and nodded her head.

“Sorry about that Twi, that was just so amazing.” Rainbow Dash said in a normal volume. “I mean, I knew you were great with magic, but that was something else. I’ve never seen you be so...awesome before!”

Twilight smiled, blushing lightly at the praise. It was so strange to her Rainbow Dash gushing over something that wasn’t her own skills or the Wonderbolts. Twilight wasn’t sure that a higher form of praise existed in Equestria.

Still though, there were more important things to be done than basking in the praise of her friend. “Come on Mare Do Well, we need to get down into the Diamond Dog’s caves and find Spike.” Twilight said, taking a tentative step forward. Her legs still felt a little wobbly, but she didn’t fall down.

Mare Do Well was by her side again, pressing against her and helping keep her steady. Twilight smiled in thanks, and the two walked over to one of the holes the apple-golems had burst out of. It sloped down into the darkness underground, just like when they had been here to save Rarity. Twilight and Mare Do Well looked at each other and nodded in sync, before jumping into the hole.

MDWvsPN

Twilight and Mare Do Well had only been wandering around the caverns for a few moments before they found a Diamond Dog. It was a scruffy black furred Diamond Dog, wearing a grey vest. Twilight and Mare Do Well readied themselves for a fight, but the Diamond Dog seemed happy to see them.

“Oh! You ponies! Come quick, we supposed to take ponies to master Spike!” It said.

Twilight and Rainbow Dash looked at each other in confusion. “Master Spike?” They said.

The Diamond Dog led them through the caverns, traversing the tunnels with ease. After a few minutes of walking, they found themselves in a larger cavern with high ceilings. In the middle of the cavern, laying on a pillow and surrounded by gems, was Spike, groaning as he held his distended belly.

“Spike!” Twilight cried out happily, rushing towards her friend.

“Twi?” Spike groaned out groggily. He gasped as Twilight lifted him up and hugged him against her, squeezing him hard.

“Oh Spike, I was so worried about you!” Twilight said, tears of happiness flowing down her face.

“Worried? Why were you worried about me Twilight? Didn’t you get the letter I sent?” Spike asked in confusion. Before Twilight could answer, Spike burped in her ear, causing her to drop him.

“Letter? Spike what are you talking about? And what happened, how did you end up here?” Twilight asked.

“Well...” Spike began.

MDWvsPN

“Want to play a game widdle dwagon?” The strange mare singsonged to him. The grin on her face was a little creepy, but honestly he’d seen Twilight smile creepier when homework was involved.

“Uh, I guess?” He said uncertainly. He still wasn’t quite sure what was going on here.

“Oh goody! I love games. Let’s play rock, paper, scissors. If you win, I’ll treat you to all the gems you can eat.” The mare said.

“Uh, and what happens if you win?” Spike asked.

“Oh I’ll think of something.” The mare replied, flashing him another one of those creepy grins.

“Uh, alright then.” Spike said. He held out his claw in a rock position, and the mare did the same. At once, they lifted their claw/hoof up and down in time, chanting “Rock, paper, scissors!”

Spike held out his claw flat, choosing paper. The mare held her hoof out... in the exact same shape. Spike never understood why any ponies chose to play this game. They could only ever chose rock after all.

The mare looked in shock at the outcome, as Spike’s mighty paper decimated her flimsy rock. She pouted for a moment, before sitting on her haunches and crossing her forelegs over her chest, pouting. “Fine, you win.” She said, sounding like a little filly.

“Great! So where’s those gems?” Spike asked, almost drooling in anticipation.

The mare sighed. “Yes yes, a deals a deal.” Her horn flared to life, and with a pop both of them disappeared, only to reappear in dark caves.

Spike’s eyes widened in shock and fear as he recognized where he was. These were the Diamond Dog’s caves, he had come here when Rarity had been kidnapped by Diamond Dogs hoping to exploit her gem finding spell.

Before he could move, Diamond Dogs surrounded him and the strange mare.

“Pony and dragon come to our caves! Now you work for us!” One of the Diamond Dogs said, grinning evily at the two.

“I don’t think so you mangy mutts.” The mare snarled out. She turned and looked at Spike smiling, although still creepily, at him. “Widdle baby dwagon, close your eyes for a second okay?” She commanded. Seriously, even though she phrased it like a request, Spike could sense the tone underneath it. Without even thinking about it, his eyes slammed shut.

From behind his closed eyes, he could “see” a flash of light, and hear the Diamond Dogs whimper in surprise and fear. He wanted to see what had happened, but decided to keep his eyes closed until he was told otherwise.

“Alright you mangy mutts! You work for this baby dragon now! My “friends” here will help you mine gems, but widdle baby dragon here gets to eat as much as he wants, do you understand me?” The mare called out. Her voice was almost like Luna’s, when the Princess of the Night was using the Royal Canterlot Voice.

“Yes! Yes mean pony! We follow dragon’s orders!” The Diamond Dog that had first spoken to them said.

Spike finally opened his eyes, which quickly widened in shock. All around the cavern were these strange red creatures that looked similar to the Diamond Dogs, and what seemed to be monstrous flowers. The red creatures were cracking their knuckles threateningly at the Diamond Dogs, some of whom were whimpering in fear.

The mare turned and smiled at Spike, who this time was not able to repress a shudder at the creepy grin. “There you go widdle baby dwagon.” The mare cooed at him again, “All the gems you can eat.”

Spike looked away nervously. “Uhhh, thanks, this is great, but I didn’t let my friend know I was going to be gone, so I should probably get back home so she doesn’t worry.” He said.

“Oh don’t worry, I’ll write a letter to let her know you’re down here, and you can send it to her.” The mare said.

Spike was about to argue, but a Diamond Dog had just pushed a cart full of gems forward and dumped it at his feet. Spikes stomach gave a loud grumble, and he felt himself drooling at the sight.

“Uh yeah, that sounds good!” Spike said, unable to take his eyes off the pile of gems.

The mare’s horn flared with green light, causing a scroll and quill to appear. She quickly scratched out a message, and rolled it up and sealed it.

“Here you go widdle baby dwagon,” She said, “Now I have to go. You enjoy your prize!” With that, the mare disappeared in a flash of green light, leaving Spike alone with the strange creatures, the Diamond Dogs, and slowly growing pile of gems.

MDWvsPN

“Then I told the Diamond Dogs to be on the lookout for you, and to bring you here once you arrived.” Spike said, finishing his story.

Mare Do Well and Twilight glanced at each other, each thinking different things. Mare Do Well was clearly fuming over Professor Nightshade’s actions, whereas Twilight was worried. Professor Nightshade had somehow kept her from remembering any of this, the personality she had created was strong enough to actually block her memories. Not only that, but earlier, after she had defeated Nightshade’s minions, she’d heard Nightshade chastise her for “cheating”.

“Uh Spike, you wouldn’t happen to know what that mare did with all the books in the library would you?” Twilight asked, noticing finally that there wasn’t any sign of the books.

“What? No, she didn’t do anything with the books. Are you saying they’re gone?!” Spike said, panic starting to creep into his voice.

Twilight sighed, and nuzzled against him. “It’s alright Spike, I’m just glad you’re safe. Let’s go home.” Twilight said. She pulled Mare Do Well closer to her, and cast her teleportation spell. With a pop, the trio was gone, leaving a confused group of Diamond Dogs behind.

“Ponies.. nothing but trouble!” One of the Diamond Dogs groused.

MDWvsPN

Twilight, Spike, and Mare Do Well appeared in the library in a flash of lavender light. They blinked to clear the light from their eyes, and shook their heads to shake off the disorienting feeling teleportation sometimes caused.

“Uh, Twi, what books are supposed to be missing?” Spike asked, looking around the library.

Twilight opened her mouth, before snapping it shut. All throughout the library, the shelves were lined with books, all properly placed. When she had been here earlier they were all missing... that was part of the plan she came up with before “becoming” Professor Nightshade, but she never brought them back. She’d been with Mare Do Well the entire time! How was this even possible?

“UGH! It’s like she’s just messing with us! This whole thing was just a big waste of time!” Mare Do Well groaned, glaring at the books as though they had caused this offense.

“I... I’m sorry Rai-...Mare Do Well. I don’t even-” Twilight began apologizing, but Mare Do Well held up her hoof.

“It’s not your fault Twi, this Professor Nightshade is just messed up in the head.” She sighed, before looking out the window. The sun was beginning to set, casting its glow across the sky into beautiful colors. “I’m gonna head home. I have a shift with the weather patrol in the morning.” She said.

“Alright, thanks again for all your help!” Twilight said, walking with Mare Do Well to the door of the library.

“Ah it was nothing. Besides, you did most of the work yourself! Seriously Twi, you kicked some serious flank back there. We really need to hang out more!” Mare Do Well said.

Twilight smiled brightly at that. “I’d love that. Take care of yourself alright?” She said.

Mare Do Well nodded, and once the door was open shot through and up into the sky. Twilight watched her go for a moment, before shutting the door and heading back into the library.

Obviously something was wrong. Was she too into the Professor Nightshade persona? Or had she made her too real? Either way, she’d be steering clear of it for a while. It’s not like Batmare crossed paths with the Fool every day right?

Yep, a few days of normalcy would do her some good, maybe then she could ignore the evil laugh she swore she could hear in the back of her mind.

Chapter 5

View Online

Mare Do Well vs Professor Nightshade
Chapter 5: Age of Applecalypse

Disclaimer: I do not own My Little Pony: Friendship is Magic

The town of Ponyville! Home to the bearers of the Elements of Harmony, and more recently the Mysterious Mare Do Well, hero extraordinaire! Also the current target of the villainous Professor Nightshade, who we are assured actually has attained her Professorship.

Of course, nopony would ever expect that underneath her mask, the Mysterious Mare Do Well was actually mild mannered Rainbow Dash. That’s right True Believer! This unassuming pegasus dons the cape and hat of justice each night to protect her fair town.

How did such a ordinary pegasus become the terror that flaps in the night? It all began when she was just a filly. Her parents had taken her to see a play, but had disappeared after going to the bathroom during the intermission. That night, young Rainbow Dash swore that she would have her revenge on criminals, since obviously they had something to do with it. She spent years training herself in coolness, awesomeness, and radicalness, before she felt like she was ready.

“But before I begin avenging the mysterious disappearance of my parents, I’ll need a disguise!” Rainbow Dash said to herself one evening. “Criminals are a superstitious, cowardly lot, so my disguise must be able to strike terror into their hearts. I must become a creature of the night, purple, terrible...a...a...”

As if in answer, a huge duck wearing a purple Tando hat flew through the window. It was the sign she needed. Donning the cape, cowl, and hat, Rainbow Dash became this weird figure of the dark, the avenger of evil, the special new bulletin that interrupts your favorite show, the sticky piece of gum that sticks to the bottom of crime’s shoe, the Mysterious Mare Do Well!

Rainbow Dash’s eyes flew open, as her stomach gurgled angrily. “Ugggh, no more of Pinkie Pie’s hot sauce cupcakes before bed, they always give me the craziest dreams.” She mumbled, before snuggling back into her covers and trying to fall back asleep.

MDWvsPN

Mighty mare of mystery,

Champion of right,

Swoops out of the shadows,

Mare Do Well owns the night.

Somewhere some villain schemes,

But he's goin to a jail cell.

(3-2-1) Mare Do Well (When there's trouble you call MDW)

Mare Do Well (Let's get dangerous)

Mare Do Well (Mare Do, Mare Do Well!)

Cloud of smoke and she appears,

Master of surprise.

Who's that awesome mind behind

That shadowy disguise?

Nopony knows for sure,

Bad guys better say farewell.

'Cause here comes (Mare Do Well)

Look out! (When there's trouble you call MDW)

Mare Do Well (Let's get dangerous)

Mare Do Well(Better watch out, you bad colts)

Mare Do Well!

MDWvsPN

Rainbow Dash sighed grumpily as she flew over Ponyville. It had been almost a week since Twilight and her had rescued Spike. Rainbow Dash scoffed at that thought. All they had rescued Spike from was an all you can eat buffet.

Since then there hadn’t been a peep from Professor Nightshade. In fact, nothing much had happened in Ponyville. It was driving Rainbow Dash crazy! She had spent the first couple of days almost entirely in her Mare Do Well costume, just waiting for Professor Nightshade’s next scheme. It had her set on edge, and worst of all, it was for nothing.

She was itching to pay Nightshade back for humiliating her last time. She still couldn’t believe that one of those flower monsters had dropped her so easily. Then she was taken hostage. SHE, the ever amazing Rainbow Dash, was taken hostage by a talking apple.

The only bright thing to come out of the whole encounter was her front row seat to Twilight’s awesome display of magic. She had never seen anything like it. Sure, when Twilight had dealt with the Ursa Minor, that had been impressive. But it was more controlled, calm. The Twilight that Rainbow saw during the fight was.. primal. She literally exuded this amazing energy, like she could rip the sky open with a thought. And it was all to protect her! Not that she really needed to be protected, she probably could’ve escaped the apple-golem’s grasp eventually, but it still was nice to see Twilight go all super mage to save her.

Thinking about it, Rainbow tilted her wings and flew towards the Golden Oaks Library. She had said Twilight and her should hang out more, and she wasn’t doing anything right now. Why not see if Twilight wanted to hang out for a while. It was better than flying around aimlessly.

She landed in front of the library, and trotted up to the door. She almost knocked, before she remembered that the library was open during this time. It was so hard not to think of the building as Twilight’s home. Heck, before Twilight had come to Ponyville, Rainbow Dash hadn’t even known they’d had a library!

Walking inside, she saw Twilight sitting at the reading table, a book in front of her and scrolls laid out nearby, quills scratching away as she wrote with her magic.

“Heya Twi!” Rainbow Dash called out as she trotted into the library. The quills in Twilight’s magical grasp fell to the table as she lost her concentration. She looked up in surprise to see the rainbow maned pegasus walking in.

“Oh hello Rainbow Dash. I’m sorry, I didn’t hear you come in, I was kind of in my “full-blown study mode” as Spike calls it.” Twilight said.

Rainbow Dash waved a hoof nonchalantly. “No biggie Twi. I was just coming to see if you wanted to hang out for a while, but I can leave if you’re busy.”

“Oh! No no, I could use a break actually.” Twilight said, giving Rainbow a smile. “What did you want to do?”

Rainbow Dash thought for a moment before shrugging. “I dunno, we could go for a walk I guess, maybe grab some food.”

“That sounds good, just give me a second to let Spike know he’s in charge.” Twilight said, walking up the stairs to talk with the young dragon. Rainbow Dash waited, though she could already feel her wings twitch impatiently even though it had only been a few second.

Twilight walked back down smiling. “All set, shall we?” She asked, heading towards the door. Rainbow Dash followed after her, and together the two walked out onto the streets of Ponyville.

They walked in companionable silence for a few minutes, just enjoying the company. Well, Twilight walked. Rainbow Dash flew nearby.

“So, what have you been up to Rainbow?” Twilight asked.

Rainbow shrugged as she flew. “Not much really. I spent the first couple days after we rescued Spike on full alert, but nothing’s been happening, and there’s been no peep from Professor Nightshade, so I’ve just been working and practicing my flying again.”

“Oh, practicing some stunts?” Twilight smiled at her as her eyes took on a far away look. Was she imagining Rainbow doing some stunts?

“Nah, actually I’ve been trying to improve my sudden acceleration and turning skills. Want to be able to dodge better so something like last time doesn’t happen again.”

“Oh...” Twilight trailed off.

“So what were you thinking about?” Rainbow asked, wondering what had caused her friend to start day dreaming.

“What do you mean?” Twilight asked.

Rainbow smiled. “When you asked if I had been practicing my stunts, you got this look in your eyes like you Pinkie Pie does whenever she starts thinking of those chimicherry things.”

“Oh ummm.... nothing, I was just letting my mind wander.” Twilight said, a blush gracing her face.

Twilight was blushing? This was too good, Rainbow had to know now. “Ah c’mon Twi, you can tell me!” Rainbow Dash said, flying down and poking Twilight in the side.

Twilight let out an adorable eep and jumped to the side, the blush on her face growing. “I.. I... Oh fine.” Twilight sighed, and took a deep breath, trying to will the blush off her face. “I was thinking that it would be fun to fly with you when you pull off some of your stunts.” Twilight said. She looked at the ground embarrassed.

Rainbow Dash had not been expecting that. While Twilight had calmed down quickly after she’d picked her up to fly her to the Diamond Dog fields, she hadn’t thought she’d particularly enjoyed it. Apparently she had been wrong.

“Wait... you mean you want to go flying with me?” Rainbow asked, trying to hide the excitement in her voice. Her only other friend with wings was Fluttershy, and she much preferred to keep her hooves planted firmly on the ground. She’d always wanted to share her sky with her friends, but they all always seemed so... grounded.

“Well.. yeah. I mean, it was scary at first, but once I got used to it, it was amazing! The wind, the speed, the view! I can see now why you’re always spending your time in the air!” Twilight said, smiling brightly at her friend.

Rainbow felt her cheeks heat up this time. People had often complimented her on her stunts, but the way Twilight talked about just her average flight made it sound like she’d performed a Sonic Rainboom.

“Well...” Rainbow began, trying to shake off her hesitancy. She’d never offered to do this for anypony before, and she was feeling uncharacteristically nervous, “Would you like to go for a flight?”

Twilight looked shocked for a moment, then her face beamed with happiness. “I’d love to!” She chirped, and Rainbow could see she was practically bouncing with excitement. Rainbow found herself mirroring Twilight’s excitement as she flew down, hovering over her friend.

“Alright, I’ll hold onto you just like last time okay?” Rainbow said. Twilight nodded, and Rainbow lowered herself down, gently wrapping her forehooves around Twilight’s barrel. Once she was sure of her grip, she pulled Twilight tightly against her. Then, smirking mischievously, Dash shot up into the air.

Twilight gave a scream of surprise, but it quickly turned into one of delight as she and Rainbow climbed into the air. Rainbow could feel Twilight’s heart hammering in her chest, but she was still smiling and squealing in excitement.

Deciding to push her limits, Rainbow Dash pulled up into a quick loop. It was a bit harder to do carrying Twilight, but it was totally worth it to hear Twilight cheer and laugh. She was having a blast! And if Rainbow Dash couldn’t even begin to pretend that she wasn’t.

They flew like that for what felt like hours, eventually making it over Ponyville Park. Rainbow really cut loose here, increasing the speed and closing the size of her loops. All the while Twilight was laughing, cheering, urging Rainbow to go faster.

After a while, Rainbow felt herself starting to get tired. She’d never carried another pony this long while flying, and certainly not while trying to do even the simplest of stunts. She was going to have to call it pretty quick, but she wanted to do one last thing before they went back down to the ground.

She leaned forward, placing her mouth next to Twilight’s ear. She was so excited, she didn’t even notice Twilight shiver as she breathed against her ear. “Twi... do you trust me?” Rainbow asked. She felt her own heart hammering in her chest as she looked at Twilight, waiting for an answer.

Twilight turned her head to look at Rainbow, and the smile she gave her made Rainbow’s cheeks light up once more. “Of course Rainbow.” Twilight said.

Rainbow nodded. “Okay then, get ready for the finale!” Rainbow said. Before Twilight could ask what she meant by that, Rainbow went into a steep dive. She dove just long enough to get a good burst of speed, before pulling up sharply, shooting up into the sky. As she pulled up, she loosened her grip on Twilight, and then flung her into the sky. Twilight gave a shriek of fright as she found herself flying through the air sans Rainbow. Rainbow watched her tumble through the air until she reached the peak of her ascent. Then, just as she began to fall back down, Rainbow swooped under her, catching her in her forehooves.

Twilight wrapped her own forehooves around Rainbow’s neck, and tucked her head into her chest. Rainbow could feel her trembling violently, and was almost afraid that she went too far, until Twilight looked back up at her, and Rainbow suddenly found her heart stuck in her throat.

Twilight’s eyes were wide with fear and excitement. Her cheeks were flushed, and her chest heaved with heavy breathing. But her smile... her smile was something else. It was part excitement, part trust, and part something Rainbow couldn’t place, but made her feel warm inside.

“Rainbow! That was amazing!” Twilight said once her breathing began to get under control. She playfully poked Rainbow in her chest. “But if you ever do that to me again I’ll turn you into a turtle.”

“Tortoise.” Rainbow replied absentmindedly, enjoying the feeling of warmth Twilight was giving her.

Twilight laughed, and the two stared at each other. They were looking in each other’s eyes, staring deeply, as if they held the answer to some important question that hadn’t even been asked yet.

Then, Rainbow’s stomach rumbled loudly. The two mares snapped out of their trance, this time looking at each other sheepishly. Rainbow started laughing, quietly at first, but getting louder with each passing moment. And Twilight was laughing right along with her.

“Sorry, guess I worked up an appetite.” Rainbow said, though her blush had nothing to do with the noises her stomach was making.

Twilight nodded, smiling gently at her. “I could only imagine. Come on, let’s land and head back into town, I’ll treat you to lunch. It’s the least I could do.” She said.

Rainbow nodded, and lowered the two to the ground. Once Twilight was on the ground, they caught each other’s eyes once again. Twilight’s stomach gave a grumble this time, and she looked away blushing. Rainbow laughed, and Twilight giggled. Together, the two mares headed into town to find some food, and each individually to think about the moment they’d just experienced together.

MDWvsPN

Twilight smiled happily as Rainbow walked her back home. After a lunch at the local cafe, they’d returned to the park where Rainbow had asked Twilight for a demonstration of her magic. It was the first time anypony other than her parents, Spike, or Princess Celestia expressed any interest in the spells she actually knew. She knew all her friends were proud of her magical ability, but they never seemed to care what she had actually studied.

Rainbow however was very interested. She asked for demonstrations, asked how hard some spells were to learn, and always looked impressed by Twilight’s answers. She shared her own experiences with learning difficult tricks, how many hours she put into practice to be able to pull them off.

Before they realized it, the sun had begun to set. They reluctantly agreed to call it a day, but Rainbow insisted on walking Twilight back to her home. And if Twilight was being honest with herself, she really didn’t want to decline Rainbow’s offer.

“Seriously Twilight, you’re amazing! I didn’t even know you could do half those things with magic!” Rainbow said. Twilight could feel her cheeks heat up in another blush, but it had been happening all throughout the afternoon as Rainbow Dash continued to compliment her skills.

All too soon, they found themselves back at the Golden Oaks Library. Twilight stomped down her feeling of disappointment, and faced Rainbow with a smile. “Thanks for today Rainbow, it was the most fun I’ve had in a while.” She said.

“Heh, no problem Twi, honestly I can’t remember the last time I had so much fun.” Rainbow said, her smile matching Twilight’s. “Honestly, I think the best thing that could have happened to this town was you moving here. It’s like, you make the entire town 20% cooler just by being here.”

Twilight felt her blush light up her whole face at that. “Th-thanks Rainbow Dash. I-I’m glad I moved her too, just to have met you...” Twilight started drifting off with a smile, before she cleared her head with a shake, “..and the rest of the girls! You’re all the greatest.”

A nervous silence descended between the two, as they begun looking everywhere but at each other. “W-Well, I should probably head home.” Rainbow said. “I’ve gotta move some rain clouds over Sweet Apple Acres tomorrow morning.”

“Yeah... I should probably hit the hay soon too, need to finish up that book...” Twilight trailed off, for once her mind not thinking about the knowledge hidden beneath the cover of a book.

“Sooo... I’ll see you later then. G’night Twi!” Rainbow Dash said before she launched herself into the sky, flying towards her cloud house.

Twilight watched as the pegasus streaked into the sky, idly noting that it was a twilight sky she was flying in. She had a dopey smile on her face, as she turned and walked back into the library.

That night, Twilight dreamed of endless skies and blue feathers (and of ducks wearing purple hats, but she blamed that one on the hot sauce cupcake Pinkie Pie had forced her to try).

Author's Notes:

Worry not True Believers, action returns in the next installment of Mare Do Well vs Professor Nightshade, but even heroes deserve a break! But we all know that no villain can stay quiet for long. What exactly is Professor Nightshade planning? And who is this young foal fighting beside the Mysterious Mare Do Well? Find out next time, same Mare Do Well time, same Mare Do Well channel.

Props go out to DC for Batman, and Disney for Darkwing Duck in this chapter. God I miss that show.

So, finally get a little bit of Twidash in this... you know, the fic I'm writing for a Twidash contest... sometimes I wonder about myself.

Anyways, hope you all enjoyed, and thanks to everyone for all your comments and support, I'm glad you're all enjoying reading this as much as I'm enjoying writing it!

Chapter 6

View Online

Mare Do Well vs Professor Nightshade
Chapter 6: The Infinity Cupcake

Disclaimer: I do not own My Little Pony: Friendship is Magic

“Mare Do Well Stop! That’s the princess you’re hurting!” ~Chicken, sidekick of Mare Do Well

“I know Chicken, and I won’t stop until she’s dead!” ~Mare Do Well

Caption: What’s this True Believer? Mare Do well is attacking the princess? What could drive our heroine to such acts? And can Chicken stop her? Read to find out!

Princess Luna shook her head in exasperation as she looked at the comic book cover. “I always hate it when they do this. The story inside probably has nothing to do with what’s on the cover, and even if it does it’s never really Mare Do Well, always somepony pretending to be her.” She glared at the comic, as though trying to force the cover to be more truthful about its contents. Then, she shrugged. “Oh well, it’ll be humorous to see ‘Tia getting thrashed.”

MDWvsPN

After two weeks without even thinking about schemes or practicing her evil laugh, Twilight finally felt like she was ready to step into her Professor Nightshade persona again. She had been hesitant to try after the fiasco with Spike getting foalnapped. Eventually she figured that she had simply been too into the character, so much so that she was willing to take actions that only Professor Nightshade would take, like blocking her memories.

Now that she had determined that though, she figured she’d be able to keep it from happening again. She’d simply use the Professor Nightshade persona she’d developed as a guide, but she’d stay Twilight (except in appearance).

Besides, todays caper promised to be fun. There’d only be a few minions involved, then it would be her and Mare Do Well, facing off mare against mare. It’d be just like Sherclop Pones squaring off against Professor Maneiarty, or Daring Doo vs Ahuizotl.

More importantly, it meant she’d be spending time with Rainbow Dash (even if Rainbow herself didn’t know about it). She’d found herself increasingly drawn to the mare since their day in the park, and it seemed the feeling was reciprocated. It wasn’t unusual for Rainbow Dash to show up at the library at some point in the afternoon to see if Twilight wanted to go flying, or want an audience to practice magic with.

One day they’d even done some “training”, with Twilight launching harmless spells at Rainbow Dash as she tried to dodge them. The sight of Rainbow Dash writhing on the ground, laughing her head off under the effects of Twilight’s tickle spell, brought both a smile and a blush to Twilight’s face. Something that had been happening a lot since she and Rainbow Dash had been hanging out.

“Twilight, you’re doing it again.” Spike said, snapping Twilight out of her thoughts.

“Doing what?” She asked.

Spike shook his head in exasperation. “Wearing that silly grin while you stare off into space. Seriously, it’s creeping me out.”

“Sorry Spike, guess I’ve just been distracted lately.” Twilight said, doing her best not to think of the source of her “distraction”.

“Whatever, so what are you and Rainbow Dash doing today?” Spike asked. While Twilight would try and deny it, he knew that the rainbow-maned pegasus was the source of her distraction. He didn’t really care, honestly he was glad to see her get out of the library more often. Besides, she always gave him a couple gems for watching the library in her absence, so it was win-win.

“Nothing today, I have some errands to run today in Canterlot. I need to restock some of our potion ingredients, and the book I ordered arrived at Lee & Kane’s bookstore, so I’m going to pick it up while I’m there. I should be back before dinner.” Twilight said. She used her magic to levitate her saddlebags of the hook she kept them on. A moment later and they were securely cinched around her. “Will you be alright on your own today?”

Spike waved a claw dismissively. “Sure thing Twi, it’s not like it’s the first time I’ve watched the library.”

Twilight smiled at him. “Of course, I’ll be sure to bring you back some of those sapphire donuts you like from Donut Joes.”

Spike smiled excitedly at the prospect of gem encrusted pastries. “Alright! Thanks Twilight, you’re the best!”

Twilight rolled her eyes. Spike was easy to keep happy, but she wouldn’t trade him for anything. “Okay, well I’m off then.” Twilight said, trotting out the door as Spike called out a farewell behind her.

Twilight trotted a few yards away from the library, before lighting her horn up with magic and teleporting away. She appeared back in the basement of the library, which she quickly ensured was locked. No way was she going to make a repeat mistake like having Spike walking in on her.

After she was satisfied that nopony (or dragon) would be coming in, she began casting the spells she’d need to become Professor Nightshade. She checked herself over in the mirror to make sure everything looked right, it had been over two weeks since the last time she had done this after all. There was nothing to worry about though, everything looked perfect. She then grabbed two buckets full of concrete mix in her magic, before teleporting to her next destination. It was time for the show to begin.

MDWvsPN

Rainbow Dash was lounging on a cloud high above Ponyville, but she wasn’t napping for once. She was too busy thinking about the last week, the week she’d spent primarily in the company of a certain purple unicorn.

Had somepony told her a month ago that she would be spending so much time hanging out with Twilight, she probably would have laughed at them. Not that she didn’t like Twilight back then, it’s just that they didn’t seem to have very much in common. Rainbow was an athlete, a performer, whereas Twilight was an egghead, forever a student. She was a great pony, but back then Rainbow Dash figured she’d just be boring to hang out with, like wanting to read together or something.

Instead, she found somepony who got the same thrill she did out of flying, even if she didn’t have wings of her own. They also shared the intense drive to succeed, even if it was in different things. While Rainbow wanted to be the best flyer in Equestria, Twilight wanted to be the best mage. Their goals were different, but the path was oh so similar. Ever since that day in the park, she felt a sense of companionship she’d never known she longed for. Not that she’d ever say it like that to Twilight, that was way too mushy. She’d just tell her that she was way cooler than some unicorn named Starscream the Something or other, and enjoy the small smile and blush it brought to her face.

That smile... ever since that day, Twilight’s smile made Rainbow feel warm all over. If she were a less cool pony, she’d know that she’d been blushing a lot more recently in the company of her friend. But that couldn’t be true, she didn’t blush. She exuded radicalness! That had to be what it was. Still though, a small part of her found she didn’t mind the prospect of blushing because Twilight.

Rainbow Dash smiled and closed her eyes, letting her mind drift as she imagined flying with Twilight. Hearing her scream in excitement as she went into a sharp dive, or hearing her gasp in awe when she showed her a new view from the sky. Or was that scream in awe... no, she never screamed in awe, was that even a thing? Why was the Twilight in her mind screaming like that?

The screams coming from below finally thrust Rainbow from her daydreaming. The ponies of Ponyville were freaking out about something, but what? She flew closer to the town, hoping to hear what was going on.

In the center of town, Mayor Mare stood before Town Hall trying to calm the ponies to find out what was going on.

“It’s that Professor Nightshade! She’s created more horrible creatures and they’re trying to break the dam open!” Caramel shouted.

“The horror! The horror!” A mare cried out.

“Ohhh, she’s so evil, I had to write a song about her!” Pinkie Pie shouted from amongst the crowd.

“Now Pinkie Pie, darling, I hardly think now is the time for-” Rarity began, but was cut off as three ponies, dressed in western clothing and wearing cowpony hats, began to sing.

Nightshade

She rides across Ponyville

The alicorn of sin

She put Sweet Apple Acres

In the mess it's in

She's Mare Do Well's archvillian

So let the games begin

A heinous crime, a threat is made

Her evil always makes the grade

Nightshade

She's bad

There's evil plans of evil

She's hatching, so beware

The grade that she gives you

Will be your last, we swear

So pray that our masked hero

Can stop this wicked mare . . .

Get saddled up

There's no recourse

Professor Nightshade's

One Bad Horse

With that, the three cowponies disappeared into the crowd. Everypony stared at Pinkie Pie, who simply shrugged.

“What?” She said, “That wasn’t me, my song was a remix of my Evil Enchantress song!”

The assembled ponies as one decided to simply ignore what had just happened, and focus on more important things. Like the impending, town-destroy catastrophe that was taking place.

Then, as if to answer the prayers of the town, a shadow flew by. The assembled ponies looked up, for flying towards the dam was their hero. The Mysterious Mare Do Well

“Go get her Mare Do Well!” Somepony in the crowd shouted, and soon the rest of the ponies started cheering, shouting her name and their assurances that she would win.

Mare Do Well flew as fast as she could towards the dam. Celestia only knew how long Professor Nightshade had been working to destroy it, the thing could possibly break at any moment. There was no way she was going to let that happen.

Soon enough she arrived at the dam. She could see Professor Nightshade standing at the top of the dam, looking down as some grey, golem like monsters slammed their fists against the dam. There was only five of them, but they were sticking to the side of the dam about midway up. She’d have to be careful, she had no idea what these ones were capable of.

She landed at the top of the dam, near Professor Nightshade. Twilight had explained to her that animation magic, like this one, was tied to the caster’s will. The caster didn’t have to be nearby for the spell to be in effect, but if the caster lost consciousness, then the will maintaining the golems would be gone, and they wouldn’t be able to act. So her best bet right now was to try and take out the caster, Professor Nightshade.

Professor Nightshade turned and looked at her as she landed. Nightshade quirked an eyebrow in confusion. “A strangely dressed mare?” She asked.

Mare Do Well just stared. What... she didn’t recognize her? It had only been a couple weeks since they’d last faced off. Weren’t they supposed to be archenemies or something? Didn’t that count for anything?

Out of the corner of her eye, Mare Do Well saw her hat floating by on the wind. She raised a hoof to her head and felt nothing, realizing it somehow fell off in flight. She quickly grabbed the hat before the wind could whisk it away, and placed it securely on her head.

“Ahhh, Mare Do Well the strangely dressed mare, I should have known!” Professor Nightshade said.

Mare Do Well couldn’t help it, she had to facehoof. Nightshade only recognized her with the hat on? How did that even make sense?

Then Mare Do Well realized something even more important. Her hat had come off, the hat that Twilight had enchanted to stick to her costume despite the speeds she flew at. That meant one of Twilight’s enchantments had run out. That meant that the spell she had cast on the costume to help protect her could also be gone.

It wasn’t that big of a deal, but it was a good thing she realized it now rather than in the middle of a fight. If she fought like she did the first time she fought the apple-golems, she’d be likely to end up with a broken leg.

“What are you doing Nightshade?” Mare Do Well growled out at the mad mare, “I thought you were trying to take over Ponyville, not destroy it.”

“Oh Marey, Marey. Quite contrary, I’m not trying to destroy Ponyville. I’m just going to give them a choice.” Professor Nightshade said.

Mare Do Well grit her teeth at Nightshade’s condescending tone. “And what choice is that?”

“Oh you know, submit to my rule or....” Nightshade trailed off, grinning wickedly at Mare Do Well.

“Or?”

“Or grow some gills” Nightshade said, before laughing evily. Mare Do Well hated to admit it, but Nightshade had the evil laugh down perfectly.

“Only problem with that Nightshade, is that it’s going to be hard to finish your plan in one of Canterlot’s dungeons.” Mare Do Well said.

For some reason, this challenge just made Professor Nightshade smile in approval. “Ohhh, I knew you had it in you Marey. Still, think you’re going to stop me?” She flared her wings open, and Mare Do Well instantly recognized the challenge before it was even issued. “You’ll have to catch me first!”

As soon as Professor Nightshade was done speaking, both mares launched themselves into the air. It was quickly apparent that Mare Do Well was the better flyer, she easily caught up with Nightshade in a matter of seconds. However, right as she was getting close enough to hit the crazy mare, she disappeared in a flash of green light only to appear a short distance away.

“Ohhh, so close Marey, but you’ll have to do better than that. Meep Meep!” After that strange comment, Nightshade took off again, with Mare Do Well in hot pursuit.

The two of them flew through the sky, Nightshade teleporting away every time Mare Do Well started to get close. Not too far away, just enough to start flying again and force Mare Do Well to have to catch up.

“Come on Marey, I’m starting to get boooooored.” Nightshade called out as she flew over Ponyville. The citizens of the town stared in shock, getting their first real look at the villainess.

“She’s an Alicorn?!” Somepony called out from below.

“Like the Princesses?!” Another pony cried.

“The horror! The horror!” Guess who!

Professor Nightshade smiled as she looked down at the ponies who started running around the town in fear. She quickly teleported to the right as Mare Do Well’s hoof came inches from her head.

“Look at that Mare Do Well. Ponies are such silly little creatures. One little alicorn shows up, then everypony loses their minds!” Nightshade teleported again, as Mare Do Well tried to tackle her in the air.

“The only pony who’s lost their mind here is you Nightshade!” Mare Do Well growled out, rocketing towards her foe again.

“Ohhh, have you been practicing Marey? Why I didn’t know you cared.” Nightshade taunted, before teleporting up higher as Mare Do Well got close once again.

Mare Do Well stopped for a second, catching her breath as she tried to figure out what to do. Each moment she wasted chasing Professor Nightshade was another moment closer the dam came to bursting, but she couldn’t catch her. She was slippier than a Quarray eel.

She really wished Twilight was here. She’d be able to figure out a plan to catch Nightshade. It would probably be something complicated, something that Mare Do Well wouldn’t really understand at first, but it would be something that would work.

So that was it, she just needed to try and think what Twilight would do in this situation.

First thing first, she knew that she couldn’t catch her with pure speed. Nightshade always just teleported out of the way right before Mare Do Well could touch her. She could try going into a Sonic Rainboom, those speeds may be too fast for Nightshade to react. But those speeds could also kill the crazy mare, something Mare Do Well was not willing to do.

But... what if she didn’t need to catch her? A plan began forming in Mare Do Well’s head, a plan she was sure even Twilight would be proud of.

MDWvsPN

Professor Nightshade looked around in confusion. Surely she hadn’t lost Mare Do Well? The masked mare was much faster than she was. But the mare had suddenly disappeared after they started flying away from the town.

She was probably trying to hide in the clouds, to try and get her with the element of surprise. It wasn’t a bad plan, but she would be expecting it. She’d just have to avoid getting too close to any clouds.

A whistling sound gave her the brief warning to teleport away, milliseconds before Mare Do Well swooped into the area she had just been occupying.

“There you are Marey! I was starting to get worried. I thought something terrible might have happened to you.” Nightshade said, before her voice took on a gruffer undertone, “It figures I couldn’t be that lucky.”

Mare Do Well didn’t say anything, just launched herself towards Nightshade again. Was she really that stubborn? Did she not realize she couldn’t catch her by just charging at her repeatedly?

Professor Nightshade sighed disappointedly before teleporting away. “You know Marey, I was really expecting more fro- whoa!” Nightshade barely had the time to teleport away from Mare Do Well’s hoof. How had she gotten there that fast? She teleported away again, and then again, as Mare Do Well came closer and closer to hitting her. After two more teleports, she finally saw what was going on. It was the clouds. Mare Do Well was charging her as fast as she could, and then using the clouds around the area like springboards, launching her faster after each jump.

Of course the answer was simple, teleport out of the cloudy area. She waited until Mare Do Well was almost upon her again, before she teleported up above the clouds. Seconds later Mare Do Well burst from the clouds, and Nightshade couldn’t help but taunt her. “Oh good show Marey, you almost had me there. But what’re you going to do without all those clouds to bounce off?”

Surprisingly, Mare Do Well’s answering voice sounded smug. “I’m not out of clouds to help me yet!” She said. She reached into her cape, and pulled out a small cloud ball. “Suck cloud evil doer!” She shouted, flinging the cloud at Nightshade.

Professor Nightshade watched as the cloud ball sailed harmlessly over her. “Wow Marey.. that... even I can’t find anything funny about that.” Nightshade said, shaking her head sadly.

“Oh yeah? Do you see anything funny about that?” Mare Do Well asked, her voice sounding smug. She was pointing to something above Nightshade. She looked up, to see a dark storm cloud crackling with energy. How had that even happened? There was no pegasus anywhere near the cloud to draw lightning from it.

As the bolt of lightning raced from the cloud towards Nightshade, she realized what had happened. She had never lost Mare Do Well, Mare Do Well had been trapping her. She probably pushed all these clouds over here, corralling Nightshade into the area and then making her think that the clouds she was using as a springboard were the only danger. She’d also set up a storm cloud and primed it, needing just a little bit more pegasus magic to unleash its payload. Pegasus magic, that was contained in that small cloud ball she had dismissed.

Nightshade acted quickly, forming a small shield of magic around her. The lightning bolt easily burst through the shield, but the brunt of the power was absorbed.

“AHHHHHHH!” She scream as the lightning hit her. Then she was falling. She tried to right herself, tried to flap her wings, only to realize that the lightning strike had vaporized her delicate wings. She was plummeting to the ground, to her death, and there was nothing she could do. She idly realized that she was no longer thinking like Professor Nightshade, who would be relishing her impending demise, but instead like Twilight Sparkle

She closed her eyes, waiting for the inevitable impact even as she wished this hadn’t happened. She had so much more she wanted to do. She still hadn’t even told Rainbow Dash that she...

She felt her fall stop suddenly, but she didn’t feel any pain. Instead, she felt warm. Warm and protected. She cracked open an eye to see that, like that final stunt that day in the park, Rainbow Dash had caught her in her forehooves.

She couldn’t help herself, it was purely off impulse, a desperate need to convey her feelings to her savior. She lunged her head forward, kissing Mare Do Well forcefully over her mask.

As quickly as it began, it was over. She felt Mare Do Well toss her away and blinked her eyes in confusion as the masked mare backed away from her. Her heart hurt momentarily, before she remembered the situation she was in. She wasn’t Twilight Sparkle, and that wasn’t Rainbow Dash. She was the evil Professor Nightshade, and that was her foe the Mysterious Mare Do well. This, this was all wrong!

Not saying anything else, she teleported away in a flash of green. Back to the basement of the library, where she laid on the floor in the darkness for what felt like hours, but what was really a few minutes. She slowly stripped away the illusion magic, trying as hard as she could not to think about her brush with death. She looked over herself and saw a patch of singed fur from where the lightning had hit her. Her horn flared, and she cast a small illusion to cover it, making her fur look normal.

That... that was insane. This whole thing was insane! It had gotten way out of hoof! She had almost died! Died! For what? A game? That’s really all this was. And she was done with it. Rainbow Dash had gotten to play hero, surely this was enough wasn’t it?

She sighed, and teleported back outside the library. She walked inside, to find Spike sleeping at the table in the main room. Twilight smiled, even as she felt tears leaking out of her eyes. She had almost died, almost left Spike on his own. Almost left her friends on her own...

Almost left Rainbow Dash...

She collapsed onto one of the sitting pillows and cried silently, thankful that she was alive, but cursing her stupidity for getting into this situation. And worse of all, she could feel somewhere deep within herself that it wasn’t over. Of course it wasn’t over. It wouldn’t be over until Professor Nightshade either won or was destroyed. And there was no way she would let her win, because that would mean the end of Mare Do Well, the end of Rainbow Dash.

So she cried, she cried until she felt empty, and before she knew it, she was asleep.

MDWvsPN

She groaned in her sleep as she felt herself stirring. Something was prodding her side, some evil entity was trying to rouse her from the blissful dreamless sleep she’d been having, and she let her displeasure known in another loud groan.

“Twi? C’mon Twi wake up, please!” The voice that broke through her sleepy state filled her with both bliss and hatred. It was Rainbow Dash’s voice.

“Dashie?” Twilight mumbled tiredly.

“Dashie huh? I guess that’s fair if I call you Twi.” Rainbow chuckled.

That snapped Twilight fully awake. She quickly sat up and then just as quickly regretted the action. She had not been sleeping in a comfortable position, and her achy muscles were currently protesting any movement.

“Whoa! Easy there Twi.” Rainbow said, sliding up against Twilight and holding her steady. Twilight smiled in appreciation, and leaned into Rainbow.

“Sorry Rainbow, I think I slept on something wrong. What’s up?” She asked.

Rainbow looked nervous. She opened her mouth, closed it, and then opened it again. She gave a gentle cough, trying to hide her nervousness, before looking at Twilight again.

“Uh, Twi? I was... wondering, ya know, if you’re not busy or anything... if you’d like to ya know... go get dinner with me?” Rainbow said, her cheeks flaring up in a blush.

“Dinner?” Twilight asked, “Sure, I’d love to!”

“Er...” Rainbow shook her head, “No, I mean... yes dinner, but I was.. you know...” Dash shook her head again, then narrowed her eyes. The stammering and blushing was gone, replaced by the confidence she normally displayed. “I meant it as a date.” And as soon as those words were said, the blushing and nervousness returned full force, and Rainbow turned her head away.

Twilight blinked, her mind trying to process what she’d just heard Rainbow had asked her on a date. Rainbow had asked her on a date!

It was getting accepted into Celestia’s School for Gifted Unicorns all over again. It was getting her cutie mark, it was every good thing that had happened to her all at once

“Dashie, I’d love to go on a date with you.” Twilight said, her voice low and playful.

Rainbow Dash looked at her in surprise, before a smile split her face. “Really?! I mean, *cough* great! So shall we go? I don’t know about you, but I’m starving”

Twilight laughed, all her earlier misery forgotten. How could anything be bad now? “Sounds good Dashie, let’s go.” She said, leading the way towards the library door. She brushed up against Rainbow as she passed, nuzzling into her side for a moment before walking away.

Rainbow Dash stared at her dumbly, before shaking her head and grinning like she’d just won the Running of the Leaves. “Hey! Wait for me Twi!” She shouted, running out the door after her date.

Author's Notes:

In case anybody didn't understand the part at the beginning, I was having fun with the old silver-age comic book covers, where the characters would be shown doing something that only vaguely had anything to do with the actual story inside. Like Jimmy Olsen shooting Superman with a Kryptonite bullet, or Batman attacking some public figure.

I'm sure everyone recognizes Sherclop Pones, but if you don't I borrowed the name from the Friendship is Witchcraft folks. Sorry, but I couldn't really think of a better pony name for Sherlock Holmes.

And special thanks to Wolfram-And-Hart, for coming up with the Nightshade/Bad Horse parody, and graciously agreeing to let me use it. You rock!

One more chapter to go, but I'm not sure if I'm going to make it. The hour grows later and my eyes are starting to blur. No worries though, the chapter will be finished even if it's not in time for the contest.

And thank you again to everyone who had commented on this story. You've made writing this a true pleasure. Seriously, it wouldn't be what it was without your encouragement, so thanks for being awesome!

Now True Believers, get ready, as Mare Do Well and Professor Nightshade rush to their final battle. Who will emerge on top? And who will be randomly brought back to life to try and improve book sales? Find out next time, same Mare Do Well time, same Mare Do Well channel.

Chapter 7

View Online

Mare Do Well vs Professor Nightshade
Chapter 7: House of U(nicorn)

Disclaimer: I do not own My Little Pony: Friendship is Magic

This is it True Believer, the moment you’ve all been waiting for. Our hero, the Mysterious Mare Do Well, vs that paragon of putrid evil, Professor Nightshade. Who will win? Only one way to find out, read on True Believer, read on. EXCELSIOR!

MDWvsPN

Twilight sighed wistfully as she put the finishing touches on her plan. It was the plan, the plan to finally end this charade. If everything went well, Nightshade would be defeated, Rainbow Dash’s hero adventure would be over, and then the two of them could continue to explore the spark they’d discovered between the two of them.

There was no doubt in Twilight’s mind what she wanted. If she wasn’t in love with Rainbow Dash, then she was darn close to it. They were different, but their differences didn’t drive them apart, instead it added something extra to their lives. Twilight, when she had given herself the chance to think about it, had always imagined that she’d fall in love with a fellow scholar. Now that idea seemed silly to her. She was already scholarly, she didn’t need somepony to help her study. She needed somepony to distract her from studying, to take her outside and fly her around until she couldn’t tell which direction was up anymore and she was wrapped in strong forelegs and soft wings.

The date her and Dashie had just been on had showed her everything she needed to know. Dash and her were different, but they were also so alike in all the ways that mattered. After this was over, after she could put this whole ugly Professor Nightshade mess behind her, she was going to ask Dashie to be her marefriend, and then see where they went from there.

She went over the plan again, making everything was perfect. Once she was sure she had everything down, she took one of the pages she’d been writing on and threw it into the fireplace. She watched as it was quickly consumed by the flames. As she watched the paper burn, her eyes flashed red, and she began looking over the plans as though she was seeing them for the first time.

MDWvsPN

Rainbow Dash was afraid she wouldn’t be able to get the grin off her face as she settled down for bed that night. Dinner with Twilight had been perfect. She had felt a little awkward at first, it was their first date after all, and it wasn’t especially well planned... or planned at all for that matter. But still it had been spectacular. Mostly due to the company she’d shared.

Every time she closed her eyes, she saw Twilight’s smile, and she had to suppress the urge to squeal like a school filly. That was getting harder and harder to do. Twilight was just so... awesome! Sure, sometimes she could be a little over the top with the whole scheduling thing, and her reliance on books was sometimes annoying, but it was all worth it for that smile, or to hear the little laugh she made whenever she found something funny, but was trying to be polite about it.

She’d even listened patiently as Rainbow told her about her suspicions about Professor Nightshade. In fact, she’d seemed quite impressed with the investigating Rainbow had down after her most recent fight with the crazy mare.

She’d wanted to talk to Twilight, but Spike had told her earlier that Twilight had gone to Canterlot for some shopping and wouldn’t be back until that evening. So instead she went to talk with Applejack. That was where she’d first started piecing things together. Applejack had told her that Professor Nightshade hadn’t really done anything other than tie her and Big Macintosh up. In fact, apparently all their chores had been mysteriously finished during their incarceration.

So Nightshade had gone to Sweet Apple Acres, tied up the two farmers, and then did their chores for them? That sounded crazy right?

Almost as crazy as foalnapping a young dragon to take him to an all you can eat gem buffet.

Then there was the dam. Rainbow had gone back as Mare Do Well and looked over the area the golems had been attacking, only to find no cracks in the structure. In fact, cracks that had been in the dam were filled in, and a look at the now solid golems confirmed that when they had been attacking the dam, they had been made out of liquid cement.

She had explained all this to Twilight, who had listened intently to her explanation, her smile growing wider with each point Rainbow presented.

Then she had leaned over, and kissed Rainbow on her cheek, commenting on how attractive she was when she was solving a problem with her mind.

Rainbow Dash suddenly found brain teasers a lot more inviting to solve.

So what they were looking at, was a villain who wasn’t really a villain. Whoever this Professor Nightshade was, she was just playing at being a villain.

Twilight had bit her lip and looked at Dash nervously at that. “Be careful about that assumption Dashie,” She had warned, “Nightshade may seem like she’s playing around now, but she’s obviously a little crazy, and that alone could make her dangerous.”

Twilight was silent for a moment before she continued. “It seems like she has some kind of fixation on Mare Do Well. Maybe that’s why she hasn’t been doing anything very seriously. If something happened to Mare Do Well, then what would be left for her? You need to be very careful around her Dashie.”

Had the warning come from anypony else, Rainbow would’ve likely wave it off. She couldn’t ignore Twilight though. She promised she’d take it seriously the next time Professor Nightshade showed her face.

After that, the conversation shifted to more fun topics, like flying, and magic, and comparing Twilight’s foalhood in Canterlot with Rainbow’s foalhood in Cloudsdale. They would’ve spent the entire night sitting there chatting, had a waiter not come to their table to inform them that the restaurant was closing.

So Rainbow had walked Twilight home, the two of them nuzzled against each other as they went. The night air was crisp and cool, though unfortunately not cool enough for Twilight to say she was cold. She couldn’t wait for that to happen, so she could smoothly drape one of her wings over Twilight. Hah! Who said she couldn’t be romantic?

Her eyes were starting to feel heavy, and she didn’t fight against them as they started to droop down. Because as she closed her eyes, she saw Twilight once again standing in front of the door to the library, and she could almost feel Twilight’s lips on hers again from the good night kiss she’d received.

MDWvsPN

“You’re sure about this sugarcube?” Applejack asked Twilight. Rarity, Fluttershy, Pinkie Pie, and Spike all looked on from the windows of the train car.

“Yes Applejack, I’m sure. You girls head to Canterlot, it’s very important that at least some of us attend the party. The Elements of Harmony are more than just a way to protect Equestria, they’re also a symbol of hope. Rainbow Dash and I can hold down the fort here while you’re gone.” Twilight gave a reassuring smile to Applejack. It didn’t seem to make a difference, as Applejack still looked uncertain.

“But what if that Nightshade pony shows up again?” Applejack asked.

Twilight smiled and shook her head. “Rainbow Dash did some investigating, and she came to the conclusion that whoever this Nightshade is, she’s just playing a very elaborate game of Royal Guards and Robbers. She hasn’t actually done anything really bad yet, and if she does show up, well Dash and I can take her.”

Applejack still looked uncertain, the the train whistle rang out, signaling the approaching departure. “Well then, if you’re sure.” Applejack said hesitantly as she stepped into the train car.

“I am, you girls have fun at the party, tell the Princesses I say hello!” Twilight said. She looked at each of her friends. Spike and Rarity we’re looking excited about the party they were headed to. Fluttershy looked nervous, but there was nothing unusual about that for her. And Pinkie Pie...

Pinkie Pie looked sad and serious all at once, a look that Twilight had never seen her friend wear before. She waved Twilight over, and Twilight walked over to the open window.

Pinkie Pie leaned forward, and wrapped her forelegs around Twilight in a tight hug. “Good luck Twilight.” She whispered, before pulling back and smiling sadly at her.

Twilight almost recoiled in shock, but then she remembered who she was dealing with. This was Pinkie Pie, she probably knew what was going on from the moment it started. And she’d kept Twilight’s secret. Twilight didn’t even have to ask her, she did it simply because she was her friend.

Twilight felt tears forming in her eyes, and she nodded at Pinkie Pie. “Don’t worry, I’ll be here when you get back!” She then moved her hoof over her chest, beginning the pantomime of a Pinkie Promise. “Cross my heart and hope to fl-”

“Don’t!” Pinkie said suddenly, reaching a hoof out and grabbing Twilight’s. “Don’t make a Pinkie Promise you can’t keep Twilight.” Pinkie said suddenly. The train whistle rang out loudly again, and steam billowed from the Friendship Express as it started pulling out of the station. Twilight watched as Pinkie waved goodbye, that sad smile never leaving her face.

Then, Twilight’s eyes flashed red. It was time to begin.

MDWvsPN

Rainbow Dash smiled as she came to a gentle landing in front of the Golden Oaks Library. She’d rushed through her weather patrol work today, actually clearing the sky in eight seconds flat (a new record!). She just couldn’t wait to see Twilight. She was hoping her friend (or would it be marefriend now?) was available, she wanted to take her flying over to this spot she saw by Ponyville lake.

Rainbow Dash went to open the door, when she noticed that it was actually hanging on by just one of it’s hinges. She nudged it open with a hoof, and it creaked open, revealing the inside of the library. The place was a mess. Most of the books weren’t even on the shelves, they were scattered all throughout the library.

Something was wrong. Twilight would never leave the library like this. She’d be right in the middle of it trying to clean it up. Rainbow carefully stepped into the library, looking around to see if there was anything that could clue her in on what happened.

It didn’t take her long to find something. After all, a glowing lance of arcane energy stuck in the wall would be kind of hard to miss. The arcane blade was holding a piece of paper to the wall, and as soon as Rainbow pulled the paper free, the blade dissipated into nothingness.

She read the letter, but she already knew most of what it was going to say. She could feel the anger, the hatred starting to boil in her gut as she looked over the spidery script.

Marey had a unicorn, unicorn, unicorn

Marey had a unicorn whose name was Twilight

Now Marey better get here fast, get here fast, get here fast

Marey better get here fast or the unicorn dies tonight

I’ve got the rest of your little friends too “Dashie”, come alone or I kill them all.

The note was unsigned, simply a picture of a tall mountain peak with a cave circled. But she didn’t need a signature. She knew who had sent the note, and she knew who she was going to destroy.

Nopony got away with messing with her friends.

And nopony would ever get away with threatening Twilight.

MDWvsPN

A loud boom rang out above Ponyville, as a circle of colors spread throughout the sky. A rainbow trail arced from Ponyville to the nearby mountain range, to a peak that had not too long ago housed a hibernating dragon.

Mare Do Well skidded to a stop in front of the cave, the colors of the rainbow fading away from her as she slowed to a stop. She looked at the entrance to the cave, her mind briefly going back to the time she and her friends had climbed the mountain to try and get the dragon to leave. How Twilight had led them up the hill, never once doubting that they could accomplish such a gargantuan task.

She bit back a curse, and ran into the cave. Twilight was in there, currently held by somepony she had just yesterday assumed was harmless. She wouldn’t be making that mistake again. And she was going to make sure that Nightshade never got a chance to many any mistakes again.

She came to a stop as she spotted her target. She took in the entire area in one glance. The room was lit by multiple floating spheres of green light. There was Professor Nightshade, that crazed grin on her face. She was standing next to a large cauldron that was full of some kind of bubbling green liquid, and just inches above the cauldron, held in a green telekinetic grip, was Twilight Sparkle.

Mare Do Well slowly walked forward. There was no way she’d be able to grab Twilight if Nightshade dropped her, not from this distance. She’d have to get closer.

Apparently Nightshade realized the same thing, because after Mare Do Well advanced a few steps she spoke. “Stay where you are Marey, unless you want your little marefriend here to take a bath.” To emphasize her point, she lowered Twilight just a little bit closer to the cauldron.

Mare Do Well froze in place, gritting her teeth in frustration. “Alright then, I’m hear Nightshade, now what?”

Nightshade seemed to consider the question. She was no longer grinning, but the frown on her face was just as unnerving.

“What, you’re just giving up? No daring rescue attempt? No “I’ll stop you or die trying speech?" I must say Marey, I’m a little let down. Perhaps I should let your friend down as well?” Nightshade lowered Twilight a little closer to the bubbling goo. Twilight tried to scrunch her body away from whatever was in the cauldron, knowing that it couldn’t be anything good.

“Stop!” Mare Do Well scream. “What do you want? You want me to give you some big speech? Fine! You’ll never win, I have justice on my side it always prevails blah blah blah. I’ll do or say whatever you want just please, please don’t hurt her.”

Professor Nightshade’s frown deepened at that. “Well that’s boring.” She said. Then, without warning, without any indication she was doing anything whatsoever, she dropped Twilight.

Mare Do Well’s eyes widened in shock, but her body moved instinctively, knowing already that it wouldn’t make a difference. Time moved in slow motion as Twilight’s hooves touched the the green liquid. Mare Do Well saw the horror and pain on her face as her body fell into the cauldron, even as she struggled to get her wings to push her faster, harder, anything to save the mare she loved.

She flew right over the cauldron, seconds after Twilight had been fully submerged. She hadn’t even gotten a chance to scream.

But there was laughter. Mad, cackling laughter. It bounced off the cavern walls, echoing upon itself and sounding as though it were coming from multiple sources. It drove itself into Mare Do Well’s brain, the endless soulless laughter of the monster who had just stolen Twilight from her.

Mare Do Well shakily got to her hooves, tears staining her mask. She turned and looked at Professor Nightshade, and wonder how she never saw the true insanity in those eyes. How she never suspected the depths of cruelty this monster was capable of.

And how Twilight had paid the price for it.

That was the last thought she had before rage consumed her. Mare Do Well howled like a wild beast as she launched herself at Professor Nightshade at speeds that should have been impossible to achieve from a stand still.

Professor Nightshade teleported away, but she was treating this like the same game she had played in the sky over the dam. Only this wasn’t the open sky, this was a small enclosed space, and Mare Do Well wasn’t playing.

Her hoof connected solidly with the side of Nightshades face, the force of the blow completely twisting the insane mare around and causing her to fall to the ground.

Mare Do Well didn’t notice as the cauldron faded from sight. She didn’t notice that the green light in the room slowly turned to a lavender. She didn’t notice because she had her mind on one thing and one thing only. Killing Professor Nightshade.

She drew a foreleg back, preparing to punch Nightshade over and over until there was nothing left but mush. But then Mare Do Well froze, as she saw the wings of a alicorn fade away, leaving tattered butterfly wings in their place. The coat of the mare before her slowly grew lighter, until it was a lavender color rather than the deep purple it had been. The hair straightened out, turning a dark purple with a pink stripe running through it. And the cutie mark, which had been a black Nightshade flower, faded away into a six pointed star.

Mare Do Well fell to her haunches as the illusion dispelled, and a bruised Twilight appeared before her.

“T-Twi? Is that you” She asked, hope tinging her voice.

And the mare before her laughed. The same soulless cackle. And despite the rest of her body looking like Twilight Sparkle’s, the mare before her still had those crazed red eyes.

“Awww, guess the cat is out of the bag Marey.” It was horrible, hearing Nightshade’s voice coming from Twilight’s body. “You see Marey, this sad little unicorn felt even sadder for her pwecious widdle fwiend.” Nightshade pantomimed rubbing tears from her eyes. “Her widdle fwiend who wanted to be a hero. She she made a villain, made somepony for her widdle fwiend to fight.”

Nightshade took a step forward, staring straight into Mare Do Well’s eyes. Her horrible crazed red eyes staring out from Twilight’s face. “She made me.” Then Nightshade laughed again, like it was the most hilarious statement in the world.

“Oh but the mind she had! It was so organized, so efficient, and so very strong. She studied everything she could to be a good villain for her friend, made up an entire history and personality for me. Did you know I hate pears? I do, because she made me hate them.”

Nightshade began moving, dancing around Mare Do Well as she continued with her story. “She thought of every single aspect of my life, and then she used it to act like a villain. But she couldn’t stop there. Her oh so efficient mind kept going, kept making me grow in the back of her mind, until I could start acting without her.”

“Oh sure, she still had to accept the persona, but I was in the back of her mind, whispering to her, tempting her with the release of letting me be in control.” Nightshade stopped her dance in front of Mare Do Well again, her face split in a wide manic grin. “And now, now she’s gone!”

Nightshade jumped up onto her hind legs and clapped her forehooves together excitedly. “The little egghead is gone, and do you know what that means Marey dear?” She fell back onto all four hooves, and leaned forward until her mouth was right next to Mare Do Well’s ear. “That means it’s just you and me from now on. We can keep playing forever, without some pesky librarian getting in the way.”

Mare Do Well felt like she’d been hit in the stomach with a sledgehammer. All this time, all this time she’d been fighting with Twilight. Twilight, who just wanted her to feel like a hero, before they’d even had their first date, went to such lengths to give her the superhero experience she craved.

And, she realized, as Nightshade whispered that last part, that Twilight had done something else as well. She had given her the key to defeating Professor Nightshade once and for all.

Mare Do Well stood up, and Professor Nightshade looked on in anticipation. “Oh, have you heard enough Marey? Are you ready to fight me to try and save your beloved Twilight? I have to say I expected a little more sniveling on your part, but I’m game if you are.”

Mare Do Well didn’t say a word. She simply reached a hoof up to her mask, and pulled. The mask held tight against her fur for a moment, before it slid off, revealing the tear streaked face of Rainbow Dash underneath.

The grin on Nightshade’s face was quickly replaced with a frown. “What game are you playing Marey?” She asked, venom laced in her voice.

“I’m not playing any game Nightshade and the name is Rainbow Dash.” Rainbow threw the mask on the ground, and kicked off the boots.

“Stop that! This isn’t funny Marey, I’m not laughing.” Nightshade growled out. Rainbow Dash simply ignored her, as she stood up on her hind legs and began to shimmy out of the body suit. Once it was off she kicked it over with the other parts of the costume.

Nightshade was breathing heavily, clearly upset by this turn of events. “Put the costume back on Marey, you still have to defeat me! Make me pay for my crimes!”

Rainbow Dash shook her head. “I told you, my name is Rainbow Dash, and go defeat yourself. I’m done with you Nightshade, and I’m done with the hero gig,” Rainbow Dash leaned down and grasped the Mare Do Well mask in her teeth. She placed a hoof on the other end, and then pulled her head back. The sound of fabric tearing echoed throughout the cave. “There is no more Mare Do Well.” Rainbow Dash said, spitting out the tattered remains of the mask.

Professor Nightshade looked on in horror, before she gave a howl of despair. She scream and howled and cried, even as her body began to shake. She gave another piercing scream, as tears fell from her eyes. Finally, she hunched over, and when she looked back up at Rainbow Dash, it was Twilight’s eyes that were staring at her.

“I knew you could do it Dashie.” Twilight said, in her own voice, tears of happiness spilling from her eyes.

Rainbow Dash wasn’t sure how to react. On one hoof she wanted to lash out at Twilight. After all Twilight had tricked her again, just like with the original Mare Do Well fiasco. But this time, this time it really was for her, Twilight had gone above and beyond to try and help Rainbow Dash fulfill something that wasn’t even a dream, more like a passing fancy.

The other part of her wanted to wrap Twilight up in her hooves and never let her go again. To kiss her stupid egghead face all over, and then do it again. She wanted to stroke her mane, and reassure her that everything was going to be okay.

But she couldn’t do either. She simply felt numb after everything that had happened. Instead, she simply turned around and faced the exit of the cave. “Come one Twilight, let’s get you home.”

She heard Twilight get up to follow her, but more than anything she could hear her sobbing, crying at the lack of reaction, crying because she knew it was over, and crying because she knew it was all her fault.

Chapter 8

View Online

Mare Do Well vs Professor Nightshade
Chapter 8: Piedentity Crisis

Disclaimer: I do not own My Little Pony: Friendship is Magic

A week has passed since the final battle between Mare Do Well and Professor Nightshade. A letter was found posted to the door of Town Halls saying that Professor Nightshade had been defeated and would no longer be bothering the town. There was no signature, but none was needed, for everypony knew that it was their hero who had triumphed.

For most ponies life in Ponyville had returned to normal. But not for our hero, nor our misguided villain. While good has triumphed over evil, there is one force that has not won out yet. Take these words with you on your own journey True Believer, for these are the truths of this world; Good will always win over evil, friendship is magic

And true love conquers all.

MDWvsPN

Seven. Seven whole days had passed. Seven days since she lost herself, and seven days since she had been saved. But she had lost. She had lost too much, and she wasn’t sure she could recover.

Twilight’s friends had been very displeased when they returned from Canterlot the day following Professor Nightshade’s defeat, save for Pinkie Pie. And in Twilight’s mind, they had every right to be. She’d tricked them, sent them off to a party that didn’t exist to keep them safe... or to keep them from meddling with Professor Nightshade’s plans, it was so hard to tell who was who during those days.

Pinkie Pie played the whole thing off as a prank, and began reprimanding Twilight for what was and was not acceptable in the fine art of pranking. She did this of course, while she was wrapped around Twilight’s body, crushing her in a hug and crying tears of joy.

Her friends knew of course, that that wasn’t the whole story. Pinkie’s actions would be proof enough of that. The fact that, as Pinkie had hugged her and began telling her off for her poor prank choice, Twilight had began sobbing like a filly who was only capable of saying “Sorry” over and over again further cemented that idea.

But her friends wouldn’t pry. They would wait for her to tell them when she was ready.

And it wasn’t like the entire “prank” was a bust, according to Rarity. Princess Celestia had spent the day showing them around Canterlot, and regaling them with stories of Twilight’s foalhood. Embarrassing stories mostly, if the grin on Rarity’s face was and indication.

So her friends had returned to their homes, with the exception of Pinkie Pie, who insisted on staying with Twilight. She didn’t offer any pretenses, didn’t try to use a sleepover or a party as an excuse.

“You need somepony right now Twilight, and I need to assure myself that you’re still here.” Pinkie had told her, having not left her side that entire day.

Pinkie Pie had been right, it seemed like she often was when it truly mattered. And that night, when the guilt and sorrow became too much, when Twilight felt like she was drowning in a sea of her own tears, Pinkie Pie had held her. She had held her and whispered happy things into her ear, until Twilight had finally fallen asleep.

After that, things returned to normal between Twilight and her friends. If for the next couple days Pinkie Pie was a little more huggy than usual, then nopony commented on it.

But between Twilight and Rainbow Dash, things were far from normal.

Twilight hadn’t seen Rainbow Dash at all during those seven days. She had tried to visit her at the pegasus’ cloud house, but there had been no answer. Twilight had spent the majority of those seven days sitting on her balcony, staring at the blue sky and hoping to see a trail of rainbow.

But she never did. None of her friends had seen Rainbow in fact. Their feisty pegasus friend had disappeared, and only Twilight knew the reason why.

So Twilight suffered, but she accepted it. She had brought it upon herself after all. She accepted the tormenting feelings of guilt and sorrow as her punishment, it was no less than she deserved. Besides, those feelings paled in comparison to the ultimate punishment Twilight had been dealt. For she had fallen in love, she had unknowingly given a piece of her heart to that rainbow-maned pegasus, and without her, Twilight simply felt empty.

MDWvsPN

Twilight dragged her hooves as she walked through the library. This morning, like every morning since the day after her friends returned from Canterlot, she simply went through the motions of her life before Professor Nightshade. She woke up at seven, prepared herself a simple breakfast of coffee and toast. She then groomed herself for the day, before opening the library to the public. She would then pick a book off the shelves at random, and set it in front of her, and stare at the word on the pages. She didn’t read them, but having the book sitting in front of her was a comforting reminder of how thing had been. It also helped keep Spike from asking what was wrong. She could tell that her despondent attitude was confusing the little guy, and that he desperately wanted to help her. But there was nothing even her Number One Assistant could do.

She walked into the kitchen, and opened a cupboard. She stared blankly at the empty jar that should have held her coffee beans. Of course, she hadn’t been shopping in over a week now. It was a surprise there was any food left in the place.

“Spike.” Twilight called. She was hoping her friend would be willing to go to the market for her today. She just didn’t have the energy for it.

“Yeah Twi?” Spike said. He looked at her cautiously, not afraid of her, but afraid for her. He looked at her like she was a piece of glass, that he could already see the thin cracks in. Like one small touch could make her shatter.

“Could you go to the market and pick up some groceries? We’re out of pretty much everything.” Twilight said, showing the empty cupboards on display.

Spike nodded. “Sure thing Twilight! Where’s the list?”

Twilight thought about that. A list? Of course she should have a list. She always had lists, and checklists, and schedules, and backup emergency schedules in case something unexpected happen.

Now though, it all seemed so pointless. “Sorry Spike, I haven’t made a list yet. Why don’t you just go get some bread and some coffee, and I’ll work on writing down anything else we need.” She said.

Spike nodded and gave her a smile. “Will do Twilight, I’ll be back with your coffee before you know it!” Spike said, dashing out the kitchen. A few moments later, he returned, an embarrassed smile on his face. “Uhhh...I forgot to get the bits.” He said.

Twilight gave a small smile to her friend. She used her magic to levitate a small pouch of bits into Spike’s waiting claw. With those in hands, the young dragon gave Twilight a salute, and ran off to accomplish his task.

Twilight sighed as she heard the door shut. She levitated two slices of bread into the toaster and set it, knowing that even though she didn’t feel like eating, she had to give her body something to go off of.

She heard the door to the library open and close again. “Did you forget something else Spike?” She called out, wondering what the little dragon could have possibly forgotten.

There was no answer. Confused, Twilight walked out of the kitchen and into the main room of the library.

Then she froze.

Standing there, in the center of the room, her head down and her bangs covering her eyes, was Rainbow Dash.

Twilight felt her heart jump all the way into her throat. She swallowed thickly, tears already forming in her eyes. Here she was. Her savior, her friend, the pegasus she loved. “Dashi- Rainbow Dash...” Twilight said, her voice choked with emotion.

Rainbow Dash simply stood there. Silence descended upon the room. It was so quiet, Twilight could actually hear the pitter-patter sound of her tears falling to the floor. It was even quiet enough for her to hear them joined by another pitter-patter sound, as drops of liquid fell from Rainbow Dash’s face.

“I hate you...” Rainbow Dash mumbled, too quiet for Twilight to hear in spite of the otherwise silent room.

Twilight looked on in confusion. “Um, I’m sorry Rainbow Dash, what was that?” She asked.

Rainbow Dash was silent for a moment, but Twilight could see her body trembling. Before Twilight could ask what was wrong, Rainbow Dash had launched herself forward, knocking Twilight to the ground and standing over her.

Twilight could finally see Rainbow Dash’s face, and it made her gasp in shock. There were deep bags under her eyes, and she looked pale, like she hadn’t slept in days. Her face was twisted in rage and sorrow, and tears were flowing from her eyes.

“I HATE YOU!” Rainbow Dash scream, her chest heaving as she glared down at Twilight. “I hate you! I hate you sooo much...” She said, her voice cracking with emotion.

Twilight felt her heart breaking at Rainbow’s admission. She hadn’t even realized that some small, tiny part of her had held out hope that she and Rainbow could still be together somehow.

“I...I h-hate you!” Rainbow said as her chest heaved with sobs. Twilight felt awful, knowing she had driven her friend, the one she loved, to feel like this.

Then, Rainbow did the last thing Twilight would have ever expected.

She fell onto Twilight, wrapping her forelegs around her, and kissed her.

The kiss was fierce, angry, and salty with their mix of tears. Rainbow Dash pulled away, glaring at Twilight, before leaning in to kiss her again.

“I...” She kissed Twilight on the nose, “hate...” she kissed Twilight on the cheek, “you!” She kissed Twilight again, on the lips. She pulled away, her face still mixed with anger and sadness, almost daring Twilight to say something.

So she did. “I love you Dashie.”

Rainbow Dash recoiled as if she had been slapped. The anger in her face bled away, leaving only sorrow... sorrow and what looked like... relief? Tears began spilling from her eyes in earnest, and she suddenly wrapped herself around Twilight, wailing into her chest.

Twilight knew tears were practically gushing from her own eyes, as she shakily wrapped her hooves around Rainbow Dash, nearly crushing her in her embrace.

The two lay like that, crying with each other, sharing their sorrow. Neither noticed Spike open the door a few minutes later, nor did the notice him set lock the door, before turning around and leaving. He would stand vigil at the front door, turning away any guests or friends, until they had finished with whatever was going on.

After all, he wasn’t Twilight’s Number One Assistant for nothing.

MDWvsPN

They had finally cried themselves out, but not to the point where they had fallen asleep. No, there was too much energy between the two. Too much that still had to be said.

Rainbow finally released her death grip on Twilight, pushing herself up and off the mare. She shakily got onto all four hooves, before offering a hoof up to Twilight. Twilight gratefully accepted the gesture, and was pulled to her hooves. The two stared at each other for a moment, their hooves still clasped.

It was Rainbow Dash who finally broke the stare. She let Twilight’s hoof fall from hers, and looked away. Her eyes were still wet, her face tear stained, but she was no longer crying. “I... I thought I lost you.” She finally said.

Twilight opened her mouth to say something, but Dash held up a hoof. She needed to get this out now. “Wait, let me finish.” She said.

Rainbow Dash took a deep breath, and looked at Twilight, staring deep into the unicorn’s purple eyes. “When Nightshade, when he dropped that image of you or whatever into that cauldron. I thought you were dead. Right after I had realized how much you meant to me, you were gone. And you know what? I felt part of myself die right there too.”

Twilight was openly crying again. It hurt Rainbow to see her like this, even if a tiny hateful part of her was glad to see that the unicorn was so torn up over this. “And then, then I found out you were Nightshade. Or created Nightshade, or whatever. And suddenly it was the whole Mare Do Well thing all over again. You tricking me, making a fool out of me.”

She glared at Twilight then. “Why? Did you just want to make me look like an idiot? Where you laughing this whole time thinking about how stupid I was, for buying into all this?”

Twilight shook her head, trying to speak past the sobs that wracked her body. “N-n-no D-dashie. Y-you just sounded so upset over not being able to be Mare Do Well. I j-just wanted to make you happy.”

She stared at Twilight, looking for any signs that the unicorn wasn’t being honest. All she saw was a mare, a broken mare. So she nodded, and continued her speech.

“That’s what I thought. I know you Twilight, and I know you wouldn’t purposefully try to hurt anypony. That’s what made everything worse you know?” A tear fell from her eye, and she quickly wiped a foreleg across her eyes, wiping away any remaining tears. “I thought that not only had I lost you, but it was my fault. All for some stupid superhero kick.”

Rainbow tried to smile, but it was forced. “Then, then I remember what you had told me that night about Nightshade, and I realized that you were actually telling me how to stop her. So I did, and then you were back..."

Twilight took that moment to speak. "Th-that... that was my plan. I knew that Nightshade would only exist as long as Mare Do Well did... she was obsessed. I had devised the whole thing to put the two of you in a situation where you'd be able to dispell her illusion, and then hoped that you'd remembered what I told you. I kept all that locked away, in the deepest parts of my mind, just like Nightshade had done to me when she foalnapped Spike.

Rainbow shot a glare at Twilight but continued on. "But after it was all over... it was like nothing had been real. Like this entire past month had all just been an act...”

Rainbow trailed off, her mind revisiting the events since she had first come to Twilight to ask if she could enchant her Mare Do Well costume. “I couldn’t take it, so I ran. I flew and flew until I wasn’t even sure where I was anymore, and the entire time all I could think about was your smile, but all I could hear was Nightshade’s laughter. So I ran from that, and I kept running, until I finally realized what it was I was running from.”

She bowed her head, looking at the floor, because she couldn’t bear to look at Twilight as she asked her this next part. “I have to know Twi... when you started.. ya know, flying with me and the date and everything... was that you? Or was that Nightshade just setting you up to use against me?”

She waited for a response. The seconds of silence dragged on into what felt like eternity. She felt her heart slowly break as the silence continued. So that was it then. Everything had just been a ploy by a madmare.

A hoof touched the bottom of her muzzle, lifting her head up to stare into the tear filled eyes of the unicorn she had fallen for. “Dashie,” Twilight said, and Rainbow felt her body shiver at the nickname. “Dashie, I love you. I love flying with you. I love just talking with you, about magic or flying or how bad the hay fries are at that one restaurant. That had nothing to do with Nightshade. That was me falling in love with the most amazing mare I ever met.”

Having said that, Twilight leaned forward and kissed her. Her kiss wasn’t angry, it wasn’t sad, and it wasn’t fierce. It was loving, it was like being wrapped in a comforting blanket on a stormy night. In that one kiss, Rainbow could feel all that Twilight felt for her, and it both terrified her and made her heart soar.

Twilight pulled away, staring into Rainbow’s eyes, searching for something. And in the first time in a week, Rainbow felt a real smile bloom across her face. She leapt at Twilight again, knocking them both to the floor even as she wrapped her forelegs around her neck. This time it was Rainbow who started the kiss, and she filled it with her love, with her passion for the beautiful unicorn who had literally driven herself insane just to meet Rainbow’s selfish whim. She kissed her with the promise of love, the promise of devotion, and all the promises of the future.

She pulled away, looking down at the unicorn who was also smiling. They were crying again, but these tears were alright. These were tears of happiness, and that made them cool in her book. “Twi,” She said, nuzzling against the unicorn’s neck, “I love you too.”

MDWvsPN

In a darkened room somewhere, a pony covered in shadows stared at a newspaper sitting on a table, a small beam of light from a dim bulb hanging by a chain casting just enough light to read the headline.

“Professor Nightshade defeated, Ponyville saved by Mare Do Well...huh...” The gruff voice spoke. The pony’s face spread into a smile, as a green furred hoof slammed into the table, breaking it.

“Just wait till they get a load of me.” He said, before his cackling laughter filled the room.

Author's Notes:

And that True Believers, as they say, is that. I hope you all enjoyed reading this story, as much as I enjoyed writing it.

I wish I could say something deep or memorable about this story, but honestly it was written as a fun romp through a comic book world. It was never meant to be serious, but rather a playful look at some of the greatest parts of comic books and superheroes in general.

If you liked this story, if reading it was fun, entertaining, or anything, then thank you. Thank You for taking the time to read it, for being willing to be part of this world, thank you for going on this journey with me.

I would like to once again thank all the people who have commented on this story, whether it was catching my mistakes, offering support, or just letting me know you were enjoying the story. I said it before, but this story wouldn't have been anything if it weren't for the inspiration I received from you all.

Thanks also goes out to all the authors, artists, editors and producers who have helped make comic books and build the superhero genre for longer than I've been alive. Much of this story is a tribute to those fanciful worlds, so thank you.

Once I have some time I will go back through each chapter and edit them, I know especially that chapter 7 is probably riddled with errors, having been written at the end of my 24 hour streak. Please be patient with me, and if you see any error, let me know.

I can't say there will be a sequel to this. I had never planned on it, it was meant to be a stand alone story. And although many of you have asked me to continue it, I cannot promise that I will. This story has been told, and I am satisfied with it. If I find another story I want to tell within this world, then I promise you that it will be written. Until then though...

Thanks,

~ssjgokillo

Omake: The Chicken Arises (Not part of the Twidash contest)

View Online

Mare Do Well vs Professor Nightshade
Omake- The Chicken Arises

Disclaimer: I do not own My Little Pony: Friendship is Magic

The Chicken Annual #1
Origin of The Chicken

Many tales have been told of The Chicken’s fabulous exploits, especially being the sidekick of the ever mysterious Mare Do Well. But while The Chicken has been on many adventures, and helped foil many a foe, nopony has ever heard how mild mannered Scootaloo became The Chicken.

Nopony that is, until today. Onwards True Believers!

~:> The Chicken <:~

It was field trip day for the students at Ponyville Academy for Rambuctious TYkes, and though many were still getting used to the change in the name of their school (caused after a generous donation was made by one P. Pie), most were too excited to be getting to go somewhere that wasn’t the schoolhouse.

Today they were going to the Golden Oaks Library, to see some of the science and magic experiments that were being produced by the town librarian, Twilight Sparkle. The teacher hoped that it would spark an interest in science in some of the foals under her care... or at least show them what real science was... she swore that if one more student turned in another baking soda volcano...

Three fillies however, were not excited about this field trip. Typically these three, who had dubbed themselves The Cutie Mark Crusaders, would be ecstatic at getting to see something new, as that could give them ideas for how they could get their cutie marks. However, these three fillies had already trie Cutie Mark Crusaders Mad Scientists (YAAAAAY!) and Cutie Mark Crusaders Aurors (YAAAAAAY!), the latter not working out very well considering only one of them was a unicorn.

The students filed into the library, which had been reorganized today for the occasion. All around the room tables and blackboards were set up, each one containing some experiment or notes. The room looked like something straight out of that Frankenstallion movie.

In the center of the room, stood Twilight Sparkle and it was clear to everypony that the purple unicorn was almost buzzing with excitement at the prospect of teaching the young foals.

What nopony had been expecting was the rainbow-maned pegasus who was also in the library, chatting idly with Twilight as the students came in.

“Rainbow Dash!” Scootaloo shouted with joy, zipping past the other students to stand next to her idol. “What are you doing here, I didn’t know you liked science!”

Rainbow blinked, just now noticing the orange pegasus filly. She smiled at the filly, and ruffled her purple mane with a hoof. “Heh nah, science isn’t really my thing. I’ve just been hanging out a lot with Twi this past week and she asked if I’d lend a hand.” Rainbow said. Scootaloo watched as the two mares smiled at each other, before they each quickly turned their heads away from the other. What the hay was that about?

“Alright class, settle down, and we’ll let Ms. Sparkle show us what she’s been working on.” Ms. Cheerilee said. Instantly the fillies and colts quieted down, moving to sit down in front of Twilight, who was smiling brightly at the class.

“It’s very nice to have you all here!” She chirped brightly. “I have a lot of different things I’ve been working on that I’m sure you’ll all find fascinating.” She moved to the first table, and began explaining the experiment she had concocted to see if Pinkie Sense could accurately predict the weather. No matter how many times Rainbow Dash told her that she could simply tell Twilight the weather schedule, since she helped set it up.

Of course, the absence of bright colors, flashes, or playful noises quickly made most of the students lose interest. It also did not help that Twilight had a tendency to get a little... wordy, when she became excited about the pursuit of knowledge.

As fate would have it, Rainbow Dash was in a similar boat to the foals trapped in the room. Only instead of losing interest in what Twilight was saying, she was just staring at her with a dopey smile on her face as she listened to her talk.

Rainbow, so lost in her daydreams of lavender, did not notice as she leaned against one of the tables containing Twilight’s experiments. She also did not notice as her hoof rested on a button connected to one of the cages on the table, causing it to slide open.

A white feathered chicken poked its head out of the cage, looking around to make sure the coast was clear. It’s captor was faced away from her, and it seemed the smaller ponies in the room were either asleep or just not paying attention. This was it, the chance she had dreamt of! She quickly ran from the cage, and hopped off the table. She skirted around the edge of the room, trying to remain as inconspicuous as a chicken in a library could be.

She was almost to the door when she saw it. Another chicken had obviously been captured by these ponies! She was currently sleeping between a yellow pony and a white pony, obviously bespelled by one of them. It was her solemn duty to try and save this poor chicken.

She crept up slowly and nudged the orange chicken with her wing. The chicken did not budge. Well, desperate times call for desperate measures. So she leaned forward, and pecked the orange chicken.

“YEOWCH!” Scootaloo scream, jumping into the air and causing all eyes to focus on her. The chicken, realizing its cover had been blown, beat a hasty retreat, promising that she would come back for her fellow chicken. The rest of the room watched as Scootaloo reached the apex of her jump, before falling to the ground.

“Uhhh, Twilight... what was that?” Ms. Cheerilee asked.

‘Oh! Nothing to worry about Cheerilee. One of the experiments I was going to show your class was one I was running on the effect of magical exposure to animals. It’s kinda boring right now though, as none of the animals have displayed any changes.” Twilight explained.

“So...is Scootaloo going to be okay?” The teacher asked.

Twilight nodded her head. “She’ll be just fine, like I said none of the animals have displayed any changes. But how did that chicken get out of it’s cage?” She looked over towards the table, and saw Rainbow staring at her, her head resting on her hooves, with her foreleg resting on the cage unlock button.

“Ugh, Rainboooow” Twilight growled.

The sound of Twilight’s annoyed voice instantly snapped Rainbow Dash out of her daydream. “Y-yea Twi? What’s up?”

Twilight facehoofed. “You let one of my chickens escape! Will you please go grab it, I don’t want to have to start this experiment over.”

Rainbow flew into the air, and gave Twilight a salute. “I’m on it Twi!” She said, zooming out of the library.

“Ugh, my head...” Scootaloo said as she slowly sat back up. The room stopped spinning, and she could see her fellow Crusaders looking at her in worry.

“You okay there Scoots?” Applebloom asked.

Scootaloo nodded and got back on her hooves. She felt alright, but her head was pounding. “I think I’m alright, I’m just gonna go outside for a moment.” She said.

She walked out of the library, her vision still a little blurry. Who knew that a chicken could hit that hard? It felt like she had been hit by...

“Hey kid look out!” A panic voice called from her side. Scootaloo looked up, and just barely had time to jump back before a pony-drawn carriage went barreling past. Her chest was heaving and her eyes were wide with shock. She had almost been killed! After a moment, she felt movement along her back. She turned her head, and noticed her wings flapping weakly.

“Gadzooks! When that Chicken bit me, it must’ve given me some of its attributes! That would explain why I couldn’t fly out of the way of that carriage!”

“Uhhh Scoots, you’ve never been able to fly.” Applebloom said as she and Sweetie Belle walked up to their friend. They had decided to follow her outside, since whatever she was up to had to be more interesting than Twilight’s talk about quantum magical theory.

Scootaloo whirled around, a stalked towards Applebloom. She pressed her face right against the yellow filly’s, and glared into her eyes. “It-was-the-chicken!” She stated, her tone leaving no room for argument.

Applebloom just pulled her head back, trying to get her personal space back in order. She rolled her eyes, knowing that no amount of talking was going to get through to her hot-headed friend. “Whatever you say Scootaloo. Now come on, we have to get back inside or else Ms. Cheerilee is gonna notice we’re missing.”

The three fillies walked back into the library, but Scootaloo was no longer paying attention to Twilight’s lecture. Something had clearly happened to her when she had been bitten by that magical chicken. She had somehow gained... chicken powers! Destiny had seen fit to give her the powers of a chicken, now she just needed to figure out what she was going to do with them.

~:> The Chicken <:~

That night, hidden away in her room, Scootaloo tested to see what powers the magical chicken bite had given her. She seemed to have been blessed with the chicken’s inability to fly, as well as an increase in her skittishness, which she took to calling her “chicken sense”. She also thought she may have been given the proportional strength of a chicken, but she’d never seen a chicken try to lift anything so the jury was still out on that one.

But what should she do with her newfound powers? Surely destiny had not given her this gift for no reason!

The reason came to her as she looked around her room, her eyes falling upon a poster of her idol, Rainbow Dash. Rainbow Dash was so awesome, if she had been given super powers, she’d use them for something just as awesome.

That’s when it hit her. Scootaloo knew what her powers were meant for. But she would need a costume, for nopony could ever know that while during the day she was just plain-old Scootaloo, at night she would become...

~:> The Chicken <:~

“In this corner, a newcomer to our ring. She may be small, be we think she’s quite “plucky”, the one, the only....THEEEEEEEEE CHIIIIIIIICKEN!” The stallion in the center of the ring cried out, as a light flashed upon the corner of the ring.

Standing there was what seemed to be a small filly in a costume made of white feathers. A red rubber “comb” topped her head, and a yellow beak painted on her luchadore mask. The filly climbed up onto the turnbuckle, waving her hooves at the cheering fans in the crowd.

Of course, the perfect use for her newfound powers would be to exploit them by using them to fight in Ponyville’s Underground Wrestling League. That was obviously what Rainbow Dash would do if she had been given super powers!

The stallion in the center of the ring turned to the other corner, pointing to it with a hoof as the crowd quieted down.

“And in this corner, that might mare of muscle, our undefeated Heavyweight Champion, give it up for the one, the only, General “The Wok” Tsoooooooooo!”

The lights flared onto the opposite corner of the ring as pyrotechnics shot off all around. Some kind of heavy beat music was playing, as a mare bigger than Big Macintosh was revealed. She flexed for the crowd, before grabbing the mic from the announcer.

“CAN YOU SMELL WHAT THE WOK IS COOKING?!” She yelled out, causing the crowd to go wild. She threw the mic on the ground, and turned to face The Chicken, cracking her neck as she did.

“Oh buck...” The Chicken whimpered....

~:> The Chicken <:~

“Look kid, I hate to break it to ya, but we only pay the winning fighters here. You don’t win, you don’t get paid.” The overweight stallion sitting behind the desk said.

Scootaloo sighed in disappointment, limping out of the office. The fight had ended thankfully fast. The Wok had tossed her around a bit, before pouring some strange brown sauce on her and pinning her to the mat. The match hadn’t even lasted a minute, but it drove the crowd wild.

Unfortunately, it looked like her get-rich-quick scheme wasn’t going to pan out. At least not in the wrestling ring.

Dejected, Scootaloo slowly limped towards the exit of the arena, when she heard a shout come from behind.

“Stop! That guy’s making off with tonight’s winnings!” The overweight manager called out, far too tired from walking around his desk to try and stop the stallion.

Scootaloo watched as the stallion ran past. She contemplated trying to stop him, but all the aches in her body protested any action other than lying down somewhere. Besides, one look at this stallion and it was clear he was suffering from the feather flu, he probably needed the money for medicine or something.

With that put out of her mind, Scootaloo began the slow, painful trek back to her home.

~:> The Chicken <:~

The next day, after school had been let out for the day, Scootaloo found herself ignoring her aching body’s protests as she sped towards the library. Some of the fillies and colts on the playground had been talking about a rumor that was going around town, but she had to see it for herself. It just couldn’t be true!

She burst into the library, and her worst fears were realized. There, lying on a couch and covered with blankets, was Rainbow Dash. She looked pale, her normally fierce eyes were vacant and tired. Twilight stood next to her, wiping the sweat off her brow with a cloth.

“Rainbow Dash!” Scootaloo cried, rushing to the side of her idol. The sound of her voice seemed to bring Rainbow Dash back to consciousness

“Hey Scoots, wh-what’s up?” Rainbow asked, before a coughing fit erupted from the pegasus.

“Wha... what happened to you Rainbow Dash?” Scootaloo asked, tears beginning to pool in her eyes.

It was Twilight who answered her, levitating a glass of water to Rainbow Dash as her coughing subsided. “Featherbrain here crashed into some stallion last night while she was looking for that chicken that got loose. Turns out the guy had a pretty bad case of the feather flu, and now Rainbow has got it too.”

Rainbow set the glass of water down, and motioned for Scootaloo to come closer. “S-scoots, I don’t think I’m going to make it...” The pegasus said, a small cough escaping her.

“Rainbow Dash, how many times do I have to tell you, it’s just the feather flu!” Twilight said. Her tone was exasperated, but she’d been through this all morning. Even if Rainbow Dash hardly ever got sick, that was no reason to treat a simple illness like it was the end of the world.

Rainbow Dash ignored Twilight’s comment, focusing on the orange filly by her side. “L-listen Scoots, you’re a good kid, and I just wanted to tell you something. Something my father told me when I was a filly, and they’re words I lived my life by.”

Scootaloo’s eyes widened. The words that Rainbow Dash lived her life by? That was like being told the secrets of the universe. She leaned closer, desperate to hear every last word that came from her fallen idol.

Rainbow Dash took a breath, before imparting her “final” words of wisdom to the young filly. “Remember these words squirt. With great Awesomeness, comes great Radicalness.” And with those words spoken, Rainbow Dash fell back against the couch, her eyes closed.

Scootaloo had tears running down her face as she took one last look at her mentor and friend. “I won’t forget Rainbow Dash, I promise!” She said, before running out of the library, leaving an exasperated Twilight Sparkle.

“IT’S JUST THE FEATHER FLU!” Twilight scream to nopony in particular.

“Hey Twi, keep it down, I’m trying to rest here...” Rainbow Dash mumbled.

Twilight resisted the urge to scream in frustration, if only just barely.

~:> The Chicken <:~

Standing atop the roof of the Ponyville Academy for Rambunctious TYkes, The Chicken looked over her town. It was her fault, it was all her fault. If she had simply been awesome that night, and stopped that stallion, then Rainbow Dash would... she would...

No! She wouldn’t dwell on that. What was done was done. Instead, she would dedicate her life to the ideals of Awesomeness and Radicalness, she would become a force of justice, using her powers for the betterment of ponykind!

Lookout villains of Equestria, The Chicken has arisen!

Author's Notes:

I'm sorry, I'm so sorry, but it had to be done.

First off, I just want to say, I love Scootaloo. The only thing I enjoy more than Twidash is Twidash+Scootadop. So this was meant in no way to be bashing her. It was just meant to be a funny little side story to MDWvsPN.

In my head, this would take place during the two week period where Twilight was refusing to become Nightshade after the memory-block debacle. It's not really "canon" to the Equestria-616 universe, like I said it was written mainly for a laugh. If I was going to make Scootaloo a sidekick, I'd make her at least semi-serious.

Be sure to check out The Chicken Annual #2, where we show for the first time ever how The Chicken grew up from the shadow of the Mare, becoming her own hero as the fearsome Dodo! Complete with fold-out poster!