> Matt's First Time (A Hearth's Warming Eve Adventure By Christ Chan) (Adventures in Love and Romance and Heroism)
>  by cearse
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> Chapter 1
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A gentle, blanketing snow had finally begun to fall on Ponyville. The weather ponies had been hard at work preparing for the change in seasons, and the sheets of soft white frost spilling over the indomitable hills of Equestria were a testament to their efforts. Everypony was playing in the snow, practically splashing in the foamy, white mounds that turned to slush under one’s hoof. The little colts and fillies didn’t have to go to school and happily helped put up the Hearth’s Warming decorations around town.

“Ugh, already? We still have a week until the day,” Matt said, sneering at the decorations. His girlfriend, Applejack, turned towards him and rolled her eyes playfully.

“Oh, hush! I know it can be overwhelmin’ but you gotta admit, it’s nice seein’ everypony have such fun.” She looked around at the ponies putting decorations up, and her eyes trailed to the falling snowflakes. She smiled at the peacefulness of it all, then continued.

“It’s to remind us that Jesus Hooves gave his life to bring us peace, love and...well, y’know,” she said, turning back to him. “Everything Equestria stands for when ya think about it.”

Matt found a smile, grateful to have such an optimistic pony to be with, in spite of her blind dedication to some archaic myth. Even though he was always a bit sour during the holidays back home on Earth, he felt differently here.

He couldn’t remember how long it had been since he been transported here. When he had entered, Twilight pleaded for his permission to study him, mentioning something about “reality-warping” and “Cronenberg,” but they had never figured out the complete story. He knew there must have been a logical explanation for all this, but the others were mostly content to say that it was just some wacky magic gone wrong. 

Whatever it had been, he was happier here. He had friends, a girlfriend whose mind was as beautiful as her body, and freedom to do as he pleased, no longer burdened by unclehood. He was at least 20% cooler. He smirked to himself, chuckling a bit at the thought of the life he left behind. No one appreciated him or the effort he put in. No one ever listened to him there. But here, people listened. 

The world he had been dropped into was saccharine, almost utopian. It was a stark contrast from the world he was born in, which was often cruel and unjust. Here, people cared about each other. Here, he never felt belittled or ashamed. Even in these cold months, he still felt warm, for he had finally found a place to call home.

Matt was roused from his moment of reflection by Applejack nudging him with her hoof. “C’mon Sugar-cube, the others are waitin’ on us.” and started to trot down a salted path, but stopped suddenly when she heard a crunch under her hoof and gave a subtle gasp.

Matt stopped and looked over. “Something the matter?” he said with a bit of worry in his voice.
“Naw, nothin’ just… I guess the weather ponies missed one is all,” she said, raising a fractured orange leaf on her hoof. 

Autumn leaves were a very rare sight this late into the season, especially given that the ponies were tasked with manually removing every last one from Ponyville. “Well, they do have to do it on such short notice. Is missing one really that big a deal?” Matt asked.

“It really ain’t like them to be missin’ one,” she mentioned. She stared at it for a minute, then sighed. “Welp, you’re pro’lly right. Let’s keep on’a goin’.” Applejack continued on the trail, looking more worried than one would over a simple leaf. 
Matt looked at the crumpled up leaf one last time before catching up with her.





Meanwhile, somewhere in the Crystal Mountains, far from Ponyville, the dreadful Julius Grinch was watching from the balcony of his evil lair, scheming a terrible plan to end Hearth’s Warming Eve once and for all…

“Look at those ponies, prancing in their slum,” the bitter creature hissed. “Why are they cheery when I am so glum?”

“Wan! Wan!” yipped his little dog companion, chasing its tail with wild, spiraling eyes. Julius Grinch turned to cast his dreadful, mustard yellow glare at the animal, immediately capturing its attention with his hobgoblin leer. He turned slowly back around to stare at the twinkling lights in the distance, continuing his rant.

“Not a single skeleton or pumpkin in sight. It just isn’t respectful! It just isn’t right!” He hit his furry, clenched fist on the railing, a cloud of cheeto dust erupting from his dangerously cheesy carapace. “They feast and make merry and swap bits and bobs: compuzzlers, cumdumplers and fake plastic knobs.” 

Dear reader, listen well as the horrific edifice of Julius Grinch is described in detail; a being of such raw hatred and evil power must not be underestimated. Head to toe the vile beast is coated in a layer of mottled purple fur, matted sweaty on his back and his bum where he sat on the couch for hours on end. His fiendishly curled mustache and Cheshire grin strike mortal fear into all those who bear witness to them, and late into the night, his wicked wheezing cackles echoed far and wide, poisoning the dreams of children and the elderly.

Like all creatures born of the void, his ire and hatred stokes an even more dreadful form hidden within him, for when his temper grows short a dastardly assortment of tentacles sprout from his body writhing in anger. Beware his shadow and the telltale pompadour; the unmistakable pointed, onyx black collar that hugs his throat. These are the marks of the beast, and only doom follows them.

“I’ll make them see the error of their ways. Gone are the happy, bright, sunny days. Goodbye gifts and tinsel; goodbye ornaments and trees! Soon, all of Equestria will be brought to its knees…” Julius Grinch trembled with excitement as he mused over his plan, stamping his stubby feet on the ground. 

“Wan? Wan?” The inquisitive chirp of his pup brought the scheming villain to reveille, a sudden wry grin spreading across his face and exposing his razor-sharp teeth. “Why I’m glad you asked, my red-rocketed friend. I’d love to show you this dumb holiday’s end.” He picked up the animal by the scruff of the neck, waddling deeper into his lair. 

“All this pomp and noise. A pox! And for what?” The Grinch continued to ramble. “So they can keep kissing the white horse’s butt? When my plan succeeds, their high spirits will dive. There’s nothing like fear to make you feel alive!”

From inside the mountain, Julius Grinch and his pet emerged at the summit. Already a wicked black storm swirled around the apex of the cragged peak, rumbling with thunder and ancient magics too obscure and unspeakable to understand. As it grew, it swept away snow and sprouted autumn grass in defiance of all natural laws, the dark clouds swelling and spreading faster and faster.

“This is my opus. Nightmare eternal! A land of monsters and demons infernal!” He held his familiar to the sky, arms outstretched, baptizing the little dog in the winds of magical horrors. 
“The skies will darken and fill with bats. The streets will be flowing with blood and rats! The timberwolves will revel in their everlasting hunt.” He turned toward the royal castle, nestling the dog in the crook of his arm to shake his fist at it. “How do you like that, you stupid Sun cu-” He cut himself off, and sighed

As the nights dragged on, Julius Grinch would only grow in power, the storm proportionally increasing in size and magnitude. “To start off the fun, I’ll pull my first trick. I’ll go into town and smash those pony hicks!” He hawed and wheezed into the sky, believing that nopony and nothing would be able to stop him.





Matt and Applejack made their way back to the heart of Ponyville, where the others were waiting to continue running through the list of preparations left for Hearth’s Warming. Changing the seasons had been completed long ago, the various creatures of the lands surrounding Ponyville had been put to hibernation, and as the weatherponies scheduled out snowfall weeks ahead, the residents of Ponyville took up the Hearth’s Warming spirit more and more.

In town, Pinkie Pie and Rarity were directing the decoration of Ponyville’s more important landmarks. In front of the Town Hall, Rarity had established a veritable headquarters. Matt and Applejack were making their way to her battlestation, passing Pinkie, who was busy throwing decorations out of boxes and bags almost as fast as they went up on the building in front of them.

“No, no, no!” Rarity shouted at a helpless-looking pegasus. “I told them to put the yellow streamers on Highhoof Street, and the marigold ones on Long Trot! Oh, can’t anypony do anything right in this town?”

The pegasus nodded shakily, taking off at a flutter. Rarity turned back to her work, and saw Matt and Applejack approaching. “Oh, there you two are! I was just wondering how things were going over in the park!” She looked down at a stack of papers laying on a huge map, which she shuffled out of the way.

“Yep! All done there, Rarity,” Applejack said. “We got the bows on all the lightposts, and those canopies for the fair all set up, too, ‘long with ev’rythin’ else up there.”

“Good!” Rarity exclaimed. “We can finally start up the fair. Pinkie!” she shouted.

The pink mare seemed to pop into existence behind Rarity. “I can’t wait for such a big party!!!” she yelled directly into her ear, taking off with a zoom noise and an armful of things. She turned right back around and dumped it all on the table. “Wait, what are we doing for this one, Rarity?”

The white unicorn pushed as much of the debris off her table as she could before digging out some of the papers she had put aside earlier. Handing them to Pinkie, she said, “These are the plans. I already put in orders with Mr. and Mrs. Cake for the food, you just need to tell everypony where to set up.”

Pinkie took off again, shouting how much fun it would be over her shoulder to Rarity. While Matt watched her cute pink butt bounce away, he turned his attention to some trees in a small park near the town.

“Wait…” Matt caught a glimpse of something out of the corner of his eye. “Aren’t the raccoons supposed to be holed up somewhere?” He gestured to where he was looking and the two ponies followed his gaze. 

“Well, darn, yer right, Matthew!” Applejack said. “Ah know they don’t hibernate or nuthin’ but why in Equestria are there raccoons out in the winter?” The creatures looked quite comfortable playing around in what very little snow was on the ground.
Applejack looked puzzled. “Something just ain’t right. It hasn’t felt right all day.” She turned to look at Matt, and Matt stared back into her beautiful eyes. He nodded in agreement. 
Rarity spoke up between them, “No, no! I don’t want anything going wrong,” she shook her head. “Everypony has worked so hard. Especially ME!” Matt’s ex-wife flipped her curls dramatically, continuing, “I don’t want to hear any more talk of this!”
Applejack went over to her and gently set a hoof on her shoulder. “We’re just thinkin’ out loud, sugarcube. I know yer stressed from havin’ to be in Canterlot tomorrow but here at home, I’m sure it’ll all be fine.” She gave her a reassuring smile. Rarity smiled back, and turned her attention to Matt. 

“Speaking of. I hope I’ll see both of you in Canterlot for the play! I’m just riddled with excitement!” 

Matt grinned. “Wouldn’t miss it for the world, Rarity. We’ll be there. But for now,” He brought them both in for a hug, “Let’s focus on the fun at home!”





Everything had been going smoothly, just as Rarity had planned. All of Ponyville was covered in Hearth’s Warming decorations, and it was time for the Hearth’s Warming fair she had been planning for a month.
At the Ponyville station, Rarity, Twilight, Pinkie Pie, Applejack, and Matt stood waiting for Rarity’s ride on the Friendship Express. About a third of the already small platform was covered in a field of her baggage.
“I’m leaving this in your hooves, Pinkie Pie!” Rarity said, a chauffeur dragging yet more piles of luggage and bags, all full of Rarity’s personal belongings. “I must leave for Canterlot immediately! I must direct the royal Hearth’s Warming Eve Pageant at the request of Princess Celestia herself! I fear with how late I’m leaving already there may not be time, so make sure there are no mistakes whatsoever.” 
She turned to Twilight and whispered, “You know you’re really in charge, right? I wouldn’t trust Pinkie to not to turn this into an all-out rave while I’m gone.”
Twilight nodded. “Of course, Rarity,” she whispered back with much less poise. She glanced over her shoulder at Pinkie Pie, who was busy bouncing up and down and trying to identify everywhere luggage stickers on ponies’ luggage were from on a comically large and unwieldy map.
“Ah can keep a handle on anythin’ she tries to take too far,” Applejack chimed in. “Not that hard ta do, ‘specially ‘cause we already know each other very well.” She laughed to herself.
Everypony look up at the sound of the Friendship Express pulling into the station. The chauffeur visibly paled through his coat and struggled even harder to get bags onto the platform. As soon as it pulled into the station, he hurried to throw as many as he could into the car Rarity had reserved solely for her mass amounts of baggage.
As the flurry of luggage began shifting from the platform to the train, Rarity turned to her three ex-girlfriends and ex-husband. “I truly am sorry to take leave for such an important, dare I say intimate holiday, but duty calls. Any request from Canterlot’s royalty is a serious task, even if from those dreadful elites that take themselves as high and mighty as the princesses themselves.”
There was a shout as the chauffeur crashed into a couple boarding the train. His vision was obscured by the tower of bags he was carrying, and he brushed it off without so much as a glance at the flattened ponies.
Rarity trotted to her own dedicated car, seperate from her bags. As the platform finally began clearing up, Rarity got in and leaned delicately out of the window of the luxury suite she had reserved for herself. She called out to her three ex-girlfriends and her ex-husband, “I will miss you, but I’ll be back as soon as you can say je vous aime tous, j'aimerais pouvoir être avec vous pour toujours!”
As the Friendship Express began pulling away from the station with the last bag loaded, Rarity waved her fancy hoof-kerchief and let out kisses. “Mwah, muah, muah!”
Pinkie waved her own, calling out for Rarity to write home every week. She had somehow found an old 1940s housewife’s outfit for herself.





Later that evening, Rainbow Dash and Twilight were busy working out the final details of the light show that would kick off the Hearth’s Warming fair that night. A pegasus performance would be accompanied by both magical and practical effects from a team of unicorns on the ground, all held over the large fairground that everypony would gather in to watch.
They were just finishing practice of the final rehearsal before the big event as Matt watched. Bic Mac had come by that morning to get Applejack, and they had to go back to Sweet Apple Acres to help move the rest of the apple cider and assorted apple baked goods that the family, mostly Granny Smith, had prepared for the fair.
Just as Rainbow Dash flapped down from the air to Twilight, who was discussing the rehearsal with her unicorn team, Fluttershy appeared from down the road and trotted past Matt , greeting him quietly on her way past him. She stood awkwardly behind Twilight.
“Alright!” Rainbow Dash shouted from the air as she dropped in almost right on top of Fluttershy, not even noticing she was there. She caught a breath and leaned heavily on Twilight. “That went super well, don’tcha think, Twilight? I think that was even better than last time!”
“Yeah,” Twilight replied. She leaned into the rainbow-maned mare and smiled. “This is going to perfectly.” She left Rainbow Dash’s side to address her unicorns, as well as the pegasi that had gathered around.
“Okay, everypony! We’ll be ready to go in twenty minutes, so take a rest and get ready for tonight! Rainbow Dash will meet the pegasi over the hill like normal and meet the unicorn to get your suits completely ready with them. Good luck!” Everypony disbanded, headed in the direction of nearby buildings and tents before they had to perform again.
Twilight turned to Rainbow Dash and caught sight of Fluttershy, who was apparently caught staring as she turned red. “Oh, hi, Fluttershy! I didn’t notice you come over. You should have said something!”
Fluttershy squeaked meekly, nodding and glancing between the blue and purple mares who had turned their attention on her.
“Oh, um…” She trailed off before catching herself. “Oh, Twilight, you wanted to know about the raccoons, right? Is this a good time for it? Because I can come back, if you want…”
“No, of course it’s not a bad time!” Twilight exclaimed. “Tell me all about them! What did you find out about the forest? Did Zecora say anything about the Everfree? What’s going on?”
The yellow doormat looked almost run over at the barrage of questions. She took a breath and a moment to compose herself, then started her report. “The raccoon families are all confused about whether to come out or stay inside. They said it’s too warm to stay inside anymore, even though it’s only been a few weeks. The bears and groundhogs said the same thing.
“In the Everfree, Zecora said that everything’s going crazy. Plants that would normally die off or thrive in the winter aren’t doing that anymore.”
Twilight nodded, her expression changing to that cute one she had whenever she was thinking particularly hard.
Fluttershy glanced away to see Rainbow Dash smile, then continued “Everything’s growing out of control, actually. According to Zecora, ‘I do not know why these plants grow. If things have not turned, I will be even more concerned.’”
 Rainbow Dash took off with a flap that barely missed Fluttershy, and shouted down, “Well, while you two figure that out, I’m gonna go gather up the pegasi for later!” She started towards the nearest group of pegasi, shouting to get ready.
Fluttershy gathered herself again and continued. “Zecora’s also seen timberwolves everywhere, wandering near her hut, even though she said she’s put something up to keep them out. She said it was almost too dangerous to come meet me today because of everything out in the Everfree now!”
Twilight’s expression became more concerned. “Thank you, Fluttershy,” she muttered after a moment. She looked up and into her eyes, seeming to snap out of her thoughts. “Well, whatever is happening, I’m sure It’ll clear up in a couple days.” She smiled and said, “I probably just missed some stars aligning in my cosmic calendar or something,” as she leaned in and kissed Fluttershy, who turned as pink as her mane.
Twilight smiled and turned to Matt, and was about to say something before somepony shouted from down the road. “Heya, Twilight! We’re all done down at the orchard!”
Applejack trotted closer to the group and came to Matt’s side, breathing hard. “We almost didn’t have ‘nuff apples for tonight, ‘cause so many were turnin’a mush down there. They were droppin’ like flies out there! Doesn’t make no sense.”
“That’s just fine, thank you so much for your family’s help with this, Applejack!” Twilight replied. “It just wouldn’t be a Ponyville celebration without it.” Even as she said it, a concerned look crossed her face.
Rainbow Dash dropped out of the sky nearly on top of everypony. Twilight was surprised to see her back, but before she could ask, Rainbow said, “Hey, Twilight, the unicorn down there said that it’s gonna be way too bright out for this show to work. Did you get the time wrong or something?”
Twilight grew even more concerned. “Things have seemed a little off recently, haven’t they?” she asked. Everypony nodded agreement.
“Yeah, ain’t it feeling a lot warmer’n normal?” Applejack said. “It’s been kinda weird fer days now.”
Matt chimed in. “Yeah, we found a leaf yesterday. Straight out of autumn, it was orange and still crunchy.” Everypony looked at him, which made him feel a little embarrassed he had said anything at all.
“Me too!” Pinkie Pie shouted behind everypony, even though they were in a circle. “There’s been party emergencies everywhere in Ponyville!”
After everypony recovered from the mild shock of Pinkie’s sudden appearance, Rainbow Dash asked, “What do you mean, Pinkie? What kind of ‘party emergencies’ could there be?”
“All sorts!” Pinkie shouted, leaning into the blue mare. “Parties, gatherings, get-togethers, fiestas, celebrations, plain old parties, pow-wows, ho-downs, you name it! I’ve been dealing with them for days now!”
Everypony looked around. “As much as I’d like to figure this out now, we do still have a show to put on,” Twilight said, turning to Rainbow Dash. “It’s nearly dark now, so we’d better get going!”
The two winged mares backed up from the gathering and took off to where they would meet the performers. Everypony looked at each other.
“Well, let’s go find a good seat ‘fore they’re all gone!” Applejack said to the rest. “Sure to be a good view left if we get there now!”


It was soon dusk. Nearly everypony in Ponyville was waiting for the Hearth’s Warming kick-off to begin as it grew darker and darker. They milled around, watching the skies, the dark treeline of the woods before the Everfree providing a jagged horizon.
Then, there was a great flash in the sky! A bright cloud of smoke billowed out from a fading point of light, and a pointed formation of pegasi burst through, each adorned with a magically glowing suit. The single group split into two, pulling up into the sky parallel to each other as each began releasing a stream of magically lit and colored smoke.
Individuals from both groups began pulling away and heading back down as the others flew higher, until they all reconverged and flew across the crowd below, releasing a fantastic magic lightshow as they made their way over. Music and sounds of magical origin began playing throughout the sky, adding to the experience.
The perfectly straight lines of smoke they left behind were beginning to smear in a gust of wind, while the higher portions were blown away completely. Some magical lighting was dimmed or flickering, and some was outright missing. Winds buffeted the performers, who struggled to keep their place in the air without taking one another out.
Still, the performing ponies continued. They moved through the air gracefully as the crowd below cheered each time they passed low overhead. As the performance continued, more and more magical lights were placed in the sky, where the grand finale would see them combine into the huge majestic form of the Fire of Friendship, representing the triumph of love and harmony over coldness and division.
Nopony really remembered what it meant, despite Twilight’s in-depth research and use of symbolism in the performance. They just thought it was a pretty light show that meant it was the beginning of Hearth’s Warming celebrations!
As more and more magic filled the sky, the smoke wiped away by the mysterious wind instead of how it was magically planned, the performing ponies came up to the center of lights as they became larger and larger in their own pattern. Everypony watched intently, waiting for the best part. Every light came together, all combining into one, each suited pegasus wating to add accent to the display…
A noise took over, covering all others that were provided by the magic in the air. It was screeching, sinister, scratching into everypony’s ears. The lights in the sky created a distorted image of a fractured heart, glowing red instead of the intended pink. The lights fizzled out quickly, and those in the crowd looked around, assuming it was over. No doubt an interesting end, but they didn’t care. It was time to celebrate!





Julius looked out over the town of Ponyville, so close to the Everfree, and so unsuspecting of his plot. He rubbed his little paws together, happy with how smoothly things were going. Nopony suspected a thing, as the darkness spread through the Everfree and leached into the poor little town.
He turned, preparing to fuel the encroaching gloom with his own magic. He released the flow from his body, channeling it into those terrifying woods…





The fair was going well. Nopony was left out or having a bad time, they were festivities that could make even the grumpiest pony smile and make out with each other, which they were doing all night. Matt was having a great time with his girlfriend Applejack and their circle of friends, those who had remained in town that night.
Matt had even encountered famed celebrity Matt Hoofson. He was the most kissable pony Matt knew of, and despite meeting him for the first time in real life, Hoofson having no idea who this guy was except that he was super cool and attractive, let Matt kiss him full on the lips.
Everypony was enjoying themselves…
Except Twilight. She spent her time analyzing every little detail of the fair, from the stalls and booths in the Hearth’s Warming market to the decorations around town to even the townsponies themselves. She was convinced that something was wrong, that there was something external causing problems. Magic can easily go wrong, but when it does, it doesn’t distort or warp in the way it did with the magic show she had so carefully prepared and meticulously triple- and quadruple-checked.
She took measurements with instruments ranging from innocuous to intrusive, scanning every object and space and orifice. She found that the corners away from the lights were unusually dark, and the shadows flickering from everypony were more erratic and distorted then they should have been. Even with gusts and breezes, shadows would jump around more than they would become distended like that.
“Aw, would you calm down, Twilight?” Rainbow Dash exclaimed as the group approached a hot chocolate booth late that night. “You’ve been running all around town, pretty much turning it upside down for what?”
Twilight checked the booth of everything she could as she waited for her drink, from the planks it was made of to the vendor’s license laminated and pinned to the back wall.
“You’re suspicious something’s wrong, tonight? Have fun! Come on, I haven’t even been able to kiss you once…”
Twilight took her hot chocolate and set it on a table, magically retrieving a lab table’s worth of chemistry, including pH strips, a complicated, tubey setup of connected flasks, drip tubes, filters, and condensers, a small sampling of assorted chemicals, and various other liquid-oriented tools that she all set to work rigorously testing the innocent hot chocolate.
She took a two-pronged box with a dial on it that read “Magic Level” on it and stuck it into her cup and took notes, testing the pH of both the whipped cream and the drink itself, then poured a measured amount into the flask setup.
“There’s no harm in making sure everything is going well, right?” Twilight mumbled, focusing on how the drink reacted to one of her various tests.
Everypony sighed, annoyed that Twilight was still on to her obsessive thoroughness. As much as she told them that it was to make absolutely sure her fears were struck down, it seemed more like she wanted this particular fair to go perfectly.
It was still rather busy as everypony took their time having their fun that night, and the neurotic princess stuck out among them as probably the only pony in town not focusing on the festivities and having fun by doing so.


The next day, Twilight was busy analyzing last night’s findings. She had been up most of last night, and wandered out to gather more data from time to time.
Rainbow Dash stood at the looming entrance to Twilight’s castle at the edge of Ponyville. The nearby school was closed for winter, and the castle itself was imposingly graceful enough to not need Hearth’s Warming decorations, save for the lights leading to the entrance and a comparatively tiny wreath on the door.
The blue mare stood at the doors, and knocked hard. “Hey Twilight! I know you’re worried, but come on!” Rainbow Dash shouted into the crystal. “Can’t you do this later or something? I need to talk to you!”
Twilight flew overhead, onto the large balcony above the entrance. She missed Rainbow Dash entirely, who mumbled something to herself about “waiting” and “ten minutes,” and flew up after her.
“Hey, Twilight! Hey,” she said, catching Twilight’s attention as she landed. “I have to-”
“Not right now, Dash,” the purple alicorn said, trotting inside to the room she had converted into a full-sized experimental laboratory. There were huge chambers and machines, gizmos and gadgets everywhere, piles of readouts spilling everywhere from monitoring machines reporting various variables from around Ponyville.
“I’m busy,” Twilight told Rainbow Dash. She dumped a hoofful of gathered material in the least cluttered part of the lab, which happened to be the floor.
“But I need to tell you, Twi, I gotta go.”
The purple mare turned to the blue one. “Go where, Dash? You didn’t need to ask me for permission or anything.”
“No, Twi, I have to leave. Like, actually leave.” Rainbow Dash maneuvered her way over to Twilight through the field of things on the ground. “Cloudsdale’s calling me in to help figure out what’s going on with the weather. Apparently there are a ton of rogue stormclouds dumping rain everywhere, and the winds are going crazy. They really need me over there to help round ‘em up and stuff.”
She nuzzled the other mare. “I really do wish I coulda spent more time with you, Twi, but sorry. I gotta go. It’ll probably be ‘til way after Hearth’s Warming, too.”
Twilight turned to face Rainbow Dash. She sighed, and said, “Oh, Dash, I really wish I did, too. I guess I got too worried this time. I should have listened to you last night.”
As they pulled apart, Twilight asked, “Do you really have to leave now?”
The blue mare sighed. “Yeah, right now. No time at all.” She stole a kiss from Twilight before taking off towards Cloudsdale.


Twilight took herself a little easier as they day went on. She was certainly suspicious, but she let herself spend the quality time everypony else was with her friends. As the day continued, the weather over Ponyville worsened. Wind and rain drove ponies away from the outdoor celebration, unlike the snowfall they were expecting would have done. Many events were cancelled, but ponies persevered and continued indoors.
Matt, Applejack, Fluttershy, Pinkie Pie, and Twilight all gathered in the Castle of Friendship that evening, which was surprisingly warm and dry for being so large and made of crystal. They were waiting out a particularly bad burst of pounding rain. Looking outside, the skies were all grey, extending as far as the horizon allowed, and seemed even darker farther away.
Everypony was gathered in the common area of the castle. The crystal furniture was surprisingly comfortable, but the normal furniture was much more so, and was arranged nicely around a table.
Matt and Applejack sat on a wide seat together, while Twilight and Fluttershy sat on their own, with Pinkie Pie bouncing around the room and generally ignoring her seat despite participating in their conversations just as much as the others. They all had a wonderful time making out with each other.
At some point, Pinkie shot past everypony else, planting a kiss on each one, and bolted through the door, shouting, “FUN EMERGENCY 34.19224, -118.34631 SAN FOAL-SE I’LL SEE YA LATER!!!”
Everypony felt inexplicably uneasy.


The next day, the third and final of the Hearth’s Warming fair, the skies were much more foreboding, clouds so grey as to almost turn the day to night. Despite having no rain nor gusts to speak of, ponies kept inside much more than the day before, as if spooked away from the outdoors. At least, until the evening, when the finale of the celebration came, and that night was spent as the last major social event before the intimate time of Hearth’s Warming.
Fluttershy was called out to the Everfree, because some ponies who ran an animal sanctuary there were dealing with panicking animals, before she had to visit Zecora. They were having a hard time keeping the animals safe from themselves, let alone whatever may have been spooking them, and the conditions in the Everfree were turbulent to say the least; despite Ponyville being eerily calm, the Everfree Forest was brutally pounded by driving rain and wind, seemingly at the edge of an advancing wave of clouds.
Matt, Applejack, and Twilight remained in Ponyville. They spent their time with each other well, in a way that only a special holiday like Hearth’s Warming could: kissing and cuddling in Twilight’s castle, taking breaks to go out and eat.
As what was barely day turned to night, everypony in Ponyville came out to gather for the end of public festivities as they made way for private celebrations. That night would be one final gathering before the winter’s coldest grasp would take hold, until Winter Wrap-Up brushes it away.
It was pitch black outside, without the moon to light the town streets it was up to weak streetlights to illuminate the alleys and deep black corners on the outskirts of Ponyville. Ponies were meeting in the fairgrounds that had hosted them days before, with magically sustained bonfires both keeping ponies warm and leaving no marks on the grass, absent the snow that usually covered the ground.
Matt, Applejack, and Twilight gathered themselves to head to the fairgrounds from a cafe in the heart of town. As they stepped outside and began down the street, Spike rushed at them, shouting for Twilight. He had been keeping himself busy “inspecting” booths, mostly the ones that sold chocolate or treats, to make sure they were running properly. Or something like that, Twilight had honestly forgotten about him.
“Twilight!” The dragon shouted as he got closer, panting from the run. He must have forgotten that he had wings, or maybe he was so panicked he had just ran the entire way there. He had probably forgotten.
“What is is, Spike?” Twilight asked as he leaned over himself to catch his breath.
“In the park, where everypony is, there’s- there were-” He let out a heavy breath. “Oh, Twilight, you gotta hurry, it’s crazy down there! There are tons of timberwolves everywhere! They’re chasing ponies down all over the place!”
“What?” Twilight yelled, taking off at a gallop down the street, dragging the dragon along in her magic. “Spike, what do you mean, timberwolves?”
“They came out of the Everfree! They just showed up! I don’t know why, but they’re here!”
The group bolted down the streets of Ponyville, encountering a wave of fleeing ponies in the opposite direction. Twilight took to the air and flew over the crowd, leaving Matt, Applejack, and Spike to catch up.
As they raced up the path to the fairgrounds, what they saw was chaos. Shredded tents were collapsed near the buildings they were erected by, and a dozen timberwolves prowled the field, searching for anypony to hunt before they would enter the Ponyville streets. Twilight hovered above them, gathering strength of magic and channeling it through the enchanted bonfires.
She drove a stream of fire at a group of timberwolves, the magical flames sticking to their bark and spreading through their shells, completely destroying them. More timberwolves moved in from another direction, leaping up into the air to snap at Twilight, while the shapes of other creatures approached from the distant darkness of the Everfree.
Matt and Applejack had no idea what to do. They could only watch as Twilight tried to manage the timberwolves. They found their way inside to avoid being seen. 
More and more creatures appeared from the forest. They were not as dangerous as timberwolves, but were threatening all the same.
Many of the Everfree threats retreated. Only those vicious enough to lock on to Twilight’s defence remained as they were eliminated one by one.
Matt, Applejack, and Spike rushed out to meet the exhausted alicorn defender.
“Twilight, that was amazing!” Matt exclaimed, embracing her. He held her for as long as she let him.
“Yeah, of course,” Twilight said. “How could something like this happen? What made them do it?”
“Ah dunno, Twilight, but that was mighty impressive,” Applejack said. “How long’ve they been goin’ crazy, those timberwolves? I remember Fluttershy sayin’...” She trailed off.
Matt snapped to attention, as Twilight gasped.
“Fluttershy!”


The group of ponies, plus Spike, raced into the Everfree, desperate to see their dear friend safe. The forest was almost impenetrably dark, even with the strong magic light Twilight conjured to guide them.
As they neared their destination, they saw a path of toppled trees cut across the path, moving alongside it as it neared Zecora’s residence. Before long, the ponies encountered their yellow friend, under the paws of a feral Ursa Minor.
Twilight stopped the group as she again took the role of powerful defence, this time for her closest friend. It had been years since she had encountered it, but she had grown older, even smarter, and had conveniently turned into a nearly all-powerful alicorn, with some practice.
The purple mare pushed as much magical energy through her horn as she could muster, concentrating on incapacitating the beast. A magical force took hold of the Ursa Minor for just a few moments as Fluttershy was yoinked from beneath the beast.
With the trembling pegasus in their safety, the group took off back down the way they came, hoping to make it back to Ponyville before anything else could happen.
As they returned to the fairgrounds, at the edge of the Everfree Forest, a creature appeared before them, magically imposing the image in front of the ponies.
“Hello there, you pathetic heroes,” he said, his voice tinny and distant through the projection. “Before you even ask, yes, I’m causing your woes.”
Everypony had stopped in their tracks, ramming into each other at full speed in their single-file line. They nearly toppled over each other, but caught themselves just in time.
“What do you mean, you’re causing it?” Twilight demanded. “Caused what, the timberwolves?”
“Why yes, you ugly horse. And you have yet to see worse! I know you hold the Elements of Harmony, but that is no obstacle for my plot. You’re too weak to stop me, all of you sots!” The purple ball of fur that reached roughly to Twilights shoulder moved around in front of them, shifting closer.
“I’ll tell you right now, my dear, sweet princess. I’ll tell you how, with fear, I’ll make ponies helpless! I will turn Equestria to autumn, and bring Nightmare Night to them!”
He spun, cackling with glee. Smiling and laughing, he turned back to the ponies. “A paradise of horror, that is for sure! The world I have loved, now to be lived! Filled to the brim, monstrous and grim…” 
Looking her in the eye, he spoke directly to Twilight. “You will never end your festivities and Hearth’s Warming, so consider this your only warning: It is impossible to stop me, so don’t even try, please. I, Julius Grinch, will succeed in this pinch!” 
With that, his image faded out, leaving Twilight, Applejack, Matt, and Spike with a heavy and clear impression. They needed to stop Julius.





Julius started towards an archway from his all-seeing overlook, from where he had watched the panic in Ponyville, taking in the terror, the fear on everypony’s face, the grief and sorrow of loss and destruction, the mourning of the citizens as a dark shadow fell over the land. Emanating from the crystal beacon was a blackness that carried the feel of dread and nightmare, an ancient phobia that all those affected embraced.
“See now the strength of my hand, the power I hold over this meek pony land. How they embrace the autumn, and the allure of the fearsome! They shall bow to my whim, and to horror succumb. They shall all fall grim, and-”
The soft-furred, pudgy creature toppled over. “Oh crumbs!”
Picking himself off the floor, Julius looked and saw the dog he had tripped over. “I swear, almost every day, haven’t you learned to move out of the way?” The zany little creature spun to the door. Juilus opened it and went inside from his balcony.
Inside was rather cozy. It was dimly lit and spooky, sure, but that was just an aesthetic. There was a spooky mask on the wall, and a funny little hat on the table. Flopping onto the couch, across from a television playing an old VHS he had been watching, the purple creature sighed and smiled to himself. “I know I’ll succeed, but there’s just one thing I need.”
Almost as if it knew what he meant, the pressure of a voice weighed in Julius’ mind. “You know, it’s kinda silly that you rhyme everything like that.”
“It’s a force of habit!” Julius exclaimed.
“Well, not kinda. It is silly you do that. It seems like you just want to be imposing or fancy or something.”
“It’s fun, and I’d rather have it.”
“Uh huh. Sure.”
Julius sat up. “I need something from you. Something only you can do.”
The voice gave a soft, almost uneasy laugh. “What you did earlier, it was a little extreme, mister.”
Julius stood, and looked at the huge mirror spanning one wall. “You live in the depths of my mind. This is something only you can find.”
Ding Dong’s white, cartoonishly proportioned body rested on the couch in the reflection. He was playing Mega Man X. Keeping his eyes on the screen, he replied, “So you do wanna do it? Like I told you before, it’s pretty dangerous. I’m not sure I could do it exactly the way you want. I’m not sure you’d even be the same afterwards.”
“By any means possible, even if I become vile. I must fulfill my purpose, even if you put up a fuss.”
“Hey, that was close!” Ding Dong said, pausing his game and getting up. “Those didn’t rhyme very well. I think you should work on that.” 
The white creature stepped through the door in the reflection, saying, “Okay, okay, I’ll do it.” He paused in the doorframe, looking back to Julius. “Whatever makes you happy, I’ll do it.”
Plopping back on the couch, the purple, gerbil-like creature made himself at home. 
“Hearth’s Warming day will see the end,” he muttered to himself. “This will be worth it then.”
> Chapter 2
> --------------------------------------------------------------------------

The four ponies, and Spike, were on their way to Cloudsdale. Irresponsibly, they had left Ponyville as soon as they could, Twilight providing minimal assistance to the townsponies and leaving it completely defenceless as she went on another one of her adventures, searching for her friends. She emphasized how important it was to act quickly.
“Who knows what kind of damage that thing we saw could do if we don’t stop it?” Twilight ranted as they neared their destination. “It just showed up out of nowhere and nearly destroyed Ponyville! I don’t know if it’s gonna get even stronger or something, but we really need to figure out what’s going on.”
“Yeah, but how is visiting Cloudsdale gonna help us out?” Matt asked. “Isn’t that where the weather factory is?”
“Yes, Matt,” Twilight replied, “The weatherponies can probably tell us about the weather when we get there, but more importantly we need to find Rainbow Dash. She said she needed to be in Cloudsdale because of the weather.”
The climate had gotten particularly out of hoof over the roads leading between cities, which so close to Hearth’s Warming were devoid of ponies since they had already made their way to family for the holiday. Huge swaths of dark clouds were thick in the sky, and wind blew constantly around the travellers.


Eventually, the ponies arrived at the floating city of Cloudsdale, which they knew when they saw the pegasi poking down through the clouds beneath the city. It could only be practically inhabited by pegasi since it was mostly built of clouds that only they could walk on. Twilight had enchanted her friends to let them walk on the clouds, and retrieved a visitor’s balloon to take them up.
In the city of Cloudsdale itself, above the clouds to try to avoid the harsh weather below, the pegasi were in relatively high spirits. Even at their elevation, winds gusted into the city, but it didn’t stop them from enjoying their cloudy Hearth’s Warming.
In the weather factory, however, pegasi were hard at work managing the roiling sea of stormclouds that coated the skies beneath them. It was a complete mystery to them where they had come from. It was apparent they were magically created because of how wild they were acting, as wild as clouds can act. Half of the time was spent just dealing with the cloud cover over cities, while the other half was dedicated to wiping the clouds out of the sky.
Twilight took off as soon as the balloon landed in the clouds, over to the weather factory to find Rainbow Dash. Matt, Applejack, Fluttershy, and Spike were left to wait for Twilight to return. Matt and Applejack started kissing, which made Fluttershy and Spike only a little uncomfortable.
After about half an hour, Twilight returned with Rainbow Dash in tow. They both seemed exhausted, breathing hard They all loaded into the balloon as it began its trip to the ground.
“Took a while,” Applejack said.
“Yeah, yeah, we’re in a rush,” Twilight replied in a flustered tone. Her face seemed to redden, and she quickly looked down at a small stack of papers she had acquired from Cloudsdale. “Those weatherponies just said the clouds are moving in from the north. These are some of the results they have from testing these clouds.”
Using her magic, Twilight set the balloon on a course for their next destination. According to Twilight, it would only take a few hours to get there, where they would find Pinkie Pie, if she didn’t just appear behind them.





The balloon sank below the clouds, buffeted by wind. Twilight had to use magic to keep it steady in the air. Even beautifully sunny and extremely expensive San Foal-se was not spared from the poor weather. Coming in directly over the exact coordinates Pinkie Pie had given before taking off days before, the ponies in the balloon looked over the edge of the basket and saw a normal house, a plain old home. Given it was rather nice, since it’s San Foal-se, it was more like a modest house.
Gently landing in the street, Twilight and the gang climbed out of the balloon and onto solid ground. Just as they did, the door flung open and Pinkie Pie waved at her friends, yelling, “Hey, there you guys are! I was just about to leave Mrs. Faust here!”
A completely exhausted beige unicorn with a red mane stepped outside after Pinkie Pie, clearly dealing with the pink party pony for days. She walked up to meet Twilight. “She just wouldn’t leave me alone,” she said in a hushed voice as Pinkie rushed around to meet her friends. “She was trying to kiss me so much. I couldn’t sleep at night because she was trying to get into my room through the door, the window…”
Twilight chuckled, smiling to the worn-out mare. “Yeah, she can be a lot. She ran off days ago, has she been here that long? Why did Pinkie come to you?”
The other ponies of the group gathered around the beige mare, listening to what she was saying.
Faust sighed. “Oh, Pinkie came here to tell me that you were coming, that you were going to ask about a purple creature, and that she had to get her ‘Cameo Party’ ready, whatever that means.”
Pinkie set off a party cannon, the confetti quickly blowing away in the wind as she served cake to everypony. “Yay!” she repeated as she gave out each plate.
Twilight set her cake down, asking, “Wait, do you know something about a ‘purple creature?’”
“Yes, I do,” Faust said. “It’s a magical being that despises the Hearth’s Warming season, and wants to revert it back to autumn, when Nightmare Night comes around.” Looking to the unseasonably dry grass in the yard, Faust continued, “In fact, his ideal Nightmare Night takes it further than just a spooky night of fun. He wants to live most of the year that way, and will do anything to have it. Apparently, it lives in the most terrifying part of Equestria, the heart of the Everfree Forest, or so I’ve heard.”
Twilight nodded, listening intently.
“How does he do it?” Matt asked. “Does he use magic to change things?”
Faust sighed and turned to Matt. “Yes, in fact, he does use magic. He absorbs power from terrified ponies to become stronger and spread his influence as far as possible.”
Everypony nodded, as if it made perfect sense. 
Deciding to finally leave the poor mare alone, Twilight said, “Well, thank you so much for your time, Mrs. Faust. You’ve been very helpful.” She backed up, and the rest of the ponies loaded into the balloon again.
“Okay, thank you for knowing about exactly what we wanted to know, somehow!” Rainbow Dash called out to Faust as they all climbed into the balloon.
Faust waved at them as they took off. "Thanks for coming by!" she shouted to them. Under her breath, she added, "Please never come back..."
"Okie dokie loki!" Pinkie shouted back in reply.





Julius pulled himself off the couch he had become stuck to, after enduring days of nonstop mental meddling by the creature in his head. He stood up and stretched, which he usually forgot to do after something like that.
He wanted a sandwich. He really did want a sandwich, but he wasn’t done with his task yet. He still had to wait for the final steps of his plan to begin. He couldn’t waste any time, because any moment could bring the power he sought to kick off his plot.
“I think that went pretty well,” Ding Dong said, coming back in the room through the reflection’s door. He yawned, since he hadn’t stopped to rest since he’d started. Not for anything at all. “I hope you’re happy now.”
“Absolutely, Ding Dong. Thank you for your service,” Julian said, starting to the door outside. “But I still have something to do, so let me focus.”
Stepping outside, small purple ball of fur centered himself in the wide room, open to the landscape beyond. Carved from the crystal mountain, the large round room focused on the point where Julius now stood, and waited.
His mind was unlocked. It now held no limit to the depths of spooky Nightmare power he could hold. He waited for the final phase of his plan to take effect. Taking position, he sat in the very center of the room, and waited…





Twilight flew from the balloon over Canterlot, coming down to meet the Royal Guards and let them land the balloon in the royal castle’s dedicated balloon-landing zone. Offloading the rest of the ponies, they made their way inside the castle, rushing to the ballroom being used to rehearse and store props for the royal Hearth’s Warming Eve Pageant in a few short days. Rarity would be there, working tirelessly to ensure the play went perfectly, especially because the princesses themselves would be in attendance.
Twilight and the rest encountered some guards in the halls, who they asked where the ballroom was. They found the entrance and went inside.
Rarity was busy touching up some costumes, pulling racks of them around to assess what she needed to do. She was so focused she didn’t notice her close friends until they were nearly in front of her.
“Oh, dear!” she exclaimed when she realized who was waiting for her. “Twilight, Matt, everypony, what are you doing here? Has something happened?”
Twilight nodded, saying, “You need to come with us right now. This is too important to talk about right now. Get somepony to tell the princesses 
“The princesses? They came and watched some days ago, but I haven’t heard a word of them since yesterday,” Rarity said. “Even with their schedules packed around the holiday, they wouldn’t miss keeping an eye on the most important public event of the season. I have no idea where they could be.”
Twilight stared at her, considering what Rarity meant.
“Why, is something the matter? I must not have heard, I was working so hard on the play…”
“I think we need to find the princesses first,” Twilight said.


Searching the throne room for hints, the ponies looked everywhere they could think. If that little purple furball had tried anything, he probably would have done it in the royal throne room, like most villains tended to, and left some kind of clue behind.
“Hey, uh, you guys, there’s a big hole in the wall right here,” Rainbow Dash called out, pulling aside a tapestry that hung behind the princess’ thrones. It was a steep tunnel leading beneath the castle.
Twilight looked down it, grimacing at the idea that the princesses could be down there. She turned to look at the other ponies, then stepped into the passage. At the bottom was a green glow, and a large cavern.





Twilight entered the cavern ahead of her friends. She peered inside and saw a Changeling hive under construction, holes bored through the walls into the ground, with prey entrapped in cocoons. The two most noticeable, and most prominently displayed, cocoons contained none other than the two princesses of Equestria.
Twilight gasped at the sight. Disregarding the Changeling hive, she was relieved to see the princess were at a minimum possibly alive! She shot into the room towards the pair of sacs, but stopped short at a familiar sight.
Chrysalis. Of course she would be in a Changeling hive, but it still shocked Twilight.
Her friends filed in behind Twilight, into the rather large room with a multitude of branches just from the one room alone.
“Why, hello there, Twilight,” Chrysalis hissed her welcome at the ponies. “I see you’ve found me and my hive, right here in Canterlot.” Her salacious tone rubbed against everypony’s ears. “Make sure to give my Everfree friend a thank you card if you ever see him.”
“Yeah, Chrysalis, I know. Let the princesses go, or I’ll blast you away like I have before.”
“Oh, what a threat from the princess of friendship,” Chrysalis said. She grinned, almost grimaced, and continued, “Can’t you just give poor old Crissy a chance? I didn’t get to reform into a frail little butterfly like all the rest of my children. You just tossed me around without a chance!”
A raspy hiss emanated from the insect queen, echoed by the hive a thousand. She moved towards the two cocoons in the center of the room and stopped behind them.
Twilight aimed her horn at Chrysalis. “This is your only warning, Chrysalis. Give it up now, or nopony from your hive will make it out of here.”
“Oh, I’m being warned, am I?” Queen Chrysalis mocked. “Guess I’ll never learn!”
Her horn glowed an astonishing green in the act of sucking every possible piece of love from the princesses in front of her at a surprising speed, rejuvenating herself quickly enough to magically shield herself from Twilight’s blast. She carried on sucking the love energy from the easy prey, distributing it to her drones, screeching in laughter as she did.
“Run, ponies! We have freed the bane of Equestria, and shall rule in darkness once more! Gloom and grim will cover Equestria!”
As the last tangible part of her love was taken, Princess Luna’s cocoon wilted and burst open around her. Nightmare Moon forcefully emerged from the sac with her own cackle and  feverishly began making out with the insect queen, as the terrified ponies galloped from the Canterlot hive and away from an unstoppable force set in motion.





Blasts of both light and darkness, magically created, burst from the highest peak among the others of the Crystal Mountains. The ever-frozen tundra’s landscape was illuminated under the heavy clouds by flashes, and darkened by waves.
In the mountain itself, howls of transformation were leased by the creature up top. The endless potential to absorb what was released across Equestria was finally activated. Julius grew stronger, his innate magical influence distorting the world around him without him even thinking about it. It bent to his will, becoming the terrifying autumnal landscape he wished for, as he gained more and more power from the widespread chaos consuming Equestria.
What Julius gathered, he used to perpetuate the cycle. What was focused on the peak of the crystal mountain, came streaming back, releasing a dismal feeling over the land, returning more and more decaying spirits to the terrified state of Nightmare Night…
> Chapter 3
> --------------------------------------------------------------------------

Fleeing from Canterlot, Matt and the ponies barely escaped capture by the Changeling swarm, as Nightmare Moon’s unchallenged control of the night brought darkness to the land. The once normal nocturnal guards had become her Nightmare Guards, spreading throughout the lands from Canterlot. They couldn’t have followed the days through the permanent night, but it soon became Hearth’s Warming Eve.
Both enemies seem somehow stronger than before. Nightmare Moon’s influence affected even the ground. Chrysalis seemed to suck more and more love and happiness out the once-jubilant ponies than ever before, leaving them transformed as gloomy, fear-seeking remnants of their formerly cheerful selves.
It was apparent that something, or someone, was powering the old enemies to become truly unstoppable. From his perch, something was watching, plotting even in the process of his victory to stop anything that could interfere…





Rainbow Dash flapped back down to earth. She had flown over to see what could have happened in Ponyville they might need to avoid. Even in the darkness, she looked pale.
“Uh, you guys, I wouldn’t go to Ponyville right now,” she said. “Everything’s kinda weird there. Not, like, destroyed or anything, but it just doesn’t seem right. It’s like something made it all spooky over there, ‘cause it’s super dark, and all the buildings are kinda… disproportioned?”
Everypony shifted around, anxious to get to the Everfree. “I think we should just go around it,” Rarity suggested. “We can just avoid it altogether.”
Applejack stopped her, saying, “Well, ah think, ‘cause Ponyville is mighty spread out, it’d be darn hard ta do that. We could prob’ly just avoid the heart’a town, but we definitely need ta go through Ponyville some.”
Everypony agreed that avoiding the town altogether would just take too long. So they headed through the outskirts of Ponyville.
As they made their way through the streets, the illumination provided by the light posts were scant at best, and even with Twilight’s magical light leading them, it was too dark to properly see anything. As such, everything in the deeply shadowed alleys they passed seemed to be a creature, sneaking up to spook them.
Every building they passed was distorted in some way. Some had very tall and thin windows and doors, others were as wacky as could be, built as if they were supposed to topple over at any minute. As the ponies neared the other side of town, where the Everfree loomed in the distance, they began to notice convincingly grotesque features that occurred more and more frequently.
Soon, they were at the edge of town. They emerged from a row of buildings to find themselves on the fairground. It had become a fog-covered graveyard, packed full of enough tombstones and grave markers for all of silent Ponyville’s victims. Where the tents had once stood were now mausoleums and crypts, some dilapidated and others collapsed entirely. A thin, crowded path wound its way through the graveyard, leading to the Everfree in the distance, while the expanse of tombstones covered as far as the ponies could see.
Innately fearing even dark corners, Rarity and Fluttershy both clasped onto each other at the sight of the graves, while everypony else stopped to consider the sight before them.
“Wow,” Rainbow Dash said. “I didn’t see this when I flew over.”
Everypony, hesitating to continue, waited until one of them spoke up to move forward. “Okay, everypony,” Twilight said to the group. “This is fine, it’s just some graveyard. It’s probably not even really a graveyard! I bet these just magically showed up, right?”
The rest nodded in agreement, and moved to the path. Rarity took shaky steps, while Fluttershy had to be carried by Rainbow Dash.
Walking down the graveyard trail, towards the Everfree, everypony in the group, paranoid of the mysterious place, tried their best to keep spirits high. Rainbow Dash commented on as many graves as she could, calling out names she thought were strange or silly. Pinkie Pie ran from one marker to the next, giving eyes to the crosses and putting a hat on them, while she wrapped scarves around the slabs sticking out of the ground. She tossed entire loaves of bread behind them, to mark the trail, according to Pinkie.
Despite being on an entirely new path, the trail through the graveyard seemed to shift around the ponies. The fog obscured the ways forwards and back, and the sea of burial markers remained unfamiliar at every step, but the ponies swore things were changing around them. The most distant, barely visible tombstones seemed to shift, rise and fall, at the edge of their vision.
Eventually, after almost too long, the ponies made it to the Everfree’s edge. The sheer darkness ahead lent itself to blindly traversing forward, as now instead of graves, trees packed in against the ponies. With a dense ceiling trapping them in, they now felt entombed in the forest, wandering forwards. The ground was coated with autumn leaves, that decayed more and more as they pushed deeper and deeper into the warped reality dictated by the grim-minded creature waiting for them…





After an exhausting trek, physically and psychologically, through the Everfree’s densest and more foreboding wood, the sky almost suddenly opened above them. The grey light from the night clouds was barely enough to light the path ahead of them, and silhouetted an imposing shape against the sky. It was the point from which 
As the ponies marched their way towards the mountain, a blast of frozen wind met them. It pushed harder and harder against them as they made their way to the craggy base of the mountain. They found a ravine through two huge rock formations, with a sharp bend ahead. It was colder there than it had been before the mountain, but at least the wind no longer buffeted them.
Matt and the other ponies stopped in the thin mountain pass. They caught their breath from the fight against the wind, 
As they rounded the bend that had obscured what lay ahead, the lead pony, Twilight, gasped, as everypony found themselves at the top of a mountain pass, in the Crystal Mountains of the Frozen North.
“Wh… How did we get here?” Matt asked, “I thought we were looking for something in the Everfree… How did we even get here?”
Twilight replied, “It’s probably some kind of magic that brought us here, but I don’t understand how the mountain was in the Everfree!” She ran back the way the group had come, and saw only the rocky path leading up to the high point of the mountainous path.
Twilight returned and looked ahead to where the path lead, just as Rainbow Dash said, “Hey, look! I think there’s a cave or something up there!”
Everypony began at a trot up the path, still higher up the crystal mountainside to where their destination lay. Harsh mountain winds bit at their skin through their coats, the dry tundra air stinging their eyes.
As they made it farther up the path, the cave came clear into sight. It was rocky and dark, the light from outside barely enough to illuminate the entrance. It sloped upwards, to the peak of the evil crystal mountain.


Twilight continued to hold her magical light steady. It felt as if she had to fight against the darkness itself to see ahead. The cave kept wide enough for her to comfortably stand tall, and wide enough for two ponies to walk with each other. The ponies continued their ascent for much longer than they expected they would need to reach the peak.
Twilight and Spike led the group, followed by Matt and Applejack. Fluttershy and Rarity walked with each other, firmly in the middle of the pack, while Rainbow Dash and Pinkie Pie brought up the rear. Pinkie kept diligent watch over the empty space the ponies left behind them as they cut their way through the damp darkness.
After some time, Matt and Applejack, the latter of which was certainly the widest pony of the group, found they couldn’t comfortable walk next to each other, even though they were leaning into each other before. They looked at each other, and made the awkward decision of who would walk behind the other. Applejack took up that position, as Spike fell behind Twilight and the other ponies formed a line.
The cave seemed to close in around them. The ceiling lowered almost on top of them, and the walls felt like they squeezed against the ponies. They struggled to make their way through the jutting stones in the wall as the passage became steeper and steeper, the slick stone not helping. A twist up ahead provided a widening area up ahead, as the darkness thinned.
Eventually, the ponies found themselves at the peak of the crystal mountain. They were in a gouge in the face of the mountain, one side open to the air, and the other a huge mirror-like crystal sheet. The ground was smooth and level, and there was an arched opening on the other side whose door led to a normal-looking living room.
The door opened. Before anypony could question what was happening, Julius crawled his way through the doorway, almost too small for his now bulky form. He pulled himself through on four purple tentacles, and made his way to the wide platform. “Hello there, ponies come to interfere. I see you’ve found your way here.”
Skirting around the edge of the platform, near the opening, he approached the ponies, who had all made their way into the room. They faced Julius as they spread out around the perimeter of the room.
The six ponies surrounded Julius, most of them preparing to do anything to stop him, while Fluttershy was more of a moral support than anything, and Matt and Spike retreated back into the cave to watch, knowing they could only watch if a battle broke out.
Julius rose up on his tentacles spreading his arms, as Twilight called out, “Julius, we’re here to stop you. Put Equestria back the way it was, or we’ll use the Elements to do force you!”
“I see you think you can stop me, and put an end to my magic. Well, there’s something you’ll see, and I hope that it sticks. Oh, my little ponies, I hope I’ve put you at unease! That’s my goal, don’t you know, to do what I please!”
"Oh, buck off!" Applejack shouted, lunging at Julius.
Julius lashed out, his tentacles extending surprisingly quickly for how thick they were. He struck at Twilight, who used her magic to turn them aside as they struck the crystal wall  behind her. As she shot magic at the purple creature, he sent his own in return. The evil wave easily overpowered Twilight and sent her flying against the wall, as a sudden darkness overtook each pony’s vision.
Each of the colored ponies found themselves experiencing their worst fears: Rainbow Dash was isolated in a dense fog, her wings seeming not to work as she saw fleeting images of her loved ones walking away (mysteriously, it involved a jar); Fluttershy of an overwhelming cacophony of noise, a spotlight focused on her as she saw animals she knew she couldn’t help; Rarity encountered fashion nightmares without even a chance to help fix it, and a giant crab that tried to fight her; Applejack’s body grew weak and helpless as she was shown situations of complete dependence on those around her; Pinkie Pie of concrete, rational concepts, completely at odds with her abstract nature; and Twilight of losing her magic, her friends, and her books, to have it all replaced by quesadillas and spiderses…
Matt dashed out from the cave opening. Spike tried to call out after him to stop him, but Matt was intent on snapping the Elements out of their stupors so they could put an end to the threat to his life in Equestria.
Stumbling into the dimly lit cave, he groped around, trying to find anypony he could. He bumped into Applejack, his most current loving girlfriend, and heard her calling out about not needing to be spoon-fed, that she could eat solid foods. He leaned in and kissed her hard on the lips. Her vision lost its glaze as she focused on him.
“Uhh, wh… Huh?” She looked around, disoriented. “Matt? What’s happenin’?”
He leaned in to kiss her again, and told her, “We need to stop Julius! He’s trying to stop you with fear!”
Nodding, Applejack ran off to awaken the other ponies. Both she and Matt began passionately kissing their former girlfriends and wives, snapping them out of their fearful illusions. The gloom in the room lifted as each pony regained their wits, focusing on the creature in the room.
Julius dragged himself to the focal point of the array of crystals. “If you poor ponies can’t succumb to my terror, you’ll see I’ll thrive in this world forever!
Baring his inner self to the flow of magic focused by the crystal room, Julius overflowed his body with the power of millions of terrified ponies. He disregarded any consequences it would have, intent on executing his final phase, even in the face of the renowned Equestrian “heroes.”
Gathering together, the Mane Six activated their own magical sources. The Elements of Harmony connected them, creating a single source of magic powered by the six’s love for each other and the heart everypony had.
Taking to the air, as the Elements let them do for some reason, the six ponies released intense blast of rainbow power at the reflective wall of the room. Julius, instead of absorbing the energy of Equestria, was torrented by the influx of magic. Overwhelmingly positive, it seared its way into the center of Julius’ mind, breaking through the barriers his negative psyche had constructed to form his internal world. Everything was inverted in his mind, the love and compassion filling grooves and holes in Julius’ heart where once it had lived, that had separated from him and left him devoid of love or compassion.
The magic caused a blinding light to wash over the Frozen North, reflected by the mirrors over the whole of Equestria. Eternal night was burned away, the season was restored, ponies were spared and returned to their normal selves, out of the magic of friendship.


As the light faded, the Elements came back to the ground, and everypony in the room saw two figures where Julius once stood.
The round, purple-furred creature sat on the ground, staring at his feet. A tall, white one stood next to him, looking at the ponies gathering around them.
“Wow, you really did it,” he said to them. “That was pretty neat.”
“You created me from your desire for companionship so long ago,” Ding Dong told Julius. “I became the only place compassion could exist in you mind, and you transformed because you had lost it all.”
Sitting down next to him, he continued. “Hey, I’m real now, though. They replaced me up there, I got tossed out here into the real world. I’m real now!” He started laughing softly, which made Julius smile a little.
The ponies around the two creatures came in closer. Twilight stood next to Julius, still wary of his tiny shape. “Well, Julius? Have you given in to the good side?”
Julius looked up, a sad smile on his face. “I think I’ve had a change of heart. My sense of compassion and my impulses are no longer apart. Sincere happiness is something you can’t fake. And talking in rhymes is a habit that’s hard to break.” He laughed, and got up from the floor.
“Well, if you’re reformed, then we’ve got a holiday to celebrate!” Matt said.
Everyone agreed heartily as they made their way inside, Julius inviting them to stay for a little while, the dog yapping at their entrance.





Back in Ponyville, Matt was considered a hero. Everypony praised him for his heroic effort to help end the horrible threat to Equestria and treated him almost like he was living in a fantasy.
Julius had retained his magical power, now using it to the benefit of everypony he could help. It was mostly unconventional, sometimes joking help, but he used it nonetheless. He had magicked his entire crystal mountain home into the crystal structure of Twilight’s palace, and lived among the ponies just to see what he was missing after despising them for so many years. Julius and Ding Dong spent a happy Hearth’s Warming with each other, no longer dedicated solely to one single task.
The town was peaceful again, Jehoova's Witnesses going door to door. Everypony was inside, spending their precious time with each other.
That Hearth’s Warming night was one of the best Matt had ever had during his time in Equestria. With all six of the ponies he had adventured with, he spent the night with them, content with his six girlfriends and him all sharing their warmth on the first cold night in weeks. Spaghetti and Mozzarella were close by, playing with each other and eating nachos and pizza.
Matt thought back to his life on Earth. There was no way it could ever have been better than this one. He, Matt Hoofus, was one lucky guy.
“You either die for something or live... Live long enough to see what you became in the very end. Have merry muthua fuckin Christmas in Canada and to a good night and a very happy fuckin new year.”
> The Bonus Zone
> --------------------------------------------------------------------------

Hello. You have entered,

t h e   b o n u s   z o n e .


This is what happens when multiple people write something. Most of this is barely related to the story.

We let Matt into the server. He has his own special little room where we could talk to him.




We had some good times with Matt.




SPAGHETTI! The one and only kitten, in the fur, and Mozzarella.






Unfortunately, we discovered the Pony Creator that everyone was using, from way back in 2011.



raspberrytrapy's depiction of Julius (in monster mode)! He's about as big as Spike, usually goes without the tentacles, based more or less off a gerbil, and probably looks really funny trying to reach tabletops. https://twitter.com/raspberrytrapy



Other versions of julius, also by raspberrytrapy





cearse_'s (my) drawing of Julius and his lair. I imagined it like a big lens that looked over the entire world, and completely reflective (which is why I put the reflection upside down, but I don't know how reflections work so :\)




Writing brought out a lot of interesting concepts.







And all in all, we had a good time.



family guy


I'm absolutely not showing the other images that were posted, but this one is safe enough




fred is joker...