Nightmare's Sparks

by RoyalCoat

First published

Something more than the eternal night that Nightmare Moon threatened has come to Equestria. A vast nothingness has consumed the land. Twilight must find her friends, and save them from themselves, so that they may save the land itself.

The return of Nightmare Moon was striking. It forged a bond that awakened the new Elements of Harmony. But it was also the renewed attack of something from ages past.

Now that the seal has been broken, the Nightmares have returned to Equestria, consuming it and all its inhabitants. Twilight Sparkle, Element of Magic, failed in her task to protect her five friends. Given a second chance, she must fight to rescue them from themselves, and from the Nightmares that have taken hold of them.

When you want to put right your own wrongs, what will you be willing to do, Twilight?

A My Little Pony story, infused with elements of Demon's Souls.


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The town of Ponyville is a peaceful place, bordered by rolling hills, high fields, and flowing rivers. Despite its close proximity to the Everfree Forest, it is rare for creatures from within to find their way out, and rarer still for ponies to wander inside. So, it could be said, under the watchful eyes of Canterlot, even the chaos is contained: the growth, the weather, the animals, each carefully attended to by ponies whose passion, whose destiny, it is to perform that service.

An easy example of this is the town Librarian, Twilight Sparkle. Her calling, magic itself, lends itself well to study, which in turn entails an appreciation for books. Her appointment to the position, though provided by Celestia herself, can be seen as a fulfillment of the magic of the land to find a proper order. A place for everything, and everything in it's place. It fit well with the unicorn's mindset, to be sure.

Were she thinking clearly, Twilight might have appreciated the irony of that line of thought. Particularly as she tore through the library looking for research materials. Books lay in unorganized heaps all around the room, and sheets of parchment littered every surface, kicked up in frantic searching. Twilight needed to confirm an idea before she lost track of it. In her frenzy, the idea of pages and ink being literally under-hoof seemed to be lost on her.

“Spike! Have you seen my copy of 'Objective Order: Observations of a Controlled Cosmos'?” She called out, still nosing through stacks of books.

After a moment of no response, she called out again. “Spike! Where are you?” She trotted to towards the stairs, kicking up a cloud of paper.

By chance, a parchment fluttered down, landing right over her nose. It happened to be a claw-written note by the dragon in question. Neat quill marks took up only a small portion of the page.

Little coincidences like this happened all the time in Ponyville and, indeed, in all of Equestria. Certainly there were mistakes, but for the most part, if ponies needed to meet, they found each other. If a package needed to be delivered, it reached its destination at the correct moment. If a town needed to be saved for horribly ravenous little creatures, then it would be at exactly the right time. Twilight payed it little mind, and began to read:

'Dear Twilight,

Rarity asked me to help her find more gems for something she's working on. I had to help her out!'

“I bet...” The mare smirked at the thought. Rarity was still Spike's object of affection. Twilight sometimes wondered if she as stringing the baby dragon along too far. It wasn't really fair of her to use him as a source of manual labor.

'Anyway, don't worry, we'll be on the look out for any more diamond dogs. I'll see you later!


She stared at the parchment. It was frustrating but understandable for Spike to be out and about. It was hard, but the baby dragon was growing, and needed to be on his own a little bit more often. Without that, he would have difficulty growing into a teen and later an adult, mentally anyway. Despite this, Twilight felt it difficult to consider her little brother, whom she had watched over most of her life, growing independent.

Her reminiscing was interrupted by a rapid knock on the door. This in itself was strange, since most ponies would simply enter the library if they needed to speak with her. It was a public place, after all.

The knock came again, more urgent this time.

“Coming, coming.” Twilight called to the door, walking closer.

She pulled the entrance open, ready with a “What do you need?” in greeting, but was pulled off her train of thought at the sight of her visitor. The mare blinked as a she met the hard gaze of a royal guard, though his normal golden armor was streamlined, his helmet flatter to his head. The stallion's wings twitched slightly as she looked him over.

Twilight recognized the male as a member of the royal messenger service. While the princesses most often communicated through dragon's fire for urgent messages, or else used the normal postal service for packages, they maintained a group of dedicated pegasii, specially outfitted, to bring packages when timing was crucial. The thought prompted her to look down, where she saw a large box, nearly the size of her head, laying on the step. She looked at her visitor.

“How can I--” Twilight began, but was cut off my a sharp nod from the stallion. As was characteristic of the guards-ponies, he did not speak, but simply tapped a hoof on the box, then saluted. Before she could say anything further, Twilight was watching the other pony disappear into the sky. Headed in the direction of Canterlot, if the rather impressive contrail was any indication. The unicorn stared at the sky in puzzlement for a few moments, then pulled the parcel into her home.

The package was mostly unremarkable, but of high quality, with a royal seal marking it's point of departure. A quick application of magic saw it open, the top falling to the side with a soft thump. A tiny burst of magic, glowing a faint white, escaped as well. Twilight frowned at the little spark of a display. What she had just witnessed was a security spell placed over the box. Unless the proper pony used magic on such a spelled container, it would be unopenable by all but the greatest of force. What could be so important that the palace (though probably her mentor) would take so many precautions?

The box contained what appeared to be several cylindrical objects, wrapped tightly in packing material. These were partially obscured by a small bit of parchment laying atop them. Curious, Twilight lifted the page with her magic to get a better look.


When you receive this, please put on one of the bracelets inside the package. Read no further until you have done so!'

Twilight frowned again. Her mentor was rarely, or never, so informal in her communications. Usually, it was 'My Student, Twilight Sparkle' or something like it. To be addressed on by her first name was strange, to say the least. Further, the quill marks bore none of the grace she normally associated with the monarch. They were hurried, scratched quickly into the surface. More urgency. It didn't bode well.

She put the parchment aside and levitated a single object from the box. The wrapping was quickly shed, revealing a... the Princess had called it a bracelet, but Twilight felt it better described as a shackle. Whatever it could be called, the ornament was plain, two flat bars of metal curved into half circles, and joined at the edges by a well hidden hinge and clasp. The exterior was rough, the interior smooth, when it was worn, it would be seamless from the outside. It was strange to the unicorn, not because it looked old, but because it felt old, somehow.

Choosing to trust her teacher, and with only the slightest hint of trepidation, the mare clasped it around her right foreleg. Despite her misgivings, nothing readily apparent happened. Certainly nothing magical, anyway. It was a little immodest, but Twilight's well studied senses could detect magic at even the smallest level. The accessory clung to her upper leg, only its remarkably little weight left to remind her that it was there.

Satisfied she had attended to Celestia's concerns, the unicorn levitated the parchment again, and continued reading:

'If you are reading this, Twilight, I trust that you have followed my instructions. If not, please do so. It is of great importance.'

The mare looked a little hurt, but continued reading.

'Now that you are wearing the bracelet, please continue. I know that you are probably very curious as to why I have sent you this package, but regretfully I can not go into it now. Suffice to say, something is happening, something that I have little control over.'

Twilight blinked. This was getting worse. What could rile her teacher? What could be so great as to be outside the power of a being who could control the sun? She delved further.

'So now I must ask you, my dear student, to complete another task. There are five bracelets still in the package. You must find the other Elements of Harmony, and have them put them on. Do so as quickly as you can. When you are finished, bring them to the palace. Go quickly. Time is not on our side.'

The note was unsigned, but the unicorn barely noticed as she cast the note aside and pulled the box onto her back. This was far too urgent to second guess her teacher. Before the paper had reached the floor, she had exited, pulling the door closed only as an afterthought.

=== \¯\¯\_/\_/¯/¯/ ===

Twilight made a mad dash for the Carousel Boutique, the closest of her friends homes. Nearly halfway there, she skidded to a halt. Rarity wasn't going to be home! Spike's note had said they would be out collecting gems... They could be anywhere in the rocky hills nearby. This was not what she needed right now.

Fighting down a feeling of panic at the disruption of her half formed plan, the unicorn set her mind to a new one. Several seconds passed until a realization struck her. Of course! She needed to find Fluttershy or Rainbow Dash! They could help her cover more ground and find the others.

After a quick deliberation, she whirled around and headed for Fluttershy's cottage. The shy pegasus might take some coaxing to help with a search by flight, but she was more likely to be at home. Rainbow might be out sleeping on a cloud, and looking even further for her sort of defeated the purpose.

Fate helped Twilight out. As she was tied up in her thoughts, the unicorn nearly ran headlong into another pony while turning a corner. There was a quick 'eep' as the yellow mare leapt backwards. When the unicorn recovered herself, she found the very pony she was looking for staring at her.

“Is something the matter, Twilight? I mean, if you don't mind me asking...” Fluttershy asked with a little trepidation. The purple mare sighed internally. Fluttershy could stare down fearful creatures and be as brave as the rest of them, but still she struggled to ask her friends things without going into a whisper.

Unfortunately, Twilight didn't have time.

“Quick, put this on!” The mare shouted, pulling another shackle from the box with her magic. The packing surrounding it was completely shredded in her haste.

Fluttershy, for her part, was standing stock still, an expression of surprise on her face. She made no move to resist, even as Twilight wrapped the ornament around her fore-leg. With a satisfying click, it locked into place, and the unicorn relaxed slightly.

“I'm sorry Fluttershy, but we don't have much time.”

“I... I...” The pegasus seemed to be shaking. She almost looked on the verge of crying. “Twilight, what's going on?” Was all that came out in a tight voice.

“We need to find the others. As quickly as possible. Can you start flying and try and find Rainbow or Rarity? I'm not sure where they are.” Twilight continued.

“What... what's this about?” Fluttershy tried to voice.

“It doesn't matter! We have to find the others!” The unicorn grimaced as the pegasus flinched. “I'm sorry for shouting. But we need to find the others. Then we can all get some answers.” She finished much more softly.

The yellow mare still seemed like she was made of fine china, but looked at her with renewed focus. “O... Okay. Rainbow should be on her favorite sleeping cloud. I'll go get her, then we'll look for Rarity. Is that alright?”

Twilight smiled. “That will be fine. I'll go get Applejack. Get everypony back to the center of town, okay?”

The pegasus responded with a soft nod, and a look of determination. Then everything went awry.

Twilight first felt a cold at the edge of her magical senses. She couldn't suppress a shudder, even though the sensation wasn't real. It felt like her body was in ice water. Then a shadow grew across the town, plunging the corner the two were standing at into a murky half light.

When the unicorn looked up to ask Fluttershy if she had felt the same thing, she found her friend hovering just off the ground. Her breath caught in her throat as she saw the other mare's eyes. They were wide and fearful, almost shrunk to pin-pricks, gazing behind the unicorn. Twilight felt as though she shouldn't turn around. In fact, she shuddered again at the thought, but did so anyway.

What she saw was beyond any of her experiences or learning.

There was a gray wall on the horizon, reaching up to the heavens. They were in shadow because it had already crossed over part of the sun, which only let through a dim gloom. It's surface roiled and churned, like the thunder-clouds the weather ponies sometimes had to make. No lighting flashes marred it surface, though. Only an unsettling feeling was projected before it.

In the time it took Twilight to observe and understand this, the wall had moved forward with frightening speed. From the position of the two ponies, the sun was eclipsed, swallowed by the growing darkness. The unicorn vaguely wondered if Canterlot could still see the sun, or if it had been consumed. For that was all that she could think of. A great beast, unlike anything that still existed in Equestria, devouring it's prey.

She could make out the sound screams, things being dropped in the streets, the opening and closing of windows. None of it mattered. It was moving too fast. Nopony could escape. It was the doom, the death knell of Equestria. A sound began to fill the air. At first it seemed like a roar, dull and at the edge of hearing, but then it became a rushing sound as the thing drew closer. There was nothing she could...


The unicorn snapped out of her trance, looking around wildly, several hairs out of place. She centered on the pegasus behind her with a surprised and ashamed expression.

“I'm sorry... I don't know what came over me.” Was all she could find to say.

“Thank goodness! I just don't know what to do... Then you stopped talking...” Fluttershy still looked fearful, but there was a glint of rare determination in her wide blue eyes. It was a startling contrast.

“Oh, the animals... I hope they're okay. I'm sure they don't know what to do. I--” The pegasus started to ramble.

As embarrassed as she was at going to pieces, Twilight was thankful that Fluttershy had shaken the stupor from her. Now though, she was returning to her worried nature, and that was something they, again, didn't have time for.


The butterscotch mare jumped a little.

“Ye... Yes?”

“Take two of these, and try to find some of the others. Meet me at...” Twilight looked over her shoulder, trying to suppress a shudder while preforming some quick calculations. “...the edge of Sweet Apple Acres. I'll find AJ and Pinkie.” The unicorn scooped up two of the bracelets and dropped them into Fluttershy's hooves. “Now, get moving!”

Fluttershy looked stunned, but performed an about face in mid-air, then flew off in the opposite direction. Twilight sighed, then turned to run for the only place she hoped Pinkie could be, Sugar Cube Corner.

=== \¯\¯\_/\_/¯/¯/ ===

By the time she was nearing her destination, it was already quite clear to the mare that she would be unable to outrun the thing coming towards them. Whatever was going on, it was clear now that Celestia feared it. That was a bad sign. It also seemed that these shackles... bracelets... whatever, were intended to help. How, at this point, she couldn't even imagine.

Twilight rounded the last corner, very happy to see the familiar shop amid the growing murk. A gaggle of ponies were crowded around the door, glancing around nervously, but obviously straining to get inside. A familiar giggle made it's way to her ears through the opening.

“Hey everypony! I know it's scary out there, but it's not so bad! We'll have a big party, and everypony can get their mind off all the stuff outside! You see, my granny told me something about being scared....” Came the voice of Pinkie, who proceeded to trail off into a song. A familiar one at that.

The unicorn called out to the hyperactive earthpony, but couldn't make herself heard over the music. How did she manage to do that, anyway? Twilight continued to try and find a way through, but after another minute, gave it up. It was so tightly packed inside that there was no way she could get in, short of teleportation. And that was definitely a bad idea around big crowds.

“Twi'light! What's going on?” Came a shout from behind her.

The unicorn turned at the southern drawl, and was rewarded with the sight of Applejack racing down the street toward her.

“Applejack! I need help! We need to get inside and grab Pinkie!” Even as she shouted, the mare raced towards AJ, trying to pull another bracelet from her box.

“What the hay is that?” The farm pony questioned as she drew closer.

“No time! Just put this on!” Twilight said breathlessly.

The earthpony gasped, looking past Twilight. Despite herself, the mare looked behind her. Her eyes widened.

In the short time since she had arrived, the wall had drawn closer to them, and was continuing with frightening speed. In an instant, the ponies surrounding the Corner vanished. The swell of Pinkie's song was consumed into a growing silence. And still it advanced. Now there was no rush, no roar, only an unbearable deafness. Twilight might have shed a tear if there had been time.

Now though, in the space of a breath, the unicorn turned back to the farm pony. AJ had a mixed look of horror, confusion, and sadness on her face. She payed it no mind. The unicorn clamped the bracelet around the other mare's fore-leg, just as she felt a seeping cold draw over her flank.

Applejack could only stare, dumbfounded, in the time it took for her friend to be enveloped by the darkness. Her face went slack in the horror of the moment. Then she too was consumed.

And all was gloom. The sun and the moon and the stars were vanquished, helpless. The end of Equestria had come.

Chapter 1: Awaken

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Darkness. Everything was darkness.

Twilight felt like she was falling. Like she had been falling forever in the gloom. It was a struggle to remember how she had come to be there, and what she had been doing.

Images of ponies with whom she was familiar darted at the edges of her mind. Splotches of yellow, orange, and pink seemed to impose themselves on her. She struggled to make sense of it, even as the darkness corroded at her will, pushing her to sleep. To sleep and forget everything...

“My friends!” It was like breaching the surface of a deep pool. Twilight pulled in thankful breaths, even as she tried to find her bearings.

Her words lifted the veil that had encircled her. It was still dark, but there were now the outline of fog or clouds all around. Whatever they might have obscured was still lost to the darkness. But at least she could see, somewhat. Whatever light had been given to the unicorn shone dimly from all sides, defying a source.

Now aware, she reached out with her magic, trying to arrest her fall. To the unicorn's surprise, there was no magic, which made no sense to her. Where could she be that she might be falling endlessly?

Before she could get herself worked up about being trapped forever in such a place, there was a change. No charge of magic, which still baffled her, to be sure. Nevertheless, the mare felt herself slowing down, even as her legs dangled under her.

The fall ended softly, as Twilight felt her legs press down onto a surface. Instinctively, she pushed back and reached a comfortable stance. When she touched down, little circles formed where each of her four hooves made contact, rippling away into larger and larger rings. And still there was not a sound.

As the unicorn collected herself, there was a change in the setting around her. A stronger light came from one direction, level and off in the distance. In response, the fog peeled back, opening an eerily lined pathway towards it. Twilight's foreleg ached just by staring at it, but she didn't dare turn away, for fear that it might disappear back into the mists.

With only a touch of hesitation, she moved forward.

Under each hoofstep, more ripples expanded away, until they were hidden under the ever-present fog. As she walked, the unicorn found the surface soft, as it gave a little with each step. Accompanied by as soft splashing sound, it seemed that she was walking on water. If it was a deep pool or only a thin film, she was unsure, but either seemed like it made sense, given her surroundings. In this strange void, the simple sound of moving water took on a strangely sinister tone.

The mare's pace quickened as her confidence grew. As she came nearer to the light, it seemed almost like an opening. When she drew closer still, it was definitely a gateway of some kind, through which a clear beam of light streamed. She still didn't dare to look away, lest her only way out vanish.

Had she done so, Twilight might have noticed the definite change in her surroundings. The fog welled up to her sides, thickening as she moved closer. The darkness behind her passed into gloom as the omnipresent light dimmed so that only the illumination in front of her remained. Even the surface below her began to shift, its form solidifying, the soft sound of splashing replaced by the rhythmic tap of hoof on stone.

Twilight reached the portal and found herself unable to see past the brightness of the light to what lay beyond. It was an arch, tall and formed from what appeared to be stone of some kind. This much she gleaned, at least, before her momentum pushed her past the threshold.

When she could see again, she found herself in a more defined (and comfortably lit) place. Blinking several times to clear her eyes, she had to do so once more when she could see properly.

The place the unicorn had entered could be described by only one word, massive. She stood in a hall lined by columns so thick, they would rival the largest trees she had ever read about, the great red woods that grew around Seaddle. But taller. Oh so much taller. She could not see their tops, nor the ceiling, for that matter. The hall ran upward at a slight slope for several hundred meters, where it ended in some sort of room, spread out into directions that she could not see. Twilight could barely make out the shape of a raised platform, just cut off by the lip of the ramp.

It took a moment to realize she had not entirely accurate in her self description. Another word sprang to mind, and one she was quite familiar with. This place was ancient. She had always encountered the word in books or in concept. It was a thing she had thought she understood quite well. But here, here it was different. This was a living, breathing (after a fashion) relic of an age gone by. Ancient stones that were, on closer inspection, carved with runes. Every so often, she saw a flickering blue light grace the lines, climbing from symbol to symbol like a snake, before disappearing into the darkness above.

She was terrified, she would admit that. There was a menace in the air, the age of countless time, that shook the normally confident pony to her core. Her friends we're not here to look out for her. But there was a flicker, just a small one, of curiosity about this place. The unicorn latched hold of it and, like the mage that she was, transmuted it into something like courage.

Rallying herself, the pony set off at a soft trot, hooves making a gentle clack against the old stones. As she moved forward, she began to realize that the light she had been taken advantage of was not directly coming from anywhere. It almost seemed to be coming from somewhere along the walls, but she couldn't make out a definite source. It left the area dim, but highlighted a soft but powerful glow coming from the room further in.

Many trepid steps later, Twilight was as close as she dared to be while out in the open. The thought of entering the shadows around the columns was... Not pleasant, to say the least, but it was better than walking into an unknown room in this place. Rainbow, Applejack, and Pinkie (in her own way) might have barged in with a little more courage. It was a startling thought. In the confusion she had forgotten her friends!

The unicorn turned back toward the door, half expecting the others to appear. She was rewarded by empty air and a solid wall, which confused her even more. Hadn't there been a portal there? Twilight hung her head in shame for a moment, trying not to think about what might have befallen the others.

Her mental wandering was interrupted by a feeling of magic snapping into the air. The sensation was like a physical shock, sending a shiver down her spine till her tail twitched It felt... cold. Frigid even.

Magic had a feeling to it. It was though, something Twilight had grown to deem as being very unscientific. Something she could barely describe, and seemed incomprehensible even to the Princess herself, when she had asked about it. The feeling was something that she had felt early, when she first learned under Celestia. The Alicorn's aura when using magic was like being in the glow of the setting sun, a warm touch. Luna, as she had learned upon her return, felt cooler, more akin to a pleasant autumn night.

They could not even hold a candle to the intensity of what she felt. Even Nightmare Moon, though her magic was chill, seemed mild in comparison. Taking instinctive advantage of the magic flowing through the air, Twilight teleported without a sound into the shadows surrounding the room. Two bright, curious eyes peered out from the shadow..

Her movement brought her onto a lip that ringed the room, which she now saw formed a rough circle. A set of staircases framed the center of the place, winding down from a platform high above, halfway into the gloom. But what drew the unicorn's eye was atop the dais. From her new vantage point, she could see a small, still pool centered on the raised platform.

What was more curious to the inquisitive student though, was that she could feel the pool. A gentle ebb and flow of magic pushed at her mind, as though a magical source had subsumed the water's ability to ripple and flow. In kind, a pale white light spilled out from it, illuminating the upper portion of the room, casting deeper shadows where it met the staircases, and creating the darkness that consumed the lip on which she stood.

The soft sound of hoof-steps made themselves heard from the stairs. Twilight shrank behind her column as the sound became more distinct..By the time she had repositioned, she could make out the shape of a pony descending the stairway farthest from her. It took another minute before the figure stepped into the light near the base of the stairs. At a distance, she could discern little, for the other pony was wrapped in what looked to be a dress made from whole black cloth, long enough that it trailed behind, conforming to the contour of the stairs. It's head was held low, letting the long black strands of a mane spill out from under a heavy hood.

The unknown figure nearly shuffled across the platform, showing no care for anything in the room. An instant before they tumbled into the pool, it stopped dead at the edge. Twilight was almost startled when another pulse of magic pushed through the room, from the pool or not, she couldn't tell.

As she cleared her head, the unicorn could see something like a staff, though deeply ornate, ballooning at the bottom into a flat paddle, outlined with the familiar glow of magic. She watched it rise slowly from an unseen compartment in the engraved floor, before it hovered into the air, softly dipping to touch the surface of the water. It made no ripples that she could see, but certainly ones that she could feel. Tiny pulses of magic raced past Twilight, causing her to flinch each time.

The staff began to stir the water, finally breaking the stillness of the surface, sending it into long, clockwise rotations. The mysterious pony continued until the pool, previously so pure, began to cloud over with a thick gray, almost seeming to rise from the surface.

Twilight stood mesmerized. What she was witnessing was an arcane process that surpassed her knowledge. Despite her situation, she couldn't help but be intrigued. Unconsciously, she moved slightly closer, straining to get a better look at what was happening.

The ritual continued, building speed with each rotation, occasionally stopping to pull the staff from one side of the pool to the other. Each time, a gray fog billowed up from the surface, falling back into the pool just as quickly. Wide-eyed, the unicorn tracked it each time, vaguely aware that she was forgetting to blink.

The magic in the room reach a crescendo of power in the frenzy of movement that the ritual had become. In what seemed like a long pause, the mage (for this is what Twilight knew they must be) reared back, as though physically pulling the staff across the pool. The unicorn knew that this had to be the final step.
The sudden movement let the hood fall backward, allowing long black hair to spill into the open air. What instantly captivated the unicorn however, was what was on the figure's pale white forehead. Or rather, what she could not see! Clearly outlined against the light, the silhouette was completely smooth, not even the hint of a horn!

To say Twilight was shocked would be an understatement and, perhaps, foolish to anyone who knew much about the unicorn. The simple sight she beheld flew in the face of her training, of all magical theory in general! An earth-pony (or pegasus, a small part of Twilight's brain nagged at her) preforming magic? It just... couldn't happen.

All this realization happened in the span of a moment. She couldn't stifle a quick gasp at the implications of what she was witnessing. Well, not even start of what this could mean. Since obviously there we a multitude of ideas that stretched out from here. Could it...? No, too complex. How about...? Nope, same thing. Maybe...

The unicorn's mind raced at a mile a minute.

"Who is there?" Came a soft, but firm voice. It echoed through the chamber, less a question and more of a command.

Things had quieted, the magic stilled. Twilight blinked and cringed, only now realizing her mistake. She shifted quickly back deeper into shadow. Perhaps too quickly. A loud clang sounded as she knocked over something unseen in the darkness with her back hoof.

The unicorn stood stock still, hardly daring to breathe as the sound bounced around the chamber and died. She could almost feel eyes watching her as she tried not to move an inch. Perhaps whoever this pony was would retreat rather than investigate? Unlikely, but better than... Twilight's internal monologue was interrupted by a flash of pure white light.

With a yelp, the pony shut her eyes and scooted backward once again, tripping and falling to the floor. She was vaguely aware of several rough objects pressing against her side, even as she sneezed against a cloud of dust that had kicked up from her movement. After a moment, she chanced to open her eyes again. The room was now well lit, light reaching even the edges where she was.

A glint of metal caught her eye, causing her to examine what she was laying on. The recognizable form of armor plates was immediately apparent (she had seen enough of the castle guard as a student), though it was of unfamiliar design and age. More troubling were the other implements scattered around her. Things that looked like bladed horseshoes, elegant circlets, and other things that she could not even describe the form or function of.

Investigating further, and utterly forgetting the other presence in the room, Twilight saw something dingy and white teeter at the edge of her vision. Turning to it, she was greeted by the absent grin of a skull, lolling out of a hood of armor. Her eyes widened as she took in other bones that were scattered by her fall.

With a shriek, The unicorn shot to her hooves.

"Ew! Ew! Ew!" She screamed, dancing in place to knock off bits of clinging dust and bone.

A familiar pressure enveloped her, and before she could do anything else, it squeezed her out of existence. The unicorn reappeared atop the dais, disoriented. 'Teleportation from that distance?' Her mind asked. 'Just what are we dealing with here?'

As her eyes refocused, she found herself facing the mysterious pony's back, still shrouded in it's long black dress.

"Curious." The voice came again. Now that it was closer, Twilight found it distinctly feminine.

"Your magic flickers at the edge of sight. Though I do not know how even one so adept could stay hidden from me."

There was a pressure of magic that cast around Twilight, centering first on her forehead long enough that it became uncomfortable. After a few moments more, the feeling started to roam, targeting her heart, her Cutie Mark, then inching its way down one of her forelegs. As abruptly as it started, the feeling stopped.

"I see. It would seem some are not as ignorant of the times of old as I might have thought."

Twilight blinked. What could she mean?

"But do they know just what they have used in this one's defense?" She continued musing, seeming to have forgotten the unicorn's existence.

Twilight grew both frustrated and curious at being relocated then ignored.

"What are you talking about? I have a name, you know: Twi..."

"Twilight. Yes, I am aware." The other pony cut her off. "As to what I speak of..."

Twilight, struck dumb by the pronunciation of her name, hissed slightly as a burning feeling enveloped her foreleg. As it passed, she looked with surprise at the shackle, since forgotten in her predicament, that now bore runes. They glowed an angry red, before sinking back into the gray of the metal.

Silence reigned for several moments. Twilight, for her part, was staring at some unknown magical artifact. Now acutely aware that it was fastened to her leg. The other pony seemed indifferent, content to allow her the realization.

Then, the unicorn was attempting to use magic to pull the shackle off. Unsuccessfully, though that did not prevent her from trying again with more force. As she struggled, her focus was on the unknown pony.

"What did you do? What is this? How can you use magic? How did you..."

Without any forewarning, her companion turned. Twilight would have taken this in stride, she was interrupted often enough by her close friends. No, what stopped her was what this pony looked like, given that her eyes (or rather, where her eyes should be) were covered over with wax. It was unsettling in how... unclean it was, as though candles had been allowed to drip down over her face, forming an imprinted seal. Trails spilled down from the pools that were her eyes, giving the facade of eternal tears.

Twilight's reaction was instantaneous. She recoiled in horror, emitting a sound that started as a squeak and stretched out beyond pony hearing. What could...? The... How could...? Each half formed thought sent her the tiniest step back. Enough questions brought her to the edge of the dais. Her hoof finally slipped into thin air.

In the moments before she even realized she was falling, Twilight was consumed once again by the feeling of magic. This time, however, it was much gentler. Still with a frigid edge, but rather more like the nip of a cold day than ice.

"I am the Maiden that keeps this place. But I suppose you would want to ask how I know your name, Miss Sparkle?"

Twilight nodded dumbly as she felt herself being placed back on the dais.

"I simply took it from your mind. It was very close to the surface."

"But how did you do that? I felt it... something pushing at my mind. But magic's not... It can't do that!"

"Did you now?" The other mare looked thoughtful. Or at least so Twilight assumed. It was still unsettling to look at her face. "I begin to see how you came to reach this place." She trailed off.

Before the unicorn could inquire, she was cut off.

"I will tell you, Twilight..." She flinched at the cold use of her name. "...magic can do far more than you might care to believe."

"But Celestia...!"

"Ah, Celestia. She is near to your mind as well. An Alicorn? That is surprising, I will admit. But tell me, how old is she?"

Twilight blinked in puzzlement. She had thought about the question before, after the incident with Nightmare Moon. She was more than a thousand years old, of course, but her later research had pointed to an existence throughout the history of Pony-kind. It was easy to assume that she had always been.

"Whatever you believe, the truth remains that this Celestia is not old enough to comprehend what I speak about."

Twilight's eyes widened. Just what was she suggesting? The other pony continued without noticing.

"What you see around you is almost all that remains of an empire that stood for ten thousand years. It was once called 'Equis'. A place where magic was under the control of everypony. Magic was, is, far more powerful than you may know."

Twilight, now looking around with a new awe, missed the wistful look that slide over the Maiden's face. She refocused only during her last words.

"How could non-unicorns do that? Manipulate magic, I mean. It goes against everything I've learned... The bodies of Earth-ponies and Pegasii are structurally incapable of grasping hold of magic. It requires both the physical means to manipulate the force, in short a horn, and the will or training to see it become what you want." Twilight slipped into a lecturing voice, blushing slightly and shying back when she realized she had done so.

The en-clothed mare merely smiled.

"I could tell you very little about why it works. I have lived for so long, I scarcely remember when and how I learned." She turned thoughtful. "But perhaps I could at least show you what it looked like. Then we may discuss why you are here."

Twilight's excitement at discovery was doused by the remembrance of her friends and how she had come to be here. Meanwhile, the mare had turned back to her pool, levitating the staff to stir it once more. After a moment and a small wave of power, the surface thickened into an image. She motioned for her guest to stand beside her.

The unicorn approached with caution, but was captivated by the image presented to her.

She saw the familiar masonry and architecture of a castle. It reminded her of the older districts of Canterlot, though quite obviously it was not. Bright sunlight flooded the street she beheld, a flow of ponies of every sort traipsing the street, Two things stood out to her. For one, the dress reminded her of the plays that accompanied Hearth's Warming Eve. The distinction between those in fine dress (which reminded Twilight of Rarity's fashion sense, something that would have undoubtedly pleased the fashionista. Or horrify her at how out of date her fashion was, come to think of it. She wasn't sure which. Twilight resolved not to mention it when she saw her again.) and those that were much dirtier, in rags or going about in nothing at all. Unlike she was used to however, it seemed to be a demeaning characteristic. The noble ponies could be seen to sneer in the direction of their unclothed kin. Foals played unclothed in the street, while pegasii flew overhead, pushing clouds, carrying packages, or just enjoying an afternoon flight.

Second, and perhaps more subtly, everypony seemed to be using magic in some form. She witnessed the foals: unicorn, pegasus, and earth-pony alike; tossing a ball around, the many colors of magic visibly showing that they were all manipulating it. She noticed a pegasus overhead lose her grip on the package she was holding. She flinched. It was clear the package would fall on a pony below, and she had first hoof experience with how much that could hurt.

She opened her eyes to see the box caught in midair, a look of concentration clear on the pale blue pegasus' face. Twilight watched in amazement as the package hovered slowly into the stallion's awaiting hooves. With a smile, he secured it again, before continuing on his way.

Even as she contemplated the implications of it all, the glint of soft gold attracted her eye. A guard pony was pulling a chariot, bedecked in golden armor that she was almost familiar with. Beside him stood a a unicorn mare, in most unfamiliar dress. A much lighter looking version of the same golden armor protected her chest, sides and flank, while instead of a helmet, a strange circlet passed above her ears and forehead. Strangely, an elaborate silver filigree wound around her horn, clearly glowing as she used her magic to lift the cover from the chariot.

That action obliterated all other thoughts in the young unicorn's mind. What she saw was unbelievable. A pair of ponies, larger than normal, siting as though each having a horn and wings was the most common thing in the world. Twilight felt her mouth hanging open. Stallion and Mare. More Alicorns. It shook her to the core. The two laughed, and signaled their two attendants. They both smiled, and continued on with their duty of pulling the chariot.

She was still recovering her voice when the Maiden spoke. The image dissolved in unison.

"So you see, there was once a time when such things were common-place. Even your 'Alicorns' were a race of the world, though a powerful one!"

"But...What... What happened to all of this? How could this just... vanish?"

"It was an event that I imagine you are familiar with. A great darkness consumed the land. I have surmised that magic was weakened, on the whole, in order to drive it back."

"So that blackness I experienced, it was the same thing? But we don't have that kind of magic anymore! What are we supposed to do?" She started to panic, trying to weigh the options, to find a solution.

"Twilight!" The Mare spoke in a commanding voice, snapping the unicorn back to attention.

"You have not let me go on." She said, more softly. "This magic, it is something everypony had. It is an expression of their 'life spark', an energy that belongs to all living things. And so, it yet exists, but is now best expressed within only a few. With your arrival the others I have seen now make sense."

Twilight snapped to attention. "Others? What others?"

"They did not find their way here. Instead, they we're intercepted by dangerous creatures, known in my age as 'Nightmares'. Beings that wish to influence the Spark of a pony, hopefully a powerful one, and use them to interact with our world."

There was a pause, during which the unicorn furrowed her brow in puzzled thought. Her eyes darted back and forth, as though she were reading some unseen text. Answers slowly pulled themselves from her mind.

"Powerful pony... Magic... Alicorns... will aid her... Nightmares..." She began to muse, slowly accelerating as the memories gathered. The Mare in Black was stoic, waiting for her to come to grips with her thoughts.

"Nightmare Moon!" She suddenly exclaimed. The other mare rocked back just slightly, not that Twilight noticed, given her preoccupation.

"Who?" Her companion questioned.

"Nightmare Moon! She was a creature created when Princess Luna-- She's another Alicorn by the way-- was possessed by.... well, something. We-- or maybe just me, since I was really the only one researching it-- never figured out what it was exactly. Lack of evidence, you see, and there were so many other interesting projects fighting for my attention, there's never really enough time in the day..."

"Is there a point to this lesson?" The Mare said in a flat tone.

"Oh! Yes, of course! I believe that this something was one of the Nightmares that you talked about. I think that whatever this darkness is it corresponds. Nightmare Moon's goal was to cover Equestria in an eternal darkness. Perhaps she was a precursor to what has happened now?"

"If what you speak is true, then many things fall into place. I believe the seal that held the Nightmares at bay for these many years weakened, allowing one to slip through into the world. When did this happen?" She turned the full force of her empty gaze on Twilight.

It had little effect, for now she was lost in untangling a puzzle. The unicorn rested a hoof under her chin as she thought.

"We only defeated her two years ago... but I suppose she was first banished over a thousand years before that. So it stands to reason that this Nightmare first appeared sometime then."

"You defeated her? How did you accomplish that?" The black clad mare asked, turning back to her pool.

"By using the power of the Elements of Harmo... That's it!" Twilight suddenly exclaimed. "We had the the Elements of Harmony! You said that the force that defeated the Nightmares in your age still exists in a few ponies now. That fits in with myself and my friends. When we used the Elements, they –even the non-unicorns-- were able to use a kind of magic. And Celestia used them the same way, the first time." Despite her discovery, her expression fell. "But what can we do? Even she couldn't prevent this a thousand years ago, and that was against one Nightmare!"

She fell quiet in contemplation, gazing at the wall past the pool. It took a long moment before the ancient mage responded to her question with one of her own.

“You hold Celestia in high regard, do you not? Wiser, more powerful, than anypony else?”

"Yes, of course." Twilight nodded absently, continuing to look sullen.

"Tell me then, why would she save you from danger, rather than herself? What does that tell you?"

The unicorn's face contorted into an expression of confusion, but she made no move to answer.

"The truth is clear. She believed you could accomplish what was outside her power. Not alone, perhaps, but she put her last best hope in you." Twilight felt a swell of pride. Could Celestia really hold her in such high regard? "But you failed." The Mare continued on, no malice in her voice, only fact.

The unicorn flinched as though a bucket of cold water had been thrown over her. It was true, she had not completed the task assigned to her, despite her best efforts. Had her lack of success doomed all of Equestria?

"And yet, there still may be a way to make things right again."

Twilight's head shot up. A way to fix it, even now? She moved to her companion's side, careful to avoid looking her in the eyes.

"What can I do? How can we fix this?" She queried.

Before her eyes, the surface of the pool roiled, and the black clad pony spoke through the din.

"I have seen those that you call friends. We may look upon some of them from here, but I must warn you, you may not like what you see."

The pool calmed, a vapor rising from it's surface. Slowly, the water muddied into an image.

Twilight was at first confused. What she saw reminded her of the local bakery, Suger Cube Corner. However, the longer she looked, the more it became apparent that something was... wrong. It looked much larger than she remembered, the walls standing at odd angles, both in disrepair and mathematically impossible ways. The scene shifted and a massive hall came into view, ovens the size of houses throwing flame into the air. Scores of what looked to be ginger bread in the form ponies tended to vats of cooking materials. Chipped and cracked, with glinting rock-candy eyes and strings of candy for hair, each was decorated uniquely, but never to make them less disturbing. Others charred or caught on fire tending to the blazing furnaces, while their kin marched out of the ovens above.

Despite her desire to look away, Twilight found she could not. There was only one pony from which such a place could be conjured, warped though it was.

Surely enough, the image cleared once again. When it returned, it showed a long wooden table, stuffed full of treats, some... more tasty than others. Beside platters of glistening cupcakes sat rotten tarts, festering with mold. The sight very nearly turn the mare's stomach. Seated on stools around the table were a plethora of odd objects, sacks of flour, piles of rocks, buckets of turnips, all dressed somehow in the drapery of finery. Top hats and monocles perched atop the debris, in a strange attempt to give them life, or so it seemed.

But what broke Twilight's heart was to see a figure at the head of the table. Her fur was far from the brilliant hue that the unicorn knew, settling into a dirty pink. Her mane, normally poofy, like energetic cotton candy, hung in straight strands. What scared her most though, was the manic gleam in her eyes, as she looked over the assembly she had created. Though she could hear nothing through the portal of the pool, it was clear as Pinkie's mouth moved that she was addressing her "friends" at the table. The earth pony finished speaking and dove headfirst into a pile of cupcakes. The lavender mare looking on began to retch as she saw the advanced state of decay and mold that lay beyond their pristine surface.

The Mare in Black stood by as Twilight gagged, impassive, but slowly nodded at the pool. The image swirled out of focus, it's last display that of a grinning Pinkie Pie, teeth full of rot, staring at something unseen. It was further unsettling.

"And so you see the consequence of a Nightmare. As it draws off of an unprotected pony, it brings their fears to life, gives them strength, warps them." The Mare stated.

"H... How do I help her? What do I...? Wha... What can I do?" Twilight responded, coughing as she composed herself once more.

The Mare turned her gaze on the unicorn once again.

"You must drive out the Nightmare. It will be difficult, but there is a spell that will pull it from her. I will teach it to you, though your friend will suffer, for you will need to weaken her, physically, before attacking the creature. Are you prepared to fight your friend?"

"I... I don't know."

There was a flicker of disdain at the corner of the Mare's mouth. It cleared almost as fast as Twilight was aware of it.

"Then you must ask yourself: Are you willing to let her suffer as she is, so that you will not have to hurt her? Will you allow darkness to rule to spare her a pain lesser than what she suffers through at this moment?"

Twilight stood still in indecision. The pain of choice was evident on her face, in her eyes.

"I'll do it."

The Mare gave her a genuine smile. Twilight could sense that it was, but at the same time, it unsettled her more than any of the other emotions she had seen her display.

"Very well then. Now we must prepare you for what may lie ahead."

Twilight felt the chill of magic in the air, coming from the wall behind her. She recognized it as the familiar feeling of levitation. Turning, she saw a quilted mantle floating towards her. It was dyed a deep blue, with fine golden embroidery in the shapes of unknown runes and flowing plants. As it drew closer still, she could see rigidness which suggested stiff plating underneath.


"Hold still, Twilight Sparkle."

The unicorn felt herself restrained by magic. Unable to to move, unable to speak, she could only able to breathe deeply as the armor cinched itself around her, holding fast from her neck to her flank. As the weight of it settled, she found it almost familiar... Definitely more comfortable than she had expected, and yet alien in how it encircled her. She found another weight fall an her head, wrapping around her horn, Her mane lifted of its own accord to allow whatever it was to settle into place. A flux of magic coursed into her forehead, stunning the unicorn slightly. Abruptly as it began, her magical confinement ended, leaving her to stumble slightly as she became used to the new weight of her armor.

"What was that for!" She seethed at the other pony.

"I desired to save time, Twilight. I can not send you directly to your friend. I fear that you will need to fight many creatures to reach her. Much less that you must fight whatever the Nightmare gives her to defend itself from you."

Twilight deflated instantly. Her look was one of panic.

"What am I doing? I can't fight! I know nothing about it! All of those books, those spells were restricted! Celestia never let me touch them in all my time studying!" She hunkered down, covering her eyes with her hooves, tears starting to well up.

"In ages past, there were far more dangerous creatures than I presume exist in your time. That is why I chose this garb for you. Come and see."

She smiled again and reached out a hoof to Twilight, though the unicorn had not noticed her move. Taking it, she stood once more, following to the edge of the pool.

In the reflection, her apparel looked to glow slightly. She could not tell if it was the light, or some inner magic possessed by the material. She might have given it more study, definitely would have, had her attention not been stolen by something else. What captivated her so was the circlet on her forehead, twisting metal spun into a spiraling point that encapsulating her horn in vivid golden filigree. The slightest touch of her own magic to it felt like it sent a spark down her spine. It was something she had seen recently, on the unicorn in the vision of Equis.

As she gazed on in curiosity and calculation, the other pony spoke: "You do not have the strength that is enjoyed by ponies gifted of the earth. Their plate-mail would protect you, but also leave you unable to move. Undesirable." Her smile was teasing. "This cloth was used by swifter pony warriors of old. It is enchanted to give insight to the wearer when they are under attack. It will not move you out of the path of danger, but it will tell you as best the magic is able when you should escape harm. Are you familiar with shielding spells?"

It took Twilight a moment to realize she was being asked a question. The sudden shift of topic caught her off guard. She responded with an absent nod, before returning to her inspection.

"That is a boon then. The spells woven into this armor work on similar arcana. If you channel magic in that way, the the material will strengthen for a moment. If you are unable to flee or defend yourself, doing this at the moment you are struck will ward off some of the damage."

"And the circlet?"

"That diadem was made for the royal magi. They protected our city, and the knowledge of many offensive spells is stored within its patterns. As the time of your connection with it grows, they will become clear to you."

The ancient pony levitated her staff, turning away from the pool. "You will learn to defend yourself in time, with these tools. Fail to do so, and you will perish. And with you any hope for your friends and land." Her tone was without accusation or emotion, a simple statement, like she were commenting on the texture of the stone beneath their hooves.

It was a sobering thought. Twilight stopped looking at at her new accessories, and looked deep into the reflection of her own eyes. Could she do this? Was it possible? She thought of her friends, and one last tear disrupted the stillness of the water. She was the greatest of Celestia's students. This was something she had to do. Any other result was unthinkable.

She tore herself away from the pool, trotting to keep up with the other mare. Hoofsteps echoed up and down the chamber as they ascended the stairway together. After a minute of climbing in silence, Twilight broached a further question.

"How will I get to... where ever it is that I'm going?"

"Do you have an understanding of the arcane concepts that cause teleportation?" The other pony answered, without breaking stride.

"Yes, It has to do with the complex theory of moving matter without..." Twilight began, but was cut off abruptly.

"That will suffice. We will need to move you to another place without knowing how to get there. Indeed, there may not be a link that exists through your world between here and there."

Twilight slowed slightly, looking inquisitive. Noting this, the Mare stopped and looked back at her.

"That is why we need what is above. It will help us focus on your friend, and become the bridge that will take you to her." With that she fell silent again.

The remainder of their trip upward passed without conversation. After several minutes more, the two stepped off of the stairs onto an open platform. Suspended in the middle of the circular shaft, anchored to each of the columns, it was at least as large as the dais far below. The runes here were far more distinct, but seemed to twist and form new shapes as she watched them. With a wave of her staff, the Mare motioned for her to stand in a barely visible depression at the center of the room.

As she did so, the other mare turned away and swept her staff upwards. Following the motion, Twilight saw great crystals set into the columns, that began to glow as the staff pointed at them in turn. As it did so, a noticeable pressure of magic began to settle upon her. With each new gem that flickered to life, the feeling became more intense. By the time they were all lit, it was taking an effort for her to stand, her legs felt like they might buckle at any moment.

"Wait! What about the spell! To defeat the Nightmare!" She managed to grit out through a tight jaw.

"That will be part of this."

Before Twilight could react (though she would have been unable to anyway) the mare swung her staff toward her head with force. The unicorn flinched, but felt nothing. She opened her eyes in time to see it slowly tap the end of her horn. She breathed a sigh as best she could.

Then her world erupted into agony. It felt as though a spike had been wedged into her mind, directly behind her horn. A hundred thoughts flooded into her. Incantations. Balances of power. Mental commands. They formed together into a spell that rivaled the most complex she had ever attempted . And then the pain ceased, but the instructions remained. Her eyes felt heavy. It was as though she had gone the length of the Running of the Leaves three times over.

A voice called to her as she slipped into darkness. "Think upon your friend, and dream. Dream that you may find your way to her."

As she slumped to the floor, a radiance encapsulated her limp body. Twisting flows of magic poured into the floor under her, defining lines and shapes. Slowly, a large rune, made of angular lines (though they looked suspiciously like a trio of party balloons) coalesced. The unconscious mare vanished within a flare of magic.