What do you fear?

by Venficus

First published

If you found a lost, scared, and confused young colt at the edge of the Everfree, what would you do? If his existance threatened all you loved, what would you do? If he was the bringer of future calamity, what would you do? What would you do, Twi?

If you found a lost, scared and confused young colt at the edge of the Everfree Forest, What would you do?
If his existance threatened that of all you treasured, what would you do?
If he was the bringer of future calamity, what would you do?
If you could use his knowledge to prevent said calmity, at the cost of your own future, and the happiness of your friends, what would you do?
If he offered knowledge of forbidden things, what would you do?
What would you do, Twilight Sparkle?

Warning: Will contain hints of Twidash.

Chapter 1

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If you found a young colt lost, alone and scared on the edge of the Everfree Forest, what would you do?
If he was lost and confused, and looked to you for support and protection, what would you do?
If he carried a dangerous, frightening and forbidden secret, what would you do?
If his mere existence threatened your very life, what would you do?
If his being alive meant that others could die, what would you do?
If his life threatened your sanity, what would you do?
If you had to make a choice, to give up that which you prize, to gain knowledge that could save lives in the future at the cost of your own future, what would you do?
If you were forced to chose the life of one you just met, or the life of one that you could meet in the future, what would you do?
If he offered knowledge forbidden and horrific, yet beautiful and life-saving, what would you do?
If he was the future bringer of Calamity, what would you do?
What would you do, Twilight Sparkle?
What Would You Do?

"And that's the story of Slenderpony." Rainbow Dash finished with a grin, exchanging glances with a thoroughly spooked Scootaloo, the two fillies on either side of her shuddering in unison.

Sweetie Bell spoke first, looking around the dark clubhouse, her eyes lingering on each shadow slightly longer than usual. "But Slenderpony doesn't REALLY exist, right...?"

Rainbow smirked. "Let me tell you all a secret...gather around, guys...."

Scootaloo was the first to move in close, followed quickly by her two friends.

"What's the big secret?" Applebloom asked, her eyes darting to and fro as she waited for Rainbow to speak and half expecting to see Slenderpony watching from the shadows.

"I didn't make up the Slenderpony story. Twilight did at our last sleepover." Rainbow confided with a smirk. The Cutie Mark Crusaders blinked in unison.

"Twilight came up with that story?" Applebloom sounded doubtful as she looked at the older pegasus.

"What you don't believe me? Ask her yourself." Rainbow huffed in fake indignation. "The way she told it was almost enough to scare ME, the most awesome mare in Ponyville!"

"Really?" Scootaloo looked shocked. Twilight almost scared THE Rainbow Dash with a scary story? She almost couldn't wrap her head around it.

"Yep. She did this spell making her voice all hollow and echo-y. It was really creepy." Dash grinned. "If only I could get her to help Pinkie and I with our pranks..."

The four chatted for a few more minutes about the story before Dash decided it was time to sleep. The Cutie Mark Crusaders let out various sounds of disappointment, but obeyed her commands with few protests. They soon all lay around the treehouse, Rainbow opting to sleep in the clubhouse next to Scootaloo as she blew out the lantern they had been using as light while telling scary stories.

Well, as Rainbow told scary stories, that is.

Scootaloo, however, couldn't sleep. As the sounds of gentle breathing filled the treehouse, Scootaloo stayed wide awake, the sounds of the night echoing outside in the light of the full moon. She snuggled closer to Rainbow Dash, confident in the thought that as long as she was with her adopted older sister, no harm could come to her.

Just as she was beginning to drift off to sleep, a crash echoed just loud enough to bring her mind to alertness. A flash outside drew her attention to the window as she blinked. Shifting lightly, she strained her head for better angle without leaving Rainbow Dash's side.

The light grow brighter, then winked out. The darkness suddenly seemed more forboding and dangerous once th light faded, as if something horrific had been released upon the dark and sleepy world.

Then she heard it. The screams were soft, and quite a distance away. She nudged Rainbow Dash urgently. "Rainbow Dash! Rainbow, wake up!" Her voice was low, as she tried not to wake her friends. "Rainbow! Wake up, big sis!" She wasn't sure why she had referred to Rainbow as her sister aloud, but it seemed to do the trick as Rainbow stirred.

"Whazzup, Scoots..? Did the story scare you again..?" Her voice was slurred with sleep as she blinked blearily, her mind slowly waking and her senses sharpening.

"Rainbow, there' something going on! I saw a light outside and-" She was silenced as Rainbow stiffened, covering her mouth as Rainbow went from waking up to ready to fight.

"Scoots, do you hear that?" Rainbow whispered, straining to hear something.

The screams had gotten louder, and Scootaloo could almost make them out.

"Mom! Mother! Help me, he's after me! Help me, Mom! Don't let him get me!"

It was faint, but what she could hear sent shivers down her spine, as Rainbow opened the window silently, a deterimined look on her face as she climbed out. Scootaloo followed wordlessly.

Rainbow, however, was having none of it. "Scoots, get back inside; it may not be safe!" She hissed, her eyes flicking toward where the screams were coming from. Scootaloo gulped, her eyes widening in realization. The screams were coming from the Everfree Forest!
Her eyes darted over to the treeline and she let out a loud gasp, pointing with a shaking hoof.

Rainbow followed the shaking appendage, looking at the trees when she saw a figure stumble out of the forest. It was small, and clearly a pony that couldn't be much older that Scootaloo herself. The small pony was quick to get back up, looking around wildly before running in the direction of the town.

Something followed him. A timberwolf ran out of the trees after the young pony, and Rainbow Dash wasn't sure he would stay ahead of the wolf for too long as she took off.

Rainbow flapped her wings, willing herself to fly faster, her eyes glued to the running foal.


The Timberwolf was gaining on the figure as she got closer.


Another flap, her speed nearly doubling. She was going to make it; she refused to fail.


The Timberwolf was relentless, undaunted by the open landscape.

I need to go FASTER!

She could just make out the color of the pony, a black coat and red mane revealed in the moonlight.

I Am Rainbow-Bucking-Dash, and I WILL SAVE THIS PONY! Now go FASTER!

She was a blur as she slammed into the Timberwold, her front hooves impacting its sides with the force of a runaway train just moments before it had a chance to jump on the fleeing pony. There was a loud crunching sound as the wood gave way and the Timberwolf went flying to the side, impacting a tree and laying still, unlikely to move again for the immediate future.

Rainbow Dash slowed to a stop, turning to look at the pony who's life she may have just saved in the most awe-inspiring way possible, only to see it curled up in a shaking ball.

"Please don't hurt me! Please don't eat me! I don't want to diedon'twanttodiedon'twanttodie!" The voice was young and immature, and clearly that of a colt as he curled up tighter. Wings could be made out on his sides, still too immature for flight as he trembled in fear.

The sound of a scooter reached her ears as Scootaloo rode up to her. Rainbow looked at her with a gaze of chastisement. "I told you to stay at the clubhouse!"

"Don't worry Rainbow! I knew a lame old timberwolf was no match for you!" Scootaloo said with a excited and infectous grin. Rainbow fought her smile, but soon lost as she ruffled Scootaloo's mane with her hoof.

"So, who is he?" Scootaloo asked, looking at the still mumbling and shaking ball of pony.

"Beats me." Rainbow replied with a shrug. "Hey there...don't worry, you're safe now. What's your name? Where are your parents, and why were you in the Everfree Forest?"

The quivering ball, uncurled slightly, but the colt still hid his face. "N-Nightfire....I-I don't know how I got there...O-one minute I was...I-I was...." The colt began to shudder violently. "I don't know...I don't know what I was doing! I can't remember! Why can't I remember?! Mom, Mother, help me! I can't remember, he was in my head!"

Rainbow blinked as Scootaloo took a step back away from the strange colt-Nightfire, she corrected. "H-hey, it'll be alright, okay? My name is Rainbow Dash, and I'll help you find your mom in the morning. I'm sure she's worried sick about you..." Rainbow used the same reassuring voice she had used on Scootaloo when she had last been frightened. It worked then, so why not now.

She didn't expect the reaction she received, however.

The colt looked at her, his eyes wide in the moonlight, staring at Rainbow before in one fluid motion, he lunged at her, hugging her tightly.

"M-mom! He was in my head, Mom! I couldn't stop him, he was in my head and then the monster came and chased me and I ran and he was following me and I can'trememberwhycan'tIremeber!?" The colt began to sob into Rainbow's chest, his words blurring together until they could no longer be understood while Rainbow looked uncomfortable at Scootaloo.

Scootaloo, however, was looking at his flank, where a red and blue cutie mark could be seen in the bright full moon. Two feathered wings, one red and one blue in full extention, meeting at the bottom and curving up at the top until the tips met, leaving a circle in between, where a single sword lay, blade pointed up and split in half in terms of color by the wings. On the side of the blue with, the blade was red, and on the red wing, blue.

Scootaloo swallowed a small surge of jealousy that he already had his Cutie Mark, remembering that he had just been in a life or death situation.

"I've never seen that Cutie Mark before. You must not be from around here..." Scootaloo stated, causing the pegasus colt to look at her, tears still within his eyes.

Something else was in his eyes as well.


"Scootaloo...?" He half asked, half said.

The pony in question blinked. "Do I...know you?" She asked, puzzled.

Nightfire blinked, pulling away from Rainbow in confusion.

"What do you mean...? Of course you know....." He trailed off, his face switching from confusion to stark terror in an instant as he backed away, his eyes wide as he stared at something over Scootaloo's head. Rainbow and Scootaloo both turned to look as Nightfire feebly, and nearly paralysed with fear began to inch backwards. Seeing nothing, Scootaloo and Rainbow turn to look at the slowly retreating colt.

"What's wrong, Nightfire?" Rainbow asked, her head starting to hurt from confusion. He didn't answer, his eyes fixed on nothing.

Unseen to Rainbow and Scootaloo, a face started at Nightfire, it's eyes red as blood and teeth sharp as it licked it's lips. With a hollow echoing voice that sounded much like the Nightfire's own, the face smirked.

"DiD I ScARe YoU...?" the face laughed, it's body made of dark shadows as it rose to it's full height, almost as tall as some of the trees around it.

Nightfire screamed.

Then it all went black.

Chapter 2

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It was dark when the young colt opened his eyes again. Blinking, he stood up, his senses on high alert as his eyes grew used to the dark. Metal walls and long conveyor belts greeted his vision as he looked around, a cold feeling of dread welling up inside him inexplicably as he took in his surroundings. A strange smell saturated the air, mixed with oil and aging metal. It was familiar, yet not at all comforting as he took his first shaky steps in this dark place.

"Well, well, well...What have we here? A young pony, lost and alone in his own mind..." A disembodied voice echoed in the darkness as Nightfire let out a high pitched startled yelp, looking around wildly for the source of the voice.

"Who are you? Where are you? What do you want from me?!" Nightfire heard his voice crack as he backed up, his eyes searching for the origin of the voice. He nearly jumped a foot in the air when his flank bumped into something, knocking it over and sending a clatter of falling objects echoing in the silence.

"Such a scared and frightened little child, aren't you?" The voice echoed behind him and he froze, feeling something soft brushing his back. Within a second, he was on the floor, backing up as his eyes fell upon...a mop? It seemed to have fallen over when he had backed up and knocked over...whatever he had knocked over.


A loud sound filled the air as he once more searched frantically for the source. A light flickered briefly, just long enough for him to catch a true glimpse of his surroundings. It appeared to be a factory of some sort...


Another loud noise sounded through the air, and there was yet another sudden flash of harsh light, making him freeze in stark terror as he glimpsed a dark shadowy figure in the corner of his eye. It was shaped like a pony, but one made out of wispy dark shadows.


"Oh, it looks like I've been spotted." The light faded, and something brushed against his nose, making him cry out in fright, stumbling backward.

He hadn't even seen anything there.


The next loud sound was far louder than those previous, and as before, the lights came on. This time, however, they stayed on.

Nightfire screamed, clumsily getting to his feet as he truly saw the figure from before. No more was it a mere shadow, but a unicorn cloaked in shadows. He was older, a fully grown stallion with a red and white mane and tail, and a midnight black body. Shadows clung to him, billowing out like black cloth in a breeze.

Something was WRONG with this...pony, if he was truly a pony. Nightfire wasn't sure why, but this pony frightened him beyond belief. The mere sight of him made his heart pound like a drum as he slowly backed away, his breath coming in short gasps.

Blue eyes narrowed at him as he retreated, the mystery stallion taking a step forward, his lips set in a grim line as he advanced on the cowering child. "You fear me." He stated, a hint of malice in his voice.

The figure spoke the truth as Nightfire felt every fiber of his being screaming at him to flee, to run away from this horror.
This wasn't right, this....pony...he was DANGEROUS. Nightfire needed to run, needed to hide, needed to ESCAPE...!

The black unicorn seemed to read his mind as he laughed harshly. "Oh no, you can't run. Not now. The wheels are already turning, and no amount of running can save you from me.

THUD! Hiss.....

"Who....who are you, and what do you want with me?" Nightfire felt his back hit a conveyor belt, blocking his escape backwards. The unicorn laughed, suddenly flickering out of sight, leaving behind a whisp of darkness.

"Who am I? Its not polite to demand a name before giving your own, betrayer." The voice hissed from behind him.

Nightfire shot forward as fast as he could, stumbling over some inconveniently placed...shackles? He kept going, his eyes searching for an escape route.

Suddenly, the unicorn was there, standing before him a snarl of fury on his face as he glared down at the small pegasus, who abruptly turned as fast as he could, his hooves slipping momentarily on cold concrete floor as he ran though an opening in the wall.

What he saw there made him freeze in his tracks. Cages lined the walls, and in each cage was a pony made of shadows with no discernable features. Some paced their cells, and others seemed to be frantically pounding the bars. A few lay down in a corner of their cage, looking around as if expecting something to come and take them away to some horrific fate. The strangest thing was that they made no sounds at all. Nothing could be heard except the pounding and hissing of pistons.

Belatedly, Nightfire realized that he had stopped for too long as he was seized from behind and the world blurred, sharpening to reveal him shackled to a platform.

"Frightened little pony, shackled to his fate~ When Halcyfer comes a callin', he struggles with his hate~ Run little pony, for soon you'll hear the bells~ Flee little pony, from your self-made hells~ The unicorn seemed to materialized from the shadows of the room, making his way to stand before Nightfire as he softly hummed what sounded like a nursery rhyme aside from the strange lyrics.

"P-please....let me go.." Nightfire whimpered softly in fear, struggling against the shackles binding him as the Unicorn drew closer. "I-I just want to go home..."

"Home? You foal...You don't have a home. You don't deserve a home. You don't have a family, you don't have friends, and you're living on borrowed time. You WILL pay for your betrayal." The unicorn hissed, slamming his right front hoof against Nightfire's face, making him cry out in pain. "Now, I will ask you a single question for now, so listen carefully.

What is your name?"

"N-Nightfire..." Nightfire whimpered weakly, unsure of why he was being asked this.


Nightfire let out a scream of pain as the unicorn shouted and slammed his hoof into the young colt's chest with boneshattering force.

"What is your NAME?"

"M-my name is Nightfire!"

"WRONG!" The unicorn turned and bucked him in the chest with his back legs. Nightfire cried out in agony as he felt something crack, pain lancing through his chest as he struggled to breathe.


"M-My name is Nightfire...!" He managed to wheeze, before he was introduced to more pain in the form of a broken leg via another powerful kick.

"Your name isn't Nightfire, betrayer! I ask ONE MORE TIME! WHAT. IS. YOUR. NAME?!"

"My name is Nightfire! Th-That's what my parents named me, so please stop..!" Nightfire managed to choke out, pure terror in his voice as he coughed up a bit of blood.

"You've lied for the LAST TIME! YOUR. NAME. ISN'T. NIGHTFIRE!" The Unicorn seemed to have worked himself in a rage as he drew back, and suddenly, Nightfire was compelled to consider how sharp the unicorn's horn was as it was coated in inky black shadows. He didn't even hear himself scream as the tip was driven into his chest.

He was falling when he next opened his eyes. He didn't know how he knew that, only that it was true. Darkness surrounded him, suffocating and greedy. An inner glow from his body was all that kept it at bay.

He blinked, looking down at his chest.

A white glow was nestled on his chest. No, IN his chest.

A movement caught his eye and he looked to his left. Two eyes stared at him, and four tendrils of darkness shot out of the abyss, causing him to squeak in alarm, flailing wildly in an attempt to flee from them.

His attempts failed, and the shadowy cords wrapped around his legs, fixing themselves around them and solidifying into obsidian black cuffs, each inset with a blood red gem.

The front right gem flashed.

Front left glowed with inner light as he looked down at the anklet.

Back left joined its frontal copies in casting a bloody red light.

All four gems shone brightly, as he shook his hooves in panic. [This wasn't right; this can't be good! Get off, get off, get offgetoffgetoffgetoff!

A dark, familiar voice growled from the darkness. A familiar voice; one he wanted to remember, but at the same time, wanted to forget.

Pony of the Endless Battle, Know that You are Dissonant!

The gems all flashed brightly, and Nightfire knew no more.

Scootaloo sat in the clubhouse, staring at the strange colt they had rescued. The other two slumbered on as she and her idol watched him silently.

"What do you think is wrong with him, Rainbow Dash? He just screamed and passed out for no reason..." Scootaloo whispered, looking up at Rainbow. "He knew who I was, yet I've never seen him before tonight."

"I don't know, Scoots. He called me Mom, I think. I don't understand it either. Neither of us have seen him before, so how did he know who you are, and why did he call me Mom?" Rainbow Dash never considered herself good at all this egghead stuff, but she was dying to know.

"Maybe he's from the future..." Rainbow thought aloud. "Like that time with Twilight..."

"Or maybe an alternate universe. Sweetie Belle read a book about that once. It sounded kinda cool, the way one small change could change the course of history. She had some really complex theories based on a book she once read. Something about somepony called a Time Lord, I think."

"Hmmm..." Rainbow put a hoof to her chin, thinking hard.

The colt on the floor stirred, his legs twitching. "D-Dissonance...Th-Thy name is...No...nononononono....not....mustn't...I don't want to....not me...notmenotmenotmenotme...the seal...Halcyfer keep him...Halcyfer...must take...."

Rainbow moved forward and poked him lightly. "Nightfire...? Nightfire, wake up..."

The colt's eyes shot open as he leapt to his feet and backed against the wall, his eyes searching the room wildly for some unseen horror. "I-is he here? Mom, is he here?!"

Scootaloo and Rainbow shot each other a look and advanced slowly and nonthreateningly at the small pegasus, side by side and aiming to calm him before he went into hysterics. Well, worse hysterics.

"Calm down, Nightfire, it's just us. You're in the Cutie Mark Crusader's Clubhouse. You screamed and passed out at the edge of the Everfree." Rainbow said, trying to soothe him with her voice. It seemed to work as he seemed slightly less frantic, his eyes filling with tears.

"Don't worry, you're safe now, Nightfire...now quiet down, or you'll wake Sweetie Bell and Applebloom." Scootaloo whispered insistantly, looking over at the two sleeping fillies.

"O-Oh....I-I'm sorry, Scootaloo...I-I just..." The tears in his eyes finally fell as he lunged at the two, wrapping them both in a hug as he sobbed. "M-Mom, I had such a horrible nightmare! Th-the Monster was chasing me through the everfree forest...Why does it want me, Mom? I never did anything to him!"

Scootaloo squirmed in his hug, looking up at the clearly uncomfortable Rainbow Dash. The two just stood there as the colt sobbed quietly.

"D-Don't worry Nightfire...we're here..." Scootaloo said comfortingly, The two stood there, whispering soft words of comfort to the distraught colt as his sobs slowly dwindled to sniffles. Five minutes later, he was silent and still.

"I think he's asleep, Scoots...can you see?" Rainbow whispered.

Scootaloo nodded, slowly slipping the colt off of her. With Rainbow's help they managed to gently lay him down on the floor without waking him.

"What are we gonna do about him, Rainbow?" Scootaloo asked after they had him settled in.

"First thing tomorrow, we'll take him to Twilight or something. She'll probably know what to do..." Rainbow replied. "For now, we should sleep. We've had a strange night."

Scootaloo nodded, agreeing whole-heartedly with the older pegasus. She snuggled up to Rainbow, eying the sleeping colt with a look up curiosity before closing her eyes and slowly drifting to sleep.

She wasn't sure what caused her to awaken, but Scootaloo awoke some time later. Looking around she noticed that though the sky outside was dark, there was a red flickering light outside. A soft whimper caught her attention, and she looked back.

Nightfire was curled up in a ball as far away from the window as he could get, trembling uncontrollably. It only took Scootaloo a moment before she realised something was wrong.

Very Wrong.

Sweetie Belle, Applebloom and her older sister were nowhere to be seen. "Nightfire, where did my friends and Rainbow Dash go?!" She demanded, her heartbeat speeding up as slight panic set in.

"S-Scootaloo....pl-please...g-get away from the window...Th-The Monster is back..." Tears filled his eyes as he curled up tighter, whimpering in fear.

Scootaloo blinked, going to the window dispite his warnings and gazing out.

Horror filled her being as she gazed out.

Fire. Fire covered everything in sight. The farm was burning, and beyond it, so was Ponyville. She heard, rather than felt herself gasp.

Something cracked at the foot of the treehouse.

She looked down, and froze.

Something stood at the base. Something tall that stood on two legs. It wore a black suit, and the two oddly long front legs ended in short, white stubby...claws..? It's face, or lack thereof, is what scared her most. If it had eyes, it would be looking straight at her.

She watched in terror as two more creatures strode out of the nearby shadows, joining the first.

Sh shrieked is she felt something pull her back into the treehouse by her tail. A frantic look back revealed a trembling, but determined Nightfire, trying to pull her as far back as he could.

She glanced back at the window and; seeing the blank pale not-a-face in the window, screamed and propelled herself back and crashed into Nightfire.

The creature outside seemed to melt through the wall, slowly drawing closer to the two frightened ponies, its claws outstretched, reaching for them.

"I-it's just a dream....S-Scootaloo...D-Don't worry....They want me...Y-you can go free..." Nightfire whimpered, a small trace of hopelessness slipping into his voice as he made his way in front of her. "Y-You can't have her! T-take me if you want, but leave her out of this!" Nightfire turned his back to the creature, his eyes tearing up as he looked at her. He raised a hoof as a single tear slipped down his face.

"Wh-What...?" Scootaloo managed before Nightfires hoof impacted the side of her face. The last thing she saw before snapping awake was Nightfire's face filled with despair, fear, and resignation.