The mare trotted through the abandoned marketplace, the salesponies all gone for the day. Booths upon booths lined the streets, many advertising some form of food, whether it be fruit or dessert. She paused at the apple stand and inhaled deeply, eyes closing. The scent of cider, sauce, and pie was still lingering, despite the owner having closed shop an hour or so before.

She continued on her way, occasionally stopping at the empty stalls to smell what delectable scents remained. A pen and notepad floated in front of her as she absentmindedly jotted down possible aromas for future reference. It was odd, in a way; though there were still several ponies meandering about in the sunset, none of them looked as determined as the one making her way home, notes in tow.

It was also odd in that the mare was, for whatever reason, writing down smells. After all, that was not her area of expertise. She had awoken early in the morning with the unusual idea to record scents, but nopony knew the precise reason why this was. Those who knew her personally could tell you that while she did act like a pony of high calibre, she had always been more concerned with aesthetics and proper demeanor.

Regardless of her motives, she had satisfied her goals for the day and was looking forward to a nice salad and a potential bath when she arrived home.

“Rarity…”

The mare stiffened, her purple curls freezing like decorative icicles. She recognized the voice, had heard it somewhere before, but she couldn’t quite place where. The images, though vague, it conjured up were not comforting in the slightest. She slowly turned her head to the left, biting her lip.

Nothing. Nopony there.

Frowning, she turned to the right, certain that the owner of the voice would be there, perhaps creepily leering at her.

Nothing. Nopony there.

Blinking hard, once, twice, she shivered as a light breeze picked up. Several leaves whirled by on the wind, their fiery colors dancing as they were swept into the setting sun towards Whitetail Woods. Rarity watched them disappear into the horizon before adjusting her scarf. She would rather not spend tomorrow with a fever and chills.

She sighed heavily and brought a hoof to her forehead. Squeezing her eyes shut, she silently counted to ten. She began to breathe more normally, and, ever so slowly, opened her eyes again. She was greeted by the stark outline of Carousel Boutique against the rich red and violet hues of the sky, its dark silhouette clearly visible in the distance. Letting out a breath she hadn’t realized she had been holding, she walked home.



Shutting the door behind her, she hummed quietly to herself as she rummaged through a drawer full of various items. Rarity was not nearly as organized as others thought she was, ignoring the lengths of cloth and sewing paraphernalia that almost always lay strewn about her shop. Though she considered herself to be “neat,” she had always shoved smaller objects in this drawer when she was in a hurry.

A smile appeared on her face as she triumphantly dislodged a set of long candles, their yellow hues perfectly identical. Fluttershy had just dropped them off this morning as a sort of early Nightmare Night gift.

Rarity shook her head. Leave it to the timid pegasus to find candles, of all things, scary. Of course, they did help to set the appropriate mood, and though she hated for her friend’s present to be used so soon, it would be terribly rude to not use them at all.

Picking the bright yellow candles up with her magic, she carefully placed them into a pair of glass candleholders, taking care not to knock them over. With a touch of magic, two feeble sparks ignited the wicks, and small blue flames sprouted from the cord. Rarity frowned and extinguished the candles. Relighting them once more, she looked on in bewilderment as the embers turned from orange to blue once more. Even more puzzling was the crimson wax running down the side of the candles, collecting into twin pools of blood at the bases..

She decided not to let herself be bothered by it. After all, food took precedent over anything. She really was quite hungry, and the scents she had been studying for the better part of a day were starting to take their toll. She quickly opened her icebox and grabbed several different vegetables: lettuce, carrots, cucumbers, and arugula. Stomach growling angrily, she devoured the plants in seemingly no time at all. She let out an unladylike belch and blushed, though she was alone in her house.

After making her way up the stairs—without feeding Opal; she didn’t know where the cat had disappeared to—Rarity brushed her teeth and fell onto her mattress with a sigh. It had been a good day, she reflected. Plenty of inspiration from the marketplace’s delectable smells, even if she couldn’t quite remember where she had gotten the idea from. She closed her eyes.

She immediately opened them, remembering that the candles were still burning. In a panic, she rushed downstairs and made a beeline for the table. No traces of the candles themselves were left, save for a pair of small yellow nubs and two smoldering cups of crimson. Rarity sighed in relief, glad that the candles no longer posed a potential threat to her or her house. She turned to go back to her room.

“Rarity…”

Wheeling around, she blasted her front door with a rather potent concussive spell. It blew open into the now-black night, shattering the top hinge completely. The jingling bells were launched into the street, and a thin line of smoke curled up from the door.

The mare stood without moving, her mouth open in disbelief, for two reasons. The first was that she had managed to pull off a higher level self-defense spell. She made a mental to note to apologize to Twilight about how wrong she was; offensive spells did actually have practical purposes in real life.

The second reason why Rarity was still had to do with who was at her front door. Or, more specifically, the complete lack of anypony at her front door.

A strong breeze swept through the household, slamming the door shut. Rarity gasped and jumped back. As she calmed down, she noticed that her kitchen was spinning. Ordinarily, she would have chalked it up to her exceedingly long day, but she felt more awake than ever. Nevertheless, the floor now appeared to be above her and was rotating towards its original location.

Stumbling, Rarity managed to get one hoof on the table. The remains of the candles caught her attention, and she was entranced by the blue flames. It was odd, really; she couldn’t remember the last time her fire was blue. And the blue was so engrossing. They looked so much like eyes…

Spinning and gasping for breath, the mare watched as her surroundings slowly faded to black.



Rarity took in her surroundings. Most of it was white, though little pinpricks of darkness eventually made themselves known. There was the Carousel Boutique in front of her and the library to the left. The marketplace was above and slightly behind her, and the Everfree forest loomed like it always did in the distance.

She attempted a step forward, only to tumble head over hooves. She grabbed onto a nearby bench, which was making its slow course towards the library. It was obvious to Rarity that she was either dreaming or hallucinating, though she could not tell which, at the moment.

As the bench came to rest outside the library, Rarity hesitantly let go of her support. Once satisfied that she was not going to drift off into the unknown, she clambered up the steps and pushed open the door of the library.

She was expecting to see Twilight, or a reasonable facsimile of her. Perhaps even Spike, mumbling and blushing as he invited her in. What she was not expecting was a large winged pony, its back turned to her, sitting in a chair in the middle of the library. In fact, the pony and the chair were the only two things in the library. Everything else was simply… not there.

“So,” said a voice suddenly. Rarity flinched, her gaze drawn towards the pony in the center of the room. “So,” it repeated, a little louder than the last. “You have come here to see… what?”

Rarity didn’t know how to respond to the question. It was the same cool voice of a mare, the one she still couldn’t place. Before she could utter a word of excuse, the voice continued. “This is neither the place nor the mindset that I wish to be at.” The pony turned, but Rarity could only make out a deep indigo haze where the body of the speaker should have been. Its eyes were quite clear.

“Meet me in the Everfree,” said the owner of the voice, her blue eyes burning into Rarity’s. “You will know where.”

Rarity felt the sensation of falling, and her mindscape became dark around her.

---

She threw a full canteen into her saddlebags, and tugging on the straps, exited the boutique. There was no time to question whether she had imagined the entire sequence or to accessorize for her midnight excursion.

Rarity shivered. Tomorrow—today, technically, she supposed—was Nightmare Night. How interesting that this whole ordeal should happen the night before. She chuckled, despite herself. This was not something she particularly wanted to be doing at the moment. She briefly entertained the thought of turning around and going back to sleep.

No, she thought. The voice had sounded both amused and frustrated, and Rarity wanted to know why. She would get to the bottom of this, even if it was the last thing she did. She trudged on.

The Everfree Forest, as she knew very well, was not the friendliest place, even in the day. And yet the voice didn’t sound particularly evil. It almost sounded… scared, like it was lost or abandoned. Perhaps it was a call for assistance, a plea, even.

Before she knew it, she was standing at the edge of the dark forest. Casting one last glance of longing at the town behind her, Rarity steeled herself and entered the woods.



Crunch. Crunch. Crunch. Thunk.

Rarity stumbled over yet another gnarled root, silently cursing at the wicked vegetation in the forest. Thankfully, she had not run into many other difficulties in her trek, though she had only been walking for a short while. The silhouette of what appeared to be a harpy had caught her eye at one point, but it either ignored her or simply didn’t notice her.

The mare rounded a corner, carefully stepping over a large patch of briars. It just didn’t make sense, she thought. It was too convenient for this to fall on the eve of Nightmare Night to be a coincidence. The wind, the door, the haze… And that voice of the pony was so familiar…

With a startled gasp, Rarity caught herself from falling down a large pit in the center of the path. She looked around for a sign, any sign, that this was where she was supposed to be. Nothing clarified. She looked up at the moon. It was a waning gibbous, if she recalled her astronomy classes correctly. A fairly significant sliver was missing from its left side, and the Mare in the Moon was looking as fine as—

Wait.

Rarity rubbed her eyes and stared hard at the lunar surface. Nothing of interest presented itself. She stifled a yawn and wondered whether this was simply another trick of the light. She was far too exhausted for this, really, and considered going home again.

A brilliant blue light blinded the unicorn momentarily, her hoof coming up involuntarily and shielding her eyes. The source died down, and Rarity was able to look at it directly. The color was mesmerizing, and as she watched, it formed an inverted triangle.

She gulped. Down, then.



What was meant to be a hesitant step into the hole turned out to be falling down, due to one last root on its edge. Rarity tumbled over herself, practically rolling up and down the long, snaking tunnel. At last, she bounced once, twice, and a third time before coming to a stop at the edge of a pool. Groaning, she picked herself up and brushed the dust off of her coat. It was going to take weeks to clean all of the dirt out of her coat. Wincing slightly, she gave a cursory glance of her current location. There appeared to be a natural luminescence to this place; flowers and bushes and the pool were all clearly visible here.

A dark object on the other side of the pool shifted slightly. Rarity’s breath caught in her throat. She could hear the clanking metal as the object—apparently another pony—stood up, cracking its neck several times. The unicorn frowned and braced herself for anything.

“Hello, my little pony.” It was the voice again, but if Rarity could just see the speaker’s face…

Nightmare Moon’s full visage became very much present in Rarity’s line of vision. The Nightmare cracked a knowing grin and laughed heartily as Rarity recoiled in shock. The whiteness of her teeth was very apparent, and the unicorn couldn’t help but be drawn to it.

“Oh, expecting somepony else, where you?” questioned the alicorn. Rarity hesitated before shaking her head slowly. All of the pieces were finally coming together. Nightmare Moon smiled again, this time with just her lips.

“Well done, then. I admit, I was worried that you would not heed my summons, but it seems as though I have nothing to worry about.”

Don’t panic don’t panic

“And yet you are confused. I can read it in your eyes. You wish to know how I am here.” It was not a question. Rarity nodded, her eyes frantically looking for something, anything, to use as a means of protection. The Nightmare would surely see Rarity’s horn flare before her magic would actually work.

“I’m afraid I cannot tell you that. However! There are more important things to discuss; namely, you and your future.” Nightmare Moon paused here, allowing herself to gather her thoughts. “I have always admired you, as odd as that may sound. You are the Element of Generosity. I? I am
but a Nightmare.”

A rock a stick anything at all

“You see, you and your friends are closely bonded to each other because of the Elements. I am somewhat envious of you because of it, and I would give my life to be a part of your group. But, alas, I cannot be, as I am held back by the very nature of myself: a spirit of sorts, and nothing more. What I would give for another mortal body!

“Luna was my friend, but she was driven out of hate and anger, not love or happiness. You seem surprised,” continued the alicorn, “that I am not possessing Celestia or Luna at the moment.” She smirked. “Perhaps I will eventually take over one of the princesses, but for now, I am content with you.”

The Nightmare discorporated and surged towards Rarity, who was very much caught off guard. She let loose a primal scream as another soul battled hers for the possession of her body.

No no no no nononononono! No no no!

Horn flaring, Rarity struggled to remain in control of herself. The Nightmare gained possession of her front hooves and threw them into Rarity’s face. One punch cracked her jaw, and Rarity spit blood out of the side of her mouth.

At last, Rarity managed to eject the Nightmare from her body, and both ponies skidded backwards, panting for breath. Rarity was the first to recover, and she quickly created an arcane shield around Nightmare Moon, effectively trapping her in a sphere of energy. The alicorn gave Rarity a fierce glare.

“And who… are you,” the Nightmare said, “that I must bow so low?” She paused, attempting to catch her breath. “Only a pony… of a different strain. That’s all the truth I know.” The Nightmare grimaced and discorporated again. The shield held, but it was obvious that it was undergoing significant stress from the alicorn.

Sweating, Rarity managed to hold the shield for another minute before it collapsed, and she slumped forward onto the floor. The Nightmare took advantage of this situation and entered Rarity, gaining control with hardly any resistance.

The mare opened her eyes and got on her hooves again. The voice laughed in triumph.

You see? Your pathetic shield only made you weaker.

You are correct. It did make me weaker, but not in the way you think.

Rarity’s lips were pulled into a confused expression.

What is the meaning of this?

It made me weaker, but only mentally. I am as strong as ever.

She rolled her eyes.

Oh, spare me the clichés, my little pony. What could you possibly do to stop me?

Rarity regained control over herself for the briefest of moments and dove straight down into the pool. She swam as fast and as hard as she could and soon felt the bottom. She sat down and crossed her forelegs.

What? No! You can’t! We’ll both die!

I’ll do it, if it means defeating you, Nightmare.

What did you just say? The voice sounded confused.

I said I’ll do it if it defeats you, Nightmare.

The voice paused for a minute, then laughed out loud. Bubble escaped from Rarity’s lips as the world began to darken once more.

You misunderstood me, then. You were expecting Nightmare Moon. You never saw through the disguise. You never realized who gave you the candles, who you met in your mindscape, who told you to smell everything you could to mask the smell of the candles. You fool. I can be replaced; you cannot. See for yourself. Goodbye, Rarity.

Rarity was ejected from her body. Her spirit watched as her body became pockmarked and chitinous. She saw the vibrant green eyes close before she too succumbed to the darkness.