A/N: How's it going, everyone! I'm back with a brand new chapter! This one took a bit to finish, this was meant to be upload around Halloween. It's kind of ironic now that I think about it. Anyway, I'm sorry to say that I had to break this into two parts. It was taking way too long for my liking. I'll try to work on the second part. With all that said…

Disclaimer: I do not own MLP or any of its characters. I only own my OC.

Chapter 9 The Night's Festival Part 1

As the sunlight slowly dwindle away to make way for the night, inside the Carousel Boutique, I sat still as a board as Rarity begins to work on my face. I tried to hold my breath as Rarity applied the makeup on my face, causing me to flinch every now and then.

"Hold still, darling," Rarity addressed me patiently as she continued.

"Sorry," I apologized, getting some of the powder into my nose, "*achoo*"

"Bless you," she said, now moving on to refine the applied makeup, "So, are you excited for Nightmare Night?"

I place a hoof to my chin, "I get to stay up all night with all of my friends, underneath the brilliant night sky, and possibly get some candy. Hmm, yeah I'm pretty excited.

She smiled and roll her eyes at my comment as I continued, "Collecting candy is mostly a foal thing, right?"

"Yes, but regardless Pinkie always accompany them to collect candy every year," Rarity stated, "You know Pinkie Pie and her sweets."

"I see." I said, smiling a bit at the thought, "Maybe I'll get some candy another way."

'But something tells me I need to avoid her for that to happen.'

After some precise movements of the brush, Rarity stood back to further perceive her creation, a proud smile making its way to her face as she did so.

"You're looking frighteningly gruesome, if I do say so myself."

Enlightening her horn with a royal blue aura, she levitated a mirror nearby towards me, allowing me to observe my reflection. Thanks to Rarity's handiwork, my coat gave off an old, rotting feel that gave me a slight shiver; the ghastly green and red working wonders for the appeal. Adorned with a torn up red shirt(I'm surprised she even has anything like this), I wore a dirty-brown wig with hairs pointing at all directions, some clumps of hairs are missing. We even went the extra mile to dye my tail brown(to which I hope it washes off afterwords) to go along with the wig. For the finishing touch, Rarity add some black eyeshadow underneath my eyes to emphasize the undead theme.

"W-Wow, Rarity," I looked in awe at my reflection, "This looks amazing!"

"Well granted I try not to do anything too drastic that will scare the little ones too much," Rarity mentioned, "I hope that's all right with you."

"It's perfect, Rarity. Thank you for helping me last-minute!"

"It's no trouble at all," Rarity insisted, "It's the least I can do."

I was about to ask what she was going to do during Nightmare Night, when I notice the sun was going down outside the window.

"I have to go. I promised Fluttershy that I'll help stock on supplies before sundown."

I was about to reach for the door when Rarity spoke, "It may be best if you don't enter the cottage carelessly."

"Why?" I asked curiously.

"Well, you see, you can say that Nightmare Night isn't Fluttershy's favorite holiday. In fact, she terrified of even stepping out during this time of year."

"She have been more panicked and scared than usual today," I mentioned, recalling earlier this morning.

'It also explains why I'm doing this in the first place.'

"And I'm afraid if you show up like this now without any proper warning, you might get some unwanted results," Rarity pointed out.

"You might be right," I mused, "Got it. I'll try to be careful. Do you want anything while I'm at the fair?"

"It's fine, darling," she dismissed, "Just enjoy yourself!"

"All right. See you later."

I exit the boutique and into the town, buzzing with activity for the fast-approaching night. I took out a list the animals gave me as I head for the market(hopefully before it closes).

"Let's see… First on the list…"

Finished collecting the necessary supplies and safely delivered them to the cottage, the clear night sky had already set itself with its sparkling stars and glorious full moon shining gracefully, giving a calming atmosphere as I walk into the town which radiates with joy.

Reentering the town, I gazed in awe of the completely decorated Ponyville. Streams of lights were hanged up above from cottage to cottage. Decorative skulls were placed and hanged at almost every booth and lights. The booths themselves seem to be at every corner, stationed by ponies who happily hand out holiday food like pies. Near the center of town, they have build a stage where numerous of ponies were dancing to the tunes. All the while, foals and full-grown ponies alike were dressed in a large variety of costume ranging from mummies to even knights.

'Wow… there's so much to do around here,' I thought as happy little foals speed past me, no doubt collecting candy. 'I wonder what I should do first."

Before I can decide, I spot both Twilight and Spike, apparently just arriving to the festival.

'Maybe I should join them,' I thought as I briskly walk towards them.

But as I drew near, an idea sprang in my mind, a mischievous grin slowly creeps into place.

'But first, I guess a little prank wouldn't hurt.'

Coming up behind them, I prepare myself for my performance while placing my gag teeth in my mouth. Managing to roll my eyes back(surprisingly!), dragging my one of my front and back hooves, I creep forward, getting in character with each passing second.

"Braaaainnnss… Braaainnnss…" I droned mindlessly into the air, trying to catch their attention.

"Um, Twilight, do you hear somethi- Gah!"

I internally smile in pride, 'Success!'

"Oh hi, Cosmos," Twilight greeted, a bit more chipper than I'd liked.

'Oh come on!' I 'shouted' in dismay as I feel my grip on success evaporate into thin air.

I roll my eyes back and spat out my gag teeth, piercing Twilight with my annoyed gaze but seem unaffected.

"Uh yeah. I knew it was Cosmos," he clumsily covered up.

"You could have at least humored me," I said flatly.

She smiled sheepishly, "Sorry, but nice zompony costume. I'm glad you got it done on time."

"Thanks, both of your costumes are great too."

I inspect each of their costume after I got over my prank. Spike apparently is dressed as a dragon… for obvious reasons. But Twilight is dressed as some ancient magi with navy blue garments and a fake beard, emanating a sense of wisdom.

"Are you a wizard?" I asked out of sheer curiosity.

It was Twilight's turn to look annoyed, "I'm Starswirl the Bearded."

I blinked two times, the name completely going over my head, "Who?"

"He's a—" Twilight started, but only to stop and sigh in defeat, "Oh never mind."

With some slight frustration, Twilight resume walking to her destination, passing the stage without giving it a second glance.

I turn to Spike as we followed her, "Was it something I said?"

He only shrugged as he happily munch on a few pieces of candy out the pile he was holding. Where he get the pile that wasn't there two seconds ago remains a mystery to me. While pondering the mini mystery before me, I haven't realize Twilight have concluded her little rant.

"Don't you, Spike?"

"Mm-hmm!" Spike hummed happily as he continued to make work on his pile. "I love it."

Twilight unexpectedly stopped and take in her surroundings, leading Spike to bump into her and lose his grip which send the candy into a free-fall.

"Oh, we're here already!" Twilight chimed. "Should we get something to eat?"

She turned to him, only to find Spike sitting on the ground as a burp erupt from him, causing Twilight to lightly glare.

"I think somebody got their fill already," I said half-jokingly.

"Twilight! Cosmos!" beckoned Pinkie as she and the foals galloped over to us, "Look at our haul!

She presented her bag which was filled to the brim with goodies. It took me time to notice, but Pinkie seem to have dress up as a chicken.

She squealed as she continued to rave, "Can you believe it?" She proceed to eat some of the candy(I'm guessing intentionally?) like a chicken. I can even hear some realistic clucking coming from her, which frightens me a bit.

"That's great," my words felt alien as I said them awkwardly. 'Something also tells me that I won't get used to her… tendencies.'

"And then, we went to Cheerilee's house and we got a bunch of more goodies. Didn't we, Pip?"

"Sure did!" said the small colt with a chocolate-brown mane and white coat with light brown spots. He's dressed in a pirate costume with his own little bag of treats.

"And then, we got-"

And just like that, a crack of thunder boomed fiercely out of nowhere, scaring the living wit out of me.

"Gahhh!" Pinkie sprang up into the air in fright as she dash ahead, the foals following suit as they ran out of sight.

Following Twilight's gaze, laying on top of a lone cloud was a laughing Rainbow Dash dressed in a dark purple and black uniform, which help mask her face, with lightning bolt highlights near the portion of her hooves. She wore a set of yellow goggles that suit well with her costume.

"Rainbow Dash! That wasn't very nice!" exclaimed Twilight to her still cackling friend.

"Lighten up, old timer!" she joked, "This is the best night of year for pranks!"

'I know,' I thought in spite of how weak my prank was.

"Look what you did to Spike!" Twilight pointed out.

I look behind me to see Spike laying on the ground in a state of shock and on a coughing fit, probably from the candy he ate.

"He'll be fine," Rainbow brushed off then turn her attention to somewhere else, "Oh! There's somepony over there!"

With that, she flew off from the cloud and push it to a new location for her next victims. We both turn our attention back to Spike who seemly fainted at the end, his right foot twitching every so often.

"Um, Spike," I started, my voice fulled with concern, "Are you all right?"

I got a few coughs in response, my mind almost at ease. 'At least he's still alive.'

"I'm sure he'll be fine," she tried to reassure me, but two words failed to leave unnoticed, "I hope."

She levitated Spike gently onto her back as we continued down the path we were taking, hearing the faint sound of thunder in the air.

Enjoying the atmosphere as we walked, I took in the scenery of it all and took notice of something I haven't given attention to. A weird symbol that resembles a pony in the shadows seem to show up in a number of balloons and banners.

'I get it's the symbol of the holiday, but what does it mean?' I pondered to myself, then decided to ask Twilight about it.

"Um, Twilight, what does the symbol for Nightmare Night mean exactly?"

"My guess is that it represents Nightmare Moon," Twilight answered.

"Nightmare Moon?" I echoed. "Who's that?"

She began to speak, but held her tongue at a second thought, "You'll see soon enough. I don't want to spoil the fun for you."

"I see," I said, taking Twilight's word for it.

'Still…

My thoughts were interrupted by the groaning of the baby dragon waking up from his nap.

"Welcome back to the living," I joked.

He groaned some more, probably because of me.

"Are you okay, Spike?" Twilight asked him in concern.

"I-I think so," he woozily said as he got off her back.

It was in that moment when I notice Spike looking around for something.

"Where's my candy stash?"

Realization hit me as I look back from where we came, "Isn't it back…?"

I went to point back to the path we were walking, but recoiled instantly when it's not in sight.

'B-But it was right… It haven't even been that long-'

"Don't worry about it. I got it covered," Spike insisted as we kept moving.

'Got what covered?!' I look on, confused by what he means.

Deciding to participate in some festival games, we arrived at the apple bobbing section, where Applejack had volunteer to preside over.

"Howdy, boys!" Applejack greeted us, "Heya, Twilight! Nice costume."

"Thanks! I'm a dragon!" Spike proclaimed with pride.

"She means me, Spike," Twilight corrected.

Applejack toyed with the fake beard as she spoke, "With that beard, I reckon you're some sort of country music singer.

Spike and I snickered a bit, to much of Twilight's dismay. "While ya'll are here, you feel like bobbing for an apple?"

Applejack gestured to the barrels full of water and apples behind her. Two ponies were already trying their luck to get one. But emerging from the barrel was a gray Pegasus dressed in paper bags(?), who accidentally pulled the cord which drained all the water.

Just when I was about to comment on that, a thunderous applause erupt from the direction of the stage. I turn around to see a huge gathering of ponies in front of the stage with the mayor of Ponyville as the master of ceremonies. All of us curious to what's going, we arrived at the scene and mingle into the crowd

"And welcome to the Nightmare Night festival," Mayor Mare announced with enthusiasm, sending the crowd into another cheer.

"For all the little ponies who have out collecting sweets, should follow our friend Zecora to hear the legend of… Nightmare Moooon!" The mayor let out semi-evil laughter.

'You know…' I started my thought when Spike whispered to us.

"The spooky voice might work better if she wasn't dressed like that."

Both of us quietly laugh at his comment, "My thoughts exactly."

Mayor Mare gestured to the center of the stage, where in the cover of the green, sparkling mist emerged a zebra with a long mane with fake spiders intertwined in her locks. She wore a black cloak, gold rings around her neck, and golden earrings.

"Follow me and very soon, you'll hear the tale of Nightmare Moon," She rhymed, lightning striking at that precise moment at made me jump a little. I look up at the sky only to find Rainbow Dash nearby with the same cloud.

'At least she has good timing…' I thought as I dully glared at the mare.

My eyes dart at every corner of the forsaken forest, searching for anything that will lunge out at a given notice. My skin began to crawl at the unnatural darkness surrounding us, the air thick with ill-intent. I felt like I was being watched from beyond the shadows, as if somepony or something lurks nearby, waiting for the right moment to sink its fangs into-

'Okay okay, I get the picture! Please stop describing it!' I pleaded in my mind, feeling like I'm losing it already.

I tried taking deep breathes and rationally size my situation, 'Okay, you're in what's possibly the most dangerous forest in Equestria, in the middle of the night where all the monsters are mostly active, and also where you were found unconscious, bleeding to death.

I found myself shaking already at the thought of everything, 'Pros! Remember the pros. We have a guide, I'm with plenty of ponies(albeit most of them are foals), and there doesn't seem to be any activity yet. So I am okay. Yeah, everything's going to be just-'

I instantly leap into the air and yelp pathetically at the slight touch on my shoulder.

"W-What?! What happened?!" I looked frantically around for any danger. My eyes fell on Twilight, who was staring at me with utmost concern.

"I was asking if you're excited for the story," Twilight explain with a sense of uncertainty, "You're acting like you already heard it."

"O-Oh! Sorry, Twilight," I smiled bashfully, "It's this forest. It's… really getting to me."

"Oh… That's right," Twilight understood, a look of sympathy on her face, "Just remember you have us here with you. Right, Spike?"

"Of course!" Spike chipped in.

"I appreciate it. Thanks, guys." 'I don't want anypony else getting hurt here.'

Almost all at once, a sudden gust of wind pass by, along with a rippling pulse surging through every cell of my being, halting me in place through it all. Albeit quick, I can still feel a lingering sensation in my mind, as if it's alerting me to something.

'What is this feeling? It feels like I'm being crushed by some unfathomed force.'

I looked around cautiously once more for any sign of something strange, but found nothing.

'I still can't grasp what I can normally sense before, but I can still tell that this is different from before.'

"Hey, Cosmos!"

My body snapped back into commission as I heard Spike beckoning me.

"Hurry! Zecora's already starting!"

"Coming!" I exclaimed as I galloped to catch up with the others.

When I arrived at the clearing where the supposed statue is said to be, I was greet by a strange, sparkling green dust-cloud that seem to be everywhere. A frightening image of a face with a toothy grin full of pointed teeth made itself known within the cloud, a few foals squealed in fear as they ran at a random direction, Pipsqueak, in particular, blindly bumped into the statue resembling Nightmare Moon.

"But Nightmare Moon wants just one thing," Zecora recite as Pipsqueak back away from the statue, unaware of a certain chicken with her head in the ground, "To gobble up ponies in one swift swing!"

With the slightest bump, both ponies instinctively ran sprang into air and running and screaming out of fear.

In that moment, Zecora produce more of the magical dust, ready to reenact the tale.

"Hungrily she soars the skies-" The dust cloud swoops down from the air and hovered in front of each selective group of foals while taking the form of Nightmare Moon, as if it's in search of something, "-if she sees nopony, she passes by. And if she comes and all is clear, Equestria is safe another year!"

The projection of Nightmare Moon dissipate underneath the full moon's light, making the scattered particles gently fall through the air, resembling stardust.

"Ummm, Miss Zecora," Pip pulled gently on her cloak, "If we wear costumes to hide from Nightmare Moon so she wouldn't gobble us up, how come we still need to give her some of our candy?"

"A perfect question, my little friend," Zecora proclaimed, "For Nightmare Moon, you must not offend!

From the tip of her hoof, another dust-cloud formed as she blew, taking the shape of Nightmare Moon once more before us.

"Fill up her belly with a treat or two," she recited as Nightmare Moon crept menacingly closer, "so she won't return to come eat YOU!"

She launched herself at us with her razor sharp teeth out in display. I half-thought we were going to get swallowed whole, but thankfully when it crash down on us, it fell out of shape leaving everyone in a sparkling green fog. Almost immediately, Pinkie screamed as she emerge from the fog.

"Everypony, let's dump some candy and get out of here!" She exclaimed as everypony rushed to the statue and empty all of their candy into one big pile in front of it.

I only stood back(since I didn't have any treats), amused by it all, 'I wonder if there's any truth to the tale. What I've seen so far, anything's possible.'

Feeling dizziness a second later, the same pulsing sensation burst forth through my body, only much stronger than before. It knock the wind out of me as I staggered forward, in turn I quickly compose myself before anypony notices.

'This… This feeling again! It's the same as earlier, but now…

The sensation settled down into a dull hum, but I can still feel it intensifying with each passing second. I could barely keep my thoughts straight.

'I-Is something… coming?'

Just then, almost unnaturally, the breeze started to pick up into a forceful gust dropping the temperature considerably to near frigid levels. Casting my gaze towards the night sky, by some invisible force, numerous of clouds gathered and encircle themselves into a makeshift tunnel towards the moon high above. By a flash of light and thunder, a dark chariot triumphantly soar through the cloud tunnel heading right towards everypony. The chariot was being pulled by what appears to be two bat-pony soldiers. Inside the chariot, however, from my point of view was a mysterious figure in the cover of shadows. What I can identify was the figure wore a cloak with a hood and a long horn protruding from its head.

Along with foals(and Pinkie) whimpering in terror, I felt my breath got caught in my throat, fear almost overriding my thoughts into bolting from the scene. I didn't get the chance as we ducked, staying clear from the chariot flying over us. It stopped right above everypony, hovering ominously in the air.

"What in…" I muttered speechlessly.

"AHH! It's Nightmare Moon! Run!" Pinkie screamed, being the first to bolt out of the clearing.

Everyone followed suit as they filed out of the clearing as quickly as possible, leaving Twilight and I behind.

At this moment, the foreign feeling from before was practically screaming from my attention, leading me to the figure in the chariot.

"C-Can it be from…" I failed to put into words as I continue to stare.

With help from the light of some nearby lightning, ghostly white eyes flashed along with the lightning. I was able to see a gleaming white smile as it stare down upon the two of us.