22: Festival
As the moon rose higher into the night sky, Princess Luna walked the hallways of the sleepy castle she and her sister called home. She smiled as she listened to the echo of her hoof-steps in the desolate halls, enjoying the fact that she was alone as she watched over Equestria as it slept.
Continuing down the hallway and looking out the windows, she saw a faint glow of light coming from the astronomy tower. Curious as to who could possibly be up at this hour of the night, she made her way over and up the tower, ascending the spiral stairway until she reached the top. She pushed open the door and was surprised to see Discord suspended in the air, looking through an insanely designed telescope.
"Discord, what are you doing in here?" she asked quizzically. "I did not take thee as one to gaze at my stars."
"Oh, hello Princess Luna, dear." Discord said without looking up. "No, just looking at something interesting about to unfold down in Ponyville."
Luna's ears perked up as soon as Discord said 'Ponyville'. "What? What's going on? Show me!" she demanded.
Discord backed away from his telescope. "Be my guest, princess." he smirked. Slightly suspecting some sort of trick, Luna cautiously approached Discord's telescope and peered through the eyepiece.
"I... I do not see anything." she said. As she backed away from the possibly broken telescope, Discord burst out laughing, pointing at her face hysterically. Sighing with disdain, Luna summoned a mirror and looked into it. She saw what Discord was laughing at; her eye was now black with ink thanks to Discord's telescope.
"Very funny..." she muttered, dismissing the mirror and summoning a wash cloth to clean her face. "If you're quite done, I need to get back to my duties."
Discord's laughter died down and the draconequus landed next to Luna. "Oh come now, Princess, lighten up. Your sister thinks that my pranks are funny. But seriously, there is something going on down in Ponyville."
Luna eyed Discord warily, but the rare look of seriousness in his eyes told her that he was not joking. Still, to remain safe of any further pranks Luna summoned her own telescope to look down on the small town to try to see what Discord was warning her about. "Okay... what am I looking for?"
"Look down for Town Hall, then to the right." he instructed. "Between there and the next house is a cluster of trees. See them?"
"Yes." Luna said, watching the trees. A few moments passed by, but nothing was happening, causing Luna to think that Discord was tricking her yet again. "I swear, Discord, if this is another trick then I'll turn you back into stone myself."
"A trick? Why Luna, I am offended." Discord said, swooning dramatically. "Don't tell me you've forgotten what their presence feels like."
"Presence? What the flank are you talking abou-" Luna started to say, but just as she was about to look away she saw the slightest movement from one of the trees. It wasn't the wind, as none of the other trees were disturbed, and eventually a dark colored pony jumped down from his hiding spot in the trees. The pony walked a few steps before disappearing into the night with a teleportation spell, but to Luna's shock there was no telltale bright flash of a unicorn teleporting. The mysterious pony simply disappeared.
"What the... how did that pony manage to do that?" Luna asked, but as she tried to look up at Discord she felt him forcing her head back down to the telescope.
"Not so fast, there's another one out there." he said. "Look over at Twilight's library."
Luna did as she was instructed, and moments later she saw a pony appear out of nowhere right in front of Twilight's door. Like before, there was no bright flash of light signaling that the pony used a teleportation spell, but as the door opened and the pony entered the library Luna recognized who it was.
"Discord, that's just Twilight's bodyguard." Luna said, finally looking up at Discord.
The Master of Chaos shook his head. "That second pony was, yes, but that first one was somepony else. Nightshade was there too, but she was watching that first pony."
"So what is so important about somepony using a teleportation spell?" Luna asked. "I don't understand why you needed to bring this to my attention."
Discord clicked his tongue and shook his head. "Poor Luna, you really don't remember anything at all, do you?"
"Remember what? Tell me!" Luna demanded, losing her patience with Discord's riddles.
"Such a shame. They were your most loyal." Discord said before he snapped his fingers, disappearing with a flash of light. Luna stomped a hoof in frustration as she was left with no answers, but Discord's mouth reappeared briefly to utter one last cryptic sentence before it disappeared once more;
"The shadow of the star will bring light to your long forgotten children."
"Now ya'll be careful an' listen ter Big Mac'n Starshadow an' her sister, ya hear?" Applejack said, eyeing all three of the Cutie Mark Crusaders sternly.
"We will!" all three of the costumed fillies said excitedly before dashing over to the farm entrance, hopping excitedly around Big Mac.
Applejack turned to Starshadow and Starsong. "Thanks again fer takin' the youn'uns out fer Nightmare Nigh'. Ah really appreciate it." she said, turning away after speaking to avoid sneezing on the two other mares.
Starsong patted AJ's shoulder. "Don't mention it. Just rest and get better. Watching them will be easy."
Both Applejack and Starshadow winced at Starsong's words, the unicorn still not understanding just exactly what the three fillies were capable of. Thankfully, Starshadow offered Applejack a reassuring hug. "Don't worry, we'll handle them somehow. We're also meeting up with Vinyl and Octavia, so they'll be able to help." she said.
As the group headed off, Sarshadow looked over everypony in their costumes, including herself. Though Rarity was far from one of her closest friends, Starshadow did have to admit that the white unicorn was quite the talented seamstress as she was able to make costumes for her and Starsong in less than a day. Starsong had of course dressed up as her idol Beethoofen, but Starshadow decided to choose something much more risqué and had asked for a Saddle Arabian flank-dancers outfit. Big Mac had dressed up as a zombie by covering himself in a green dye he had gotten from Zecora. Scootaloo had dressed up as Daring Do, Sweetie Belle was dressed as the villain of a popular horror movie, and Apple Bloom had followed her brother's theme and dressed up as a mummy. Altogether, the ponies made for a somewhat unusual group, but none of them cared that their costumes were all so different.
Not wanting to waste any time, the three fillies rushed off to collect as much candy as possible as the three older ponies followed them at a slight distance, admiring the costumes that the other ponies around them were wearing. It didn't take long for them to run into a group of familiar ponies, and with a cheerful wave all of them made their way over to where Pinkie, Rainbow Dash, and Fluttershy were standing.
"Awesome costume!" Rainbow Dash said to Scootaloo. Starshadow couldn't help but giggle as she saw that Rainbow was also dressed as Daring Do. Starshadow had been introduced to the series just days ago, and though she liked the series, her enthusiasm could never reach the level that both Rainbow Dash and Scootaloo admired the brave adventurer.
"Ribbit!" exclaimed Pinkie in agreement.
The pink party pony was dressed up as a lizard, but before Starsong could attempt to correct Pinkie's incorrect sound both Starshadow and Big Mac nudged her. "Don't bother." they both said.
Fluttershy offered a weak smile "That's, um, I really like your costumes." she said shyly.
Starshadow couldn't help but notice that Fluttershy was possibly the only pony out tonight who was not wearing a costume. "Where's your costume, Fluttershy?" she asked.
Fluttershy lowered her head slightly as Rainbow Dash spoke up for her. "She wanted to stay locked up in her house like she does every year, but Pinkie and I managed to drag her out."
"You said a fruit bat was in trouble." Fluttershy meekly protested, but her voice was so weak that nopony heard her.
Pinkie bounced next to Fluttershy and put a hoof around her neck. "Aw, come on, Fluttershy. Isn't this a lot more fun than hiding alone back at home?" she asked.
"Not really..." Fluttershy said, but once again everypony could barely hear her due to her soft voice.
The older ponies began to talk about various topics, causing the three younger ponies to become impatient as their bags were barely half full of candy. Luckily for them, Rainbow Dash noticed their patience wearing down and came to their rescue.
"Hey everypony, why don't Flutters, Pinkie, and I take over and watch the squirts?" she offered. "That way they can get their candy and we can show Fluttershy that there's nothing to be scared of and you three can take a break from watching them."
The three fillies and Pinkie Pie started bouncing around in approval, but Fluttershy shook her head and tried to sneak away. "That's, um, thanks, but no thanks. I have to, um, get home and, uh, go water Angel Bunny and feed the flowers. I mean..." she said as she slowly backed away.
Unfortunately for Fluttershy, Pinkie managed to sneak up behind her and grabbed her by the tail. "No way, Fluttershay!" Pinkie Pie said, pulling the frightened pegasus along with her. "The night's just getting started! We should go check out the haunted house that Mayor Mare had set up in Town Hall, plus they're giving out caramel apples to everypony who makes it through!"
"H-h-haunted what?! Oh no, we can't! I... eep!" Fluttershy squeaked helplessly.
"Come on, let's go!" Rainbow Dash said, but she paused as Sweetie Belle looked over at Starsong.
"Can you come with us? I wanna hear more about your singing." Sweetie Belle asked.
Starsong looked at the small filly. "Of course. I hope you don't mind, sister. I'll see you back at the Apple's farm tonight?" she said as Sweetie Belle gleefully led Starsong off with the others.
"Okay, see you later!" Starshadow said as she waved goodbye. Though she was slightly disappointed to be away from her sister, she was glad to finally have some private time with Big Mac, and with a quick nuzzle the two lovers walked off together to enjoy their night together.
Big Mac took the lead and showed Starshadow around the town's best attractions; from Sugarcube Corner where Mr. and Mrs. Cake had special Nightmare Night treats to the statue of Nightmare Moon set up on the outskirts of the Everfree Forest for the young colts and fillies to place their offerings. Taking Pinkie's advice, Big Mac also brought Starshadow over to the Town Hall for the haunted house, and as they entered the building even he had to admit that the props and decorations sent a shiver down his spine. It was clear that Twilight had helped the mayor put together the attraction as everything was perfectly organized down to the millimeter. The only thing out of place was a set of deep scratch marks near the entrance, and both ponies came to the conclusion that they were caused by a certain pink-maned pegasus fighting to stay out of the frightening building.
About halfway through the tour Starshadow began to lose interest in the haunted house. Thanks to her past she had experienced worse horrors and frightening moments than any haunted house attraction could try to create, but the dark seclusion of everything did give her one idea to make things interesting.
"They did an amazing job with the props. The mannequins look so lifelike." Starshadow said, pointing at one of the fake vamponies set up along the path.
"Eeyup."
Starshadow moved closer to her special somepony. "You know, I bet that you could pretend to be part of the haunted house. You'd blend right in with everything." she said mischievously. Big Mac looked at her in a puzzled manner, so Starshadow pushed him over to the side where a partially smashed crate covered in fake blood. "If you stand behind this and lean on the crate... yeah, just like that... now a little more to your left... perfect!"
Standing back, Starshadow was impressed by how much Big Mac really did seem to blend in perfectly with everything around him. To further prove her right two colts rounded the corner and jumped slightly at the sight of Big Mac in his pose. With his two front legs on the crate, it looked like he was climbing over to try to devour anypony walking by, and Starshadow was quite happy with the results.
"You look perfect! Though, it'd be even more convincing if you made some zombie noises also." she said giggling. She heard another group of ponies headed their way so Starshadow stowed herself away and out of sight by ducking into the broken crate Big Mac was propped up on, the opening facing Big Mac's torso.
As the thrill seekers rounded the corner Big Mac let out his best zombie impression, but he ended up sounding more like a sleeping Ursa Minor than a zombie. It was more than enough to surprise the young ponies who shrieked in surprise, but Starshadow couldn't help but silently facehoof herself.
"Oh come on, Big Mac, you can do better than that." Starshadow hissed up at Big Mac.
The large red stallion glanced back down at her and shrugged. "Ah don' really know what noise to make." he admitted.
Starshadow grinned, having been hoping he'd say something like that. "Then let me help you. Tell me when you hear another group coming." she said.
Big Mac shrugged. The only way he could think of how Starshadow would help him didn't make sense; her voice was nowhere near deep enough to be mistaken for his own, but before he could ask what she was going to do he felt her begin to lick teasingly at his crotch.
"Woah! What are you..." he started to protest, but before he could attempt to move away or stop Starshadow he heard another group of ponies making their way towards him. Quickly glancing around he saw that his lower body was hidden to anypony walking by, but as he felt his shaft beginning to harden he could only pray that none of the approaching ponies would get too close.
"Starshadow, they're almost here!" he hissed before he froze to blend in with the other mannequins. Just as the first pony rounded the corner Starshadow took Big Mac's shaft into her mouth and down her throat in one lunge of her head, sending him into a dizzying spiral of pleasure he hadn't felt in a long time and he was forced to let out a deep, long moan.
Starshadow's 'help' caused the four fillies to jump in complete surprise and turn tail, scurrying for the exit as fast as they could. Though she would have loved to see their scared faces, their shrieks were enough to know that her method had worked better than she had hoped, and with one last soft moan of her own she let Big Mac's cock slip free of her mouth.
Still shocked by Starshadow's bold move, Big Mac's erection thankfully softened and disappeared back in its sheath. Starshadow looked up at him with a sheepish grin. "Well, it DID help you..." she said.
Deciding that they should leave before anypony came to investigate the moaning zombie, Starshadow and Big Mac made their way to the exit. Big Mac's silence started to get Starshadow worried, and she thought that she may have gone too far with her 'assistance'. However, that wasn't what was on Big Mac's mind; he had spent the last few days fighting back his own needs for Starshadow's sake, but with tonight's events he felt the urge to take her like he used to before. Thankfully, exiting the haunted house and being surrounded by other ponies helped him regain control of his instincts just in time.
"Starshadow! Big Mac!" somepony yelled. Turning around, the two ponies saw Princess Twilight and her bodyguard approaching them. "I see you two enjoyed my haunted house." she said, mistaking Big Mac's still slightly flushed face as a sign of fear.
"Uh, eeyup." Big Mac said, deciding to go with Twilight's comment instead of correcting her. He and Twilight engaged in conversation about the changes Twilight had made to Mayor Mare's original ideas, but Starshadow was busy watching Twilight's bodyguard. Nightshade was acting even stranger than Starshadow remembered, the tough mare eyeing anypony who walked within fifty feet of Twilight and even chased off a few unlucky ponies who got too close. However, things became even tenser as a pony dressed in a black cloak spotted Twilight talking to Starshadow and Big Mac, and without warning the mysterious pony rushed into a sprint, headed straight for the small group.
The sudden rush did not escape Nightshade's attention. "Halt!" she commanded as she rushed forward to intercept the pony, but her eyes grew wide with surprise as the black clad pony took off, spreading a pair of black wings and easily avoiding her. Looking up, Nightshade saw that the pony was all black; coat, mane, and tail, and a sickening thought crossed her mind. "Blackguard...!"
The threat now graver than ever, Nightshade teleported herself back so she was now back in front of the attacking menace, as well as just above. Her timing perfect, Nightshade tackled the black pony out of midair and both of them went tumbling to the ground. Nightshade was able to then pin her foe underneath her, her black aura blade forming at her side, prepared strike a final blow, but her attack was halted as Twilight and the others ran up.
"Nightshade! What in Celestia's name are you doing?" Twilight exclaimed, but she was stopped as Nightshade held up her hoof.
"Do not come any closer, Princess! This assassin was trying to kill you!" Nightshade replied, her eyes still locked on to the pony underneath her.
"Assassin? What are you talking... It's somepony dressed up for Nightmare Night!" Twilight said. "I told you, there's no secret assassins or anything trying to harm me."
Nightshade snorted as she switched her spell so she now had a hold of the pony's cloak. "Oh really? Then who is this?" she exclaimed, yanking the cloak off of her captive.
Twilight, Big Mac, and Starshadow gasped as the pony underneath was revealed, but their surprise was not in the context Nightshade had hoped.
"Oh, were we playing tag? Am I it?" Derpy asked.
Twilight shook her head and levitated Nightshade off of the clueless pegasus. "Oh Derpy, I'm so sorry! She didn't hurt you, did she?" she asked with concern as Starshadow went over to check on her.
Derpy shook her head. "No, I'm fine. I've gone through worse."
Looking over the clumsy pony, they all saw that Derpy was covered from nose to tail in all black paint, and coupled with her black cloak none of them had any idea what she was trying to dress as. "Um, what are you supposed to be?" Starshadow asked her.
"I'm a Darkguard!" she said proudly, but her explanation was met with only confusion from everypony except Nightshade.
"It's Blackguard, you foal." Nightshade muttered under her breath.
"What's a Darkguard?" Big Mac asked.
Derpy looked back at him like he was crazy. "What's a Darkguard? How do you not know what the Darkguard are? They're the elite ponies that Princess Luna commanded before she was banished that enforced peace from the shadows. They were master assassins and during the civil war that split Equestria in two, they almost managed to turn the tide in Princess Luna's favor and Princess Celestia and the sun would have been lost to the world forever."
Starshadow and Big Mac could only stare at Derpy in disbelief as Twilight let out a small laugh. "What are you talking about, Derpy? Civil war? Where in Equestria did you hear something like that?"
"Well, Pinkie and I were making a delivery of cupcakes to Canterlot before you got here, and we were talking to the camel visiting from somewhere who told us all about what really happened when Princess Luna was banished. Oh! Then he let us play with his pet kitten, she was really cute."
Twilight shook her head. "I'm sure you must have misheard him or something. Besides, the camel tribes didn't come into contact with Equestria until about two hundred years ago, and even then it was through the traveling tradeponies of Saddle Arabia."
Derpy shrugged, still convinced that the secret order of assassin ponies was real. Twilight turned to Nightshade, who was standing off to one side and still muttering under her breath angrily. Walking over to her, Twilight nudged her body guard. "I think you owe Derpy an apology for tackling her earlier." she said.
Nightshade's face turned slightly red with humiliation as she was nudged forward. "S-sorry." she said through tightly gritted teeth.
With an innocent smile on her face, Derpy walked up to Nightshade and patted her on the head. "Don't worry about it, even I crash into other ponies now and again. But you're a unicorn, you're not supposed to fly. Oops, I gotta go meet somepony now! Bye!"
Starshadow and Big Mac tried to hide their laughter as Derpy took off to head somewhere (nearly crashing headlong into town hall before she disappeared from sight), leaving Nightshade shaking in anger from Derpy's unintentional humiliation. To stop Nightshade from losing the last bit of control she still had, Twilight bid Starshadow and Big Mac goodnight and headed home with her infuriated bodyguard, the angry unicorn still muttering to herself. "Stupid bucking pegasus, dressing up as that and then not even getting the name right!"
The two lovers also decided to head back to Sweet Apple Acres as Starsong and the young fillies were most likely already home by now. It was clear that many other ponies were headed home as well, and before long Starshadow and Big Mac were the only ponies on the dirt road.
On the outskirts of the small town, just steps into the dark Everfree Woods, Specter paced back and forth in an attempt to calm his rattled nerves. As usual, he had followed Starshadow at a distance to try probe her habits and schedule for any weaknesses, and possibly fillynap her himself so as not to have to deal with cleaning up any messes his 'helpers' may cause. However, as he hid on one of the rooftops in Ponyville, he was almost discovered when Twilight and her bodyguard showed up. Though she showed no obvious signs of spotting him, Specter did notice that her eyes always shot back up to the roof where he was hiding in the shadows, and though it was unlikely that the bodyguard could see him it was quite clear that she sensed his presence.
As if that wasn't enough of a setback, another cloaked pony appeared out of nowhere. Specter recognized the cloak style and all black coat and mane of the pony as Blackguard, and to his even bigger surprise he wasn't able to detect even a sliver of magic aura that surrounded every unicorn. Assuming that this mysterious newcomer must be extremely powerful to subdue all of their aura, he had no choice but to flee, and now he found himself having to start his plans all over, none of his ideas being any good with two potential foes of such high caliber to deal with.
His mind racing as he weighed his options, he angrily lashed out at one of the twisted trees that made up the dark forest. The only option left for him at this point was to actually use that foal Thunderlane and the other scum back in the cave, but thanks to the events of tonight he would have to scale back his role and remain only an observer, the risk of being caught by taking a more active role in the fillynapping now too great. Normally he would postpone the attack and try to gather more information on the two mystery ponies, but he was so close to his goal... just this one last mission and he could seek out what his dreams were trying to tell him.