Watching Us Watching Them

by Little Jackie Papercut


Night: Part Two

The gloating of the dark horse faded from Twilight Sparkle’s ears. Slowly, cautiously, she opened her eyes.

She wasn’t in Town Hall anymore, but rather appeared to be in the middle of Sweet Apple Acres. It seemed like everything was bathed in an eerie red light, except for the blue moon overhead. From somewhere nearby there was a smell of decay. The wind howled all around her as she made her way back toward town.

As she marched on into the orchard, she felt she was being watched. She could barely take ten steps without checking over her shoulder. So at first she didn’t notice when her shadow began to bulge in front of her, a piece separating and taking up position in front of her. Only once that shadow began to gain mass, towering over her, did she stop.

It was like the figment of Nightmare Moon, just as she had made her entrance during the mayor’s speech, but like the shadow ponies, it never gained the definition of the real thing. It lunged, and Twilight responded with a burst of magic, a mistake she realized too late. This was not the real Nightmare Moon, but a feeble shadowy replica, and it dissipated instantly upon being hit. However, the action sent a streak of pain through Twilight's horn. She had used too much magic too quickly.

The attacker was gone now, at least, and she could continue. Now the prospect of being attacked at any moment had her even more distracted than before. Shadows seemed to flit through the trees just at the edges of her vision, and she found herself turning one way, then another. Without the ability to fight, her only option, if one of the unknown things in the orchard got too close, would be to run.

Through some trees up ahead, she saw a big mass of the same shadowy substance as the dark ponies, weaving like a spider’s web around a pony’s unconscious form. Cautiously, Twilight approached the weblike shadow, and was able to identify that the pony trapped in it was the blonde earth pony she’d seen attack Nightmare Moon.

Then it was like a dark bubble formed from her, as a shadowy shape separated itself, becoming a full duplicate in a matter of seconds. This was good, because it pointed toward an answer to Twilight’s questions, but it was also bad, because Twilight was now under attack by an actually threatening opponent and didn’t have any means to fight back.

She ducked out of the way of a huge roundhouse kick, jumping back and watching the shadow carefully. A lasso lashed out at her legs, and she leapt over it, before grabbing the rope with her teeth and giving it a yank, catching the enemy by surprise.

As the fake stumbled, Twilight ran past it and grabbed the real mare, pulling to separate her from the shadow web. This was more difficult than she expected. The web wasn’t very strong, but just touching it made her hooves go numb. With a hard yank, she freed the earth pony.

Once they were out of contact with the web, the shadow pony hissed and rubbed its head, as if it had been dealt a blow. It recovered quickly and continued its assault, and Twilight didn’t have the energy to dodge the next attack..The charge sent her sprawling.

As she rolled away from the creature and clambered to her hooves, she could see the shadow was a little less… shadowy than it had been a moment ago, as if it was fading bit by bit. Clearly it had realized this as well, and it was in the process of picking up its real counterpart.

“No you don’t,” Twilight grunted. Looking around herself for a weapon, all she could see was that the ground appeared to be littered with rotten apples, fallen from the trees. Grimacing, she scooped one up with a hoof and hurled it at the shadow.

The mushy projectile scored a direct hit, causing the thing to jerk forward. Then it whipped around and charged at Twilight once again. Twilight braced herself for impact, but the shadow was rapidly fading, wisps of black rising like smoke as it lost its form. By the time it reached her, only strands of dark thread remained to billow at her menacingly.

Once it was gone, Twilight shook the blonde. “Miss, are you okay?”

The earth pony stirred, pulling herself to her hooves with some effort, and adjusted her stetson cap. “Yeah. I’ll be alright. Might take a few though. What is this place? And… who are you? Mah name’s Applejack, thanks for gettin’ me free.”

“Professor Twilight Sparkle,” Twilight replied. “And I think this is part of Sweet Apple Acres?”

“Heck no,” Applejack scoffed. “Ah know every tree on the farm an’ ah ain’t never seen any of these before. Besides…” she wrinkled her nose as she indicated the rotten apples by her hooves. “That never happens on our watch.”

Twilight considered this carefully. “Then this must be a fake version made by Nightmare Moon,” she decided. “And that web you were in, it must be how she creates the nightmare ponies that she attacked us with in Town Hall.”

Applejack looked at the ruined web for a moment, then tapped her head, frowning. “Yeah, okay, but how did ah wind up in there?” she asked.

“There’s something else in here that attacked us.” Twilight thought back to her earlier fight. “If it caught you off guard it might have been able to put you in there.”

Then it happened again. Both Twilight’s shadow and Applejack’s flexed outward from them and disgorged additional shadows that rose into view. Once again Twilight was confronted by Nightmare Moon,, while Applejack’s opponent was an earth pony filly, one wearing some kind of headdress or—

“Apple Bloom!” Applejack gasped, ducking as the filly leapt straight at her face.

“No. Just a shadow of her,” Twilight corrected, backing up as the pseudoalicorn approached. “Can you fight? I kinda need a gallon of coffee before I can cast any more spells.”

Applejack gave her an uncertain look. “Really don’t wanna hit mah sister, even if she’s a fake.”

“Then we’ll have to run.” Sidestepping the alicorn, Twilight summoned her strength and rushed past the Nightmare, and Applejack joined her, keeping pace.

The shadows were on their heels, and Twilight was already tired. She looked around for any kind of escape, and through the trees, she caught a glimpse of the elementary school.

“What kind of defenses does the schoolhouse have?” she asked. “Any cannons?”

“What? Uh, probably, gotta have somethin’ for dealin’ with Everfree critters an’ rival schools,” the farmer replied.

“Good enough!” Twilight swerved to the right, and emerged through the treeline onto a steep hill, almost more of a cliff. Bracing, she managed to remain upright as she slid down the incline. Applejack followed a moment later, and the shadows came after her.

Upon reaching the bottom the two took off in the wildest sprint yet. The professor reached the front door first, and as soon as her companion was inside she slammed it shut. With Applejack's help she lifted the bar into place, locking it.

The shadows pounded at the door fiercely, but it stayed firm.

“Just as I thought,” Twilight said. “Not only is that not the real Nightmare Moon, it's not even a convincing imitation. She would have broken through the door in one try. Or maybe the wall.”

“Then what is it?” Applejack asked, sounding extremely frustrated. “And where is the real Apple Bloom? How did we get here? None a’ this makes any sense!”

“My hypothesis is those are representations of our biggest fears,” Twilight ventured. “My big fear is failure, and I guess Nightmare Moon embodies that for me. Your fear is losing your sister, so… that seems pretty direct.”

“Yeah. Okay.” Applejack sighed. “So what now?”

“Now,” said Twilight, “we find the cannons. Since we're in no position to fight, we need weapons.”

Applejack shook her head. “Whoa whoa whoa. Hold on there, Professor. Yer plannin’ ta fight our worst nightmares with cannons?”

~#~#~#~

“NIGHTMARE MOON!” a bubbly high-pitched voice screeched around Town Hall. “Are you ready to par-tay?!”

Every single head turned to the source in confusion.

Then, directly underneath Nightmare Moon, fifty party cannons exploded at once.

~#~#~#~

“We have to use whatever we can get,” Twilight confirmed.

“Cannons are big and heavy and slow,” Applejack retorted. “And it's not gonna do us any good ta hunker down here. We need ta see what else this place has.” The door shuddered. “And, uh, quick.”

The two stepped away from the door and made their way into the entrance hall. Immediately, Twilight gasped and pulled Applejack aside to hide behind a large bust of Celestia.

There was a pony patrolling the hall. The same stuff of darkness that made up the nightmare ponies clung to him, but his aged gray face was unobstructed. Had it not been, it would have been easy to identify him anyway thanks to his massive hat.

What is Starswirl the Bearded doing here?” Twilight hissed.

“Ah dunno,” Applejack responded, “but ah think we're gonna hafta fight him, Twilight.”

“Darn,” Twilight sighed ruefully.

She had seen paintings of Starswirl the Bearded in Celestia’s office, and been told much about his wisdom. He had been Celestia’s teacher before she ever became the ruler of Equestria. Supposedly the theories originally drafted by Starswirl were the basis of most modern magic, even alicorn magic. He’d even dabbled in bardic magic at one point. He was certain to be more than a match for a farmer and a unicorn who was already out of magic.

Applejack leapt out from behind the statue and rushed the old unicorn. With an evident lack of surprise, he lashed a bolt of dark lightning to her, stunning her in place.

“Useless little fillies,” he bellowed. “Why must I always be stuck teaching the stupidest foals?” He stalked toward the now-helpless mare as she tried her best to drag her hooves away from him. “To think that I, Starswirl the Bearded, mightiest and cleverest of all unicorns, would be wasting my talent on… you,” he spat. He was nearly in her face now, and his horn was lighting up to cast another spell.

“Applejack!” Twilight yelled, darting out from behind the statue. Too late. She would never make it in time to—

The stallion staggered dramatically to the left as he cast his spell, and the statue Twilight had just been hidden behind had all of its parts randomly rearranged. He swayed on one hoof for a moment, then seemed to regain his balance. “What—what was I shaying?” he asked nobody. “Oh yeah. You two. Why did I even shtart teashing you two? Sheleshtia’sh bad enough, but you!” Here he pointed a hoof dramatically at Twilight. “You’re alwaysh late, you don’t do your work, and you don’t know how to show your eldershshshshalittlerespect!”


He wound up to cast another spell, but Applejack had just barely regained the use of her hooves and gave him a light tap. In response, he fell over on his side, babbling incoherently.

“Uh, jus’ so we’re clear, that was weird, right?” she asked.

Twilight nodded. “Big time. For one thing, he’s supposed to be dead from being a thousand years old, and for another, I don’t remember ever hearing about him being so aggressive. We’d better go, before he gets back up again.”

The two stepped cautiously around the insensate Starswirl and headed down the nearest corridor. The place was much plainer and more utilitarian than Castle Canterlot, which was a relief. There wasn't anything in particular that could come to life and attack them or otherwise hinder them, just classrooms lit in the same blood red.

“There,” Applejack announced, pointing at a large door. “Pretty sure that way leads to the gym, maybe they got some archery equipment we can borrow.”

The duo approached the door cautiously, and Applejack placed her hooves on it, pushing it inward. The door groaned in protest. The wood was warped, pushed too tight into the doorframe, and the hinges produced the telltale sound of rust scraping against rust. Bit by bit, though, it began to give way.

~#~#~#~

The noise was absolutely deafening, and the smoke and dust filled the hall. The pegasi who were still standing began flapping their wings to clear the air. When they could see again, they could see that a change had occurred. Nightmare Moon no longer stood over the crowd. Instead, an indistinct mass of something that looked like a piece of the night sky floated, twisting.

It shaped itself roughly into a ball, and a pair of eyes opened on one side of it. The dark parts of it flickered and roared, expanding as if they were a burning fire before being pulled back into the center of the mass.

Lyra charged forward, ready to seize on the opportunity to contain the threat, but the ball flattened itself again and rolled into a snakelike wisp, which blew away out the window.

The unicorn took a step back and looked around. It seemed like the shadow ponies had stopped appearing. Most of the professors who had come with her were gone. She could only see Trixie and Minuette still assisting the locals. That might not be enough of a party to contend with wild magic. Lyra turned her attention to the pony who had set off the blast. Just as she opened her mouth to speak, the pink mare appeared right in front of her out of her peripheral vision, somehow, despite also being some twenty feet away and directly in view at the exact same moment.

“Oh, heya, you’re probably wondering about the cannons, right? Don’t worry, I have a license,” she said, producing a card from… somewhere. Lyra leaned to the side to peer around her, and found that there was, indeed, only one of this pony. Unwilling to waste time on that train of thought, she scanned over the card.

“This just says ‘I’m Pinkie Pie and I can do what I want’,” Lyra observed, before dropping the card and shrugging. “But actually I did want to speak to you about that. Did you prepare those cannons specifically for Nightmare Moon?”

“Well, duh,” Pinkie scoffed. “That’s why I had to wait for her to stand in juuuuuust the right place!”

Lyra nodded in agreement. There just wasn’t really any way to argue with that. “Okay. Can you help us finish the job?” She waved toward the window. “We’ve got to go into the forest to find something, and I’m guessing she’s trying to beat us to it.”

“Sure!” Pinkie replied. “But first, I’ve gotta talk to somepony. Important business.”

Lyra nodded. “We’ll meet outside once you’re ready,” she agreed, and trotted away to look for another recruit. She could make do with four, but she would still be more comfortable adding to that number. And there was one pony she obviously needed to speak to.

“Captain,” she called, approaching Shining Armor. “I’m forming a party to pursue the enemy. Terrain uncharted, wild magic active, ambushes expected. We need you to join us.”

“No,” he refused bluntly. “I’m needed here. I’m all that’s left of the Royal Guard after that assault, and the town has lost a big chunk of its own defenders. I need to prepare in case there’s a second wave. And anyway, my specialty is fortification, not scouting. If we still had Flash I’d send him with you. Sorry.”

On his back, Twilight’s assistant remained silent, staring at the spot where the professor had disappeared.

“All the same,” Shining Armor added, “if we can support you in any other way, we will. It would mean the world to me if you could get my sister back.”

Lyra bowed her head. “Understood,” she agreed. Then she looked up at the small dragon. “Then can you update us if the situation here changes?”

Spike still gave no response. “Of course,” said the captain. “Now, get a move on.”

Lyra gave a small salute and turned around. “Trixie! Minuette!” she called out. “We need to get going now!”

Her fellow professors fell into step beside her.as they made their way out of the large doors.

~#~#~#~

The inside of the gym was very dark, which was actually kind of a relief compared to the ominous red illumination everywhere else. That relief was cut short, however, when a hoof connected with Twilight’s barrel, followed immediately by the sensation of being lifted off her hooves and quickly flung to the ground.

The attacker was visible by virtue of being darker than the surrounding darkness. It bore the shape of a pegasus, and there was little time to tell anything else. Knowing this, however, made it easy to spot the shadowy tendrils of a dark web.

“Applejack!” Twilight called. “Somepony’s in the web! Free them quick!”

Applejack charged in, and the black pegasus turned to chase her, but Twilight had anticipated that and flung herself on top of the enemy. This maneuver technically succeeded in preventing the attacker from shifting focus, but not quite in the way she had hoped, as it was still easily able to launch into the air, zigzagging and twisting in an attempt to throw Twilight off.

Applejack barged into the web and was able to punch cleanly through it, to the left of the trapped pony. She got some distance and came around for a second go. With two massive holes in the web, the victim now dangled by a thread. Applejack produced a lasso from somewhere and with a wide sweep, caught the pony and pulled them free.

Twilight grinned as the shadow pony began to spasm, but the grin quickly faded as she realized it was still in control of the situation. In an instant, it swept out the door—and straight up.

Soon it would be no more, and there would be nothing holding Twilight up. The school began to shrink as they flew higher. Twilight swallowed a knot in her throat and looked down toward Ponyville, then trailed her eyes up toward Mount Canterlot. “Well, then, the rest is up to you,” she said, feeling her ride begin to disintegrate.

She closed her eyes as they climbed higher and higher. She faintly wondered if they might reach the moon. She didn’t have to wonder long, though. Like an unraveling sweater, the shadow pony she was clinging onto was quickly losing substance.

Their trajectory continued for a moment even when there was nothing left to hold onto. It felt a little like being weightless. Eventually, though, the arc of her motion did turn downward once again, and all that was left was to wait for the ground, and the end of her duties.

She was surprised when she felt something slip around her waist, instead of a sharp pain and then nothing ever again. Her eyes snapped open and she looked down to see a pair of cyan hooves. The deafening sound of the wind rushing past her ears lessened as her fall began to slow.

“Wow,” a voice remarked in her ear, “you are way heavier than a filly.”

The professor started to twist her head around, but the voice barked, “Don’t move! Don’t thrash, we’ll be on the ground soon enough.”

The angle of their descent was changing slightly as well. They seemed to be gliding in the direction of Ponyville, and below, Applejack was galloping along the road, keeping pace with them.

They swooped down into the streets of the town. Eerie and deserted as it was, finally being here was a relief.

“Y’all good?” Applejack asked, trotting closer to them.

“Miraculously, yes,” Twilight responded. “And, uh, who…?”

“Name’s Rainbow Dash,” the pegasus replied. “I teach PE at the school. That also means I have some responsibility for the safety of those foals who got kidnapped. You’re trying to find them too, right?”

“Among other things,” Twilight said with a nod. “I’m hoping Princess Celestia left a clue in her room at Town Hall.”

“Then to Town Hall it is,” Rainbow agreed, and the three set off.

Once they were moving, Twilight cleared her throat. “Um, something has been manifesting our fears to attack us with. So, just to be ready, what’s your biggest fear?”

Without hesitation, Rainbow Dash replied, “Boredom.”

All three of them looked around, but no new shadow ponies had appeared.

“Well, I guess we’re lucky our fears are relatively tame… and abstract,” Twilight observed.

Town Hall loomed ahead, and the three picked up their pace. The door stood open as it had been earlier that night. But once they rounded the corner of the building and were able to see inside, the difference was startling.

All the ponies who had been celebrating earlier were gone. The sole inhabitant of the main room was Flash Sentry, suspended in another dark web. His shadow duplicate prowled the perimeter, and froze at their approach.

Without hesitation, Applejack ran for the web, but the shadow Flash was in front of her before she could make half the distance, and knocked her aside. Rainbow Dash was off like a streak now, going in to attack the shadow pony. Her punch came fast, but the shadow pony moved to one side, allowing her to expose her back to it and striking down at her.

Twilight was nearly to the web, but the shadow Flash was too fast. It caught her and flung her right back to the door.

“Rainbow Dash!” Twilight called. “Free Flash! It’ll stop the attack!”

Rainbow Dash was standing again the instant after Twilight had spoken. “Got it!” She angled herself at the pony caught in the web, and took off like a rocket. The shadow pony moved to block, but as fast as it was, it was nothing compared to the coach. She punched right through the center of the web, forcefully ripping out the unconscious Flash Sentry.

She scraped away the web holding him, then winced, shaking her hooves. “That feels so weird,” she complained.

“Watch behind you!” Twilight shouted, just in time for Rainbow to dodge the shadow’s attack. Instead, it struck the real pony across the face.

Flash’s eyes shot open and he began to pummel the duplicate, which was too busy trying to see where its opponent had gone to defend itself until too late. Dark wisps shot out of it with each blow, until finally he threw it to the ground and stomped on it, causing it to violently pop.

He took a few deep breaths. “Okay. What’s the situation now?” he asked, eyes still fixed on where his duplicate had been.

Behind him, his shadow had elongated and twisted into a new shape.

~#~#~#~

“Here we are. The forest is just ahead,” Pinkie said, waving down the road. “We just need to wait a reeeeeeeeeeeeeeeeeeeeeeeeeeeeal quick second.”

Minuette raised a hoof. “Did you mean to hold that word for more than a second?”

Pinkie giggled. “Okay maybe. Hey look, somepony’s coming.”

A white unicorn mare with an elaborate purple coif was indeed approaching the group. Lyra stepped forward to meet her.

“Take me with you,” she said simply.

Lyra looked at the other professors, then back to the local. “Who are you?”

“Rarity. I’m this town’s tailor. And that monster took my sister. Take me with you so I can destroy her. I won’t hold you back.”

“I… guess I’ll take your word for it,” Lyra replied. “Okay everypony. We’re looking for an ancient castle that isn’t on any map, so this should be quick and easy. There’s no turning back until it’s all over. Let’s go.”

With that, they marched into the forest.