Twilight had taken the responsibility to watch over 3 certain fillies for the night. Twilight plans on telling scary stories for the night, an the fillies claim they aren't scared of any stories, so Twilight makes a bet, that if the fillies can withstand the whole night, they'll get a reward. They sure do have a surprise coming at the end.

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Twilight tries to experiment on Spike for an outcome of a new spell she had discovered. But when Twilight tries it out, the results aren't what she expected. Now she and her friends have to figure out what to do to solve the problem.