A/N: This is my entry for a Nightmare Night writing contest. It was mainly inspired by a scene in the movie Kick-Ass after I got juiced up listening to the music over and over. But even though my idea for Spike as a powerless superhero began with Kick-Ass, the superhero he masquerades as is a little different. The average reader will no doubt relate it to Batman, although I took more inspiration from The Shadow. Lamont Cranston and The Shadow were part of the inspiration for Bruce Wayne and Batman, having originated nine years earlier. Batman has the pulps of the 1930's-40's to thank for his existence.

Another thing I aimed to do with this fanfic was incorporate some information on the origins of our own Halloween. This came after several viewings of the recent classic holiday movie, Trick 'r Treat, a film that isn't scary or a cinematic roller coaster, but definitely deserves to be watched once every October.

And I apologize for the insane word count.

"My Little Pony: Friendship is Magic" is copyright Hasbro and Lauren Faust

Nightmare Spike

With a lavender unicorn tapping her hoof downstairs, Spike hurriedly dressed himself. He ignored the mirror for now, pulling thick black boots and gloves on over his equally black jumpsuit. Fixing the pair of straps across his front to keep his modified harness in place, he pulled on a ski mask to cover his head, then topped it all off with a second mask to cover his face. Now it was time to check the mirror.

"Spike, are you ready yet?" Twilight called from below. "Pinkie's Nightmare Night party has probably already started."

"Yeah, I'm almost done!" He grumbled to himself, "We wouldn't be late in the first place if I hadn't had to clean up the hundred books you'd needed just to make sure your costume was accurate, so at least let me make sure mine's right."

And it looked pretty good. Not perfect, though. Perhaps in the dark it would be harder to tell he was wearing clothes instead of the pure black shadow he was aiming to appear as. The handles of his batons, their sheaths attached to a harness he'd altered from pony attire, were within easy reach of his short arms. And from behind the black pony-face mask that he had toyed with until it fit comfortably on his dragon features, his big green slitted eyes stood out from the black.

Drat. Night Mare was supposed to be nothing but black, and his green eyes made him look like a tiny dragon-pony hybrid covered in soot. Oh, well. Maybe there was some thin black fabric he could put over them next year.

Dropping to all fours, he struck a dangerous, pony-like pose. "Who knows what evil lurks in the dark ..." he growled, "... Night Mare knows!" Night Mare's laugh was described in the comics as a booming cackle, the sort of laugh that would burst from a punisher of villains who took immense satisfaction—pleasure, even—just in being the antithesis of evildoers. His imitation sucked.

"SPIKE!" Twilight yelled up the stairs. "Quit playing and let's go!"

"I'm not playing, I'm coming!" he shot back. His enthusiasm slightly deflated, the baby dragon scooped up his candy bucket and, with a glance at the blank white moon, rushed downstairs to meet an impatient Twilight Sparkle.

She had donned a witch costume. Even without Rarity's help, it was surprisingly well done. One side effect of her dedication to accuracy was the post-study mess of books that she'd poured through to make sure she had exactly the right ensemble of garments. Luckily, Spike had prepared his in advance and hadn't had to schedule a rush job between the last-minute chore Twilight had dumped on him and their departure from the library.

Seeing her assistant sheathed in black, she negated asking what took him so long and smirked indulgently instead. "And just what are you supposed to be? A ninja?"

"Close, Twilight, very close. But seriously, you don't recognize the coolest superhero ever printed? I'm Night Mare!" His voice took on a dramatic flair and his green reptilian eyes burned mysteriously. "She's a pegasus pony who flies through the sky at night and creeps through the shadows where evil lurks. She can turn her entire body pitch-black to blend in with the darkness so nopony knows she's even there until she strikes!"

"Except Night Mare's a pony," Twilight said, giving him a slightly gentler smirk now.

"Yeah, well, some things can't be fixed," he sighed into the mask.

Twilight headed for the door, "Anyway, let's hurry over to Sweet Apple Acres. Pinkie says she has all kinds of surprises set up in Applejack's barn and the others should already be there."

"Hey, Twilight ..." Spike began, following her. "Are you sure you wanna go out as a witch?"

"What's wrong with it?"

"Well … you've done the research. So you should know that the concept of witches comes from unicorns who cursed their neighbors with misfortune."

"That's only one of the origins. What's your point?"

Spike sighed and spelled it out for her. "Those types of incidents originated in small, closely-knit towns just like Ponyville. I'm just saying that dressing up as a witch might not earn you much appreciation."

"Oh, Spike, that's silly! They won't take it that seriously. Besides, that kind of sinister creepiness is exactly what ponies expect to see on—" She stopped in mid-sentence as she opened the front door to reveal Rarity, who was in the middle of raising her hoof to knock. "Oh, hi Rarity!"

Ponyville's fashion designer, seeing Twilight's witch outfit, stared for a moment before putting her hoof back down and smiling at her friends. "Ah, good evening, Twilight, Spike. It looks like I caught you just in the nick of time."

Spike jogged up next to his friend, too enraptured by his hopeless crush to notice she wasn't wearing a costume. He also failed, quite miserably, to stay in-character. Realizing this, he removed the mask.

"Just in time for what?" Twilight asked. "Do you need our help with something? Oh! You need some magical assistance with your costume, right? Well, I am ready and willing to offer you any assistance I can."

"No, I'm afraid I'll be unable to attend Pinkie Pie's party this year. Hence, no costume."

Disappointment showed on their faces. "Not coming?" Twilight asked. "Why not?"

"And what do you need Twilight's help with?" Spike added.

"Actually," Rarity replied, looking at the dragon, "it's you I need, Spike."

Spike had heard those words several times in his dreams, so hearing them spoken out loud from the object of his worship stimulated his heart to such an extent that it would have leaped out of his throat if it'd had legs. "Y-you need m-m-me?" he gasped, threatening to levitate off the ground.

"That's right. You see," she explained to both of them, "I've been at work on an order for a set of holiday-themed dresses that are going to be picked up tomorrow afternoon to be used on the first of November, at the close of the Autumn Harvest Festival. But the client just requested a revision, wanting some amethyst and sapphire additions, and they just have to be done tonight! Oh, I'm going to be working on them until morning." She tossed her head with a tad more drama than was truly necessary, then perked up again. "So anyhow, I naturally must go in search of more gems and will be requiring Spike's assistance. If it's not too much trouble, that is."

"Uh, actually, Spike and I are both expected at Pinkie Pie's Nightmare Night party," Twilight explained uneasily while Spike's wildly leaping heart received the news and sobered up. "And Spike's put a lot of work into his costume this year."

"Oh, well that's quite alright," the other unicorn replied graciously. "I can levitate a shovel just as easily as a needle, and if that proves too taxing ..." She examined her delicate hooves. "I can simply have an extra-attentive pony pedi tomorrow afternoon."

"Well, I could come anyway," Spike interjected, even though he hadn't yet worked out the best solution to his dilemma. Enjoy Nightmare Night or assist the most beautiful mare in Ponyville?

"Heavens, no!" Rarity exclaimed, appraising him. "It would be a shame to slap together such an adorable ninja costume and not show it off."

"Well, maybe I could come find you afterwords?" he suggested.

"Trick-or-treating, Spike," Twilight cheerfully reminded him. "I take you every year, remember? You wouldn't want to miss out on all that candy!"

Being so enthusiastically reminded of his age right in front of Rarity, the dragon's face reddened. He didn't mention that the main reason Twilight took him trick-or-treating was so she could pig out on half his take later.

"Well, I shan't keep you from your festivities any longer," pronounced Rarity. She turned and headed off.

"Are you sure it's safe to go gem-finding in the dark?" Twilight asked before the other unicorn could get far. "The time between October and November is when the barrier between the living and the dead is at its thinnest, when all sorts of evil things wander free. At least, that's what the Autumn Harvest Festival was before Princess Luna was banished and it became Nightmare Night."

"I will be absolutely fine, darling!" Rarity called back as she vanished into the dark and her voice was absorbed by the conglomerating fog. "Enjoy yourselves …"

They watched her go. Twilight turned to her assistant and noticed the worried look on his unmasked face. "Like she said, she'll be fine. The whole 'thinning barrier' thing is more myth than actual circumstance." Shutting the door behind them, she started toward Sweet Apple Acres with her assistant in tow.

Spike hustled to catch up to her. "Then how come there are always more reports of strange happenings between these two months than any other part of the year?" he wondered aloud. "Should we be letting her go alone at night?"

Twilight responded with a chuckle. "Why, is Night Mare going to protect her from all the evil things that lurk in the dark?"

"Maybe I will!"

After another affectionate laugh at her friend's expense, she answered his first question. "No doubt Nightmare Night must bring out the prankster in everypony. Plus there's the likelihood that its atmosphere and creepy traditions overexcites the imaginations of the ponies who claim all those 'strange happenings'. And I'm sure a chunk of it is just old mare's tales that settle on Nightmare Night as an appropriate setting."

His fears mostly assuaged, Spike continued with her through the dark and shadowy pathway that led eventually to Applejack's farm.

"Not many jack-o-lanterns this year," Twilight commented.

Upon entering Pinkie Pie's "haunted barn" Spike's first verbal reaction was, "Whoa! When did Gummy grow up!" His question was answered when he saw a miniature Pinkie Pie scuttling across the floor.

The pony-sized alligator's mouth hung open, exposing Pinkie's excited face. "He got peckish and ate a PINKIE PASTIE!" She laughed until her chortles devolved into snorts. "Hiya, Spike." She looked Twilight up and down. "Um … hey, Twilight."

Failing to interpret her friend's less-than-satisfactory appraisal of her witch costume, Twilight replied, "That's, uh … a pretty imaginative costume ya got there, Pinkie." She admired the mass of green material that Pinkie had stuffed herself into, then looked down at Gummy, whose snout was protruding from the mouth of a small Pinkie Pie.

"Yeah, it's pretty cool!" Spike exclaimed.

Pinkie nodded exuberantly. "Yup! I made Gummy's costume the same way, but on smaller … SCALE! Tee-hee! And wait'll you see the rest!"

"The rest?" asked Twilight.

"Uh-huh! There are SO many cool ideas popping out of my poofy pink noggin that there's no WAY I'm gonna settle for just one costume per year. Borrr-ing." She finished her sentence at the same time she finished giving Spike's black outfit a proper examination. "OHMYGOSH! You're Night Mare! I so totally love those comics! I especially like the panels that show her slipping through the dark unnoticed like a … a … like a dark, unnoticeable slippy thing! Oooo, are those real Eskrima sticks?"

"They sure are!" Spike stated proudly.

Twilight raised an eyebrow. "Wait, you mean those are actual weapons you have on your back? Couldn't you have just used cardboard tubes or something?"

"C'mon, Twi' nothing beats authenticity."

"Yeah, Twilight, authenticity!" Pinkie chimed in. "Besides, if any of us is attacked by a zombie pony or something, we'll have a real live superhero to protect us!" The baby dragon's chest swelled at the praise, even if it was only a joke, and before long they had ended the debate and joined the party.

Pinkie Pie, it seemed, was a holiday enthusiast. When it came to Equestria's fright night, her imagination knew no bounds. While a phonograph played organ and xylophone music, there were spiders dropping from the ceiling, cobwebs draped everywhere, a fake pair of hooves reaching out of the apple cider, a fruit beverage that strongly resembled real blood, and she had cajoled some young ponies who weren't trick-or-treating yet to reach out from beneath tables to grab ponies' legs with cold hooves. There was even a patchwork pony hanging by a noose from the barn ceiling with a sign that read, "I am not yet dead." And the food was no exception. A cake, shaped like a dead pony complete with little X's for eyes, had its own carving knife standing up in its back. There was a jack-o-lantern with some treats inside a wide-open mouth that would softly clamp shut, scaring anypony who reached in. Eyeballs popped up in more than one dish, many of which were blanketed with an edible green slime, and the majority of eats were baked into the forms, or iced with the images, of bats, ghosts, jack-o-lanterns, and other things. The only thing that wasn't scary was a tray of cupcakes just sitting in the middle of everything. Spike stared at the un-themed pastries before saying, "I don't get it." and taking one.

But the decorations were only half the fun. The other half was seeing what all their friends were dressed as. Applejack had scraped together some scrappy clothes and hay for her scarecrow outfit, Pinkie Pie had changed into a zombie pony since she was last visible, and Derpy Hooves was decked out in a shimmering white gown with a scrunched halo placed unevenly on her head. Twilight tried to approach her, but when she did, the wall-eyed angel's eyes shifted from two random points to two other random points and she changed direction with a nervous frown. "Hm, that's how I would expect Fluttershy to react," Twilight mused.

Fluttershy, for her part, had her legs and head sticking out of a giant pumpkin and was wearing a hat designed to look like its stem. "Uh, Pinkie ..." Twilight asked, "... is it okay for Fluttershy to be at this kind of party? I know she's braver now, but there's some pretty scary stuff around here."

"Oh, don't worry about her," replied the mad scientist who had minutes ago been a zombie pony. "I asked for her help setting everything up, even hoisting the dummy overhead and putting out the fake body parts. Plus she already knows what all the shock-scares are."

"Ah, I see. Since she witnessed and participated in its construction and setup, none of it's scary for her."

"Thaaaat's right! Besides, she has a defense mechanism." And sure enough, when a vampire Pokey Pierce tried to get her attention, Fluttershy squeaked with terror and retreated into her pumpkin like it was a turtle shell.

Spike bumped into Rainbow Dash who was clad in an accurate imitation of the armor Celestia's Royal Guard wore. He wondered aloud why she wasn't masquerading as a Wonderbolt, and her response was immediate and bolstered with pride: "Dude, if I ever put on a Wonderbolt uniform, it's gonna be a real one, and it'll be because I earned it." Spike couldn't help but respect that. He respected her even more when she recognized Night Mare.

Much screaming and laughing was had, and the time at which most ponies were ready to leave was about the same time the younger fillies and colts were ready to go trick-or-treating. Spike jumped aside as a mummy with a bow on its head, a tiny orange Wonderbolt, and a baby dragon with green eyes barreled past him.

"Hey, Twilight," he said as she walked up to him. "I think I just saw my twin sister."

She giggled. "Yep, too bad it means you and Rarity are siblings. Oh well, tough luck." She laughed again when he pretended to reach slowly for his Eskrima sticks. "Listen, I'm gonna stay to help the others clean up. As you just saw, their CMC helpers bailed and Fluttershy's a little spooked. Do you mind going trick-or-treating by yourself this year?"

"Yeah, sure."

"Great!" She leaned in and grinned eagerly. "Make sure you fill that bucket up to the brim."

Turning away, Spike mumbled, "Nightmare Night certainly brings out the something in everypony."

Rarity shivered as a gust of cool wind crept over her back and made her hair stand on end. Trying to ignore it, she deposited another small load of gemstones into the wagon she'd borrowed from her sister. With her unicorn magic, she inserted the small shovel through the wagon's handle like a stake through a grommet and went in search of more gem-yielding ground.

"This isn't so bad," she said, trying to focus on work and not the ambience of the night. "I managed fine before Twilight came to Ponyville with Spike, so I should have no complaints now."

To be truthful to herself, however, she was anxious to get her haul and be finished. The creaking sounds created by the contraption's rusty wheels and axle, absorbed so silently by the still night, only enhanced an already forlorn atmosphere. That, along with the drifting fog and massive black cloud she could see gathering in the sky, was working to unnerve her.

"Still … it wouldn't hurt to have somepony to talk to."

Princess Luna's silvery orb cast its illumination on every avenue of Ponyville, ensuring safely visible trick-or-treating hours. Spike stopped to chat with those who were hoofing out candy and recognized several younger ponies in their costumes. In fact, right across the road he saw Pinkie Pie's pranksters and failed cleanup crew examining their most recent swag.

Scootaloo cheered, "I got a chocolate bar!"

Apple Bloom chimed in, "Ah got some chewin' gum!"

Sweetie Belle dug out her treat. "I got a rock."

Apple Bloom shrugged off her friend's misfortune. "Oh, well. If that keeps happenin' we'll just pool all our candy. Mahnus all the rocks."

"Why do they keep giving them to me?"

"It's probably because you're dressed as Spike and they think you'll eat them," Scootaloo theorized.

"... Oh, yeah."

"Let's keep goin'!"

They charged off down the road, but just as they did, Spike noticed Dinky Doo happily trotting from the opposite direction. The Cutie Mark Crusaders, blind in their mad rush for sugar, unintentionally left the other filly spinning on the pavement. Falling into a dizzy, wobbly stagger, she eventually got all four hooves underneath her and stopped her eyes from rolling around in her head. But once she'd recovered, her trick-or-treat bad tore open. She stared down at the spilled candy and felt tears threatening to spill over, too.

Spike sighed. He looked down at his half-full plastic candy bucket, far sturdier than Dinky's paper bag. "Well, if I can't be a superhero ..." He jogged across the road, saying, "Hey Dinky! Here, let me get that."

Dinky Doo rubbed her tears away when she saw him coming, but looked confused when he began shoveling her candy into his own bucket. "Um … I guess I should go home and get another bag."

"No, you can keep this one," Spike assured her. "That way you don't have to worry about spilling it all again."

"But then you won't get any candy!"

"I'll grab another bag and hit some last-minute houses. No big deal."

Her overjoyed reaction was worth more than the loss of some candy. "Thanks, Spike! You should come over later so we can share it."

He waved, watching her gallop away from him down the wide avenue of houses, the little filly clearly delighted with this year's Nightmare Night experience. With ponies peering out of lit doorways, watchful of trick-or-treaters, it was actually a pretty nice evening. At least until a transformation overtook the pastoral scene. The entire street, at first bathed in silvery light, faded until he couldn't see Dinky Doo or the farthest houses at the end of the block. Looking up, he could just barely see the moon's fringe of light shrinking behind an incoming cloud bank before it became impossible to see where the moon had even been.

"Dude … that's creepy."

Despite the odd weather conditions, and due to the likelihood that Rainbow Dash was scarfing down candy somewhere instead of fixing the problem, he had sweets to collect. And the library wasn't very far. But after only a few steps, something else occurred to him. He looked into the all-encompassing shadows that hunkered on the south edge of Ponyville where, about a kilometer out, Rarity would be hunting for jewels. If he could hardly see to the edge of town, how would she be able to see anything? Spike sighed, realizing that his third Nightmare Night in Ponyville was going to be a bust. But that was just fine. If a small amount of candy was worth making Dinky Doo happy, it was definitely worth making sure Rarity was safe. Changing direction, he headed off into the dark.

Pinkie Pie, now dressed in a leather jacket, a satchel, and a brown felt fedora with a bullwhip secured to her flank, came bouncing over to Twilight and Applejack as the unicorn finished levitating some collapsible tables into the storage shed and stood back to let the earth pony to shut it. "Hey Applejack!" she bubbled, never ceasing her bouncing. "Thanks for letting me throw my party here and fill up your barn with all my creepy-crawly Nightmare Night deco!"

"Sure thing, Sugarcube. An' creepy-crawly is right. Some a that stuff was … eugh." The farm pony made a face.

"And Twilight, I'm so glad you decided to stay and help. Especially hanging Mister Stuffy in the tree by the farm entrance so any visitors can see him." Ignoring the "what now?" from Applejack, she continued, "I would hang him up at Sugarcube Corner, but Mr. and Mrs. Cake kinda don't like my Nightmare Night decorations ..."

"It was my pleasure," Twilight replied with Canterlot-educated class. "Yeah, I saw the decorations they have up over at Sugarcube Corner. They're a lot cuter by comparison. Oh, by the way …" She glanced around at her friends. "Can I ask you guys something kinda weird?"

"Sure thing, Twi," said Rainbow Dash, landing nearby. "What's up?"

"Well … all the other ponies have had some … adverse reactions to my witch costume. Any chance you know why?"

"Uh ..." Applejack rubbed the back of her neck nervously. "Well … witches are typically known to represent bad neighbors, Twi'. An' what ah mean by that is ..."

"What she means is," Pinkie jumped in, "the concept of witches came from little communities where ponies were convinced that all their meaniepants neighbors were putting a bunch of ugly curses on them!"

"And 'round here, in a small town like ours, ponies are a might sensitive to being reminded," Applejack completed.

"Wait, but Cloud Kicker was dressed as a witch just last year!"

"Yeah, but your witch costume is really convincing!" Pinkie Pie answered again. "Remember what Spike said about authenticity?"

"Oh, yeah … No doubt he would have fun pointing out that he was right again." She smiled and rolled her eyes. "Speaking of which, I hope he's having fun trick-or-treating … visiting lots of houses … getting that bucket nice and full …" She realized too late that she was drooling and hurriedly slurped it back in, only to find that all three of her friends were staring at her with mixed reactions of disgust. "I had some candy-corn last year and got addicted!" she pleaded. "I … forgot how good it tasted since I was a filly …"

Rarity was thoroughly disturbed at how quickly the mantle of darkness had descended on her. Those thick black clouds from earlier had completely blocked out Princess Luna's nighttime light. "There now, I think that's enough," she said aloud to embolden herself. "I've plenty of amethysts and vampires—I mean sapphires!—heh heh … for all the ensembles plus some other assorted gems to ax—add to my inventory. Definitely time to return home. Where it's nice and safe."

She marched toward Ponyville, far more aware than she would like to have been of the noise made by the wagon on the rough terrain. She gasped when some rocks shifted nearby, moved by an unseen watcher. Gulping down her fear, she pressed on. "Perhaps I shouldn't have turned down Twilight's offer so quickly. Some company would be most welcome …" Staring ahead, she couldn't even make out the silhouette of Ponyville against the unlit sky. "Particularly the fire-breathing sort. "Oh, yes," she remembered, "Spike was the first to offer. Twice."

Suddenly, something heavy landed in her wagon. She spun to see a creature standing in it, hissing at her. With a scream, the unicorn took off, yanking the wagon out from under the demon's feet. Another shadow jumped into her path with a snarl, so she jerked left for an open route that would take her to safety. But her hooves caught on something, bringing her to a halt. Not by tripping her, but by causing a lashed-together collection of sticks to spring up out of the ground before, behind, and on both sides of her. Her eyes darted from one part of the booby-trap to the next as they all snapped into place. Outside her cage, the wagon's handle plowed the dirt until it brought the contraption to a gentle stop.

Rarity whirled when she heard her attackers approaching. Heart thundering, she watched three sets of menacing eyes appear in the darkness and come toward her. They were accompanied by evil snickers that were infused with the wicked delight of predators who had just gotten their claws on some valuable prey.

"H-h-how dare you. R-release me at once!"

Not listening, the creatures lumbered up to their trap until they were close enough for her to make out the three Diamond Dogs she had encountered earlier in the year. The leader grinned mischievously. "Happy Nightmare Night, pony."

The big dog leaned in and quietly corrected him. "'Miss Rarity'."

"Now, about that dummy." Applejack indicated the stuffed pony that was swinging from a tree by the entrance to Sweet Apple Acres. "Ah know it's a Nightmare Night deceration an' all, but havin' a pony swingin' from a noose ain't exactly the first thing we want others t'see when they're showin' up at our home, ya hear?"

"But AJ, it's Mister Stuffy!" Pinkie pleaded.

"Maybe you should just increase the, uh … the Nightmare Nightiness of the scene by putting some jack-o-lanterns all over the place," Rainbow Dash suggested. "That'll make it obvious it's just a decoration, right?"

"Sorry, but we ain't got that many pumpkins this year."

Twilight's ears perked up. "Oh yeah, I noticed that. Why so few?"

"Here, lemme show y'all." The earth pony led her friends to the section of farmland that the Apple family had reserved for the pumpkin patch. There were pumpkins in it alright, but they were small and unhealthy-looking. "Just couldn't get the darn things to grow fer some reason. Ah can't figure it."

"WOOO-oo-oo-oo-ooo!" All ponies jumped in shock at the sudden outburst of noises, but understood when they saw Pinkie Pie was just draped in a ghost costume now. Applejack was about to dismiss it as Pinkie being Pinkie until the pink pony exclaimed, "It's my Pinkie Sense! Spine shiver, tooth chatter, knee buckle." The quick-change party pony pulled off the sheet and cheerfully announced, "That means something evil is about to happen!"

"Evil?" Twilight laughed. "Pinkie, I think you're just letting the Nightmare Night atmosphere make you exaggerate. That combo probably just means something spooky is about to happen. And it is Nightmare Night." She turned to the less-than-fertile pumpkin patch. "Now, I believe I have a spell that can fix this for November first."

Rarity stared back at the Diamond Dogs as they glared greedily at her.

"Ah," she said, her voice as flat as her face. "It's you again."

"Ohhh, yes," the middle dog sneered with that voice that made it sound as though his cheeks were stuffed with cotton. "And this time, we're not giving you up just because you're annoying, pony. Not only are we going to make it impossible for your friends to find you, but we have a new plan that ensures you will find lots and lots gems for us."

"You do remember how it all went last time, don't you?" Rarity inquired while casually examining her hooves to make sure there was no dirt on them from the trap. "The working conditions were horrid, you're manners left quite a bit to be desired, and as I recall ..." She drifted off as movement from the Diamond Dogs caught her attention. "What was that?"

The short Diamond Dog spoke through his sniggering, "Your whining and crying won't make any difference this time, pony! We have something new."

The big dog muttered to his short companion, "I like Rainbow Dew, too."

"And ... what's this new tactic you have?" Rarity asked, although she had already guessed the answer.

The medium dog plucked two foam objects from his ears. "Earplugs!"

"Ear … earplugs?" Rarity's eye twitched. Such a simple solution could have her stuck back in those dirty underground tunnels until she figured out yet another means of escape, which would definitely put her behind on the order she was soon due to deliver.

"Yes, earplugs," said the middle dog, jamming them back in. "So THIS time, Miss Rarity, you can complain, you can whine, you can sob, you can do whatever you want, and we can—"

"You can leave her alone!" a voice cried out from behind them. The Diamond Dogs turned to see what looked like a dragon-pony hybrid with two green eyes standing out from total black. He stood defiantly out in the open with his fists clenched and his gaze threatening. He was ready for action and daring them to make a move. The dogs burst out laughing.

"Spike ..." Rarity whispered. He could get himself hurt if he didn't run.

Spike, for his part, hadn't intended to look silly. He'd hoped that his sudden appearance would make them hesitate at the very least.

"BWA HA HA ha ha!" the big dog guffawed. "Someone forgot to take off his pajamas!"

"He looks like a kitty-cat!" shorty added, holding his stomach.

The big dog looked shocked. "A what?"

"A cat."


"Spike! Go get help! They'll hurt you!" Rarity yelled from her trap.

"Listen to your pony friend," said the middle dog. "Except about getting kelp. I don't know why she wants it now of all times. But anyway, you can't do anything. So run back to Ponyville and your fake pony mommy. This pony is ours."

"I … I'm not going anywhere," Spike replied, wishing he had as much courage and ability as Night Mare.

The short dog chuckled, "He's too dumb to figure it out!"

Spike stared at the ground, feeling his face sting behind his mask.

The leader gestured. "You two, go make sure he doesn't get in my way."

"Can I tell her about the earplugs?" the big dog asked.

The leader grabbed his ear and shouted into it, "Keep him out of the way! Beat him up as much as you want. I will take the pony down and lock her up until we are ready."

"NO!" Rarity screamed.

As shorty and the big dog made their way toward Spike, the leader turned to their captive. Spike could clearly see what was about to happen: he was about to get his ass kicked, and his beloved Rarity was going to be dragged underground and made to do their dirty work again. But as long as he was here, there was a slim chance they would not. Feeling his determination rising, he reached back, gripped the handles of his Eskrima sticks, and slid them free with a swift whoosh of air. Okay, reality check, he told himself. I'm nothing more than a baby dragon in a Nightmare Night costume fighting three huge dogs. But these guys want to kidnap Rarity, so … He sighed, feeling an unexpected sense of calm overcome him. Lack of superhero strength notwithstanding, I've definitely got something to say about it!

The two Diamond Dogs approached the baby dragon ready to pound an easy target, but to their surprise, found themselves just as quickly on the retreat. They backed up from a whirl of blows that struck them with a gusto they couldn't match. Spike had fought them all off before, but this time it was a little different. This time he had weapons and a strength born of adrenaline. Once they were both out of the way, he charged the third Diamond Dog with all the speed his stubby legs could muster.

As the lead dog was staring down his captive, he felt something slam into him from behind. Before he knew it, his face was jammed in between the bars of the cage he had helped build, and he was face-to-face with his captive pony. Her own features conveyed surprise, but quickly changed into an evil smirk right before his eyes. Turning on the spot, she curled up her hind legs and, as the dog uttered a small whimper, bucked him hard.

The dog landed between his comrades and sat up with two fresh hoofprints on his face. "This is ridiculous!" he bellowed. Getting up, he pointed angrily at the costumed dragon standing between them and the cage. "He's just a baby dragon!"

"Then how come you're getting your butts kicked?" Spike taunted, heaving slightly from exertion.

Two of the dogs growled. The leader shouted, "You dumb dragon, I told you to go away!"

"You heard me," Spike replied. "I'm not going anywhere."

The big dog interjected, "I didn't hear him."

"What's wrong with you?" the leader shouted at his diminutive nemesis in disbelief. "You are going to get yourself killed for one pony!"

Spike cocked his head at them. "And three jerks who think it's okay to kidnap a lady ..." he paused while his breathing returned to normal, "... just so you don't have to work your own asses off? And you wanna know what's wrong with me? I think I'll stick around. Or better yet, how about you guys leave before anyone really gets hurt."

"I think he's afraid of getting hurt!" said shorty.

"Yeah!" the big dog agreed. "Get him!"

All three dogs advanced on him this time, and Spike had no choice but to step back into the melee, swinging away. This time he wasn't so lucky. Blows landed on him from all sides and all he could to was hammer back at anything within range. But he also had thick scales. In fact, he'd been hit by a rock before whereas these guys had nothing more than clenched paws. Unlike the rock, however, there were a lot of those clenched paws, and they were all around him and landing endless blows. Still, every time they pounded him into the ground he would be back on his feet in seconds, still windmilling his arms and fighting them off.

Until he got hit with another, slightly larger, rock. The little dog bounced it off his head and as soon as his face hit the dirt, more savage blows rained down on him to keep it there.

"Hit him until he can't move!" ordered the light gray Diamond Dog. "I'll get the pony."

"A pony who's had quite enough of this!" Rarity snarled from behind her bars. Her horn glowed with unicorn magic, and the walls of the cage followed suit. But just as she was about to unhinge the cursed thing, the Diamond Dog pulled his next ugly trick: he threw a clot of mud at her face.

Spike's eyes snapped open and zeroed in on Rarity's shocked, offended, mud-caked expression. His mind became as hot and clear as scalding water, and with no small amount of effort, he pushed himself up against the blows of the two muscular dogs. But then a tail swept his feet out from under him and he was back in the dirt, still being pounded.

"Not so fast, pony," the dog said, scooping up another pawful of mud. "You can't use magic when you're surprised, can you?"

The white unicorn's face reddened with humiliation and fury, followed by another magical charge from her horn. The dog hurled his next clump of mud, but this time it sprayed into a dry burst of dirt an inch from her face. He stopped and glanced back and forth, suddenly unsure.

"Didn't he warn you ..." Rarity said through gritted teeth, "... that someone would get HURT?"

The cage tore itself apart. She hurled the resulting mess of sticks into the Diamond Dog, shoved him into his companions, and launched all three of them off into the dark. They could be heard landing with a crash, which was followed by sounds of frantic digging.

"Could've done that last time, but it would have been most unladylike," said said, trotting up to Spike. "Spike? Are you alright?"

"I … I think so." Spike pushed himself off the ground and looked up at her. He noted the concern in her eyes as she took his chin in her hoof. And at her touch he thought fleetingly that this, here in the dark, was the special moment in his life when the mare of his dreams would be so taken by his devotion and bravery that she would be moved to tears. He had dreamed about this. A second from now she would lean in closer and … Then, having assured herself that her wannabe savior was unhurt, she retracted her hoof. He remembered suddenly that he wasn't a hero. The lack of romantic passion in her next words confirmed it.

"Oh, thank goodness! I was so worried for your safety. Why, if they'd hurt you badly I don't know if I would've been able to bear it!"

"Yeah. I'm fine," he said with a halfhearted grin. "So, uh … I guess you didn't really need me."

"Nonetheless, you were very courageous. What do you say we get where it's safe, hm?" With a kind smile, she trotted over to the wagon.

What the hay, Spike thought to himself, If I can't be a superhero … "Here, I'll get that. That magical blast took a lot out of you." He rushed forward and grabbed the wagon's handle.

"Yes, it did actually. But only if you're one hundred percent alright, and certain of it."

"Thick scales," he told her, glancing at the ground. "Can't feel a thing." Reducing himself once again to the cute little helper, he pulled the wagon after him, following Rarity back to Ponyville. At least it was clear that she cared about him. Just not in the way he'd been aspiring for so long. "... Can't feel a thing."

Twilight hunched forward, straining with all her might to infuse her magic into the unyielding pumpkin patch. The orange and green vegetation sparkled and glowed in the night. "Come on, guys, this isn't much different from turning an apple into a carriage. Just grow a little."

"Is this a spell yer familiar with, Twi? Cuz' ah got a mighty unsettlin' feelin' here."

"Oh hush, everything will be fine. This is too simple to mess up."

"Twilight, I reeeaaallly think you should sto-o-o-op," Pinkie said, still vibrating from her Pinkie Sense.

"You're all being silly. Besides, I've almost—" Then something broke. It wasn't terribly noticeable, but she could feel it like a tiny hole in a waterbed: a barely-felt puncture, then a slow spreading of coldness. Something that had been resisting her magical influence now pushed back, breaking through some barrier she hadn't even detected until it was breached. A force that managed to send sticky, icy, and putrid sensations through her mind all at the same time began worming its way toward her. She opened her eyes and saw the feeling manifested in front of her. A black, ugly tendril of something … not dark magic, but something was crawling out from the middle of the pumpkin patch and permeating her own magical glow. She broke her spell off before it could touch her.

Applejack backed up, but not so far that she wouldn't be able to help if there was trouble. "Uh, Twilight? Is that somethin' yer doin'?"

Rainbow Dash gaped at the ethereal image. "What is it?"

"Toldja," Pinkie whimpered.

Twilight couldn't respond to her friends. All she could think about just then was the ancient myths of All Hollow's Eve and its age-old traditions that had been adapted by ponies to fit Nightmare Night. Then she heard the clanging of tower bells. She had been so absorbed in her spell that she hadn't even noticed the changing of the hour. Looking up at Ponyville's clock tower, she saw that it was indeed twelve AM. The end of the warm half of the year and the beginning of the cold half, the exact point between October and November, the point between the two months when the barrier between the living and the dead was at its thinnest, when all sorts of evil things came through and wandered free.

Then she heard the first low growl.

"Spike, you look somewhat upset. Is something the matter?"

"Huh? Uh, no. Nothing's wrong."

Rarity halted, which forced Spike to stop as well. "Oh, please, Spike. My passion in life is taking in every individual pony's personality at a glance and figuring out what will raise their spirits. I can see you're upset over something as easily as I can see your eyes through that mask." She stood in front of him. "Please, tell me what's wrong."

Spike stared down at her hooves, wondering how to put this into words. Or more importantly, how he could avoid this conversation. He probably couldn't. Removing his pony mask and peeling back the ski mask, he said, "I … I failed again."

"What do you mean?"

"This was just like the last time the Diamond Dogs tried to take you. You remember what happened, right?" He looked up at her. "I tried to rescue you and ended up being useless."

"You weren't useless at all, Spike," Rarity assured him. "Not then, not now."

Spike considered the influence he'd had on both incidents. "Yeah, I know."

"Then what is it? What's really bothering you?"

"You don't want to hear it."

She lowered her head a little and gazed at him evenly. "Try me."

Spike decided he couldn't back out without leaving an uncomfortable distance between them, nor could he tell her the complete truth without being brutally honest. Careful not to tread too harshly, he began, "Well … the first time, I jumped into a fight with three guys who were all bigger than me. Then I ran out of breath going back to Ponyville for help without stopping, and when I figured out how to get us all down into the tunnels to save you, it involved sacrificing that jewel you'd given to me, which I'd kinda been wanting to hold onto. Then I also figured out how to find you once we were in the tunnels, and when we charged in to rescue you, it turned out you hadn't needed me at all." He noticed the slightly hurt look on her face and quickly added, "But I'm not mad at you or anything! And I definitely don't want to make you feel bad." Speaking with a grin to let her know everything was okay, he continued, "In fact, every choice I made was so obviously the right thing to do that I can't think of anything I would've done differently, and I didn't even care about getting any thanks." His grin wavered. "It would've been a great day, but …"

"But what?" Rarity prompted him. "Go on, Spike, tell me."

"It's when we were headed back into town," he said tentatively. "Earlier in the day, all you had was enough gemstones to fit in one little wagon and considered it enough to spare one for me. But when we had about a hundred times that many, you didn't even think about it, didn't thank me once, and even took away the one I was in the middle of eating. So after everything I'd done throughout the rest of the day, it … I guess it kinda made me feel unappreciated. Like nothing I did had mattered."

"Spike ..." Rarity came forward and placed her hoof on his cheek. "Spike, I never meant to make you feel undervalued."

"I know," he assured her. "But to be fair, I guess you were distracted a lot, what with being forced into labor and thinking about what you would do with those gems."

"That's no excuse," she said primly. "And it was most certainly not fair to you. Because you're right, you did so much for me that day, as well as tonight, and I never even thanked you, not once. You were very brave and heroic. Now, allow me to thank you the right way."

The right way? Spike wondered.

"Look up at me and close your eyes," Rarity softly instructed.

Spike did as told. He wasn't sure if Rarity had in mind what he was praying for, but just in case he pursed his lips and waited for it to come. He remained with his mouth pointed up like that for an indefinite length of time.

Finally, he heard Rarity say, "Do you hear that?"

The singing of angels? Spike thought. Aloud he said, "Hear what?"


The screaming of angels? Spike opened his eyes to see that Rarity wasn't even looking at him, but had turned her gaze north. He straightened his face out, hoping she hadn't seen what he'd been trying to do. "What do you think's going on?"

"I think we had better get back to town with all due speed. Come along, Spike. Leave the wagon. I've got a bad feeling about this."

Fluttershy could not believe what she was seeing. Ponies were running past her, and on their heels was the most atrocious sight that had ever set foot, or in this case vine, in Ponyville. Behind the stampeding ponies, a wave of monstrously large pumpkins was treading its way through the streets, weaving their long, gangly vines in search of prey and gaping their enormous, snarling mouths, which dripped with pumpkin juice.

The nature-loving pegasus could not even overcome her terror enough to move, not even enough to hide inside her pumpkin costume. And then the monsters had reached her position. She tilted her head back and let out the loudest, most drawn-out scream of terror in her life. It lasted for the entire length of time that the pumpkins swarmed up to her, crawled over her, and … passed her by.

When her scream ended, she was breathing hard. The first thing she noticed once her mind had recovered from the terrifying ordeal was that she was unharmed. "Well …" she gasped with relief, "that was—" But she stopped in mid-sentence when she noticed there was one more horrible pumpkin monster crouched directly in front of her. Her breath caught in her throat and as the beast raised its vines, she prepared for the end.

Then the pumpkin knelt. One set of vines formed a heart, and another set offered her a bouquet of flowers. "Oh, my."

Rarity raced into town with Spike on her back to find the entire place overrun with panicking costumed ponies all dashing about in different directions. The first pony they ran into was Daisy, who grabbed Rarity and shouted, "The horror! The horror! And I mean it this time!" before running off again.

"There's Twilight!" Spike pointed.

Twilight Sparkle pulled her face out of a book she was levitating and looked at them with frightened eyes as they approached. "It wasn't my fault!" she cried. "There was no way I could've known! Not unless I had taken the traditions seriously …"

"Twilight, darling, just relax," Rarity calmed her. "I'm certain none of what happened will be blamed on you. Just tell us what's happening."

"Well, it started out pretty simple. Applejack needed her pumpkins to grow. So I used a normal growing spell, but ..." Spike and Rarity waited impatiently. "... But I touched something in the dark," she whispered ominously, her voice tinged with dread. "The barrier between the living and the dead is thinnest at this exact time of year, and when that barrier broke, it touched the pumpkins and turned them into … into ..."

She was drifting off, so Rarity and Spike encouraged her, "Into what?"

"Into THEM!"

They followed where her hoof was pointing, and sure enough, what they saw was sufficiency horrifying to throw an entire populace into a mad state of terror. Huge pumpkins monsters were clambering all over everything with vines like long, crooked spider legs. Their bodies were split by jaggedly-cut mouths that growled and slavered, hungry for ponies.

Rarity and Spike could only stare in shock as a pumpkin caught Lyra around her waist and stuffed her into its wet, squishy maw. Applejack fought in the town square, bucking attackers from all directions until a swarm of nearly ten monsters overpowered her. Carrot Clop was halfway into a pumpkin's mouth, stretched between it and Firefly's hooves as the pegasus tried to pull the earth pony out before a vine snaked up and grabbed her, pulling them both in. And in the middle of it all, Berry Punch was hiding behind a barrel, desperately chugging down a supply of liquor she held protectively in her forelegs.

A familiar scream was heard. Spike saw Pinkie Pie, costumeless now, being raised into the air with her hooves flailing so fast they were a blur. He cried her name, but the beast had already dropped her into its open mouth. Rarity held him back when he tried to go help.

"Spike, no! You'll be eaten, too!"

Spike didn't struggle. Instead, he turned to her and firmly removed her hoof from his shoulder. He pulled up his ski mask and applied his pony-face mask as he spoke. "Rarity, Twilight, I may not be a superhero, and I may not know what evil lurks in the dark. But what I do know is that Ponyville is presently packed with a precocious patch of peckish pumpkins that need to be pulverized. Pronto." So saying, he whipped out his Eskrima sticks once again, about-faced, and charged at the monster that had just swallowed his pink friend.

The mutated pumpkin never saw him coming. It's hide yielded surprisingly easily to the blows from Spike's weapons, and before he could even hit it three times, the entire thing split open to reveal a goo-covered Pinkie Pie on her back, still screaming and waving her legs in the air. She froze and, realizing she was okay, sat up. "That was awesome! You gotta try it, Spike!"

"Um, I think we have other priorities, Pinkie."

She glanced about at the screaming Ponyville citizens. "Oh yeah, I guess you're right. Nice alliteration, by the way," she added as he ran off.

Confident now of his offensive ability, Spike rushed the army of pumpkins that scoured the town. He swung left and right, hammering their breakable skins. Ponies spilled out onto the streets in waves of orange mush. The ones that came out in pairs clutched one another and shuddered from their ordeal. "There's a suspicious one," he said, spotting one that was just sitting in the middle of everything and shaking. But instead of a wet crunch, his sticks hit it with a crack, and it split open to reveal a dry, terrified Fluttershy. Shrieking, she charged away, clearing a path through ten or fifteen pumpkin monsters, splattering them against houses and buildings.

Twilight Sparkle, meanwhile, was pacing back and forth in the chaos with her nose in the only book she felt had any answers. "Ohhh, this is terrible! Our library is so understocked that I'd have to order more books on ancient Autumn harvest festivals to find a solution, but they're all millennium-old texts, so I'd have to take the time to translate them, and by then—"

Dash flew down, interrupting her. "Twi', you've got hooves and magic! Why don't you just help us beat the snot outta these guys?" She flew off to haul a pumpkin up into the sky.

"Yeah, ish fun! Hit da pumpkinzh, ten poinsh," said Berry Punch, hurling one of her empty liquor bottles and striking a monster. "Weeee!"

"Now Twilight, you figured out how to defeat Nightmare Moon and Discord," Rarity calmly urged. "So I'm sure you can work out a solution to this fiasco as well."

"That was different! Those were Equestria-wide catastrophes that required the Elements of Harmony! This is still bad, but not so bad that—"

Their attention was drawn into the thick of things when Spike called out. "Hurry up, Twilight! I can't fight these things forever!" He brought both sticks together and struck a downward blow, splitting an entire pumpkin in half. Roseluck was inside, covered in mush. Before he could say anything to her, a set of vines lashed themselves around his waist. Roseluck jumped forward to help, but he had already been lifted out of reach, ready to be eaten.

"I don't think so, pal." Sucking in a deep breath, he exhaled the hottest plume of flame he'd ever made before, burning away the vines and scorching the pumpkin's skin. It dropped him and scurried away, yelping.

Twilight breathed with relief at the sight, but something she had said aloud moments ago was also stuck in her head. "Not so bad that … We don't need the Elements! That's it!" she cheered. Taking a stance, she said to Rarity, "My Fail-Safe Spell should work just fine."

Just as she was charging it up, Rarity was snatched away from her and held up over the gaping, slimy maw of a mutated pumpkin. The fashion designer screamed, more at the thought of ending up somewhere gross than at being eaten.

With a yell, Spike leaped at the thing with the sticks-together move he'd used a moment ago, creating a crack that bisected its entire body. The two halves fell to either side and Rarity landed safely on her hooves between them. Checking herself for slime, she turned to Spike and a grateful smile warmed her face. Spike, knowing from Twilight that his job was over, pulled off his disguise and smiled back as his lavender friend's Fail-Safe Spell swept the entire town and its outskirts, returning each and every pumpkin to its original state and freeing the ponies that had been gobbled up by them. He couldn't help but notice how beautifully the light from Twilight's horn illuminated Rarity's features.

"And who do I have to thank for saving me from that dreadful thing?" she asked demurely.

"Just your friendly neighborhood dragon," Spike replied, turning a little red.

By now, ponies were getting to their hooves making sure they and their children were alright. The mayor was calling out to establish a system of ensuring everpony was accounted for. Big McIntosh returned with a cart full of young colts and fillies that he'd run off with to keep safe.

Rarity expressed a charming laugh at Spike's rejoinder and started toward him, but had only taken one step when Pinkie Pie placed herself between the two with a flash, her eyes full of stars. "Spike, that was so awesomely, fantastically, amazingly, magnificent! Those mutated pumpkin guys didn't stand a chance, 'cuz you were fighting them like a real superhero! They were like, 'RAARRRGH,' and you were like, 'I don't think so!' and they went, 'RUN AWAAAYYYRGH,' and you were just hammering them left and right against totally overwhelming odds! And d'you know what the coolest, most awesomest thing of all is? I have always had this fantasy about being saved by Night Mare!"

She lifted him off the ground with his face between her hooves and kissed him harder than he'd ever imagined being kissed. His tail and spines stiffened, his Eskrima sticks clattered to the ground, and his mind exploded with fireworks. Rarity and Twilight could only stand nearby looking taken aback. When Spike was set back down, he had a hard time standing on his own two feet. But he had an even harder time stopping the goofy grin from spreading across his face. ... I think I've been after the wrong filly all this time ..." he thought dazedly.

"Yah, Shpike, thawush rillee hurrooic," Berry Punch slurred, wobbling over to him. She lunged at him, but missed and planted a sloppy kiss on Twilight's knee instead. The lavender unicorn blushed. But she jumped when Daisy rushed up and pointed a hoof in her face.

"This was your doing, wasn't it?" she demanded. "You cursed our town because you're an authentic, vengeful witch, and this is the time of year you can expose what you really look like!"

"No … No, I didn't," Twilight replied, bewildered.

Daisy faltered, glanced around, and timidly scraped the dirt with her hoof. "Um … are ya sure?"


"Told you, Twilight," Spike said after recovering from his mental explosion of bliss. "These are the same ponies who freaked out over a bunny stampede." Sobering up a little more, he realized what had just happened and looked for Rarity's reaction. He was gratified when she leaned out from behind Pinkie Pie and gave him a wink. "So, anyway, thanks for the comparison, Pinkie. But I'm no Night Mare."

Twilight was currently helping Berry stand on her own four hooves. "Oh yeah, Spike? Then who are you?"

Pulling his head gear back into place, Spike scooped up his Eskrima sticks and slid them into their sheaths with two satisfying knocks. Pinkie Pie stood by in anticipation with pompoms and a cheerleader costume, ready to launch into an improved cheer. Voice infused with dramatic flair, the young dragon declared, "I'm Nightmare Spike!"