Welcome to my second My Little Pony: Friendship is Magic. I can't believe that I came up with another story. The first is Cutie Mark Crusaders Conundrum. I should probably finish up that up first, but sometimes I have to get things down or they'll fade away like snow in spring. Poetic I hope. Anyway, I hope that everyone (pony) will enjoy this. Drop a review or pm is you wish. Just let me know what you think. As for what this story is about…

Princess Twilight and Spike are enjoying a lovely fall day when Fluttershy comes running through Ponyville like a legion of changelings are after her. After they are able to finally stop her from panicking, they find out that there is a strange creature in the woods near her house. Little do they know that investing this strange creature will fling them into a land beyond the borders of Equestria and into a heap of trouble.

Chapter One:

Flutter Fly!

Swirls of leaves and loose grass twirled through the chilly morning air. The Pegasi had to make it a blustery day to knock down the rest of the leaves in preparation for the coming winter. The Running of the Leaves was a great success this year, but many of the trees decided to hold to their leaves. Mares and stallions across Ponyville were doing their best to get the leaves down, but out of the all the suggestions the Pegasi came up with the best. Though the ponies of Ponyville would have to deal with the turbulent winds for a day or two, they could at least go about their day.

"Come back here!" Daisy went galloping after her run away basket full of autumn flowers.

With a smile, Twilight Sparkle surrounded the blowing basket with her magenta magic, "Here you go," she gently floated it towards Daisy.

"Oh thank you Princess Twilight," Daisy caught her breath as she gave a little bow.

Twilight blushed, "You know that you can just me Twilight."

"That wouldn't be proper," Daisy bowed once more, "You are a Princess after all," she took her basket in her mouth and headed down the street.

Twilight rolled her eyes with a sigh, "I don't know why every pony is insisting on calling me Princess. I really haven't changed since I've become an Alicorn. Have I?" she looked down to Spike.

Spike looked up to her in disbelief, "Really Twilight? You haven't changed? Let me think," he started to sarcastically ponder, "You've found the Elements of Harmony that you used to defeat Nightmare Moon which reunited Princess Celestia with her little sister Princess Luna… You've defeated the embodiment of chaos known as Discord… You've saved your big brother's and Princess' Candace's wedding from a horde of Changelings… You were able to create new magic by helping your friends with their mixed up Cutie Marks, which then turned you into an Alicorn…," he went on.

"Are you done yet?" Twilight looked down to him with a glare.

"No, no. I still have a few more," he smirked, "You and I went into another world to retrieve your Element of Harmony from an evil Sunset Shimmer…"

"She wasn't evil," Twilight corrected him, "she just didn't have the advantage of good friends like you and me."

"Fine," he rolled his eyes, "And last but not least, you took on all the known Alicorn magic that you tried to use to defeat Tirek, but ultimately had to give it up to save me and our friends… even Discord," he huffed, "and find six magic keys that unlocked a crystal chest that the Tree of Harmony gave you and turn you and the others into Rainbowized version of yourselves to defeat Tirek, which released all the magic he stole and saved Equestria from absolute destruction…," he took in a deep breath, "And then the crystal chest gave you a crystal palace and you were named the Princess of Friendship…," he twirled for a moment as he tried to catch his breath.

"Now are you done?" she waited for anything more he had to say.

Spike opened his mouth as if to say something, but was still out of breath and fell over instead.

"Oh Spike," she gently smiled, "Come on," she lifted him onto her back, "We're supposed to meet the girls Sugarcube Corner to discuss the preparations for this year's Nightmare Night. Princess Luna is coming and I want to make sure that everything is perfect for her visit," she trotted with pride as she thought of all the work she had painstakingly done, "She sounded really excited about coming and scaring the little colts and fillies again," she giggled.

"Luna excited? That's scary," Spike was skeptical.

"Oh Spike," Twilight hushed him, "Princess Luna just has a harder time showing her feelings…"

"She has about as many feelings as a rock," Spike whispered under his breath.

His comment didn't escape Twilight's ears. She turned back to him and gave him a harsh glare. He just smiled in embarrassment as his cheeks turned red. Rolling her eyes, she just started back down the way towards Sugarcube Corner.

There were a lot of ponies out getting their outdoor things tied down or taking them inside. They would stop what they were doing to greet and bow to Twilight as she passed. Her cheeks grew redder and redder with each pony's bow. She picked up her pace to escape from the admiring eyes. Quickly ducking down an alley way, she caught her breath. Though she had been a Princess for some time now and she had found what she was supposed to do, she was still never comfortable with every pony treating her differently. Spike always toward her to go with the flow, but it just didn't feel right. She may have been an Alicorn, but she still wanted to be treated like the Unicorn she used to be.

"Let's just go the back way," Twilight falsely smiled at Spike.

He only rolled his eyes as they made their way down the alley. He just wished that Twilight would stop being so embarrassed by all the attention. It was no use though. He knew that eventually she would learn to accept her true role and that he was right all along. Until then, he was going to have to go with it.

"See," Twilight emerged from the safety of the shadows, "We made it here in no time."

"We could have gotten here faster if you flew," Spike pointed out as he got down from his back.

Twilight looked back at her wings, "Right… flew…," she sighed.

She was much better at flying, but like Fluttershy she preferred to stick close to the ground.

"TWILIGHT!" Pinkie Pie yelled from the top of Sugarcube Corner, "I'VE BEEN WAITING FOREVER!"

"I'm ten minutes early," Twilight shook her head with a smile.

"I know!" Pinkie suddenly appeared before her, "But I've waiting for this day ever since we all agreed to meet here to prepare for the Nightmare Night! I'm just so…," she tried to contain herself, but with little success, "EXCITED!"

She exploded into the air with confetti and streamers flowing from her.

"This is your favorite holiday," Twilight couldn't help but giggle.

"Well duh. It's BEST holiday EVER!" she bounced up down, "You get to dress up in funny costumes and go around and get free candy and get the frosting scared out of you," she grinned, "Not to mention all the fun games and great food and did I mention you get FREE CANDY?"

"You did," Spike folded his arms.

"I'm just so EXCITED! I wish it was Nightmare Night already," she disappeared into the store in a flash, "See!" she reappeared dressed like chicken, "I've already got my costume ready," she smiled her silly little way.

"Umm… Pinkie Pie?" Twilight pointed out, "Weren't you a chicken last year?"

"Oh Twilight," Pinkie laughed, "This may look like a chicken costume, but in fact I am going as 'The Chicken Who Crossed the Road'. I was just a plain old chicken last year, but this year I'm the world's oldest joke about poultry. What do you think?"

Twilight was actually a little surprised by the creative response, "That's… a great costume Pinkie… very original."

"I know, right?" she disappeared and reappeared without her costume, "I hope the others get here soon. I'm about to explode if they don't get here."

Twilight and Spire believed her considering she was bouncing up and down uncontrollably.

"Sorry every pony," Applejack's voice called out to them, "I had to help Big Mac harvest apples in the southern fields for the festival. Of course with these here winds, we had to put the baskets on their sides to catch the apples."

"That's okay AJ," Twilight greeted her, "We're still waiting for Rarity, Fluttershy, and Rainbow Da…," something flew by her at supersonic speed.

"No you're not," Rainbow Dash hovered above them.

Twilight was about to say something, but was interrupted by another voice.

"Yoo Hoo! Girls! I'm here," Rarity's voice rang like a bell as she approached.

She was dressed in a cape of emerald and faded into blue at the trim. She struck a pose as she modeled her latest fashion design.

"Don't you love it?" she twirled about, "It's this season's It color and I've already got an order from Canterlot for twenty of them. I've got them all done for once," she admitted, "But I'm hoping that I'll be getting more in."

"It's the most beautiful thing I've ever seen," Spike started to make his usual goo goo eyes at Rarity.

"It's very lovely Rarity," Twilight admired it, "But weren't you supposed to bring some decorations with you."

"Yeah," Applejack gave her a flat look, "Like all those pumpkins I gave you to decorate. Or did you forget?"

"Oh didn't forget them my dear," Rarity turned around, "Come on boys," she called out.

Two strong stallions appeared pulling a cart each. In them where pumpkins that seemed to shine and glisten in the sun. They stopped and wiped their brows of sweat.

"Thanks boys," Rarity fluttered her eyes at them, "I knew two, big, strong fellows like you could pull this light little carts," she rubbed them each under the chin.

Their tongues hung out as she thanked and fluttered her eyes. They could barely speak as they unhitched themselves from the cart. Wobbling from side to side, they headed down the street in a love filled haze.

"I don't know how you do that Rarity, but you have a way with stallions," Applejack walked up to the carts.

"It's all about the look and pouty eyes my dear," she coifed her mane, but soon the wind blew it out of place, "Can we please go inside," she whined, "This wind is destroying my look. Why did you Pegasi have to make the wind so strong?" Rarity stomped her hoof up at Rainbow Dash.

"Don't blame me!" Rainbow Dash huffed, "We had to whip up this wind so all the leaves would come down. If we didn't, every pony would have to be out getting the leaves down by hoof. You wouldn't want to be doing that now, would ya?" she asked.

Rarity thought for a moment, "… no… I suppose not. I might get dirty if I had to do that…," the wind picked up again and blew her mane into her eyes, "But can we please go inside? This wind is dreadful."

"We're still waiting on Fluttershy," Twilight looked around to see if she was coming down the way, "But I suppose we can wait inside…"

"She'll probably be late," Rainbow Dash explained, "Something about helping squirrels finding places to hind their nuts… I don't know," she really hadn't paid attention.

"I'm sure she'll be along then," Rarity headed for the open door of the Sugarcube Corner, "She won't mind if we…," she was almost inside.

"Now hold on there," Applejack stepped onto the trim of Rarity's cape, "What have you done to these pumpkins?"

"You brute!" Rarity was appalled but the dusty hoof print on her brand new cape, "This is a cotton satin blend that took me three weeks to produce! And now you have soiled it with your dirty hoofs," she pulled the cape from under Applejack's hooves and started to brush away the filth.

"And it took me five months to grow these pumpkins," she held up a pumpkin.

"What is that supposed to be?" Rainbow Dash stared.

"It's a Jack O Lantern of course," Rarity was proud of her glittery creation, "I just thought to spruce up the design a little."

"A little?" Applejack snorted, "This is not a Jack O Lantern."

The appeared whole and not cut as a normal Jack O Lantern should. Instead of holes being cut out, there was glitter and gems placed in the outline of a face. They shimmered and shined in the sunlight; almost as if they were lit up by a candle inside.

"They are so much better than a plain old Jack O Lantern," Rarity admired her work, "They will really make this year's Nightmare Night so much more fabulous."

"It's not about being fabulous," Applejack sighed, "It's about being scared…"

"AND FREE CANDY!" Pinkie Pie screamed.

"Right…," she gave her an odd look, "Anyway, Rarity. These pumpkins were supposed to be carved, not… glittered," she wasn't sure what to make of the glittery face, "I knew that I should have done them…"

"Pish posh," Rarity brushed it off, "These as so much better… and shiny."

Back and forth they started to argue about whether or not the pumpkins were proper. Even Rainbow Dash got in on it. Spike tried his best to defend Rarity's choice of decoration, but was being drowned out every pony else. Pinkie Pie just made funny faces at Jack O Lanterns and giggled.

"That is enough!" Twilight stomped her hoof, "Applejack," she looked to her, "Rarity volunteered to do the pumpkins because you have those big orders to fill in three towns over. If she hadn't, you wouldn't have had enough time to do anything. Right?"

Applejack looked to the ground in shame, "… yeah… I barely got those orders filled and delivered…"

"And Rarity," Twilight turned her attention to her, "Didn't you promise that you would do exactly what Applejack asked you to do?"

"I may have said that I would do something like that…," Rarity bit her lip.

"Sorry for stepping on your cape Rarity," Applejack apologized.

"Sorry for not doing as you asked," Rarity smiled as she and Applejack hugged.

"Better," Twilight released a sigh of relief, "Now what can we do about these Jack O Lanterns?"

"More like Glitter O Lanterns," Pinkie giggled.

Twilight looked from the pumpkin to the carts full of them. There were a lot of them and there wasn't a lot of time to get them all ready for the festival. The sun just happen to catch the glitter and gems just right.

It hit her.

"I know," she smiled, "We'll leave them as they are and use some of them as decoration for the stage and the rest we can let ponies carve out the face, but leave the glitter. When they're hollowed out and the candle lit, it will make them really shine."

Every pony agreed that was the best idea.

"Now that that is fixed," Twilight sighed, "We just have to wait for Fluttershy to see if she could get the spiders, bats and other creepy crawlies to be in the haunted house," she shuttered at the thought of all those scary creatures.

"She should be along any minute now…," Rainbow Dash started to look side to side.

A yellow flash blew past her and cause her to twirl in midair. Rainbow Dash tried to steady herself as her eyes and head continued to spin.

"Fluttershy?" Twilight thought she saw a hint of three pink, little butterflies.

"TWILIGHT!" Fluttershy flew back and hid behind Applejack.

"What is ever so wrong my dear?" Rarity tried to soothe her.

"Out… forest… scales!" Fluttershy could only stutter and spit out random words.

"Calm down, calm down," Twilight tried her best, "Just take in a deep breath and release it slowly."

Fluttershy tried, but she couldn't get her breaths under control. She could only take short breaths and very few audible works could be heard. Every pony looked to one another; not quite sure how to calm her down this time around. She seemed really frightened by something.

"I know what to do!" Pinkie Pie was suddenly hit with an idea.

She quickly disappeared into the shop and popped back out with a brown bag in her hoof.

"I don't think lunch is going to help," Rainbow Dash didn't see the point.

"It's not for lunch…," she thought for a moment, "Well… maybe later," Pinkie stuffed the open end of the bag into Fluttershy's mouth.

The bag inflated and deflated with Fluttershy's every breath. At first it was fast and erratic, but with her every breathe the movements became slower and more stable. She finally blew out one last big breathe and fell over onto her back. Every pony soon surrounded her.

"Fluttershy? Are you okay?" Twilight asked gently.

"…," she just stared up at them with unblinking eyes.

"Earth to Fluttershy," Rainbow Dash waved her hoof in front of Fluttershy, "Is she still alive."

"Let me check her pulse," Applejack reached for her.

"MONSTER!" Fluttershy suddenly shot up into the air.

"Whoa there nelly," Rainbow Dash took hold of her, "What monster?"

"There's a monster in the Everfree Forest!" she shouted as loud as she could.

"Oh…," every pony answered in unison.

"There are a lot of creatures in the Everfree Forest Fluttershy," Twilight flew up to her, "You even know what most of them are," she was somewhat, but not really, surprised by her reaction.

"But this was one that I've never seen before," she insisted, "It had scales and hooves and an antler and fur and fangs and this horrible wail that still is echoing in my ears…," she went on without making much sense.

"Fluttershy," Twilight got her attention, "You know that no one creature has all that."

"Except for Discord," Spike pointed out.

Rainbow Dash snorted, "Yeah. It was probably just Discord playing a trick on you. Come on out Discord," she started to call out as she searched around, "I know you're here."

"Oh… it wasn't Discord. We're having a picnic on Tuesday," Fluttershy recalled, "And he would never play such a mean trick on me. We're friends after all."

"Friends…," Rainbow Dash rolled her eyes, "more like a fiend," she whispered.

"Fluttershy," Twilight ignored Dash's comment, "What did you see exactly?"

"I can't even recount it," she shuttered, "It's too horrible."

"Then why not show us where you saw this 'too horrible to recount' creature?" Applejack suggested.

"Oh no!" Fluttershy jumped, "I don't think I could go back there… not with it there," she hid her face under her hooves.

"Come on girls," Twilight levitated Fluttershy off the ground, "The sooner we find this 'horrible creature', the sooner we can get back to our preparations for Nightmare Night," she started to head for Fluttershy's cottage.

Fluttershy protested as much as she could, but there were no amount of words or arguments that could change Twilight's mind. It's not that Twilight didn't believe Fluttershy, but she wanted to make sure that it wasn't a real thing. She hoped that it was just another one of Fluttershy's irrational fits of fear. If it was real though… she would have to make sure that it wasn't a threat to Ponyville or its residents.

"I am a Princess after all…," she whispered to herself, "I have to look out for the safety of ponies everywhere…"