"Oh Boy! I can't wait to get started!" Sweetie Belle exclaimed as she skipped down the road with the other two fillies. The three, or as we all know them, the Cutie Mark Crusaders, are having a sleepover tonight at Applejack's. Since Rarity is stuck in a fashion disaster when the filly brought a milkshake into the shop. She's just glad she made it out before the older unicorn could grab a hold of her. So Applejack decided to take in the three for her friend.

Scootaloo was on her scooter, keeping pace with her friends. "Me either. Apple Bloom, did you bring it?"

The Earth Pony nodded, walking with the saddlebag. "Yup, but Spike said to be careful. Its really old."

A book. The pony picked it up earlier after her morning chores.

Scootaloo laughed. "Ha! Its not like it's going to fall apart on us!"

Sweetie Belle then thought. "I don't know. If Apple Bloom says it's old, then it must be old."

The vanilla colored Earth Pony looked at the two. "Oh it's old alright. You should've seen the dust piled on it like a color-faded quilt!"

The white unicorn wondered again. "Yeah, but don't you think Twilight would've read it not to long ago?"

"That shouldn't matter, there are plenty of other books probably way more interesting." the orange pegasus stated. Still scooting along.

Soon they made it to Sweet Apple Acres. With a orange freckled pony waiting for them by the door.

"Hi Applejack!" Scootaloo and Sweetie Belle said in unison.

"Howdie girls! You three came just in time! Granny Smith made some of her famous apple pies!" Applejack informed, letting the fillies come in.

The three ran up the stairs into Apple Bloom's room, closing the door behind them.

"Okay, our plan will start later tonight. After the sun is down and everypony is asleep." Apple Bloom announced, placing their bags in a corner of the room.

"Yeah. But for now, let's eat victory pie!" Scootaloo exclaimed, leaping on the bed.

Sweetie Belle walked up to the bed. "But we didn't even-"

Her muzzle was quickly closed shut by Apple Bloom. "Shh! They might hear use! We can't risk this for anything!"

Sweetie nodded, rubbing her nose after the pony let go.

The Apple pony marched up to the front of the room and took a stance. "Attention!"

As quick as lightning, the other two ponies zoomed at sat in front of Apple Bloom in a line.

"This is what we have been waiting for our whole lives. Therefore, we must keep this a top, TOP, secret!"

Scootaloo then raised up a hoof. "I think the pie is getting cold." Sweetie Belle nodded in agreement.

Apple Bloom sighed. "Alright, first pie. Then plan."

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...

"Alright girls, time to hit the hay." Applejack stated, tucking in the three. The pie was awesome. Until Big Macintosh took a pan for himself. He really does love pie.

"Goodnight Applejack!" The crusaders said all together. The pony then walked up to the door and closed it softly. "Night girls." With that the pony left the room.

The fillies waited a moment, to be sure everyone in the house was asleep.

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...

"Alright! Set up the room!"

The three ponies jumped up from the bed and went towards there bags. Apple Bloom reached in to grab the book. "What!?"

Scootaloo and Sweetie Belle turned to their friend. "What! What happened?!"

The earth pony took out the book. "This is the wrong book! I wanted the ancient book of prophecy, not Twilight's spell book!"

The orange pegasus walked up to the book. "So, we can't continue our plan?" Scootaloo ask, while Sweetie Belle behind her showed the same face of concern. They were going to see what their cutie marks were in the future.

Apple Bloom sighed. "No, we can't."

The crusaders slumped their heads and took a sigh all together.

...

For awhile, the ponies just sat around the room. Doing nothing. Apple Bloom laid on her bed, counting every strand of hair on her tail. Scootaloo played around with a few marbles she found. And Sweetie Belle was looking at the pictures in the spell book. The moon rose high, beaming its soft white light through the window. Lighting the dark room.

"Hey! I got an idea!" Scootaloo shouted. With her friends shushing her because of her loud outburst.

"Oops, sorry. But I do have an idea. This is a sleepover right? Well, let's have some fun! So what if the plan back fired. That doesn't mean we still can't enjoy our selves!"

Apple Bloom and Sweetie Belle looked at her. Then smiled.

"You're right!" The white unicorn replied, getting up. "What else would a sleepover be! Let's do it!"

The Apple pony looked at her friends. "Okay. The Cutie Mark Crusaders Sleepover is a go!"

Her friends then began shushing her.

"Oh. We will have to do it quietly though."

The orange pegasus was then holding a pillow. "Yeah, but the perfect and awesome way to start this sleepover, is with a pillow fight."

"But doesn't a pillow fight involve screaming and throwing?"

Scootaloo then threw the pillow at Apple Bloom. The earth pony looked annoyed.

"See?" Scootaloo said giggling. "No screaming! Just a grouchy Apple Bloom!"

Apple Bloom grabbed the pillow that was thrown at her. "You want a pillow fight? OKAY!"

The two ponies began the war, throwing and running. As Sweetie Belle just sat there staring. "We could get in really big trouble girls, maybe we should settle down abit." Then a pillow was thrown at her.

Scootaloo laughed. "Good one Apple Bloom!"

"Why thank you Scootaloo." The earth pony said.

Sweetie Belle was then levitating two pillows, making her friends look with wide eyes. "PILLOW FIGHT!"

The fillies then went. It was a war indeed. Pillows flew in every corner of the room, and-

"Girls! Are you ponies up this late!?"

The crusaders gasped. "Its Applejack!"

Apple Bloom picked up her pillow. "Everypony, get back in bed!"

The ponies ran and leaped into the covers, fixing the sheets up and then pretend to be asleep. Right when Applejack opened the door. The older mare looked around the room, nothing but three sleeping ponies. But..

Applejack walked up to the bed, eye-balling the trio.

Nothing.

The earth pony smiled, now walking out of the room. "Sleep tight girls." The door closing after that.

The crusaders waited until the door down the hall closed. Then one by one, popping their heads from under the blankets. They all took a sigh of relief. Scootaloo was the first to speak. "Well, that was close."

Apple Bloom hopped down from the bed. "Too close. We need to play a more quieter game." She then turned to the other two. "Any ideas?"

Sweetie Belle raised her hoof up. "I know! We can tell scary stories!"

Scootaloo wrapped the blanket over her head, and walked around the room. "Well, be aware! Because I am the master of scary stories! So sit back, and hear the tale of, the Mare of Shadows!"

The ponies sat in a circle on the floor with their pillows. Ready to hear everything.

"Once, there was three ponies, taking a nightly stroll through the woods."

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...

"I told you we should've took the short cut, we would've been back home right now!" The earth pony exclaimed. The three has been roaming the woods since dusk, when the unicorn wanted to try a different path. That was a disaster.

The pegasus of the group sighed. "We could've made it in time for pie. Now they either ate it, or its as cold as a brick!"

"Well! The bridge was blocked off! Unless you wanted to fly us both over on your back!" The unicorn protested.

The earth pony jumped in. "Then you could've teleported us across!"

The unicorn stopped in her tracks. "I, didn't think of that.."

Her friends looked at her annoyed. Then the unicorn shot a look back. "Well you guys didn't tell me to! Did you!?"

They all looked at each other with beady eyes. Then slumped their heads to the ground. The pegasus was the first to speak. "I guess it's all our faults."

The trio nodded, going back to their walk. "Yeah, but what's important now is that we make it home." The earth pony stated.

The forest was darker than the night sky. Shadows loomed over them, with faint noises beginning to emerge from every corner. The forest was for no pony, especially at night. Because when night comes, creatures come out. And now that they thought about it, they haven't heard of a pony who seen one, and lived to tell about it.

The leaves rustled behind them.

"Girls?" The earth pony made out, the three walking in a tight pack. "Maybe we should speed up. Just a little bit."

"I don't mind. Do you guys?" The unicorn stated, slowly beginning to take it up a notch.

"Not at all! The faster the better!" The pegasus exclaimed. The three then went to a jogging pace, not wanting to stay in the woods any longer. When a shadow like mist zoomed by them. The ponies hearts began to race, beating louder than their hesitant voices. "Please say that I didn't just see that." The unicorn said, speeding up more with the two.

"No." The earth pony replied. "Please say that we all didn't see it!"

Suddenly, ghostly laugh was booming through the trees.

"RUN!"

The ponies ran. Faster than the wind, but the laughing only became louder, and LOUDER! Their hearts was about to fly out their chest. Eyes widening, running side by side.

But the laughing turned into screaming, then roared through the woods, catching up to the three ponies.

The trio RAN! Faster and faster with each moment of shrieking and howling. They were almost at their home. So close. Yet, so far.

"Come on girls!" The earth pony yelled through the terrifying screams. "We're just about there!"

The girls practically landed at the steps of the door, but when they tried to open it, it didn't move.

The ponies pushed, kicking and banging. Hoping somepony will hear them, with the screaming shadow catching up to them.

One.

"Push! Open the door!"

Two.

"Somepony! Anypony!"

Three.

"HELP US!"

...

...

Scootaloo gave the one last evil shriek. "Just like that! The ponies were history!"

Apple Bloom and Sweetie Belle shivered in fear, hugging each other with eyes shut. The pegasus looked at the two in shock. "What? Was it really THAT scary? Well, that's nothing! I just made that off the top of my head!"

Sweetie Belle looked at the orange pegasus. "Are you serious!?"

Apple Bloom got up, and picked up her pillow. Seeming like she was never scared all of a sudden. "Hmph! Well I think it's time for bed!"

Scootaloo laughed. "What!? We still have a whole night ahead of us! And you want to go to bed!?"

The earth pony closed her eyes and nodded. "Yup! I think we had enough of stories for one night!"

The pegasus looked at her friend. "Oh! I get it! You're scared!"

"No I'm not! I was just startled!"

The white unicorn tried to interrupt. "Not too loud. We could get caught."

Scootaloo took off the blanket. "Thats what you called startled!?"

"Yes! And you can't tell me you were never scared before!"

Sweetie Belle tried again. "Please! Calm down!"

Scootaloo picked up her pillow. "I'll show you what it looks like to be startled!" Throwing the pillow directly at Apple Bloom, but just in time for the vanilla colored pony to duck down. The pillow hurtling out of the window.

The three sat staring at the window, with mouths open.

"I told you two so!" The unicorn yelled!

The trio got up, and walked up to it, looking at the pillow laying on the grass. Outside.

Scootaloo backed up. "Okay! I'm ready for bed!"

"Not so fast!" Apple Bloom protested. "If my sister sees that pillow tomorrow morning, she'll know that we have been up! We have to get it back!"

Sweetie Belle took in a gulp. "You mean, going outside? At night? In the dark?"

...

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...

Scootaloo and Apple Bloom dragged the unicorn to the door. Thank Celestia (or in this case, Luna.) That no pony heard them. That pie must have really knocked them out. But Sweetie Belle was stronger than she looked, grasping a nearby table leg.

The pegasus was annoyed. "Get up! The pillow isn't going to grow legs and walk back in!"

The unicorn's teeth began to chatter. "You two can go one ahead, I-I'll stay here."

Apple Bloom and Scootaloo looked at each other, then back at Sweetie Belle.

"Okay.."

The two walked out, leaving the unicorn alone in the kitchen. The dark, scary kitchen. Alone, in the dark.

"Wait! Don't leave me here!"

Now the three searched the yard up and downward, over and back, but maybe that pillow DID grow legs and walked away. They were sure it was suppose to be right here! But everything looks different at night, like another opposite dimension from the real world. With different noises coming from to and fro, and you don't know if trees are casting faces at you behind the shadows.

"I don't know what happened!? One moment we could see it clearly out of our window. And now, it's gone!" Apple Bloom exclaimed.

"Can we hurry up!" Sweetie Belle said. "I want to go back inside!"

"Well you can if you want to," Scootaloo replied, rolling her eyes. Right then, leaves rustling around them.

The three stood still, frozen.

"You know what," the pegasus made out, backing up abit. "We could find it early tomorrow morning instead."

The earth pony shot a look at her, but a howling through the trees interrupted her.

"Actually, that's a great idea." Apple Bloom said, the trio turning around back to the house. When the howling grew louder. They soon found themselves speeding up.

Sweetie Belle whimpered. "I told you two so!"

The howling began to roar through the trees. The three was terrified, now running.

"Come on!"

They ran up to the steps, pushing the door. Scootaloo's eyes widen. "It won't open!"

The noise was catching up to them.

"Push!"

It was closer.

"Come on! Open!"

It was at the brink.

"Wait! Pull it open!"

The crusaders did so, flying in the room and landed on each other. Closing the door behind them. Scootaloo sighed in relief. "Yeah, let's go to bed."

...

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...

The three tucked themselves in the bed, side by side. Getting ready to fall asleep. "Goodnight Cutie Mark Crusaders." Apple Bloom said, the three closing their eyes to fall asleep.

...

...

Scootaloo peaked one eye open. "I'm not sleepy."

The other two opened their eyes. Sweetie Belle speaking first. "Me either."

Apple Bloom followed along. "Me either!"

The girls looked at each other with wide eyes. Now sitting up.

"But how are we going to sleep if we're not sleepy!" The unicorn exclaimed. The ponies sinking back into the blankets.

"Maybe we'll just fall asleep, if we wait long enough."

The orange pegasus looked at her friends. "That will take forever! I'm wide awake!"

The unicorn shot up from the bed. "Wait! Maybe we can tired ourselves out!"

Apple Bloom sat up with her. "What do you mean?"

"I mean if we play, we can make ourselves sleepy!"

Scootaloo then sat up. "Great! So that means, a pillow fight!"

The earth pony sighed. "We can't, you lost your pillow, remember?"

The white unicorn then jumped in. "We can have a tickle fight!"

...

...

"Well that didn't work."

The ponies sat on the floor, with ears dropped. How were they ever going to sleep! They didn't feel tired one bit! Till.. "Wait! I have an idea!" Apple Bloom shouted, followed by shushing from her friends.

"Okay then." Scootaloo said. "What is it?"

The earth pony got up and went towards the door. "We'll do it the old fashion way!"

Soon the three found themselves in the kitchen. Sweetie Belle and Scootaloo sat at the table, looking at their friend gathering cups from the cabinet. Apple Bloom placed the cups in front of them, pouring milk in each one. "Milk always works!"

The crusaders knew this very well. What kind of filly or colt doesn't fall to sleep after drinking a cool glass of milk?

The ponies all sat, grabbing the cups, and beginning to drink.

"Okay!" The earth pony said. "Any minute now!"

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"What!? It's not working!"

The three began to panic, because if milk can't help them, nothing will. Runner back up the stairs into the room.

"What are we gonna do!?" Apple Bloom wined. "How are we gonna go to sleep!?"

Sweetie Belle looked at the spell book she left opened, and gasped. "Girls! I think I found the problem!"

The three stood in front of the book, reading through it. "WHAT!" Scootaloo yelled. "So you're telling us that you did this!"

A reverse sleeping spell. Reverses sleeping from night to day to day to night. Making them, nocturnal!?

The earth pony flipped through the pages. "You better find a cure for us! We could've been knocked out by now! And I don't know what will Applejack say when she sees me doing the chores at night and sleeping during the day!"

Sweetie Belle took the book back, turning it back to the page it was on. "I didn't mean to! How was I to know that I casted a spell and I didn't even know it!?"

Suddenly a bright light was outside. An orb glowing white. The orb flew in through the window, brightening up the room greatly, but then died down to see a familiar face.

"Princess Luna!"

The dark-blue pony walked up to the three and the book. "I knew I sensed an imbalance."

Sweetie Belle sighed. "If you're talking about the spell, then, sorry. But I didn't mean to!"

The princess levitated the book. "It wasn't entirely your fault, it was just simply placed wrong."

Scootaloo looked at the pony. "But, how did you know!?"

Luna teleported the book away, probably back to Twilight. And looked at the fillies. "Since I am the ruler of night, it is my job to look after my subjects, and that spell interrupted the equilibrium of awake at day, and asleep at night. And you shouldn't tell terrifying stories this late at night Scootaloo."

The pegasus laughed nervously. "Haha, yeah.."

"Now off you three into bed."

The ponies did as they were told, hopping one by one under the blankets.

Luna walked to the side of the bed. "After this little adventure tonight, it will surely be one to remember."

Apple Bloom looked at the princess. "Thank you Luna."

The princess gave a smile. Reversing the spell. The fillies falling to sleep. "Goodnight my friends."

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...

Applejack whistled as she walked outside. She decided to give the girls another hour of sleep, since being the fillies they are, they stayed up till late at night. Until something caught the pony's eyes.

"Huh? What's this?"

Applejack picked up the pillow laying on the ground. "Those girls are going to have a lot of explaining to do."