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  Copyright

  This book is a work of fiction. Names, characters, places, and incidents are the product of the author’s imagination or are used fictitiously. Any resemblance to actual events, locales, or persons, living or dead, is coincidental.

  HASBRO and its logo, MY LITTLE PONY and all related characters are trademarks of Hasbro and are used with permission. © 2018 Hasbro. All Rights Reserved.

  Cover design by Christina Quintero. Cover illustration by Franco Spagnolo.

  Hachette Book Group supports the right to free expression and the value of copyright. The purpose of copyright is to encourage writers and artists to produce the creative works that enrich our culture.

  The scanning, uploading, and distribution of this book without permission is a theft of the author’s intellectual property. If you would like permission to use material from the book (other than for review purposes), please contact [email protected]. Thank you for your support of the author’s rights.

  Little, Brown and Company

  Hachette Book Group

  1290 Avenue of the Americas, New York, NY 10104

  Visit us at LBYR.com

  mylittlepony.com

  First Edition: January 2018

  Little, Brown and Company is a division of Hachette Book Group, Inc. The Little, Brown name and logo are trademarks of Hachette Book Group, Inc.

  The publisher is not responsible for websites (or their content) that are not owned by the publisher.

  Library of Congress Control Number 2017954680

  ISBNs: 978-0-316-55743-6 (pbk.), 978-0-316-55741-2 (ebook)

  E3-20171110-JV-PC

  Contents

  Cover

  Title Page

  Copyright

  Prologue

  Chapter One

  Chapter Two

  Chapter Three

  Chapter Four

  Chapter Five

  Chapter Six

  Chapter Seven

  Chapter Eight

  Chapter Nine

  Chapter Ten

  Chapter Eleven

  Chapter Twelve

  Chapter Thirteen

  Chapter Fourteen

  Chapter Fifteen

  Chapter Sixteen

  Epilogue

  The Pony was not pleased. That meddling Princess Twilight always poked her muzzle where it didn’t belong. And where the annoying Alicorn went, her equally frustrating friends followed. If The Pony didn’t act soon, moons of careful planning would be lost, and the Livewood would remain closed forever. The time for caution had passed. Now, it was time to set magic into motion.

  The Pony poured a glowing elixir into the dirt at the barrier of the Livewood. As the drops of liquid hit the soil of the Everfree Forest, the ground churned. Now it would be ready to accept the seeds The Pony had cultivated for just this purpose. Thank the Pony of Shadows that those bumbling Cutie Mark Crusaders had knocked over the fear fern in the greenhouse instead of this plant. The trembling forest floor grew still once again, with only a slight golden shine to show where the potion had fallen.

  Blue Moon used his magic to place each starburst-shaped seed into the gleaming dirt. With a nudge of his power, the seeds burrowed deep into the earth. The moment of destiny had come. From this point on, there would be no turning back.

  Sweetie Belle had never played tag with a Phoenix before. She giggled as the flame-colored bird squawked a “you can’t catch me!” before flapping deeper into the Everfree Forest. She chased after him through the huge trees, ducking under their outstretched branches. But as Sweetie Belle reached a clearing, the Phoenix was nowhere to be seen.

  “Guess I lost that game.” She shrugged.

  “Eeeyup,” came a familiar voice behind her. Sweetie Belle turned, surprised to see Big Mac nearby. She had thought she was the only pony in the Forest today. Apple Bloom and Scootaloo had been too busy wallpapering Cranky Doodle’s new tree house, so they’d decided not to come along on her adventure.

  Big Mac kicked a tree, and zap apples floated down from it, landing in a perfect stack in his basket.

  “Do you need some help?” Sweetie Belle asked.

  “That’s ever so kind of you to offer, Sweetie Belle,” Big Mac said, speaking in a cultured accent—a lot like Rarity’s, Sweetie Belle realized. “But I am not the creature who is seeking your assistance. There are times when one must look beyond what one sees, you know. Some things are clearer in darkness. Fireflies, for example.”

  As though the word had summoned them, fireflies flitted down from the trees and swirled around Sweetie Belle in a flickering dance.

  “I’m not sure I understand,” she told Big Mac. Or at least, it had been Big Mac. Now he had horns sprouting from his head and a long beard.

  “Look to the leaves.” Big Mac/Not Big Mac winked, gesturing with a now paw-shaped front foot.

  Sweetie Belle watched as the Forest’s carpet of fallen foliage began to shift, as though under the weight of an invisible four-footed creature. A path of odd hoofprints appeared ahead of her. Well, some of them were hoofprints. The others looked as if they had been made by… talons?

  “Don’t forget your turnip-and-spaghetti raincoat,” Big Mac called after her before stretching his wings and flying off.

  Now, that was weird. Wasn’t it? Sweetie Belle thought as she got on a pink-striped pogo stick and bounced down the footprint trail. It took a few more hops across a field of singing sunflowers before she realized that this had to be a dream.

  And if she knew it was a dream… that must mean Princess Luna was nearby. At least, Sweetie Belle thought, that’s what had happened every other time she’d realized she was dreaming. Maybe Luna wanted to talk to her. It must be lonely being the Princess of Night, Sweetie Belle thought, staying awake when everypony was asleep.

  “Princess Luna? Hello? Are you here?” Sweetie Belle called, looking around.

  But there was no answer. And suddenly, everything shifted. The sunshine and warmth of the Forest was gone. In the sky, the sun had dwindled to a tiny, glowing ring of light covered almost entirely by shadow. It was an eclipse, Sweetie Belle realized. An icy wind whipped past her flank, and she shivered.

  At the sound of crunching leaves behind her, Sweetie Belle turned.

  “Luna?” she whispered.

  It wasn’t Luna.

  Sweetie Belle watched in terror as a fearsome creature stepped toward her. It tossed its huge head, and sharp, enormous antlers gleamed like silver in the faint light. Flaming white eyes burned in its shadowy face, and wings made of smoke unfurled from its back. Then, with a rush faster than she could blink, the beast leaped at her!

  WHAM! Sweetie Belle hit the floor, screaming. She pounded her hooves against the creature’s silk hide. Wait. Silk?

  Sweetie Belle opened her eyes to find she was on the floor of her room, battling her own bedsheets. Embarrassed, she realized she must have fallen out of bed when she woke up from her dream-turned-nightmare.

  And suddenly, her bedroom door flew open. Rarity rushed in, her sleeping mask pushed up over her horn and her mane in curlers.

  “Sweetie Belle, darling! I heard you screaming! Is everything all right?” Rarity asked, shining a globe of magical light around the room.

  “I… had a nightmare,” Sweetie Belle admitted.

  Rarity smoothed Sweetie’s mane with a gentle big-sister smile.

  “Well, fortunately, I know just the thing for those!” Rarity soothed, returning in a moment with two steaming cups of chamomile tea. “Now, I know it’s been ages and you’re much too grown up for it. But perhaps, just for tonight, I might sing the rose song?”

&n
bsp; Sweetie Belle nodded and sipped her tea. That lullaby always made her feel safe.

  The two sisters snuggled up together, and Rarity began to sing. “A rose has thorns to keep it safe, but ponies have not one. A wild rose blooms where it is placed, but ponies seek the sun. A rose is sweet and beautiful…” Rarity trailed off.

  “Its scent is lush and rare…” Sweetie Belle prompted. But she quickly realized that Rarity hadn’t forgotten the words.… She’d just fallen asleep. Sweetie Belle pulled up the covers and tried to drift off, too. But every time she closed her eyes, she saw the creature in her mind. And it felt as if it were watching her.

  Sweetie Belle yawned widely.

  “Crooked cattails, Sweetie Belle, stop yawnin’!” Apple Bloom complained, her own jaws gaping in response. “Those things are downright contagious!” Scootaloo nodded as she yawned, too.

  “Sorry,” Sweetie Belle said. After her nightmare last night, she’d been too afraid to get much sleep. But she couldn’t tell her friends that. Ever since she had faced down the werepony-Timberwolf version of Twist, all Ponyville thought she was brave. She didn’t want to change their minds. She liked not being called a scaredy-pony.

  “You really think this’ll work?” Scootaloo asked as the Cutie Mark Crusaders made their way to Fluttershy’s animal sanctuary.

  “Of course it will!” Apple Bloom enthused. “Fluttershy’s gonna love Lilymoon and Ambermoon once she gets ta know ’em like we do!”

  Sweetie Belle wasn’t so sure. Twilight Sparkle had made it pretty clear that the Moon family was mixed up in some dangerous magic. Ever since they’d moved into the spooky house atop Horseshoe Hill, strange things had been happening around Ponyville. First the bogle attacked the Schoolhouse, then Twist turned into a Timberwolf, next the Olden Pony terrorized the town… and every single one of those events was somehow related to Lilymoon and Ambermoon. But the Cutie Mark Crusaders had decided that their new friends deserved a chance to prove their innocence to Twilight. Which was where Apple Bloom’s plan came in…

  “Fluttershy is the nicest pony we know. When she sees how helpful Lilymoon and Ambermoon are at her animal sanctuary, she’ll tell Twilight. Then, they can help Applejack with the harvest and Pinkie Pie with bakin’, and soon everypony will see how great they are!” Apple Bloom enthused.

  Sweetie Belle knew it was no use—once Apple Bloom came up with an idea, she never seemed to think of all the things that could go wrong. Fortunately, Scootaloo did.

  “But we’re not even sure we can trust Lilymoon and Ambermoon,” Scootaloo said. “I mean, they’re our friends and all, but they still haven’t told us the whole story about their family.”

  “Well, this is a nice surprise,” came a soft voice. The Cutie Mark Crusaders jumped, startled to see Fluttershy smiling at them. They had all been so deep in conversation, Sweetie Belle hadn’t realized they’d reached the Sweet Feather Sanctuary. “I’d love to invite you in for tea, but today’s bath day,” Fluttershy explained gently. “I have a lot of animals to wash, and I don’t want any of them to get cold waiting around.” Angel Bunny nodded impatiently, a shower cap on his ears and a towel around his waist.

  “That’s why we’re here,” Apple Bloom said cheerfully. “We thought you might need a few extra hooves to pitch in!”

  “Oh, how thoughtful.” Fluttershy beamed. “That would be wonderful!” But when Ambermoon and Lilymoon arrived a few moments later, Sweetie Belle saw Fluttershy’s smile shrink. “Are… you here to help, too?” Fluttershy asked nervously.

  “Mm-hm! They love animals! In fact, Lilymoon got her cutie mark ’cause she’s so good with creatures!” Apple Bloom said. Sweetie Belle and Scootaloo nodded enthusiastically.

  “I didn’t know that,” Fluttershy said kindly. “Well, it would be nice to have some help today. Baths always take longer than you expect. Especially when the otters insist on playing in the mud as soon as you get them clean.”

  “My cutie mark is for supernatural creatures,” Lilymoon whispered to the CMCs as they followed Fluttershy into the animal sanctuary.

  Apple Bloom shrugged. “I didn’t think we needed to mention that part just yet.”

  Bathtubs of all shapes and sizes were set up on the sanctuary lawn. Ducks floated happily in buckets. A line of gerbils waited their turn at a tiny diving board into a small basin. Harry the bear growled with contentment as he snuggled deeper into his bubble bath, foam up to his nose. Piles of fluffy towels and sweet-smelling soaps were arrayed nearby. Sweetie Belle was surprised to see every kind of bathing tool imaginable—from extra-long-handled scrub brushes for giraffe necks to soft moss washcloths for lizard scales.

  Fluttershy assigned each pony an animal to bathe, and soon the CMCs were scrubbing fur alongside Lilymoon and Ambermoon. Sweetie Belle lovingly poured lavender shampoo on Lola the sloth’s fur. Apple Bloom was having a little more trouble wrangling Winnie the hedgehog, who apparently didn’t like bath day.

  “Sorry we were late,” Lilymoon said when Fluttershy was out of earshot. “It took us longer to get out of the house than we expected.”

  “She means Mother doesn’t want us to see you anymore,” Ambermoon said flatly.

  “What?” Sweetie Belle squeaked. The Cutie Mark Crusaders gaped. The duck in Scootaloo’s tub quacked indignantly.

  “Why?” Apple Bloom asked.

  “Princess Twilight Sparkle dragged our whole family in for a lecture about unsafe magic.” Lilymoon rolled her eyes. “She practically blamed our parents for everything bad that’s ever happened in Ponyville. You can see why they aren’t too thrilled with us being your friends.”

  “But that’s not our fault!” Scootaloo pointed out.

  Before Lilymoon could reply, a loud roar split the air. The ponies turned to see Harry the bear, standing in his tub, teeth bared. He was obviously upset about something, thought Sweetie Belle, but she couldn’t tell what. Maybe the water had gotten cold?

  “What’s up with him?” Scootaloo frowned.

  Sweetie Belle peered closer at Harry. His eyes were tracking… something. Sweetie Belle thought it might be a moving shadow, but then she blinked, and there was nothing there. Harry the bear swiped his paws at empty air. Sweetie Belle thought for a moment that she heard bells chiming… but that was silly. Why would there be bells out among the bathtubs?

  Now the other animals in the sanctuary were growing agitated, chirping, snarling, braying, and howling.

  “Something’s scaring the animals,” Lilymoon said. Scootaloo’s duck quacked in panic and flapped its wings violently as it flew out of its bath, splashing the ponies with sudsy water.

  “Ya think?” Ambermoon said, shaking her wet mane.

  Like a furry tide, the creatures poured out of their tubs. Goats bounded away in a sloshing stampede. The gerbils abandoned their diving board, scampering to hide in the nearby bushes. Apple Bloom was nearly knocked over as a wave of fleeing mice mobbed her in their rush to escape. Sweetie Belle looked down to see that even Lola the sloth was trying to get away, although very slowly.

  “Oh no! What’s wrong?!” Fluttershy cried as she flew over, her hooves full of fresh towels. “Stop! Wait!” she called to the fleeing animals. “You’ll get yourselves dirty again!”

  But it was too late. The once-peaceful sanctuary was a shambles of upturned tubs and muddy grass. Fluttershy turned to the younger ponies, and Sweetie Belle could tell she was deeply upset.

  “I think maybe you two should go home,” Fluttershy said softly to Lilymoon and Ambermoon. The sisters looked at her in hurt surprise.

  “But… they didn’t do anything wrong!” Sweetie Belle protested.

  “It’s okay, Sweetie Belle,” Lilymoon said, flipping her blue-and-white mane to hide her eyes.

  “Yes. We know when we’re not wanted,” Ambermoon added acidly. “Come along, Lilymoon.” Together, the sisters turned their backs on Fluttershy and walked off.

  “I’m sorry,” Fluttershy told the Cutie Mark Crusaders. “It’s just that
the animals have never been scared like this before. And the only new thing in my sanctuary was… them.”

  Sweetie Belle didn’t suspect anything when Rarity invited the Cutie Mark Crusaders to Twilight’s castle for dinner that night. But as soon as she walked in and saw that Starlight Glimmer, Spike, Rainbow Dash, Applejack, Rarity, Pinkie Pie, and Fluttershy were there, Sweetie Belle knew what was really going on. It was a sisterly advice ambush.

  Sweetie Belle glanced at Apple Bloom and Scootaloo. From the sour looks on their faces, it seemed as if they had come to the same conclusion.

  “Rarity…” Sweetie Belle hissed. “I thought you said this was just a fun dinner.…”

  “And it is, darling,” Rarity said, batting her eyelashes innocently. “It’s simply that… Well, we’ve been worried about you three. You haven’t been keeping the—how shall I say this?—safest company.”

  Sweetie Belle stomped her front hoof and opened her mouth to remind Rarity that honesty was one of the elements of friendship, but Twilight smoothly cut in.

  “I’m glad you’re all here. After speaking to Blue Moon, Lumi Nation, and Auntie Eclipse, I’m a little concerned that they’re involved in some dangerous magic. They might not even realize it! But until I get some answers, I think it’s best for everypony if we all give the Moon family some space.”

  “Whaddya mean?” Apple Bloom asked.

  “She means we don’t want you fillies hangin’ around with Ambermoon and Lilymoon anymore. Sorry, sugarcube,” Applejack told her little sister.

  “What about loyalty?” Sweetie Belle burst out. “And kindness?” The older ponies looked at her in surprise. She glared at them. “It’s not very generous to turn our backs on our new friends!”

  “Ooh, ooh, do my element!” Pinkie Pie said, bouncing in place.

  “Um… it’s really hard to share laughter when you’re not allowed to talk to somepony?” Sweetie Belle shrugged.

  “I understand, and you make a good point,” Twilight told Sweetie Belle sincerely. “But the element I’m worried about is magic. And the way things have been going, I’m afraid being friends with Lilymoon and Ambermoon puts you at a greater risk.”