Nightmare Night was approaching fast. Ponies were quickly getting prepared by decorating their homes, stocking up on candy, and of course, getting their costumes prepared. The students of friendship were no exception to this, and the young six were catching up about what they would be for Nightmare Night.

“So, I’m a little stumped with what I’d like to be,” Sandbar said, “What about you guys?”

“Yona want go as something grand,” Yona proclaimed.

“I’m trying to find something epic,” Gallus noted. “Like a warrior or something.”

Smolder looked to be a little bit frustrated, Ocellus took note of this and spoke up. “Are you having trouble thinking of something?” the changeling asked.

“I am,” Smolder said bluntly. “I mean… How are we even going to do this?”

“Maybe we could all go for a theme,” Silverstream suggested. “Or maybe we have three pairs of themes.”

“That’s a great idea,” Sandbar commented.

“Yona want warrior theme!”

“We can probably go as knights. Let’s see if we can find a good pair of costumes.” The pony and yak walked away to find a costume as Silverstream grabbed onto Gallus’s talon.

“Come on Gally!” the excited hippogriff. “There’s gotta be a cute pair of costumes we can wear.”

“Okay,” Gallus said before he was quickly dragged away by the hippogriff. Ocellus watched them leave as she noticed that Smolder was starting to walk away.

“Smolder, where are you going?” the changeling asked.

“The only costume idea I have is a pretty princess,” Smolder retorted. “You know how I feel about that. I can’t think of anything else so… I’m just going to have some time to myself.” The upset dragoness flew away, leaving Ocellus by herself.

The changeling understood why her friend was upset. It was a subject Smolder didn’t like discussing, so it would be a bit difficult for the two of them to get a good pair of costumes.

She was about to walk back inside when she suddenly noticed Rarity exiting the school. “Oh, terribly sorry,” the mare apologized. “I forgot my glasses and I needed them to help put together the nightmare night costumes. I must get going now.”

Just before she could walk away, Ocellus called out for her. “Wait! Professor Rarity,” the changeling cried. “Do you think you could help me with something?”

“Um…. What is it?” Rarity asked. She looked to be in a great hurry.

“I was wondering if there was any way I could try making a costume for my friend..”

Rarity thought for a moment before responding. “I have wanted to teach you students about fabric making. I could take you over to the boutique so you can help make outfits.” With that, Rarity led the young changeling to her boutique.



Rarity was fairly busy with a few other orders she had, so she couldn’t give too much attention to Ocellus. The changeling was given some equipment to work with, some roles of fabric, some scissors, some thread, and some needles. She had only been given a few instructions from the fashionista, so she would have to do most of it independently.

She had been given some measurements for Smolder and herself, so Ocellus wasn’t totally helpless. She levitated some of the rolls of black fabric and cut the scissors. The changeling was getting a brilliant idea for herself and Smolder, and had quickly gotten to work looking at the sketch she had made.

Ocellus unrolled, cut, and started stitching together the materials for Smolder’s costume. Halfway through the process, she dropped the materials, much to her confusion. “Huh? How did that happen?” she questioned. She tried to levitate the items again, but her horn wouldn’t respond, it started feeling numb until the point she couldn’t feel it at all.

“Ugh, what’s wrong with my horn? I should be able to…” Ocellus felt a little lightheaded as she felt like something was missing. She shrugged it off for the time being and resumed with the costume-making. With only her hooves, it was much harder, so much so that the little changeling would have to use her mouth to pull the needle through the fabrics.

The struggle was starting to annoy Ocellus until she felt a sharp pain in her hoof. Yelping in pain, she stuck the tip of her hoof in her mouth. She pulled it out to see the hoof starting to split apart into a pair of fingers, that were petite and had fingernails growing on them. Ocellus could see that one of her new fingers was cut from the needle.

It stung, and it would need a bandage. “Ms. Rarity,” Ocellus called. She would’ve used her wings, but they wouldn’t open up, and she up tripping a little bit. She just walked the rest of the way as she slowly started standing up on her hind legs, as she didn’t like the thought of walking on two legs. “Ms. Rarity!”

Rarity was in the other room, making more costumes as Ocellus walked into the room, holding her injured finger. The unicorn was shocked not by how different the changeling was looking, but instead by her cut finger. “Oh, dear,” she gasped, “Ocellus, what happened?”

“I poked myself with the sewing needle,” Ocellus groaned.

“Alright, just stay calm. I’ve got a bandage for you.” Rarity quickly pulled out a first-aid kit and pulled out a bandage for the injured changeling. Once it was wrapped around her finger, Ocellus felt better.

“Th… Thank you, Ms. Rarity.”

“You’re welcome. Listen, if you want to wait until I’m finished with these costumes, I could help you.”

“No, it was just a rookie mistake. I can handle the rest.”

“Alright, Ocellus. Just please call me if you have more trouble.” The young changeling nodded and started walking back to where her supplies were at. Ocellus’s hind hooves started to stretch forward. They started turning into several materials that were stitched together. Ocellus stumbled slightly over her pink slip-on, which felt loose for a brief second.

After some readjustments, Ocellus also pulled up her violet stockings as her chitin was turning into softer skin and was losing its blue color in favor of caucasian color. The changeling was completely oblivious to the changes and just returned to where her supplies were and double-checked her notes.

She resumed her work on the outfit as more of her blue chitin started changing into the new skin. Not only that, but Ocellus’s torso started to change in shape to make her back arched in a little bit, which brought some discomfort to her. Her wings and elytra would shrink away until they started to become nothing as her tail started detaching from the changeling’s body.

Ocellus rubbed her back as her tail circled her hips and turned into a pink fabric which was decorated with polka dots. The fabric turned into a new skirt, which Ocellus couldn’t help but give a twirl for some reason. She stopped her work to take a look at it her skirt. She couldn’t help but think back to when she first got it.

She had first gotten this dress after she started getting enrolled in Pennywood High. She had a bit of a rocky start at first, but she remembered making friends she was inseparable from.

More memories flowed in and quickly helped her with some confusion when Ocellus thought of shapeshifting and Nightmare Night? Ocellus had never heard of it before. She must’ve been thinking about Halloween. Nightmare Night must’ve been something she called it before she heard the official name.

Halloween was one of the best times of the year for her. She loves dressing up as a dragon, a ladybug, or a bear, it was just so much fun for her. She even remembered dressing with her family and her brother Theo.

Theodore. Ocelia couldn’t forget about her brother. He was the best sibling anyone could ask for. He would always be there for her if she had a bad day. Plus, she remembered how they both dressed up as bears one year. It was one of the best times she had, especially after what they went through with their old mother, but they didn’t talk about her.

Ocelia suddenly snapped back to reality with her eyes gaining more whites and developing a proper iris and other parts of her eyes. She looked at the unfinished costumes she had before resuming her work with more changes occurring with her body.

Her ears would slowly move down the sides of her head and would lose some of her hearing as her horn was quickly shrinking away like a deflating balloon. It got to the point where the horn wasn’t there at all. The blue chitin was quickly traded out for the caucasian skin and would’ve given Ocelia a bald look if it wasn’t for her pink mane changing into blonde hair.

The hair would grow longer until it cascaded down the young girl’s back. The hair looked like it had been kept neat for years as a small hair bow appear on top of Ocelia’s head. Her muzzle was also quickly shrinking back into her face to help make her nose and mouth.

She paused for a moment as her torso was finishing up reshaping itself. Her skirt would also extend over her chest to make it into a dress. A blue jacket also appeared over her dress and her chest bubbled a little bit. Ocelia blushed as she quickly readjusted her bra which she was still trying to get used to wearing.

And with that, there was no sign of a changeling left, there was now a young blonde girl in a dark pink dress named Ocelia. She took a moment to stop what she was doing and looked at the purple shirt and sleeves she had managed to sew together.. “Huh, this is… Turning out better than I thought,” Ocelia commented.

She double-checked the notes and sketches she had before she tried to get started on the skirt of the dress. It was a bit of a slow process since she was only using a needle and thread. Still, it would allow her to be precise and be sure that it was perfect.

A couple of minutes later, a woman with black hair walked into the room. She looked to see Ocelia giving herself another bandage to her fingers before she noticed the woman. “Oh, Ms. Belladonna,” the young girl said. “Did you finish with your orders?”

“For today, yes,” Rebecca Belladonna answered. “How are your costumes coming along?” Ocelia quickly showed the purple dress she had sewn together. “Oh my, very impressive.”

“Is it? I thought I had a couple of loose threads on it.”

“It is a bit rough around the edges, but it’s very good for the first time.”

“Th-thanks. I hope Sam likes it.”

“I’m sure she’ll love it. Now, since I’ve got some free time, I can help make your costume and even add a couple of touches to Sam’s.”

Ocelia’s face lit up with excitement before she quickly showed Rebecca the sketches she had drawn. It showed two girls dressed up as a witch and a cat. “I thought it could fit like a pair of footie pajamas. Do you think you can make it work?”

Rebecca examined the drafts the young girl had drawn. “I can make this work,” she commented. Ocelia beamed with delight.

_______________________________________________

A little later that evening, a young girl with black hair rode her skateboard to Rebecca’s Boutique. She stopped before carrying her board into the building. “Hello, Ocelia?” she called. “I got your text to come here when I’m free.” The young girl, who was known as Samantha looked around until Rebecca walked downstairs to greet her.

“Samantha, you made it,” the woman said. “Ocelia is waiting upstairs with your surprise.” Confused by what she said, Samantha followed Rebecca upstairs into the living room where she found Ocelia, who wasn’t wearing her regular clothes.

She was in a skin-tight suit that was made of fluffy black and white material that could be mistaken for cat fur. She also wore a collar that had a bell hanging from it, a headband with fake cat ears on it to go with her faux tail, and some gloves to make it look like she had paws. Not to mention the pink nose she had tied on her face and whiskers painted on her cheeks.

“Hey, Sam,” Ocelia said bashfully. “What do you think of my costume?”

Samantha was amazed at her friend dressed up as a cat. “You look really good,” Sam commented. “Did Ms. Belladonna make that for you?”

“I helped with a few parts, after I worked on your costume.” Sam was confused until she looked back to see what Rebecca was bringing out. It was a purple witch costume, which had a black striped skirt and a hat with a start sewn to the tip which matched the belt around the waist of the dress.

“What do you think of that? Ms. Belladonna helped fix it up a little bit, but I helped sew it together.”

“...Wait, you made that?” Ocelia nodded in response as Sam was amazed by the witch costume. She took it into one of the shop’s changing rooms. A few moments later, she walked out dressed up as a witch. She gave her dress a twirl as she held out her arms to show her sleeves. “I’m loving this! You did an awesome job with this.”

“Thanks, Sam,” Ocelia said. “It was… Kind of hard getting the dress together.” Ocelia removed one of her paw gloves to reveal the bandaids on her fingers. “It stung a little bit, but I’m happy with what I’ve done.”

“You should. I can only imagine how the others will react to this.”

“I hope they can save their costume ideas for next year. One was enough for me and even then I had some help.”

“You should be proud of yourself,” Rebecca said. “I only needed to clean up the threads so the outfit would be stronger. A few years of practice and I think you can make a great business with these skills.” Ocelia looked at the costumes she and Sam were wearing and did feel happy with the hard work she had done.

After that, Samantha and Ocelia got back into their regular clothes and took their costumes back to Pennywood High. After a couple of minutes of walking, they just passed one of the dorm rooms where they could hear some chatter.

“I really like the mermaid tails they had,” said a girl’s voice, “But none of them were in my color.”

“Yonah couldn’t find good Viking outfit,” said another voice. “Some too revealing.”

“They were sold out of knight outfits in my size,” a boy sighed. Sam and Ocelia were getting curious and knocked on the door, which was opened up to reveal their four friends inside.

“Hey, guys,” Samantha said. “What are you talking about?”

“We’re kind of having trouble finding costumes,” a boy named Galvin answered. “Outfits for me and Saul weren’t in our size, Sylvia could find one that looked right, and Yonah couldn’t find one that didn’t reveal too much.”

“We don’t know where else we can get our costumes now,” Sylvia sighed.

Samantha could tell her friends were disappointed, but then she got an idea as she looked back at Ocelia. “Hey, Celly,” Sam said, “Wanna show our friends what you made?”

The young costume maker felt a little nervous once she became the center of attention. “Um…. Sam, I don’t know about that,” Ocelia admitted.

“You did an awesome job. Plus it could be more practice for you.” The friends were a little confused until Ocelia took out her cat costume, complete with the bell collar and headband ears.

“Whoa, where did you get those?” Sylvia asked.

“I…. Um…. Made it,” Ocelia answered, “With some help from Ms. Belladonna.”

“It looks very nice,” Saul commented.

“What does it look like when you try it on?” Yonah asked.

Sam held up the bag that held her witch costume. “Come on, we were going to show them anyway,” she stated. Ocelia looked to her friends and took a deep breath before she and Sam walked into a different room.

After a few minutes later, the girls returned dressed up as a witch and a cat. Their friends were amazed. “Wow, those look amazing!” Sylvia commented.

“You really made those?” Saul asked.

“With some help, yes,” Ocelia admitted. She held her gloved paw hands together as she was feeling bashful.

Samantha was feeling pretty good showing off her witch costume. “Pretty sure this better than any kind of witch costume I could buy at the store,” she commented.

“Could Yonah get viking costume in same quality?” Yonah asked.

“Well… I would probably need some help,” Ocelia admitted.

“I think we could help out,” Saul noted.

“Yonah wants to make a great costume!” Yonah proclaimed.

“Yeah, I bet you can make an amazing mermaid costume!” Sylvia commented. Ocelia’s friends were excited to try out having custom costumes. She looked over to Sam, who gave a thumbs to give her some confidence.

___________________________________________

A few days later, the students were heading to Rebecca’s Boutique, where Ocelia and Samantha had been working on their costumes. “Do you think we put too much pressure on her shoulders?” Saul asked.

“She needs a bit of confidence,” Galvin stated. “Besides, she has Ms. Belladonna helping her, there shouldn’t be too much trouble for them.”

The teens walked inside of the boutique and saw Rebecca setting up some more clothes. The fashionista saw the four students and promptly greeted them. “Welcome, so glad you were able to make it,” Rebecca said. “Your outfits are just upstairs. Sam and Ocelia are waiting for you.”

The students follow the boutique owner upstairs where they soon find four mannequins set out, each one wearing a different costume. There was a costume of a mermaid, a pirate, a Viking, and a knight. The students were amazed.

“These look amazing!” Sylvia cried as she quickly took off the tiara that was a part of the mermaid outfit. The students quickly started taking their costumes and went to the changing rooms, though Saul had something to ask Rebecca.

“Ms. Belladonna, where are Sam and Ocelia?” he asked.

“They’re taking a much needed break,” Rebecca explained. “I say Ocelia deserves it. I didn’t expect her to work so hard on these for the first time.”

In the bedroom, Sam was looking at a photo that she had taken earlier of herself and Ocelia in their costumes. She then looked over to her friend, who had fallen asleep on the bed after working herself so hard. Sam could hear her friends outside talking about their outfits and decided to leave Ocelia to her nap, she deserved it.


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Thought this would be a good slice-of-life Halloween story

Update: Changed the ending as the original felt underwhelming

MLP (C) Hasbro