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    Twilight could not accurately estimate how long she’d been in the dream realm, particularly when time worked differently there, but it certainly felt like she’d been there a while. A long while, cluelessly wandering about this warped Hollow Shades, chaos magic seeping out of everything the eye could see.

    “Hello?!” she called out, but much like the dozen times before, no one replied—even though she couldn’t shake off the feeling she wasn’t alone. Moving shadows seemed to loom all about, scurrying into alleys, vanishing when she turned around, and dancing inside the empty, dimly-lit houses. It didn’t help either that the chaos magic seemed to be reacting to her, like a mist that followed her wherever she went.

    She walked towards one of the houses and peered in through the window, squinting at the darkened outlines of furniture and other assorted household objects. A rocking chair, she noticed, rocked back and forth despite not having anypony on it.

    When the chaos magic enveloping the house seemed to move towards her, she quickly stepped away and looked back towards the town.

    Where is everypony?

    It didn’t make sense. The majority of Hollow Shades’ inhabitants were trapped in nightmares, so they should be here. She should have seen somepony by now! At least one or two ponies! An entire town couldn’t be hidden like that, and they couldn’t exactly be anywhere else, either.

    Her mind wandered towards Rarity, and out of instinct, her hoof went to her chest, landing on the glowing construct-necklace. If only it worked here.

    “Hello?!” she called out again, moving further into the town. She swallowed and gambled with fate. “Princess Luna?! Princess Luna, can you hear me?!”

    A sound caught her attention, directing her gaze towards a nearby dark alley. Her hornlight illuminated her way as she ventured in, walking past distorted dumpsters and apple boxes.

    “Hello?” she called out. “Is anyone the—?”

    Shh! Please! He’ll hear you!”

    With a yelp, Twilight turned around and saw a pegasus mare cowering behind a dumpster.

    “He? Who’s he?” Twilight urgently whispered, looking around. “What’s going on?”

    “You have to hide! Please!” the mare continued, tears streaming down her eyes, wildly gesturing for Twilight to hide next to her. “Please!”

    “There you are, Spring Flower,” a voice said behind Twilight, and when she turned around to see who it was, she heard the mare let out a strangled sob behind her. “Why did you think you could leave me?”

    To call the thing a stallion would not be as accurate as calling it a stallion-shaped hole in the world, flickering and indistinct around the edges, and black throughout save for its two white eyes. It sucked up the light around it, giving off only oozing darkness that leeched into the ground beneath him

    Twilight stepped back, frightened.

    “No, please! Please, go away! Leave me alone!” Spring Flower wailed, pressed against the dumpster, terrified out of her wits. “I’m sorry!”

    And to see Spring so helpless, to see her crying and apologizing for something that was not her fault… Well, that was enough for Twilight. If before she’d have stepped back in fear, now she stepped forward, her wings flaring up defensively and her horn crackling with magic.

    “No, please!” Spring gasped, reaching out to Twilight. “You’ll be hurt!”

    “It’ll be okay,” Twilight promised kindly, as Luna had taught her. A bright magic burst from her horn, enveloping the shadow pony and dismissing it quickly enough. Once it was gone, she turned to the mare. “See? It’s fine now.”

    “What did you do?!” the mare urgently asked, anything but relieved. She stared at Twilight, horrified.

    “I dispelled it,” Twilight explained, taken aback. “It’s gone, it—”

    “No!” the mare exclaimed, burying herself against the dumpster. The dream around them began to shift, distorting even more as chaos magic seeped from all sides, reacting to her growing distress. “He isn’t gone! He’s there! He’s always there!”

    The chaos magic crackled to life all around them, and one by one, shadow ponies materialized from thin air, completely surrounding them. While Spring Flower dissolved into terrified sobbing, Twilight again extended her wings, her horn flaring up, and she dispelled them again.

    And they appeared again, and again, and again.

    “What?” she asked, her magic fizzling out as fast as her confidence. “Why isn’t it working?”

    She stepped back, and her horn flared up again, followed in short order by a roar that startled Spring Flower out of her sobbing and the shadow ponies out of their threatening looming. The mare and her nightmare creations turned to Twilight, surprised.

    But not as surprised as her.

    “I didn’t do that!” she exclaimed, only to prove her point when another deafening roar sounded out.

    They looked around for the source of the sound and traced it to a single, adorable teddy bear plush seated near the entrance of the alley. They stared at it, absolutely bewildered, and even more so when the teddy bear not only stood up but grew ten feet tall.

    It stumbled about, trying to adapt to its new monstrous height, and once it had, it looked straight towards Twilight and the others. It tilted its head to the side, blinking curiously, right up until Twilight Sparkle’s mood went from scared but curious to absolutely furious when four foals appeared next to it, Rhinestone leading them all.

    “Kids!” Twilight snapped. “What did I say?!”

    “Summer?!” Spring gasped, horrified.

    Stay away from my sister!” a filly shouted, followed in short order by Rhinestone gesturing to the shadow ponies and yelling out, “GET THEM, RUDOLPH!”

    Roaring, and somehow actually looking terrifying despite being an over-sized teddy bear, Rudolph charged forward with great heavy stomps, his furry arms wildly swinging at his sides. The shadow ponies tore towards him in return, only to be swatted away and vanishing upon colliding with the alley’s walls.

    “We won!” cheered the foals, rushing to them and surrounding Twilight and the mare.

    The chaos magic thought otherwise, however, and it again crackled to life, bringing back more of the shadow ponies.

    “…Or not…” Rhinestone yelped.

    “It’s never going to end,” Spring whispered, eyes filling with tears. She fell to the floor, burying her face in her hooves, crying miserably. “Please… Please… Make it stop… I’m sorry… Please…”

    Again and again, Rudolph swatted at the shadow ponies, keeping them away from the ponies, and again and again the shadows reappeared, a seemingly unbeatable enemy.

    Scared, but not deterred, the foals crowded around Twilight, trying to protect Spring.

    “Princess Twilight!” Rhinestone asked, looking to her for guidance. “What’s wrong? It’s not working!”

    “Hold on,” Twilight said, not able to admit defeat yet. “Stay there! All of you!”

    She gritted her teeth, flew up into the air past Rudolph, and hovered on top of the shadow ponies. As she had before, she tried to dispel them, only to have the same results as the teddy bear. They just kept coming back.

    I can’t stop them, she thought, panicked, helplessly flying overtop.

    What did she do? She didn’t have Princess Luna there to help.

    Had she failed?

    Had all her training been for nothing? What good was she if she couldn’t get rid of a nightmare?

    She looked back towards the others. The foals were cheering the teddy bear on, at least, but poor crying Spring was still cowering by the dumpster, barely registering her little sister trying to comfort her.

    How did she fix this?

    “Our job is not to fix ponies’ nightmares, Twilight Sparkle. Our job is to guide them through their fears, not save them.”

    Twilight’s eyes widened. That’s it!

    “Spring?” Twilight called out, flying down to her. When Spring ignored her, Twilight took a cue from Princess Luna and raised her voice, as commanding as she could make it. “Spring! Listen to me!”

    Finally, Spring turned to Twilight, beseeching her for guidance as Rhinestone had.

    “This is your nightmare! Only you can stop this.” She gestured to the shadow ponies. “You can get rid of them.”

    “I-I can’t!” Spring sobbed. “I tried, and they keep coming back!”

    “Then why are they still here?” Twilight asked, as kindly but firmly as she could. “Why aren’t they gone?”

    “I don’t know!” Spring protested, a slight hint of anger lacing her tone. “Why should I know?!”

    “You know exactly why they’re not leaving,” Twilight continued, unrelenting. “Why aren’t they gone, Spring?”

    Finally, Spring crumbled, drenched in a shame Twilight was not unfamiliar with. “I’m not strong enough,” she whispered, defeated.

    “No,” Twilight interrupted, her wings flaring up, Spring clinging to every word. “You think you’re not strong enough. But you are! You are strong enough to stop this! The monsters are only as strong as you let them be.”

    “How… How do I stop them?”

    “With a teddy bear from Princess Luna!” her sister exclaimed, and immediately a small teddy bear in a ballerina tutu materialized, pirouetting for the benefit of the ponies. “She’ll help you!”

    Spring blinked, and even though she sniffled, she stood up and addressed the bear. “You can help me?” she asked it, and the bear delicately curtsied.

    It turned around towards the shadows, and flipping its non-existent hair, grew ten-feet in size, standing protectively over the ponies.

    “You’ll never hurt my sister again!” the filly yelled, the foals echoing the claim, and Twilight watched as something changed in the mare’s expression. She believed. “She’s better now!”

    “She is!” Twilight exclaimed, and withheld a smile when Spring joined in, angered.

    “I am!” she exclaimed, and so did the bear rush forward towards the shadows, joining Rudolph in fighting them. “You—! You can’t hurt me anymore!”

    And now, when the bears did away with a shadow pony, it did not come back. They fought them off through sword slashes and rather elegant high-kicks until not a single apparition remained.

    They waited a moment, and when it was clear they were safe, Spring erupted into cheers.

    “I did it! I did it!” she exclaimed, laughing when her little sister jumped at her, practically toppling her over. Tears of relief glided down her cheeks. “Oh, thank goodness…”

    As the foals joined in the celebrations, Twilight stepped back, her mind already on her next task. If Spring’s nightmare was defeated, then it stood to reason that she could wake up, right? Her horn lit up and, too eager to warn her, she focused a waking spell on Spring.

    Twilight watched, hopeful, as the spell enveloped the mare.

    Her hope quickly died, however, when Spring remained in the dream, her and the foals having noticed both the spell and Twilight’s pronounced frown.

    “Are you trying to wake her up, Princess?” Rhinestone asked next, immediately alarming the mare.

    “Wake me up?” Spring asked, startled. “What do you mean? I am awake!” She swallowed. “Aren’t I?”

    Her sister giggled. “Teddy bears don’t dance in real life!” she pointed out, the ballerina bear twirling behind them for good measure. “You’re asleep!”


    “All the adults are trapped in nightmares!” said a colt.


    “And the Spirit from the fairytale put the town in this big blue barrier, and we can’t get out,” a filly added. “And then Bluebell heard Princess Twilight tell Miss Rarity that we’re gonna have a famine!” She turned to Twilight. “What’s a famine?”

    What?!” Spring gasped, horrified. “What do they mean we’re trapped in nightmares? And the town is trapped? And a famine? Is this some sort of a joke?! A famine?!”

    Twilight really regretted telling Rarity that, now.

    And… And now she regretted having thought that because she was immediately filled with anxiety over where Rarity was. If this mare was having such a terrible nightmare, did that mean that so was Rarity? And Pinkie? And Fluttershy?

    “No,” Twilight said, answering the mare. “It isn’t. None of that is a joke. Except for the famine part. I mean. It’s not a joke, but… Let’s not think about that. Anyway.” She looked around, eager to get moving. “This isn’t the place to talk about this. We need to get somewhere safe.”

    Even though she didn’t know where to even start looking for someplace safe.

    Maybe she ought to start with finding Rarity, making sure she was safe, and then just go from there.

    “And we can find Dusk and the others, too!” Rhinestone exclaimed.

    Twilight’s eyes widened. “‘Dusk and the others’?” she repeated slowly until her wings almost flared up. She turned to the mare, trying her best to imitate one of Rarity’s ‘customer service smiles’. “Can you give us a minute? I want to make sure the foals are up to date with the plan I told them.”

    She turned to the foals, gestured a little ways away, and smiled politely. “Kids?”

    Excited, they rushed off, eager to assist Twilight. They were admittedly less eager when her kind smile immediately disappeared the second they were far enough away.

    “Kids!” she whispered, furious. “There’s more of you?! What did I tell all of you?! I told you one thing! To not sleep! And here you all are! Asleep! And now you’re telling me there’s more of you lost inside the dream realm?! I can’t believe this! Why didn’t Incantation stop any of you?”

    At the changeling’s name, all the foals immediately looked away, guilt spread across their faces.

    Twilight was horrified.

    “…I’m afraid to ask,” she said. She did so anyway. “What did you do to Incantation?”

    “Nothing bad!” Rhinestone insisted. “We just gave her lots of hugs! And told her we loved her! That’s not bad!”

    “Yeah!” the others added.

    “And I’m sure you didn’t do it because you knew she gets sleepy when she’s overfed with love,” Twilight whispered, her eyes narrowing. “Right?”

    The foals looked away, hoofing at the ground.


    “Kids! That’s incredibly irresponsible! You know ponies are having terrible nightmares, and yet you tricked Ink into falling asleep?!”

    “But—! But you said last week that changelings can’t come into our dreams! They have a dream station of their own!” Rhinestone defended.

    “Dreamscape. And—” Twilight relented. “…That’s true. Only ponies can enter our dreamrealm. Changelings have one of their own. But still! You disobeyed me!”

    “…We’re sorry,” they said in unison. “We just wanted to help…”

    Twilight let out a long, long, so very long sigh and rubbed the bridge of her nose.

    “…I know.” She licked her lips. Well then. “We need to find the other foals, then we find Rarity, then we find the other ponies stuck in nightmares, then we find shelter, then we figure out what to do, and then we do that.”

    “And then we don’t get punished ‘cos we saved you and Spring Flower?” a filly suggested eagerly. At Twilight’s stare, her cheeks reddened. “Oh.”

    “Do you have any idea where the others went?”

    “My big brother went to the plaza with his friends,” Rhinestone said.

    “Okay.” Twilight gestured for Spring and the teddy bears to follow them. “That’s where we’ll go first.”

    The way to the plaza was much less haunting now that she wasn’t completely alone. The foals weren’t afraid either, but that was mostly because their faith in Twilight, the teddy bears, and Princess Luna was unwavering. They absolutely believed they were unbeatable and so, in dreams, they were.

    “But… But the legend isn’t real!” protested Spring. “That’s impossible!”

    For the past however many minutes they’d been walking, everypony was involved in a heated discussion over whether Twilight was a real alicorn or not. Twilight herself wasn’t participating, mostly on account of needing to somehow rescue everypony, but it was interesting to half-listen to.

    “It is!” the foals protested.

    “It can’t be!” Spring protested back. “If it was real, Princess Denza would know and she would have told us!”

    Right, Twilight thought. And then you’d all find out she’s displaced and start panicking.

    The discussion continued, and Twilight tuned it out in favor of listening for more ponies.

    “Hello?!” she called out, the plaza looming on the horizon. “Rarity? Fluttershy? Pinkie? Kids?”

    From a distance, the plaza seemed empty, and once they reached it, she was disappointed to see it was empty—well, empty of ponies, but not of chaos magic. That was still around, seeped into everything the eye could see, living and breathing and waiting.

    “Are you sure Dusk and the others were headed this way?” Twilight asked, looking back towards the ponies being ferried around on the teddy bears’ shoulders and arms.

    “Yes!” Rhinestone exclaimed, her brow furrowing. “He said he’d be here!”

    Twilight clenched her jaw. Something’s wrong.

    “Everypony, stay behind me,” she warned, and the bears put down the foals and took on a defensive stance, Rudolph summoning his sword. “Don’t let down your guard.”

    The group carefully moved into the plaza—Twilight at the front, the bears taking the rear, and everypony else huddling inside the middle of the triangular formation. Without warning, the chaos magic stirred and a haze rose from the ground.

    “What’s happening?” Spring asked, instantly alarmed as she and the foals quickly gathered near Twilight.

    “The dream is changing,” Twilight replied, her wings flaring up as her horn illuminated what it could. “Stay close to me!”

    “Look!” a filly gasped, and when Twilight turned to do so, she realized a tree had appeared a few feet away.

    And another. And another. And another, and soon enough the forest had encroached upon them. But not any forest, Twilight realized. These trees were familiar, but they were not the ones from Hollow Shades.

    This was the Everfree Forest.


    A low growl filled the air, and her suspicion was confirmed when a timberwolf appeared in the distance, stalking its way through the trees. More growls followed, and a dozen timberwolves joined the first, all of them headed in the same direction, apparently unaware of Twilight and the others.

    “What are those?” Spring whispered urgently, trying her best to protect the foals.

    “Timberwolves,” Twilight whispered back, her eyes set on the wolves as they moved away.

    But if timberwolves and the Everfree Forest were here… then that meant this nightmare belonged to somepony from Ponyville.

    And who else would dream of timberwolves but somepony who’d been attacked by them?

    She debated what to do—whether to stay with Spring and the foals, or to leave them with the bears and go find Rarity—but the choice was made for her when the timberwolves rushed off and distant screams of terror echoed out.

    “Stay here!” she ordered her companions, before looking up to the bears. “And keep them safe!”

    Without waiting for a confirmation, she sped off towards the source of the screams, scared for Rarity even though she rationally knew there was nothing to be afraid of.

    “Rarity?!” she called out, clearing the haze away with her magic.

    She rushed out of the pseudo-forest and found herself back at the plaza. The timberwolves were gathered there as well, terrorizing the six or so adults backed up against a building, all watching as Fluttershy stepped up to the wolves.

    “Stay back!” she yelled, standing her ground even though her eyes were filled with frightened tears. “Stay away from us!”

    “What manner of creature are these?!” Elder Moonshine gasped from within the crowd.

    “Fluttershy!” Twilight called out, rushing to the pegasus, who nearly burst out in tears of relief at the sight of the princess.

    “Princess Twilight!” she gasped. “Help us! They’re everywhere!”

    “Help us?! What can she do?!” a stallion exclaimed. “They’re going to kill us!”

    Fluttershy’s eyes widened. “Kill us?!” she yelped, and immediately more timberwolves materialized, slobbering green fumes and howling into the night.

    “Fluttershy!” Twilight exclaimed, trying to get Fluttershy to focus on her. “This is a nightmare, remember?”

    “A… A nightmare?” she said, struggling with the fact. “But… But…”

    “Fluttershy, think. Think about what’s happening. There are no timberwolves in Hollow Shades,” Twilight said, and a wave of relief swept over her when Fluttershy’s eyes grew wide with realization.

    “You’re right!”

    Twilight turned towards the timberwolves, her wings flared. Hopefully, she would be able to dispel this nightmare permanently, unlike the shadow ponies from before.

    “What about Rarity?!” she asked next, staring down the growling wolves. “Is she with you?!”

    “No. Is she not with you?” Fluttershy replied, her tone as concerned as Twilight’s.

    Twilight shook her head, her heart constricting in her chest. She pushed away her concerns and flared up her horn, ready to deal with this as quickly as she could.


    The mist began to change again, and the chaos magic all around lit up. The wolves, too, changed their behavior. Though they kept growling, they moved to the side and made space for an alicorn to emerge, her body completely wrapped in an aura of chaos magic.

    Under that aura, her coat and wings were a solid black, like she’d been cut out of the night sky. Her horn had grown to a wicked length and to a wicked point; her regalia had decayed away, bled of its colors, its ragged edges razor-sharp. Twilight had to crane her head to meet the alicorn’s eyes, mad and luminous as moonlight.

    Twilight stared, horrified.

    “…Princess Luna…”

    This… This was a complete transformation. She hadn’t transformed like this, and much less had she been able to look so in control of herself!

    Was this Nightmare Moon?

    Nightmare Moon stepped forward, sympathetic.

    “Oh, my beloved foals. Poor things. Having such terrible nightmares.” Fangs gleamed in her mouth, accentuated every word. “Oh, my dear, dear children. It’s been so long since I’ve seen your precious little disbelieving faces! Remember me? No?” she asked when none replied, all of them cowering behind Twilight. “Well.”

    She grinned.

    “I remember you.”

    And with a flash of smoke, she disappeared, just as Twilight stepped forward. “Wait! Stop!”

    “Little Lemon Sorbet!” Nightmare Moon exclaimed, appearing next to the mare and grinning when Sorbet shrieked and fell to the ground in her haste to back away. Nightmare Moon leaned down and tilted her head to the side. “Still dreaming of spiders under your bed?”

    Spiders crawled out from the ground, and Sorbet’s yelps triggered another flash of smoke as the princess disappeared and reappeared next to an older stallion.

    “Little Edge Wise!”

    “Wait!” Twilight exclaimed, dispelling the spiders away from Sorbet.

    But Nightmare Moon ignored her, too busy towering over the terrified stallion.

    “Still afraid of the monster in the closet?” she asked, and a gruesome gasping sound rang out as a half-formed oozing creature dragged itself out from the forest, groaning out Edge Wise’s name.

    Twilight clamped her ears to her skull, overloaded by the noise and it all.

    She tried to shield Sugardash, but the young teenager still burst into miserable tears when her foalhood bullies materialized before her, mocking her for her dumb nose and her dumb face and her lack of friends. Running past the poor princess, the elderly Blitz called for help as the chaos magic clouded his face and forced him to live in the dark, his worst fear made real. He spun around and around, ignoring Twilight’s warning and tripping on Lunar Star and Ivory Twirl as they ran away from ghosts and the undead.

    And all throughout, Nightmare Moon laughed and laughed and laughed.

    “Princess!” Fluttershy exclaimed, terrified, as timberwolves prowled around her. “What do we do?!”

    “Stop!” Twilight pled to Nightmare Moon, run ragged as she dispelled one nightmare after another, only for them to come back as they had before. It was too much, it was too much. She came to a stop, breathing heavily, tired even in dreams. But persistent. Persistent as she haggardly yelled out, “You have to stop!”

    Twilight felt somepony touch her shoulder and speak urgently.

    “Where is she?”

    She looked up and saw Elder Moonshine standing next to her, looking quite grave.


    “You say you’re the real Princess Twilight. The one from the legend,” the elder continued, as ponies not yet plagued by nightmares listened in. “Then that means Princess Luna should be real, too. She can fight off even the worst of nightmares, can’t she?” Her hoof dug into Twilight’s shoulder. “Where is she? Can you bring her here? Surely, if she is real, she can defeat that… creature, can’t she?”

    And Twilight stared, helpless. “That is Princess Luna,” she whispered, but only the shocked Elder Moonshine heard, because the stallion eavesdropping had already left the conversation to confront the terrible creature of the night.

    “That’s right!” he yelled out, emboldened as he grabbed Nightmare Moon’s attention. “Princess Luna will rescue us! She’ll stop you!”

    And Nightmare Moon did stop.

    In fact, for a moment, all the nightmares stopped, frozen in place, lifeless marionettes dangling by the string as their puppeteer stared. Stared at the stallion, almost thrown off, processing his daring, dashing statement.

    “Princess Luna will rescue you? The fictional Princess from legends?” Nightmare Moon asked, and then she laughed. She laughed, and it was loud, and shrieking, and overpowering, and angry. And then she sobered up.

    “Well. Where is she?”

    She vanished out of existence, reappeared next to the stallion, and looked out into the horizon.

    “I don’t see her here. Do you?” She turned towards the other adults, frozen in fear, and towards her nightmares, which obeyed her every word. “Do any of you? Where is this so-called Princess Luna?” She glanced towards the horizon. “Oh, Princess Lunaaaaaa?!”

    She turned back to the stallion, and her grin was sinister as she leaned down. “Well?”

    A flash of light followed, and Twilight appeared in front of the stallion, forcing Nightmare Moon to step back.

    Enough,” Twilight demanded.

    “Enough?” Nightmare Moon asked, and laughed. “Twilight Sparkle! Everypony!” She flew up into the air and addressed them all. “I hope last night was restful slumber, my little ponies, for it was your last!”

    And to the sound of her cackles, the nightmares began anew, chasing ponies to and fro.

    “Everypony, you can stop them!” Twilight called out, trying to appeal to ponies who did not listen. “Listen to me! This is just a nightmare! You can stop this!

    There they are!”

    Startled, Twilight looked around and saw a new arrival in the distance.

    And it was the strangest sight, she thought, which made sense considering where they were.

    Like Equestria’s strangest cavalry, a horde of massive angry teddy bears stood in the distance, Dusk and the rest of the foals crowded around their feet, all awaiting the orders of their intrepid leader: Pinkie Pie.

    There she was, standing atop an overgrown alligator and brandishing a wooden toy sword.

    And for a second.

    Nightmare Moon faltered.

    Chaaaaarge!” Pinkie hollered, and so did her brigade obey, the teddy bears rushing forward to attack the nightmares while the foals rushed to help and protect their families.

    Twilight took the opportunity and turned to the adults. “Everypony! These nightmares can’t defeat the teddy bears! Stay out of the way and trust them to do their job!”

    At the rallying cheers of the foals, the adults stepped back and watched as indeed, one by one, the nightmares were permanently defeated by the bears.

    “Teddy bears? Teddy bears?” Nightmare Moon howled, and the chaos magic around her intensified. “You think you can defeat me with teddy bears?

    “Yes, we can!”

    Pinkie jumped off her alligator and landed in front of Nightmare Moon. Though everything about her stance and her voice was on the offensive, she still lowered her sword and put it on the ground.

    Nightmare Moon ignored her. She laughed instead.

    “You fools!” She teleported towards her nightmares, almost delighted by what was going on. “How adorable! How quaint! You think you’re winning!”

    “Why are you doing this?!” Pinkie demanded, rushing to Nightmare Moon, who promptly ignored her and went to another nightmare as it was defeated by the bears.

    “You cannot hope to defeat me! Nightmare Moon thundered, her horn lighting up. “I know your fears! I will just keep bringing them back!”

    It was just like before, Twilight realized, watching Pinkie willing herself to confront Nightmare Moon only to be ignored. Just like with the dreams, where any mention of Pinkie would be dismissed by Princess Luna.

    Even then, even totally transformed, Princess Luna was still ignoring—or, perhaps, avoiding—Pinkie Pie.

    Much like Twilight had tried to avoid Rarity long ago.

    Finally, she watched as Pinkie willed herself one last time in front of the alicorn, yelling out so loud, even the ponies and remaining nightmares turned to watch.

    “Then do me, first!” she demanded, and finally.

    Finally, Nightmare Moon could ignore her no longer.

    “You,” said the princess of the night, and anger laced her tone, her eyes burning into Pinkie’s. “Why are you here?”

    Pinkie did not hesitate in her reply.

    “Because Princess Luna always said ponies’ dreams have to be protected.” She placed a hoof over her sword. “So if you want to make them have nightmares, you have to make me have nightmares too!”

    Nightmare Moon laughed derisively. “Is that so? Confident, aren’t you? You think I will stop for you?!” Her cackling filled the air as her horn crackled with magic. “You underestimate me, child!”

    “No! Don’t!” Twilight called out, rushing to stop Nightmare Moon before she could hurt Pinkie, the latter standing tall and proud and ready. Her horn burst with magic, ready to pull up a shield. “Stop!”

    She was, admittedly, startled when Nightmare Moon did.

    There she stood, her horn still crackling with magic, her eyes burning into Pinkie, everything about her showing she wanted nothing more than to bring about the mare’s worst nightmares, but she didn’t.

    She couldn’t.

    Pinkie did not falter. She stared right back, unwavering. A standoff as everypony waited for someone to blink.

    You,” Nightmare Moon hissed.

    “Me,” Pinkie replied, calm, and collected, and more severe than Twilight had ever seen her.

    Nightmare Moon stepped back, her magic dying down. “Very well. I will let you be. For now.” she warned, and in the stammer of her voice, Twilight knew hope remained. The situation was still salvageable. “But I’ll be back! You cannot run away from your fears forever!”

    And with that, she disappeared in a cloud of smoke. Her nightmares followed suit and the forest around them faded until the plaza could be seen in the distance. Spring, the foals, and the bears noticed Twilight and the others and quickly hurried over just as parents reunited with their children, relieved to see them safe.

    “Princess!” Fluttershy exclaimed, rushing over to Twilight. She sighed with relief before her worry returned. “Was that Princess Luna…?”

    Twilight nodded, her ears folding back. “Yes. That was her.”

    She looked to Pinkie, unsure of what to say. The pink mare was gazing off towards the spot where Nightmare Moon had been, her brow scrunched up. If seeing Princess Luna in such a state wasn’t easy for her, she couldn’t imagine it had been any easier for Pinkie.


    Pinkie turned to her, and immediately the frown vanished, replaced instead with a delighted grin. “We did it!” she exclaimed, hopping up and down in place. She looked at Fluttershy and Twilight, excited. “We kept everypony safe!”

    “…We did!” Twilight exclaimed, thrown off.

    “Isn’t it great?!” Pinkie added next.

    “Oh, yes…” Fluttershy replied, glancing at Twilight uneasily. “Are you all right?”

    “I’m fine!” Pinkie exclaimed in earnest. At their stares, she doubled down. “I am!”

    “So, it’s true, is it?”

    They turned around and saw the ponies had crowded around them, Elder Moonshine leading them all, leaning on her cane. A pronounced frown marred her face.

    “That was Princess Luna.”

    Gasps rang out, from mares and foals alike.

    “Princess Luna?!” a stallion exclaimed. “But isn’t she supposed to be good?!”

    “What’s wrong with Princess Luna?” a filly asked, tugging on Twilight’s leg. “Why would she be mean like that?!”

    “Is she mad?” Dusk asked, tearing up. “‘Cause of what I did?!”

    The barrage of questions assaulted Twilight, and she stamped her hoof on the ground, trying to restore some order. She opened her mouth to speak out:

    “That wasn’t Princess Luna!”

    And left her mouth hanging open when she turned to Pinkie, who moved towards the others after her very bold—and very wrong—assertion.

    “It wasn’t?” Twilight blurted out.

    “But—! She was an alicorn!” a mare exclaimed.

    “So?! It’s not her!” Pinkie shot back. “That’s Nightmare Moon, not Princess Luna!”

    “But her cutie mark! It looked like Princess Luna’s!” a teenage stallion protested.

    “Lots of cutie marks look sorta the same!” Pinkie giggled, seemingly amused.

    “But… where is she?” a filly asked. “Why isn’t she helping us?”

    Pinkie frowned. “She is! She’s not here right now, but she’s trying to fix everything! She’ll be here soon!” She turned to Twilight and Fluttershy. “Right?”

    Pushing down her reluctance to lie, Twilight nodded her head, Fluttershy following suit.


    “But this doesn’t make sense!” one of the ponies exclaimed, bewildered. He gestured to Twilight. “You’re—You’re not an alicorn! You’re not the actual Princess Twilight! She has wings, and you have—” He trailed off, his eyes settling on her rustling feathery appendages. “…wings.”

    “Of course she has wings!” another mare retorted. “They said we’re in a dream! It doesn’t mean they’re real! Or any of this is real, or—”

    “But they are!” Pinkie protested. “She is!”

    “You just don’t think they are ‘cause of the Spirit’s bad magic!” Dusk exclaimed.

    Pinkie did not budge. “The spirit did this! He’s the reason you’re all trapped here!”

    “Pinkie…” a mare said, aggravated. “We’re not foals anymore! And we’re in danger! When are you going to grow up?!”

    Elder Moonshine stamped her cane against the ground.

    “Enough, children!” she snapped, commanding. She turned to the other adults and pointed the tip of the cane at them. “Do any of you know how to get us out of here? No?!” When no one spoke up, she slammed her cane down again. “Then be quiet! And be grateful this child is still willing to help after how much you mocked her and her friends!”

    When the adults fell quiet, muttering chastised apologies, Elder Moonshine turned to Pinkie.

    “Child. What happens now?”

    “Uhhhh… I don’t know. I’m not good at planning,” she confessed, smiling sheepishly. “Usually Rarity plans what we have to do, so—!” She looked around. “Where’s Rarity, Princess Twilight?”

    Twilight’s heart fell.

    “I don’t know,” she confessed, and anxiety gripped her again, along with the desire to leave them to their devices as she sought out the unicorn. Where was Rarity?


    “But I have a plan on what to do next,” Twilight continued. The sooner everyone was safe, the faster she could find Rarity. “Kids, is this all of you?” At their nod, she detailed her plan: “Good. Then Fluttershy and I will go find Rarity and anypony else we can find. Pinkie, you know how the dream realm works. Can you find a safe place for everypony to stay in?”


    “What about us?” Dusk asked, gesturing towards the foals and teddy bears. “Can we come with you?”

    Twilight shook her head.

    “No. I need you to do something more important than that.” She gestured to the teddy bears and the rest of the foals. “I need you and the bears to keep making sure everypony is safe from the nightmares.” She leaned down to him. “Can you help me with that?”


    “Great! I knew I could count on you,” she said, smiling back at the grinning foals, all excited and ready to help. She looked back towards Pinkie and then Elder Moonshine. “That’s that, then.”

    “Very well,” the elder said, and then shocked Twilight by bowing slightly. “Thank you, Princess. Be safe.” She looked up, severe. “And find the others, please.”

    “I will,” Twilight promised, and stepping back took one last look at them all before rushing off. “Come on, Fluttershy!”

    “Where are we going?” Fluttershy asked, catching up to the princess.

    “The only place I can think of Rarity being in any version of Hollow Shades,” Twilight replied, aware of the faux-necklace thumping on her chest. “The Dreamland.”

    Their rushing hoofsteps echoed throughout the dreamscape, a constant thrumming sound that matched Twilight’s heartbeat. Not much conversation was shared between the two ponies except for a few remarks here or there about the warped buildings, the lurking shadows, and a hushed order to be quiet and listen.

    Listen for any suspicious sounds beyond the constant din of the chaos magic, ever whispering and crawling.

    The only thing louder than it and their hoofsteps were Twilight’s thoughts.

    How could they save everypony? How could they wake them? And more importantly, how could she save Princess Luna? All these and more bombarded her constantly, and yet answers were hard to come by.

    “She stopped for Pinkie,” she said aloud, and Fluttershy faltered a moment before resuming her gallop.


    “Princess Luna, or Nightmare Moon, or whatever she is right now,” Twilight elaborated, leading Fluttershy into a warped alley. “She stopped for Pinkie Pie. Maybe she’s the one who can fix this. She can bring Princess Luna back.”

    “What brought you back?” Fluttershy asked.


    She didn’t have to think about it. In fact, she’d seen her own situation reflected earlier with Nightmare Moon.

    “Rarity is what helped bring me back, so Pinkie must be the same for Princess Luna. It makes sense!

    “Do you think Rarity’s okay?” Fluttershy asked next.

    “I hope so,” Twilight said. “Rarity’s been in Hollow Shades for over a year. I told her all about my training with Princess Luna. She shouldn’t be completely defenseless.”

    Regardless of whether this was true or not, she would soon find out, now that the Dreamland loomed in the distance.

    It had been transformed into a twisted and decrepit ruin. The building’s blue walls were black and decayed, the bright yellow constellation designs faded and blurred. The clouds lining its exterior had darkened into stormclouds, complementing the smashed windows and the shredded flag above the building.

    And atop the large crystalline doors, the oval painting usually depicting Princess Luna had been replaced with a cackling Nightmare Moon.

    “Oh dear,” Fluttershy gasped, coming to a stop. “That certainly doesn’t look good. Do you really think she’s in there?”

    “I hope so,” Twilight replied, her wings jostling nervously at her sides.

    Much like the dream doors scattered throughout, the crystal doors of the Dreamland swung on their hinges. The two mares lingered outside, staring into the dimly lit foyer.

    “Well,” Twilight said.

    “Yes,” Fluttershy replied.

    “It’s dark,” the former pointed out.

    “Very dark,” the latter agreed.

    The creaking doors, Twilight decided as she stopped them with her magic, didn’t really need to participate in the conversation.

    “Thank you,” whispered Fluttershy.

    “It’s no problem,” Twilight said, her horn lighting up as she decided that she ought to make the first step or else no one would. “I’ll go in first, then?”

    “Alright,” Fluttershy said, and despite it all, Twilight couldn’t help an amused smile at how relieved the pegasus sounded.

    Much like the Dreamland’s exterior, so had the interior been fully transformed. The grand staircase’s rugs were decrepit and frayed at the seams, and the small statues of Princess Luna lay shattered and scattered on the floor.

    What really struck Twilight, and not in a particularly good way, were the walls. Though the drawings on these walls were still filled with foalish drawings and designs, what they now depicted was certainly not for foals.

    They depicted scenes like massive dragons laughing as three mares helplessly drowned inside a well they could not climb out of. Or hungry changelings, green drool dripping from their mouths, descending towards a basement where a terrified stallion was trapped.

    At hearing Fluttershy whine, she noticed the pegasus pointing towards a crude drawing of timberwolves preying on a white mare in the woods, her leg messily scrawled with red chalk.


    Twilight cursed under her breath, turning around away from the walls and towards the rest of the building.

    “Rarity? Rarity!”

    A crashing sound came from Princess Cadance’s theater, followed immediately by the doors slamming open, and a mare and two stallions rushing out, screaming at the top of their lungs. They rushed past Twilight, practically toppling her over, only to slam into the crystal doors that were no longer off their hinges and instead were perfectly shut and locked.

    “Help! Help!” one of the stallions yelled, trying to no avail to force the doors open. “Stop her!”

    “Hold on!” Twilight exclaimed, trying to get them to calm down. “Stop her? Stop who?”

    “She’s going to eat us!” the mare wailed, terrified, holding onto the other stallion.

    Eat us? Twilight thought, completely baffled right up until a wet, slavering, slobbering noise emerged from the theater. Once Fluttershy was next to her, Twilight stepped forward, her horn lighting up with defensive magic.

    Twilight had seen changelings before. In fact, she currently lived with one. She knew what they looked like, but…

    But the one emerging from the room looked nothing like the ones she knew.

    It stalked through the doorway, its carapace dull and sunken, emaciated to the point where Twilight could see its ribs. Its eyes shone with a mad, feral glean, and slaver ran down from its fangs to the floor.

    The only thing about it that Twilight and Fluttershy recognized was the torn, dirty blue bandanna tied around her neck, the initials LD embroidered in a messy pattern.

    An aghast Fluttershy uttered her and Twilight’s common thought. “Incantation?”

    “I’m hungry,” she rasped. “It hurts. Let me feed…” She advanced on Twilight, her usual joy gone, replaced instead with a mindless, starved stare. “Let me feed…”

    Twilight was terrified, at first. Moments later, she was something quite distinct.

    She turned on the ponies, incensed. “You think Incantation wants to eat you?! This is your nightmare?!

    “Please,” the stallion begged. “She listens to you! Can’t you keep her under control?!”

    “What is that supposed to mean?!” Twilight demanded, indignantly.

    “Princess!” Fluttershy said, shaking her with a hoof. “The nightmare—!”

    Twilight turned back towards Incantation, who now seemed much less mindless and much angrier.

    “Enough… Enough!” Ink snarled, lunging at Twilight, her fangs bared out. “Let me feed!”

    As quickly as she could, Twilight took the construct in her magic and slammed her on the ground with a painful thud, keeping her held in place even though she snarled and screeched.

    Privately, Twilight was glad ponies did not share the same dreamscapes as other creatures. The thought of Incantation potentially witnessing what some ponies thought of her was sickening.

    Please,” the mare begged. “Get rid of it! It’s evil!”

    Twilight turned back to Incantation, wanting to end this before they could offend the changeling even more. Her horn burst with magic, and though that was not the real Ink, Twilight still felt sorry as she dispelled it with a burst of magic.


    Except it didn’t go away.

    Incantation remained on the floor, thrashing and hissing. “I’m hungry!” she snarled. “Let me eat!”

    Twilight frowned, thrown off for a moment before she remembered the rule this dreamscape now followed. Ponies had to dispel their own nightmares.

    “This is a nightmare!” she said, turning to the cowering ponies. “This isn’t real! You can make her go away!”

    “She’s a monster!” the stallion gasped. “She wants to hurt the foals!”

    “She would never!” Fluttershy gasped.

    “What is wrong with you?!” Twilight snapped, infuriated. “Changelings don’t even work that way! They feed off love! They—” She grit her teeth and shut herself up. Why waste her breath? “Look! I’m going to dispel her, okay? Believe that I can get rid of her!”

    The ponies didn’t bother to acknowledge her, instead just watching as Twilight turned back to Incantation. She summoned all the magic she could and cast a spell, filling the room with a blinding light.

    However, when it died out, Incantation remained.

    “For Celestia’s sake!” Twilight exclaimed. She didn’t have time for this!

    “Puh…Princess?” Fluttershy yelped. “Look! The ponies…!”

    Aggravated, Twilight whirled around, but her aggravation quickly vanished when she noticed the ponies had too. They were completely gone.

    “What?” she gasped, startled into losing her grip and allowing Incantation to break free, jumping up and backtracking, her ravenous eyes still set on the mares. She lunged forward, slamming against a barrier Twilight conjured.

    “That… That can’t be her! Our dreamrealm is only accessible to ponies!” Twilight stammered, wincing when Incantation again launched herself against the barrier. “Changelings can’t be in here! Except…”

    Her eyes roamed the room, landing on the chaos magic littered throughout, crawling up the changeling’s hindlegs.

    Except chaos magic had gotten in, and if it got in, who was to say it wouldn’t let other creatures in, too?

    “This is her nightmare,” Twilight said, horrified.

    Fluttershy watched Ink slam herself against the barrier yet again, distraught. “Can’t you help her?! She’s hurting herself!”

    “I don’t know how!” Twilight exclaimed. “She has to see for herself that this is a nightmare! That ponies don’t actually feel this way!”

    She braced herself for another slam, only for Fluttershy to take her completely by surprise and rush out of the barrier’s protection and straight towards the changeling. Incantation, too, was taken aback, if the fact that she was letting Fluttershy hug her was any indication.

    “…Or you could do that, I guess…”

    “You’re a wonderful changeling,” Fluttershy insisted with a disarming kindness that Twilight had only ever seen from Fluttershy. She held the changeling tight. “And you take wonderful care of the foals.”

    “…I do?” the changeling rasped, her eyes filling up with tears, and in her uncertainty, Twilight saw the solution.

    “Yes, you do, Incantation,” Twilight said. “You’re an incredibly important member of the Dreamland. If Rarity were here, she’d say so herself.”

    “But… But…” The changeling struggled against it, her eyes going to the spot where the ponies had been. She buried her face in her hooves. “But they think I’m a monster.”

    “And they’re wrong! You’re our friend,” Twilight insisted, and with a smile, unleashed what she hoped would be her piece de resistance. “And we could really use your help since the foals tricked you into falling asleep and now they’re in the dream realm with us.”

    The effect was immediate.

    “They WHAT?!” Incantation gasped, practically shooting up, and Twilight couldn’t help a smile of relief when the changeling transformed, her nightmare body returning to her usual one as she practically toppled Fluttershy over trying to stand up. “No! I’m sorry! Am I fired?! I don’t want to be fired! I love the Dreamland! I’ll work for free!”

    She was completely thrown-off when Twilight and Fluttershy giggled.

    “Wait. What? What’s going on?”

    “Welcome back,” Twilight said, watching as Ink helped Fluttershy back up on her feet. “You were having a nightmare. Or, well, we were in your nightmare, more accurately.”

    “Oh! Oh!” She went red in the face. “Oh no. You saw—?” At their nods, her face turned redder. “Oh. I’m not fired, though?”

    “No,” Fluttershy reassured her. “You’re most certainly not fired.”

    “Oh, good! And the foals didn’t go into the nightmares?”

    Twilight grimaced. “No, that part is true. They’re safe with Pinkie right now.”

    “I don’t understand.” Incantation looked around, nervous. “I thought I wasn’t supposed to be able to go into ponies’ dream-place-whatever?”

    “You aren’t. And that’s the problem,” Twilight said, somberly. “It’s complicated, but right now isn’t a good time to try and figure it out. We have other things to deal with.”

    Namely, Rarity.

    And if Rarity was here, then she’d be in her workshop.

    “Come on!” she called out, making her way up the stairs.

    Much like the floor below, frightening drawings plastered the walls of the Dreamland’s second floor—several of them were the same as downstairs, in fact, including the one with the timberwolves. Teddy bears littered the floor as well, but these were not like the ones protecting the foals. These were bare, devoid of life, missing eyes, torn at the seams, stuffing poking out from within.

    “Geez,” Incantation said when she and Fluttershy joined Twilight. She stepped forward and took one of the teddy bears in her hoof, half its face shredded off. “This definitely isn’t my nightmare.”

    “Something awful happened here,” Fluttershy said, whining softly. She gestured towards a wall pockmarked with scorched holes and scars, looking like the consequence of a misfired magical blast.

    “Rarity?” Twilight called out, gripped with anxiety as she moved further in. “Rari—”

    A terrified yelp coming from Rarity’s bedroom caught her attention. Without hesitation, she galloped towards it, practically slamming the door open as she rushed in and looked around.

    “Rarity?! Rari—”

    Her words caught in her throat. It was not Rarity who she found inside the dark bedroom, but a stallion and a mare, both of them cowering behind the bed. She immediately wondered if they were even real, but… something about them seemed off—and not in a way dreams should act.

    The two of them were dead quiet, pressed against the adjacent wall, the stallion’s foreleg defensively wrapped around the mare as they stared at Twilight, completely terrorized.

    Fluttershy and Incantation were walking towards her, but stopped when she held up her hoof. More ponies might frighten them even more.

    “Hello,” she said gently, moving towards them, “it’s okay—”

    The mare yelped at this, burying herself in the stallion, his grip over her tightening.

    Please… Please, Denza, help us…” the mare sobbed, forcing Twilight to stop.

    “It’s fine, really,” Twilight insisted.

    She looked around the bedroom, finding it to be a complete disaster. Furniture was lying on its sides, the drawers completely pulled out with their contents spilled all over. More signs of misfired magical blasts littered the walls and furniture, including some lamps that had been blasted apart.

    What in Equestria happened here?

    Even in the dark, she could see a fight had ravaged the bedroom.

    “Alright,” she said, carefully, the stallion staring as she moved further in. “I’m going to come closer, okay?”

    No!” he gasped the moment her horn lit up, the mare’s wailing intensifying. He clutched the mare, protecting her as much as he could and shielding himself from Twilight. “Please! Please don’t hurt us! Please, I beg you!”

    “Hurt you?” Twilight asked, bewildered. “Why would I hurt you?”

    Though it wasn’t them who answered her question.

    A noise emanated from the bathroom—a low, angry growl—and Twilight realized the closed door had been barricaded with furniture and other items.

    “What’s in there?” Twilight asked, her wings flaring when something slammed itself against the bathroom door. She glanced at the couple again, the two cowering in fear, and irritation laced with fear rose within her. “What’s in there?”

    It was the nightmare that answered.

    Its growling became an enraged snarl, followed by a blast of magic that blew the door to smithereens, the blowback of it toppling Twilight to the floor as the couple screamed in terror, fleeing from behind the bed and running out the room.

    Moments later, when the dust settled, the princess stood up to see half the bathroom door missing.

    Fluttershy and Incantation rushed to her but again stopped when Twilight lifted her hoof, her eyes fixed on the bathroom. Still hearing the nightmare inside, she carefully got up and waited for it to come out.

    And it did.

    Its raspberry-colored magic took hold of the furniture blocking the door and flung it away, sending it crashing into the same spot the couple had been. The rest of the door followed suit, magically torn off its hinges and thrown off, leaving ample space for the nightmare to step out, her lavender wings flared, her horn ablaze, the necklace hanging from her neck devoid of magic and color, and her eyes—angry, angry, angry—were pitch-black.

    Just as they’d been two years ago.

    And just like that, staring into her reflection, feeling really quite gutted, Twilight knew she’d found Rarity.

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    1. Zanna Zannolin
      Nov 6, '22 at 10:22 pm

      i feel like i have been clobbered over the head several times. now that’s partially because i’m sick and had a really long roadtrip the other day but it’s also because WHAT ETHE FUCK MONO. (said with delight)

      i LOVE how you write the nightmarescape. i think i already mentioned i am a fan of how you write dreams but the way you write nightmares? chef’s kiss. i am a lover of horror and the vibes here are great. i really like how all the previous things we’ve learned about dreams and the dreamscape from twilight training for seeking night come back and prove useful. like okay that is how a plot works but does that stop me from being delighted? NO. i am giddy. it’s just so well-thought out and ugh i love it so much. the richness of your stories is lovely. also YASSS teddy bears omg. reminds me of this art piece i saw a long time ago of a teddy bear fighting off a nightmare. immaculate.

      and also THIS being how the residents are beginning to break down and believe? how the chaos magic is essentially defeating itself? or maybe how it’s focusing less on keeping people in disbelief because it doesn’t need that. it needed princess luna to give in and to feed it more and if she’s already given in, it doesn’t need to keep ponies enthralled. oh i could theorize about this for hours i’m soooo interested. either way the chaos magic has kind of looped around to defeat itself and i think that’s very fitting because chaos magic is unpredictable, chaotic, and that’s just the sort of thing it would do.

      and don’t get me STARTED on nightmare moon refusing to hurt pinkie. i am HURT i am SAD i am RELIEVED AND VERY STRESSED you know how it is. just the image of pinkie putting herself in front and saying “do me first. hurt me first if you can.” and quoting luna to herself like oh man. oh MAN. luna there’s your real legacy right there. maybe you don’t need everyone to believe in you, luna, maybe you just needed pinkie. sure it would be ideal if everyone believed in her just like how it would be ideal if everyone loved incantation instead of distrusted her but it doesn’t work like that! it’s a slow process! it’s about growth! god i don’t even know if that parallel was on purpose but i fucking love it.

      AND INCANTATION! her nightmare. that is absolutely heartrending thanks so much i’ll be crying in the corner if you need me. :((( ink my babyyyy it’s okay. and also we are just not going to talk about that chapter end nope nuh uh it’s not real and cna’t hurt me.

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