Starry Skies sat up in her bed, back in her home in Canterlot. Rolling out of bed and standing up, she looked around. Her mouth pressed tight and ears pulled back as her eyes narrowed, studying the room.

"This isn't right," she mumbled to herself. "I shouldn't be here."

With a flap of her wings, Star took off and flew for the door. The frame stretched wider, allowing her to pass through without trouble.

Outside her room, the place started to change. A part of it was the main portion of her apartment, but it shifted to the dining area of Sugarcube Corner. The durable brown carpet gave way to tile, pale blue walls shifted into the brightly decorated gingerbread. Where the two rooms merged was a table that had two figures at it. One was a pony that Star recognized. The other was... odd. It looked like an inky blackness in the basic shape of a unicorn mare, with glowing gold spots where the eyes would be.

"Star?" Pumpkin asked. "Where are we?"

"We're dreaming," Star answered, moving closer. "That's why half of the place is Sugarcube Corner, and half of it is my home in Canterlot." She turned to the black figure. "And I'm guessing that you have something to do with this."

"Correct," the black mare said gently. "I figured that the familiar locations would make you more comfortable. Would you care for some tea? Or maybe a snack cake?"

"No thank you. I would rather we get to who you are and why you are here."

"You may call me Sleep Thief," the mare stated. "As for why I'm here, it's because we all have several things in common."

"Oh?" Pumpkin said, raising an eyebrow as she took a hold of a donut.

"Indeed. For example, we all don't exactly fit in with those around us because of something that happened before we were even born."

"Really?" Star said, raising an eyebrow. She made a mental note to tell this to Princess Luna as soon as possible. She would also ask Pumpkin about this later, or have Pumpkin ask Twilight. As far as Starry Skies knew, only the princess and her daughters were able to dream walk. If it was not a type of spell regular unicorns could do, then both of the Twilight and Luna would be interested in hearing about this. Plus, either Princess Luna knew about Sleep Thief and would be able to help identify her in the physical world, or she was unaware and would want to know as much as possible to put into a file, and possibly try to look for her.

If the choice of names was any sort of indication, it would be more to stop Sleep Thief from entering dreams than taking her on as an apprentice.

"And," Sleep Thief said as she turned her full attention to Star, "I know what it is like to feel like you will forever be in the shadow of another."

Had she actually been awake, Star's body would have tensed.

"You were in my dream that night," she stated.

"Yes," Sleep Thief confirmed. "It was by chance, but I'm glad. I'm always on the look out for others like us."

"Mm-hmm." Star stood where she was, staring at the shadowy mare. True or not, she did not like the idea of somepony else having access to her dreams, be they good or ill. Princess Luna and her daughters Star knew and trusted, and one of them was too young to enter dreams on her own yet. This, however, was a mare she did not know and had no reason to trust.

In point of fact, considering they had been walking along the road to Sweet Apple Acres when...

...what happened? It was a little hard to remember. She and Pumpkin were walking to Sweet Apple Acres and then... something must have happened. They were now asleep after all. Considering it was still morning when it had happened, Sleep Thief had to be responsible for their being unconscious somehow.

Which was actually a very good reason not to trust her.

"So what do you want?" Pumpkin Cake asked.

"Basically to offer you an opportunity," Sleep Thief replied. "You see, I don't just seek out other ponies like us, but offer them... a home. An asylum. Whatever you wish to call it. Basically, it's a place where we can be ourselves. Where we can be with others of our kind and not have to worry about regular ponies. We can explore our unique abilities with others who understand, and not worry about being judged."

It also sounded very nice. Too nice for Starry Skies's liking. Yes, most ponies were nice, but part of Star's job required her to be skeptical. The idea sounded enticing, but it also sounded like a sales pitch, and buying what somepony was selling meant having to pay for it. One way or another.

"You don't have to answer right away," Sleep Thief said. "After all, it is a big decision for some. However, we would like you to join us. Just think." She turned to focus on Pumpkin. "No need to constantly control yourself for fear of what might happen." She then turned to Star again. "No need to worry about living in the shadows of another pony."

"Okay," Star snapped, baring her fangs (and slightly grateful that this was a dream so she could not blush). "I think we've heard more than enough. I'm going to ask you to leave now."

"Oh?" Sleep Thief asked, shifting her head (had she a more recognizable face, it would probably have one eyebrow raised). Leaning forward, she placed a hoof on where her chin should be. "Forgive me, but what -- precisely -- would you do if I don't?"

"I could try kicking you out," Star answered, "but if that's not possible, I can still lock you up."

"Star," Pumpkin started.

"Pumpkin," Star retorted, "believe me when I say you don't want whatever she is selling."

"Selling?" Sleep said. "I'm not 'selling' anything. I am merely offering you a safe place to be with others like us. Where you can be love and accepted as you are."

"Yes." Star rolled her eyes. "I am offering exactly what you want, and all I ask is your soul. Or maybe you will have to do this one thing of questionable morality but is so small you won't even feel guilty over it until you find out how horrible the consequences are."

"Star," Pumpkin Cake nearly shouted. "Stop it. You're being paranoid."

"Maybe," Starry Skies admitted, "but I don't like this and I don't trust her."

"Hm," Sleep Thief said as she stood up. "Well, I can see that you are rather tense and unwilling to listen at the moment, so I shall go. We can speak again another time."

There was a sudden flash of silver light.

"Hey. Y'all alright?"

With a groan, Starry Skies opened her eyes, trying to blink the remains of sleep from them. Standing over her was a blurry yellow shape surrounded by red. After a few more blinks, the blur took on the shape of a yellow face with bright red mane. The golden eyes were filled with concern.

"Pumpkin?" Star called out, looking for the unicorn.

"I'm okay," Pumpkin Cake replied, rubbing at her eyes. "Hi, Apple Bloom."

As soon as she heard the name, Starry Skies remembered who the yellow mare was: Apple Bloom, the little sister to Twilight's friend Applejack, and one of the three ponies that created the original Cutie Mark Crusaders.

"Why are y'all lyin' in the grass?" Apple Bloom asked.

"I don't know," Pumpkin answered. "We were heading to Sweet Apple Acres to see the vampire fruit bats. Then Star thought she heard something and started walking toward the river. There was... some sort of... music? Then I had a weird dream where Star and I met this strange shadowy unicorn."

"It wasn't a dream," Star cut in as she stood up and stretched. "At least not entirely. Like I said, she was actually there."

"Y'all saw Princess Luna?" Apple Bloom asked.

"No," Pumpkin said. "I don't know who she was."

"But I thought only Luna could enter other ponies' dreams. How could this other pony do it?"

"I don't know, but Twilight might. We should go ask her."

"Hold on," Star said, moving toward Pumpkin. "Maybe we should wait until later."

"What?" Pumpkin said. "Why? Don't you think Twilight would want to know about this? Especially if she doesn't have an answer and would want to find out?"

"Yes," Star replied. "I'm sure she would. She would probably want to tell Princess Luna as well, but Twilight is busy helping Rarity and Spike is in Canterlot." She placed a hoof on Pumpkin's shoulder. "We can go ahead to Sweet Apple Acres, then tell Twilight about it this evening. By then, Spike will be back and Twilight can send a letter to Princess Luna if she needs to."

"I don't know," Pumpkin said as she moved. "I don't like the idea of waiting with something like this." She then straightened up and stiffened.

"In fact, we're not waiting," she declared. "I am going to find Twilight and tell her what happened." Her gaze then softened. "And I would really like it if you came with me. That way you can confirm what I'm saying."

Starry Skies looked at Pumpkin Cake a moment before giving a nod.

"Okay. I'll come with you."

It was clear that this meant a lot to Pumpkin. If she was going to do it either way, it was better if Star went with her at the very least as moral support. Plus, considering what Pumpkin had told her earlier, the mare could probably use a little boost in confidence and self-esteem.

"Thanks," Pumpkin said with a smile. "I owe you one."

"No," Star replied. "You don't." She gave Pumpkin a mock salute. "So lead on boss."

With a grin and slight chuckle, Pumpkin Cake turned around and started down the road back toward Ponyville. Starry Skies followed after her, but not before looking back toward the river. Something had happened to draw them toward it and make them fall asleep. The fact that she did not know what or why bothered her, and she did not like the idea of walking away without checking it out.

Letting out a sigh, she let it go for now. Most likely whatever it was would try something again. If that was the case, then Star would need to try and take advantage of the opportunity and find out more about it. Hopefully, she could find a way to stay awake long enough.

For now she had to keep up with Pumpkin and tell Twilight about what happened.