by -TGM-

First published

When Fluttershy's mind is tainted by an evil entity, it's up to Luna and Twilight to save their friend before it's too late.

The Dreamscape. A realm of pure, untainted magic, where your limitations are only bound by your own imagination. Luna guards this realm with her life, but when even her magic isn't enough to stop a malevolent force from infecting it and entering into the mind of a friend, she turns to Twilight for help.

They must enter Fluttershy's broken and tainted mind to stop the corruption before they lose her forever.

Editing done by Doccular42

Takes place between season 3 and season 4.

Chapter 1 - Breach

Luna relaxed as a cool wave of magic, not unlike water, swept over her body from head to hoof. Though seconds ago she’d been in her dreaming room, it was time to tend to her world, the dreamscape.

The transition from reality to the dream world was second nature to her, as easily done as breathing. She took a breath in reality, and when she released it and opened her eyes, she found herself floating among an ocean of dreams.

Luna flapped her wings and glided forward, her first target already in sight. A glowing sphere not unlike a bubble came into view, and within it lay a lone colt curled up on the ground. Darkness pressed at him from every side. Wicked, clawed fingers reached for him from the darkness, beckoning death and despair. Luna touched the dream with a hoof, and the dream world melted away.

When her eyes opened, she had the young colt’s sight. Eyes watched her from the darkness, their deep blood red color reflecting a malevolence that belonged to something she could not see.

Princess Luna lit her horn, and the dream glowed in response. The eyes, the monsters that danced in the darkness, all dispersed with a scream as Luna banished them with a wave of her hoof. The calm night sky remained where the oppressive darkness had been, the glittering stars far above seemed not unlike a nightlight. Luna smiled, then carefully placed a hoof on the young colt’s shoulder.

Luna could make out the two tear trails on the young one’s face as he looked up at her and silently mouthed, ‘Thank you’. Luna nodded and quietly lifted away from the dream. It glowed once she retreated and then turned a soft blue as it drifted to join the other dreams floating amongst the aether.

Her duty finished, Luna turned to continue her nightly routine. There was always something about the dream world that brought some peaceful serenity to her thoughts. Helping others was what made her happy, but just the mere act of being in the dream world brought a smile to her face.

There were no temperatures or breezes in the dream world, so she couldn’t pin down exactly what it might have been. Perhaps the mere act of helping ponies was what made her feel so at peace.

That peace was not meant to last.

Luna had an intimate connection to the dream world, and she felt when something was amiss. She would spend the day tossing and turning in her bed, unable to sleep, or if she found herself awake at the time, she would feel a shiver up her spine. This was like that, only the shiver felt different, somehow. It left a feeling in her chest that made her heart drop into her stomach. She could not shake the feeling in her gut that told her to spare a glance behind her, and she quickly obeyed.

A sound akin to glass shattering pierced her ears. Luna cringed but kept her eyes open. Before her very eyes, a crack like one might see on a glass pane stained her beautiful dreamscape. It spread in a spider web pattern, making sharp, jagged turns as it widened. Luna gasped and flew closer to mend the breach, but just as she came close, it opened.

Some unseen force pushed Luna away. She spiraled through the air, and frantically flapped her wings to regain her balance before she could look up at the opening that was created.

Dark, sinister wisps of some unknown substance seeped from it. Luna’s eyes narrowed. She flapped her wings and shot towards the anomaly.

A clawed hand grabbed the jagged edge of the breach. Luna gasped and charged her horn, but it was too quick. A dark, lumbering shadow tore itself from the breach and shot into the dreamscape. Luna growled and shot her magic towards the opening, which began to knit itself back together. Then, with another flap of her wings, she flew after the thing that had come out of it.

It was fast, faster than any dream or nightmare she’d encountered before. She only barely managed to catch sight of its retreating tendrils before it was out of sight again. Luna grit her teeth and willed herself to go faster, desperate to banish the shadow back to where it had come before it could do any damage.

Just as she caught sight of the shadow’s presence in the distance, she flapped her wings and came to a stop.

“Oh no…” Long, black claw marks stained the dreams leading to where the shadow had fled, and darkness seeped out of them. It spread to the dreams they were gouged into like a plague, and turned pleasant dreams into nightmares. A small filly gazing up at the stars was now running from a meteor storm, a mare enjoying a nice hayride now struggled to gain control of a runaway wagon, and a stallion who was on the winning team of a hoofball game broke his leg, and suffered jeers from his teammates and opponents alike. Their cries of pain pierced into Luna’s head worse than any migraine.

Luna charged her magic and passed over the nightmares. They glowed a soft blue, and the claw marks scraped in them healed. Luna smiled before she looked in the direction the shadow fled. It left a trail for her to follow, long jagged marks stained her dreamscape with corruption. They seeped a foul darkness that started making its way to other dreams. Luna snorted, and then summoned her magic once more. She closed her eyes and released a breath she didn’t realize she’d been holding, let the magic build, and then released.

A soft blue aura radiated out from her horn, and extended to every dream she could find plagued with the darkness that seemed to follow the shadow.

“Be calm. Be at peace.” Luna spoke softly as the cleansing spell took hold. The nightmares of her ponies turned into peaceful dreams, the corruption banished from their minds. As the dreams drifted off, at peace once more, Luna opened her eyes. The culprit floated in front of her. It held no defined shape, but limbs seemed to form in the void that was its body, only to shrivel away like the branches of a dying tree. Black, jagged tendrils writhed behind it, and dark magic leaked off of it like ink. Two burning red eyes gazed out from its body, and, ever so slightly, it cocked its head to the side.

Luna glared, then spoke. “I will not—“

It shot past her, faster than her eyes could follow

“Stop!” Luna shouted before she turned around and gave chase. This time, she caught up to it rather quickly. It stopped in front of a dream, one that belonged to a dreamer she recognized. Luna gasped as she shot forward to blast the shadow away, but it reacted first. It dove headfirst into her friend’s dream, and disappeared from view. Luna cursed under her breath and folded her wings in, then dove in after it.

Pipsqueak ran as fast as his legs would carry him. He didn’t know where he was going, but all that mattered was that he get away from the thing behind him. He didn’t even dare to turn his head to peek; he knew it was there. He could feel it. The raspy breath on the back of his neck told him as much.

His legs began to ache, and every step felt like agony to his hooves; he wasn’t sure how much longer he could run. He didn’t need to run forever; maybe if he could just find someplace to hide, it wouldn’t be able to find him. Pipsqueak lifted his head, and then barely moved in time to dodge a tree that rushed up to meet him. The forest wasn’t familiar to him, they definitely hadn’t started there. A thunderous roar from his pursuer quickly reminded him that he didn’t care where he was, either way, he was still dead.

There! A large tree with a small hole at the base of its trunk. With all his might, Pipsqueak turned and threw himself at it, just as he felt something clang together right behind him. He sailed inside, and impacted the dirt with a heavy thud. He pushed himself back as far as the small hiding hole would allow, just as a pair of claws tore at the ground he’d just been sitting on. Pipsqueak curled into a little ball and kept his eyes shut tight as the beast rammed and pushed at the tree he was hiding under, releasing its fury with a mighty roar that left him shaking.

Suddenly, a bright blue flash filtered through his eyelids. Pipsqueak opened his eyes, then watched in awe as the beast outside was thrown backwards, impacting the ground with a mighty crash before finally settling a good distance from his hiding place. Pipsqueak peeked out, then let out a squeal as he was yanked out with magic. But, much to his relief, the magic belonged to a familiar face.

“Princess Luna!” Pipsqueak rejoiced.

“It is good to see you again, my friend,” Luna spoke, but didn’t take her eyes off the beast that was now climbing back to its feet. “But now isn’t the time for talking. You must run, and I will purge this abomination.”

“What is it?” Pipsqueak asked. His hooves set back down onto the dirt. He felt himself lock up again as the beast let out another roar.

“Now Pipsqueak, run!” This time, the young colt did as he was told and ran for his life. He heard the beast charge, but Luna’s urging voice gave him the strength he needed to continue. He kept going as fast as he could until a sharp yank backwards caused him to faceplant onto the ground.

He glanced back, and saw the burning red eyes of the monster staring back. It grabbed his leg with its clawed hand, and its mouth was wide open, ready to devour him. Pipsqueak screamed, and closed his eyes. He didn’t dare open them, not even as he felt the beast’s grip release him. It wasn’t until he felt the cool, familiar magic of the princess did he dare to look.

Princess Luna stood before him, and he floated in the air behind her. “So it is the little one you want, is it?” Luna asked, but the beast only seemed to growl. Pipsqueak noticed then that its hand was missing. Luna must have blasted it off when she saved him. “You will have to get through me first, demon.”

The monster seemed to take this as a challenge, as it released another roar and charged. Luna reared back, forelegs curled and wings spread, then slammed her forelegs back onto the ground and released a mighty blast of magic, one that lifted the beast off the ground and slammed it into the trees on the other side of the clearing. The beast shook itself off and glared at Luna. Luna glared right back and charged up another blast. This time, it seemed to get the hint. It released a screech before it turned into a black, smoky form and took off into the night sky, then it disappeared from sight.

Luna sighed and set Pipsqueak back onto the ground. Without saying a word, she spread her wings and launched into the air after the shadow.

“Wait! Princess!” Pipsqueak tried to call after her, but she’d already disappeared. Pipsqueak frowned and wiped away a tear. “Please be careful.”

Luna shot from Pipsqueak’s dream, back into the dreamscape once more as she quickly scanned the area from left to right. A glimpse of some retreating darkness was all she needed to start giving chase once more.

“You shan’t escape me, monster!” She called after it as she flew through her realm, healing the nightmares as she went. She caught the shadow in her sights again as it stopped to eye another dreamer, but before it could act she quickly blasted it. Her attack caught it in the side, and the shadow writhed in pain, then plummeted down for a moment before it regained itself and stared up at her. Voices reverberated in Luna’s head the longer she held its gaze, whispering in languages she could not understand.

“Your corruption ends here, demon.” Luna grit her teeth and charged her magic once more. “I will not allow you to harm my ponies!”

The shadow seemed to sway for a moment, then its gaze quickly shifted to the right. A dream drifted into view, and the shadow cast its gaze back to Luna. Luna saw its plan and fired her horn. Still, the shadow moved too fast. It dodged her attack and dove into the dream. A dream of another she recognized.

Luna folded her wings in and dove towards it, but just before she entered, the dream vanished with a flash of light. Luna sailed into the empty void of the dreamscape, she spread her wings and spiraled for just a moment before she regained her balance, then flew up to where the dream was. She scanned right, then left, then her ears pinned back and her eyes grew wide.

“Oh no…” Luna said. “They’ve woken up.”

Author's Notes:

The first chapter into a new story. I haven't done a multi chapter story in a while, and I really liked this idea. I'll try to keep the updates from taking too long, but it probably won't be consistent.

Chapter 2 - Corruption

Author's Notes:

Updated, and it only took three weeks.

That being said, I've decided to progress without an editor in order to better identify that mistakes I make as I write, or shortly after. If you notice any mistakes, grammatical, spelling, or otherwise, let me know. Thanks, and I hope you enjoy.

Fluttershy awoke from her sleep with a start, the faint memory of some dream fading from her mind as the light of Celestia’s sun struck her tired eyes. She rubbed at her pupils and let out a tired yawn, then collapsed back into bed and stared at the ceiling for a few moments. She could have sworn she heard some faint voice calling out her name, but it grew fainter and fainter as the seconds passed, until the silence was all that remained. The remnants of her dream, perhaps.

Eventually, she rolled herself out of bed with a groan.

Once she’d washed up, she descended her staircase to the steady thumping of an impatient Bunny’s foot. A smile was all she had to offer him before she pulled out his favorite lettuce. Carefully, she began the task of peeling lettuce from the head. Fluttershy was about halfway done before her eyelids began to feel heavy. The world slowly started to fade into blackness as her eyes steadily closed..

Her head felt heavy, and drooped forward. She was tired, and it felt as if the simple act of standing was suddenly one of the most tiring tasks in the world. It felt as if she could just lay on the kitchen floor right there and sleep, with not a care in the world. A low ringing noise built in her ears, quiet at first, but it slowly increased in volume. She didn’t give much thought as to what it was, because it drowned out her thoughts. One by one, her agenda for the day seemed less and less important. Just as she felt she was about to collapse, a loud thump made her jolt out of her trance.

“W-what?” Fluttershy shook her head rapidly before looking down at Angel. The bunny crossed his arms and frowned deeply before pointing at the lettuce again. “O-oh, I’m so sorry Angel Bunny, I didn’t sleep very well last night.” Fluttershy quickly finished Angel’s breakfast before tending to her other animals.

Once the animals were all taken care of, Fluttershy returned to her kitchen to read over her grocery list. This morning had certainly been strange, though she made sure to go to sleep early last night, she felt as if she hadn’t gotten any rest at all. The idea of laying down and snoozing her troubles away seemed more appealing by the second, but she had duties she needed to attend to.
Once she double checked her list, she grabbed her saddle bags and slung them over her backside before making her way to the door. Just as she placed her hoof on the knob, another tired spell hit her, hard this time.

She swayed in place, barely managing to remain standing as the door before her twisted and turned. If she looked at it any longer she was going to lose her balance, so she quickly tore her eyes away to look back into her cottage.

A pair of burning red eyes stared at her from across the room. Fluttershy shook her head and wiped at her own eyes, but the others remained. They bore into her with such intensity that she felt she could not move. Even the smallest twitch felt impossible under the baleful gaze, and she felt helpless as the room began to fill with thick, black smoke.

D-did I leave the stove on? Panic settled in, yet as panicked as she felt, she could not move. Fluttershy coughed, a cough that turned into a hack as she bent her head towards the ground. The smoke dissipated, until Fluttershy was left breathing heavily. The air, however, was tolerable. Was it just a dream? She lifted her head.

The piercing gaze was directly in front of her now, the wispy black smoke condensed around it. It formed a clawed, black hand and gripped her by the throat. Fluttershy’s building scream chocked off before she could even finish it, and she immediately tried to remove the hand from her throat. Her efforts were in vain, and was instead hoisted into the air, level with the eyes the smoke seemed to gather around. Every moment spent breathing in the smoke that leaked off the entity before her felt like knives into her stomach, she couldn’t breathe.

Just when she felt like she was going to pass out, a powerful, overwhelming voice spoke straight into her mind.

"You are mine."

Fluttershy opened her eyes, the familiar walls of the cottage a small comfort from the sudden terror that gripped at her heart. Trembling hooves carefully lifted her up from the floor, but stopped at a sharp stab of pain in her head. She carefully brought a hoof up to the pain to rub at a fresh bruise. I must have hit the ground harder than I thought… Fluttershy turned to gaze out of a nearby window. Celestia’s sun dipped just below the horizon in the distance, and gave the sky and clouds a golden glow that steadily washed over the land. Despite the beautiful sight, Fluttershy could not be rid of the feeling of dread that settled in her stomach.

“I need to see someone about this right now.”

“Perfect! Row 2 alphabetized A-Z!” Spike hurriedly checked off the long list in his claws as Twilight happily bounced in place. “Only twenty more rows to go!”

Twilight’s number one assistant rolled his eyes. “and I’m sure once you’re done with that, you’ll find some other method of classification that you’ll insist on reorganizing the books by.”

Twilight giggled. “Don’t be ridiculous, Spike. It’s not like I’m super obsessed with organization or anything, alphabetical order is fine. I can just walk over here, and look under the S to find Starswirl’s magical theory on time travel…” She quickly darted over to the bookshelf in question as she spoke, pulled out the book, and rushed back to spike. “Time, time, what was the time?!”

The stopwatch already in spike’s claw gave a soft click as he pressed the button. “Four seconds.”

“Four seconds?! Ugh, that’s .2 seconds longer than last time! We have to do it again, maybe this time by the numerical association of the letter’s place in the alphabet…” Twilight mumbled to herself as she turned back to the bookshelf.

“Right, not obsessed at all.” Spike scribbled out the option he’d checked off.

A knock sounded from the door, but Twilight didn’t turn away from her books as she hurriedly replaced and reorganized them with her magic. “Spike, can you get that?”

Spike complied, though when he turned the knob, the guest on the other side pushed the door open themselves. Fluttershy stood in the doorway, though she looked much worse for the wear. The whites of her eyes were now a shade of red, and she barely held them open as she wavered dangerously from side to side.

“Fluttershy?” The small dragon slowly backed up as she stumbled in.

“S-Spike.” She tried to step toward him, but her foreleg buckled and she impacted the floor with a heavy thud. She closed her eyes and took a shuddering breath. “I-I need to see Twilight.” She cringed and quivered, then slowly curled inward, her face away from him.

“Fluttershy?!” Twilight shot from the bookshelf to her friend’s side like a bullet, a hoof on her friend’s side. “Fluttershy, what’s wrong?”

“Can’t think,” she coughed. “There’s something wrong with me, I tried to make it to the hospital, but I can’t-“ she erupted into another fit of coughing, then let out another pitiful moan before her eyes closed, and her body went still.

“Oh no. Hold on Fluttershy, I’ll get you some help!” Twilight quickly lifted her friend in her magic.

“I’ll get the others!” Spike ran towards the door, but bumped into a leg as someone familiar stepped into the library.

“That won’t be necessary.” Princess Luna regarded the scene with determined eyes.

“Princess Luna?” both Spike and Twilight spoke at once.

She didn’t respond, but instead quickly stepped up to Twilight. “Put her down so I can look at her, Twilight.”

Twilight’s eyes reflected uncertainty, but she obeyed and gently lowered Fluttershy down to the floor. Princess Luna immediately set to work, her own magic taking hold of the shy pony.

“Princess, what are you doing here?” Luna didn’t answer, her gaze fixated on her unconscious friend. She mumbled something under her breath, but Twilight couldn’t quite make it out.

Twilight sat in silence for but a moment, trying to glean some sense from Luna’s occasional mumble. Spike glanced between Twilight and the door again. Twilight nodded, but Luna spoke up first.

“No.” the door closed with an aura of blue magic.

“Princess Luna, I appreciate the help, but if Fluttershy’s sick, she needs medical attention. My friends and I can get her the help she needs if we—“

“Twilight, if this is anywhere near as serious as I think it is, your friends won’t be able to help. If anything, they will only make the situation worse.”

Twilight looked to the floor as Luna continued her work. Eventually, the blue magic faded from Fluttershy and Luna sighed.

“It is as I feared.”

“What? What is it?” Twilight trotted up next to Luna.

“Dearest Fluttershy has fallen victim to an ancient evil, Twilight.” Luna shook her head. “I shouldn’t have let it get away.”

“Ancient evil?” Twilight’s ears went flat. “I thought she was just sick! What happened?”

“Last night, as I was monitoring the dreamscape, something happened.” Luna turned and gave Twilight a serious look. “A being of darkness broke into it and started causing nightmares for all of its residents. I fought it off, but it escaped from me.”

“But what does that have to do with Fluttershy’s sudden sickness?” Twilight asked. “She’s coughing and sweating…dreams can’t cause physical illness, can they?”

“Maybe not dreams…but…” Luna stood. “Twilight, are you aware of the existence of demons?”

“I’ve only seen them vaguely mentioned in some of the books and scrolls I read,” Twilight answered, her gaze following Princess Luna as she trotted past. “They’re forces of evil who cause destruction wherever they go, right?”

“More than just destruction.” Luna began to write on a scroll. “Demons are old, ancient beings, older than time itself. They exist in their own realms, but the only way they sustain themselves is through the pain they inflict on others. Both physical and mental. One would hope that they stay to their own realms, but they destroyed their own worlds long ago, and are constantly seeking new ones. New victims, new powers. The more destruction, agony, and turmoil they cause, the more powerful they themselves become.”

“So, you’re saying the thing that escaped from you last night was...”

Luna nodded, then the scroll she wrote on dissipated with a flash. “A demon, yes. It escaped from me, right into the mind of dear Fluttershy, who awoke before I could drive it out.”

Twilight’s eyes widened, and she fell backwards onto her rear. Her gaze fixated on the floor. “Princess Luna, how do we even fight something like that?”

“It certainly will not be the easiest task,” Luna said as she regarded the new princess. “But it can be done. I assume you are familiar with how my dream magic works?”

“You submerge yourself into the pony’s subconscious to drive out nightmares, right?”

Luna nodded. “Twilight, I do not know Fluttershy well. Navigating her subconscious to root out an entity that has already been causing damage to it for quite some time will be difficult, but with help from a friend that knows her mind better than I…”

“You could find it faster and possibly save her.” Twilight’s eyes brightened. “Princess, that’s perfect! But why can’t I get my friends to help? Rainbow knows Fluttershy much better than I do.”

“I fear what numerous presences in Fluttershy’s mind may do to her subconscious.” Luna sighed. “Honestly, I am unsure that bringing only you with me may not cause damage, but the alternative is that I fail to force the demon out, and then…”

“a-and then?” Spike spoke up.

“Fluttershy will lose her mind to the demon, and will be lost to us forever. It will control her completely, and likely use her as a vessel for doing more damage in the physical realm.” Luna closed her eyes and sighed. “It would not be unlike myself when I became Nightmare Moon.”

Twilight and Spike gasped.

“So you can see the severity of what it is we’re up against. I understand if you don’t want to help—“

“Are you kidding?!” Twilight spoke, then immediately jumped forward. “Of course I’ll help! I don’t want Fluttershy to fall victim to a demon! But I have to tell my friends! Even if they can’t come with us, they deserve to know!”

Luna closed her eyes. “Very well. However, we can’t afford to wait for them. Twilight, if you are going to come, we must depart immediately. I’m afraid to imagine the damage it has already done since last night.”

Twilight nodded. “Spike, go get our friends. Tell them that they need to come to the library right away, and explain the situation as best as you can. If we don’t pull this off, well..we’ll need them on standby.” Spike nodded and rushed out the door.

“Princess Twilight Sparkle.” Princess Luna spread her wings. A dark blue aura slowly spread across her body, and an ethereal breeze ruffled her feathers, and made her mane billow behind her. Her eyes glowed pure white, and when she spoke, she spoke with the Royal Canterlot Voice. “Are you prepared to enter the dreamscape?”

Twilight gulped at the display, but nodded. Luna raised her head higher, her horn glowing even brighter before she suddenly wrapped her wings around Twilight. The two melded into a luminous, blue light that grew smaller and smaller with each passing second, until it vanished in a brilliant white flash. The only thing that remained were a few glittering specks that slowly drifted down onto the slumbering Fluttershy.

Chapter 3 - Degeneration

Applejack’s hooves pounded against the dirt of Ponyville’s main street. She kicked up clouds of dirt in her wake, and the noise drew the attention of every pony out and about that day. Unfortunately, Applejack didn’t have time to stop and socialize.

As Twilight’s library came into view, her pace only quickened.She didn’t bother to stop, instead she pushed the door open with her head and slid to a stop inside. “Ah’m sorry, I came as quick as I could!” Rainbow Dash, Pinkie, Rarity, and Spike all turned their heads as she entered. Fluttershy laid motionless on the floor in the center of the room.

Applejack gasped and rushed up to her friends. “What’s goin’ on? The only word I have to go on is what Pinkie told me, which was “Fluttershy, danger, Twilight’s now!”” Applejack repeated in a poor imitation of Pinkie’s voice.

“Heh, about that..” Spike replied. “I told Pinkie that Fluttershy was in danger, and to get everypony to meet up back in Twilight’s library.”

“Well, here we all are!” Pinkie said with her usual cheerful voice. “What’s going on, Spike? What’s the danger?”

“Speaking of, where is Twilight?” Rarity glanced around. “If there’s any sort of danger I’d feel better with all of us here to deal with it.”

“That’s just it!” Spike said frantically. “They’re fighting the danger, right now!”

“What?!” Rainbow Dash yelled and flew about the room. “What is it? Some invisible monster? Did Twilight have to go invisible to fight it?!”

“You can do it, Twilight! Give that invisible monster the old princess one two!” Pinkie suddenly called out. She listened for any sort of reply, then shrugged her shoulders.

“No, not invisible!” Spike spoke up. “Princess Luna came here earlier and said something about a demon, one that was invading Fluttershy’s mind.”

“A demon?!” The ponies all exclaimed in unison.

“Yeah.” Spike affirmed. “Twilight asked me to bring you all here, and they said they were going to… uh, go in after it.

“Wait, waitwaitwait,” Rainbow waved her hooves. “Slow down, a demon invaded Fluttershy’s mind? How did that even happen?”

“I’m not exactly clear on the details.” Spike confessed as he rubbed the back of his head with his claws. “Luna mentioned something about an evil force breaking into the dream realm, and it invaded Fluttershy’s dreams. They said they were going to go in after it, but that’s all I know. Honest.”

Rainbow Dash looked down at Fluttershy’s slumbering form. “What are we supposed to do?”

“Well,” Spike began. “Twilight told me to bring you all here so we can be on standby if…” he frowned. “if anything goes wrong.”

“Goes wrong?!” Applejack stepped forward and stomped her foreleg into the floor. “Y’all mean to tell me that Princess Luna and Twilight are in Fluttershy’s head right now, fightin’ for their very lives, and there ain’t a thing we can do to help ‘em?!”

“That’s the general idea, yeah.” Spike said morbidly.

The ponies fell back and sat onto their haunches and gazed at Fluttershy, until Pinkie spoke up. “So, what do you guys think the dream world is like?”

Twilight Sparkle awoke with a gasp, then immediately sat up. The familiar walls of her library were there to greet her, as well as her own bed and the blankets which half covered her prone form. She blinked once, and then quickly glanced around. Sure enough, she was in her library. Every book was exactly where she’d put it earlier that day, the wooden floor was spotless, and everything seemed neatly organized and put away. A pale, dreary light filtered through the windows.

“Princess Luna?” With a single flap of her wings, Twilight jumped out of bed and landed on the wooden floor, then quickly turned to and fro. “Princess Luna!” She galloped down the stairs, and threw the front door open. “Princess Lun—” Twilight dug her hooves into the floor and slid to a stop.

A wall of thick, white fog lay before her. It remained just a few feet short of her library, as if some barrier was physically preventing it from progressing. Twilight looked up and certainly enough, the fog also curved and covered the sky above her library like a dome that cut her off from the rest of the world.

Twilight frowned and approached the fog. It wavered and billowed as she neared it, and Twilight could have sworn she heard the inhaling and exhaling of something just beyond her sight. Despite this, she shook her head. “It’s just fog. It can’t hurt you.” Slowly, she stuck a hoof into the fog. When nothing happened, she took a deep breath and stepped forward. The last thing in sight was her tail as it vanished into the fog.

“Princess Luna!” Twilight called out. She listened, but all she heard was her own voice echo back to her a few moments later. She snorted. “This is hopeless, how am I supposed to find anypony in this?” It was impossible to make out any shapes through the dense whiteness, and the lack of any sound anywhere made Twilight feel very very alone.

Something moved in the corner of her vision, and Twilight quickly swiveled to face it.

Her worries melted away as she saw the distinct figure of another pony, and relief washed over her like a crashing wave. She wasted no time and approached the newcomer. As she grew near, color came to the shadowy figure’s coat, and Twilight recognized the mane and coat color of Lyra Heartstrings.

“Lyra!” Twilight said as she released a sigh. It wasn’t exactly who she was hoping to find, but any familiar face was welcome right now. The mare had her back to the princess, her gaze fixed on the nothingness before them. “I’m so glad I found you, you haven’t seen Princess Luna or any of my friends around here, have you?” Lyra didn’t turn to look at her, or even acknowledge her presence in any way. She simply kept staring into the distance.

“Lyra?” Twilight’s ears flattened. “Lyra, did you hear what I said?”

She stepped up next to Lyra and looked in the direction the mare was gazing. There, she could make out the vague outline of a house. The longer she stared the more it came into view, and Twilight soon realized she was actually looking at Fluttershy’s cottage.

“Fluttershy’s place?” Twilight cocked her head to the side, then turned to address her companion. “Lyra, what’s so interesting about— GAH!”

Lyra Heartstrings did not have a face.

Where Muzzle, mouth, eyes, and horn should have been, there was only smooth fur, colored the same as the rest of Lyra’s coat. Twilight hastily scrambled backwards, her wings clenched to her sides as she tried and failed to form coherent words. “L-Ly...ra?” The faceless pony didn’t respond. Instead, she turned and walked away from Twilight, back into the fog.

Twilight was silent, and didn’t dare to look away from the faceless mare until she disappeared from sight.

“What’s going on here?” She mumbled to herself as she stood up, and turned around to face Fluttershy’s cottage. What she saw instead were the stands of the ponyville marketplace. “What?” Twilight narrowed her eyes. “I could’ve sworn her cottage was here just a second ago. Maybe this fog is messing with my sense of direction.” The dark forms of unknown ponies trotted to and from stand to stand, as if they simply did not have a care in the world. Twilight also could have sworn she saw the vague outline of the roof of sugarcube corner in the distance.

What troubled her most about the ponies was simply how unnaturally they seemed to go about their activities. Normally on a busy day in Ponyville, you could hear the laughter of foals, the singing of the birds, ponies talking, and all the hustle and bustle you’d expect from a small town where everypony was familiar with one another. Here, the ponies simply marched to and fro, occasionally stopping to gaze at each other briefly before turning and continuing the way they’d been going before.

Her ears pinned back against her head as she slowly backed away from the unnerving area. She mentally picked a random direction and turned to begin walking, but stopped again.

A brown stallion stood directly behind her. She didn’t know how long he’d been standing there, but similarly to Lyra, he had no face.

“Eh heh, sorry, didn’t mean to get in your way.” Twilight grinned sheepishly and stepped to the side to let him pass. The stallion’s head followed her, and made no other attempt to move forward. “Right…” Twilight cantered past the faceless stallion. Once she thought she’d put a good amount of distance between herself and him, she glanced back. Sure enough, the stallion remained where he’d been. If he had eyes, Twilight had a feeling they’d be boring into her right now. The ponies who were walking around the marketplace had all stopped also, their sightless faces all facing right towards her.

Twilight shivered, her wings twitching at her sides. “Just gotta find Fluttershy’s cottage, maybe that’s where Luna is.” She reassured herself.

The fog was so dense it was difficult to make out which direction was forward, but Twilight judged as best she could. She had a distinct feeling that it didn’t really matter which direction she went in.. Her ears perked, she glanced side to side occasionally as an unknown sound came to her attention. Strangely, she could’ve sworn she heard the sound of someone humming in the far off distance, but she didn’t dare to deviate from her path.

Much to her relief, the fog eventually parted, and revealed Fluttershy’s cottage. The soft dirt of Ponyville’s roads turned to the cobblestone path that winded its way to her friend’s front door.
When she reached the small bridge on the way to her friend’s cottage, she glimpsed over the side and into the stream below. The water was utterly devoid of life of any kind. That alone was uncommon for any given stream, never mind one so close to her animal loving friend’s cottage.

In fact, as Fluttershy’s place came more into view, she noticed more and more oddities. The birdhouses that normally adorned the trees were shattered and broken. Splinters of wood lay on the ground below where they used to hang, and some were simply gone. The usual cacophony of different animal noises that greeted Twilight whenever she came here was also gone, and without it Twilight became very aware of the haunting silence that seemed to permeate the very air she breathed.

Her own exhales echoed in her head, and Twilight could not shake the crushing sense of unease she felt the closer she walked to the usually cheery abode. Every nerve in her body told her to turn around and leave, and even her rational, scientific side seemed frightened at the prospect of seeing what was behind that door.

“Fluttershy is in there.” Twilight told herself, taking one long step towards the door. “I won’t leave her to this.” She lifted a trembling hoof into the air and knocked on the door.



Three times.

Twilight lowered her hoof and waited. Her ears flicked at the occasional sound coming from beyond the fog. Though most of it was the sound of wind whistling, she could have sworn she heard low muttering.

“Fluttershy?” Twilight knocked on the door again. “It’s me, Twilight.” To her surprise, the door opened from the force of her knock, then creaked as it slowly swung to one side.

Twilight could see nothing but darkness inside. Darkness so thick she couldn’t even make shapes out of the blackness. She used a simple lighting spell, and a calm, magenta light chased away the shadows. Twilight stepped inside, taking care not to do so too abruptly. Her ears still perked, she still listened for any sound that seemed out of place.


The door creaked.

Twilight spun around just in time to see a silhouette in the doorway, just as the door slammed shut. Twilight clenched every muscle in her body, the sudden motion caused her horn to flicker, and she could only watch in despair as the shadows rushed in to engulf her.

“C’mon…” Twilight whispered to herself as her magic sparkled in the dark. Each flash seemed to show something new. Fluttershy’s walls had claw marks torn into it, her lovely couch had been ripped to shreds, and there was a pungent odor Twilight was surprised she hadn’t noticed before. Once her spell finally flickered on, she took in the scene wholly.

The place was absolutely wrecked. Tables were flipped over, glass from the shattered windows littered the floor, and Twilight felt her breath catch in her throat as she noticed a long, red trail that led into the kitchen, where she could hear the faintest of sobs.

Every hair on Twilight’s body stood on end. Her mind screamed at her to turn around and leave, but what if it was Fluttershy? What if she was hurt? Twilight took a deep breath and pushed forward, but kept her head low.

“F-Fluttershy?” Twilight spoke softly. “it’s Twilight. I’m here to help you.” As she followed the red trail around the corner and into the kitchen, her light stopped just short of a dark figure huddled in the corner. It moved with every faint sob, but it didn’t make any attempts to move away as Twilight carefully stepped towards it.

Twilight’s magical light revealed matted, dirty yellow fur. There was a cutie mark of three butterflies, but it was scratched and bloody.

“Fluttershy!” Twilight said more loudly this time, rushing towards her friend. The sudden sound caused Fluttershy to turn around, the immediate look of terror prompted Twilight to stop short as Fluttershy’s sobs turned into panicked gasps.

“Oh my gosh, are you okay? Please, let me help!” Twilight made a move to advance, but Fluttershy pulled away from her, blue eyes wide with terror.

“A-are you going to hurt me too?” Fluttershy’s timid voice was almost a relief to Twilight’s ears, but the sheer amount of terror that came with it was enough to make her heart sink.

“What? No, Fluttershy, we’re friends, remember? I would never hurt you.” Twilight gave her the most gentle smile she could. “Please, you’re hurt. You have to let me look at your wounds-“

“That’s what they said before.” Fluttershy’s gaze shot to and fro, never focusing on one spot for too long. “b-but then they came in here, a-and they attacked me. A-after they were done, my animals, they turned to me, t-they were so upset that I couldn’t protect them and they just…they just…” Fluttershy’s body trembled, and she descended into pathetic sobbing. Twilight could see it now, the teeth and claw marks all over Fluttershy’s body. Her wing hung limply at her side.

“H-how could somepony do that? Say they want to help you then just be so cruel…” Fluttershy buried her face into her hooves.

“Fluttershy,” Twilight began.

Nothing!” Fluttershy yelled. Twilight actually stumbled back a bit. “All that love, all that care I gave them, and they do this to me?” Fluttershy gestured to herself.

Twilight was about to respond, but she suddenly felt eyes boring into the back of her head.
Twilight turned, only to see a shadow dart around the corner. Twilight stood, then turned back to Fluttershy. Her sobbing hadn’t ceased.

“Fluttershy, listen, I promise I’ll be right back okay?” she didn’t say anything, so Twilight took her silence as a yes and pursued the figure.

“Hey!” Twilight called after them as they darted out a window. “Stop!” Twilight made to climb out the window, but froze as she looked out.

In the distance she could make out the faceless ponies from the fog, all marching towards Fluttershy’s cottage like an army of drones. Their heads all focused on the cottage ahead as they all stepped in unison. Twilight stepped back from the window, only to turn and see Fluttershy in the kitchen archway.

“You’re going to hurt me too, aren’t you Twilight?” The normally kind pony’s expression turned into a scowl.

“Fluttershy!” Twilight jumped from the window and raced over to her friend. “We have to go! There’s ponies marching towards the cottage!”

“Not if I hurt you first!” Fluttershy’s sudden outburst caught Twilight totally by surprise, and before she knew it she felt herself hit the far wall, excruciating pain blossoming in her chest. She coughed weakly before looking up to see Fluttershy, her expression twisted into a malevolent smirk as she stepped towards the injured princess.

“S-stay back.” Twilight warned, she spread her wings and stood. Her horn glowed as she charged a spell. “You aren’t Fluttershy.”

‘Fluttershy’ laughed, an unnerving mix of the pegasus’s sweet voice with a deeper, more sinister voice underneath. “Maybe I’m just not the weak little pathetic pony you thought I was!”

“I never thought Fluttershy was weak!” Twilight yelled. “She’s one of the strongest ponies I know! She may be scared on the surface, but she always faces that fear, especially for her friends! So I know she won’t give in to the likes of you!”

For the briefest of moments, she could have sworn the menacing face it wore gave way to a sad, kinder face underneath. However, it was quickly washed away as the angry scowl returned.

Could she still be in there? Twilight wondered to herself.

“Liar!” It screamed. “You’ll betray me just like the others!” ‘Fluttershy’ leaped towards her with a screech, and Twilight released the spell she’d been charging. The hysteric mare flew backwards with a scream, bouncing along the floor before coming to a stop, unmoving.

Twilight almost allowed herself to relax for a moment before she heard a loud bang on the door behind her. She stumbled forward, just as the door burst open and faceless ponies filled the doorway. Other ponies began to climb in through the window. Twilight turned, but ‘Fluttershy’ was climbing back to her hooves. The princess took on a fighting stance and glanced back and forth between her faceless attackers and the form of her dear friend, her horn sparked with magic.

“Twilight Sparkle!” A familiar voice rang through the house, and caused ‘Fluttershy’ to cover her ears. A sudden flash of bright blue light, and Princess Luna was there. She fired a beam of magic at the faceless ponies and struck one down, but the others advanced. Then she fired a ball of blue magic at Fluttershy, but it stopped short just before it hit her. ‘Fluttershy’ screamed and writhed in the light, and her shadow stretched out onto the wall behind her. It shifted, grew, and shrunk into different forms before it disappeared entirely. She collapsed, but a dark form pulled itself free of her body.

“We must leave!” Luna urged. “We were separated when we entered Fluttershy’s mind, and it seemed you have ended up in a part already conquered by the demon!”

Twilight’s eyes widened. “It took her over already?!” as the faceless ponies got near, long bloody lines appeared in their chests. Slowly, their skin and fur peeled away, revealing a bony structure underneath that uncurled and stretched out like long bony fingers. Fleshy tendrils uncoiled from the creature’s chest and shot for Twilight, but she recoiled and blasted the abomination away.

“There will be time to explain later! Come!” A blue magic shield engulfed the both of them, but something massive struck the side of the magical barrier. It shattered with a sound akin to breaking glass as the two mares tumbled to the ground.

As Twilight glanced up, she gasped. The black, pulsing mass that has pulled itself from Fluttershy was big enough to touch the ceiling, and it had taken on a more definite shape. Long clawed paws supported a large body, complete with a lion’s head, two large wings, and a long scorpion’s tail. A menacing growl emanated from it as two glowing red eyes opened and sized the princesses up.

“It can change shape?” Twilight asked as both of them rose to their hooves.

“It’s becoming more powerful.” Luna realized, then quickly charged her horn. “We are in the dreamscape Twilight, do not forget. It will change and shift whatever it sees fit to stop us.”

The demon turned manticore leaned down, then sprung forward with outstretched claws. Both Luna and Twilight blasted it back, this time into its faceless companions. Once again, Twilight lifted off the ground as Luna engulfed them in a blue shield.

“That will not keep it down, but we must go, now!” Twilight was about to agree, but then she noticed one of the faceless ponies pulling in Fluttershy with its fleshy tendrils.

“Luna, wait! We can’t leave her behind!” Luna looked grimaced, but nodded. She dispelled the shield, and Twilight leapt forward, blasting apart the tendril before leaping between Fluttershy and the faceless pony. It made a lunge for her, but Twilight erected a force field. The monster uselessly bashed against it, and Twilight sent it flying backwards to join its friends.

Once that was done, she turned and tended to Fluttershy. “Fluttershy, we have to go.” Her eyes weakly opened.

“Twi…light?” she blinked.

“Yes, now come on.” She picked her friend up in her magic and teleported to Luna’s side, just as a scorpion tail embedded in the ground where she’d been standing. Luna enveloped them in a shield of magic once more, and they shot through the roof and into the sky, before disappearing from sight.

The demon watched them go, its eyes narrowed. It growled as its form began to roil and shift. The faceless ponies melted into puddles of blood, the fog blew away and the town of ponyville crumbled as the demon grew nearly triple in size. Its small manticore wings shriveled away, replaced by large, powerful ones. Its paws grew into lethal, sharp claws as scales grew over its fur. The beast roared, shaking the dreamscape with its fury as it flapped its wings and flew after those that escaped its wrath.

Author's Notes:

Stuff got busy, apologies for the wait.

I'm continuing to go without an editor for now, I really want to try and recognize my own mistakes, so if you see anything, again, please let me know.

Thanks for reading, this is a joy for me to write.

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