I opened my eyes to see a starry void with hundreds of glowing bubbles all around me. I stood up and walked closer to one. I saw a a scene of Fluttershy surrounded by her animals enjoying a picnic with them and Discord. I realized that I must be in the dream realm. When I realized I decided that I should be cautious, otherwise I could draw Luna's attention. But I could use this ability to farm some magic by feeding off of the fear ponies experience during a nightmare. I wondered if I could amplify the amount of fear they feel during nightmares to give me even more energy. I decided to test this out and searched for some pony having a nightmare. I soon came across one that showed Celestia looking out of her window over the bodies of hundreds of ponies littering the streets of Canterlot.

I entered the dream and turned invisible, and watched her from teh doorway. The sorrow she experienced was so intense that I wouldn't even have to amplify her emotions to gather strength from it. Then her emotions turned to a burning rage, one so raging that it gave me even more power than the sorrow did, an dit was a little addicting. The power I was gaining from feeding off her emotions was rapidly filling my mostly empty magic reserves, though it was still a long way to go before it was filled completely, or even halfway. This surprised me very much, as I hadn't previously realized just how large my magic reserves were. Sure I had hoped for them to be large, but this exceeded my wildest expectations. I knew that by directly sucking Celestia's emotions out of her would give me a large amount of magic, but it could make her suspicious of me, and I didn't know if it would have consequences for her in the real world. So I decided to only partially drain her emotions. I stretched my hand towards her and grabbed hold of her sadness, grief, and anger, and absorbed some of it. I felt a surge of energy that gave me more almost twice as much energy as I had gained from passively absorbing her emotions. Then I decided to coax more out of her.

I turned visible and transformed into a large, swirling mass of black and red spiky tentacles with a large, blood red eye in the center. She suddenly stiffened, probably sensing his presence behind her. She turned and froze at the sight of me. I mentally grinned at her shocked and terrified expression. Already fear was beginning to take root inside her, so I used my powers to give that seed some super growth speed.

"So Celestia, how does it feel that this is all your fault? That your the one who caused this to happen? That because of you, many of your precious little ponies are dead. And now, it is your turn." I said menacingly.

My seed of fear was already growing into a sapling, and Celestia's legs were trembling slightly. I began to laugh maniacally, and am not bragging when I say it is a laugh that would make even Grogar impressed.

"You won't win. Even if you were to defeat me, Twilight and her friends would defeat you." She said shakily, but with confidence.

I was impressed by her determination and faith she had in her former student and the other Elements of Harmony. Besides, I wasn't sure if I would kill her or not, because for all of her mistakes and faults, she ran all of Equestria by herself for a thousand years, plus Luna was probably still not ready for taking the brunt of the work Celestia does. I mentally sighed. As much as I hated it, I would probably need to let her live and stay in power. But then what? If I went through with my plan, then no one would listen to her, and the nobles would probably try to seize power from her, which would be a very bad thing. I would have to think more about this later.

"And what will stop me from doing to them what I did to those ponies outside? What s to stop me from sneaking into their homes and killing them in their sleep? Or maybe I could face them more directly, and kill them anyway. I could even use their loved ones against them to get them to back down and surrender." I said smugly.

She had no answer for that, and she just stood there, staring at him with a fearful, but determined expression. By now the seed had grown from a sapling to a young tree, and the feeding on that fear was making me stronger by the second. By this point I can confidently say I am at about 35% power, and was steadily climbing. I began to advance towards her, and she began to back up. I slammed a tentacle next to her, breaking right through the floor. Another slammed through the wall. I jabbed a third tentacle at her head, which she ducked under.

"It is over Celestia, the Elements don't even know what is happening here. And they won't know that I will be coming for them. I will take them out before they even become a threat to me. Don't worry, I will save Twilight for last, but she will be forced to watch as everything she has known is taken from her. Only then, at her worst, her most miserable state, will I kill her." I told her.

Her eyes widened as she realized the truth of my words. The young tree of fear was now a giant Oak Tree that had already brought my energy level up to 48% and was growing at an ever increasing pace. She turned and ran towards the balcony, grabbing a quill and paper in her magic at the same time. I tried to grab her with my tentacles, only for her to teleport onto the balcony and take flight. She began frantically writing as she flew, and I changed my form into a giant shadowy bird of prey and gave chase. My much larger wings (and subtle manipulations to the dream to make me faster than should be possible) allowed me to quickly gain on her. Looking at the letter, I saw that it was almost complete. At the last second, I dove towards her and slashed her flank, causing her to scream in pain, and dropping the paper. I grabbed it in my beak, and flew after her as she tried to regain her balance. I then grabbed her in my large talons and threw her at the ground at high speeds. She crashed through a ouse and onto the street below, making a small crater with the force of the impact. I landed in front of her as she tried to stand, and transformed back into the swirling mass of tentacles. I held the paper in front of my eye and pretended to scrutinize it.

"Let's see here. Dear Twilight Sparkle, you and your friends are in grave danger. A powerful monster is chasing me and I don't think I can defeat it. It told me that it will come for you and your friends, and possibly your families as well. Gather everyone you all hold dear and find a safe place to hide until you can think of a way to stop it. I know you can do this, and save Equestria once again." I read aloud.

Then I burned the paper in black flames, and she stared at the ashes of it on the ground in front of her. Despair had taken root now, and it had already grown to the size of a large tree. As for her fear, it was now the size of a small mountain, and it was amazing. I was already up to 64% power and that was quickly growing. I slowly approached Celestia, and she scrambled away, only to yelp in pain as it appeared one of her legs was broken. I then realized that if I let her fear get any stronger, she could have a heart attack, if that was possible for a pony. I decided to drain enough of her emotions to numb her slightly. I stretched out my tentacles towards her and began draining her. After a minute, her fear and despair were pretty much gone, only a small amount of them remained. I was stronger than ever now, since I was now at 86% power. I decided that was enough, and it was time to end this. I raised a tentacle, and slammed it down on her with all my might. The dream began to quickly fade to black as I urged her to wake up.

In the real world, Celestia quickly sat up in her bed panting heavily and eyes darting around the room fearfully. A few seconds later, Luna through the doors open.

"Sister! I felt a disturbance in the dream realm! What happened?" She asked frantically.

Celestia tried to compose herself, but strangely could not remember her dream. She tried, but her mind still drew a blank.

"I...I can't remember Luna. I know I must have had a terrible nightmare, but I can't seem to remember it." She said in a confused tone.

Luna seemed more concerned than confused. Not only had Celestia woke up from a nightmare right as Luna felt a disturbance that had rippled throughout the dream realm, but she could not recall what the nightmare was. All of this combined hinted at some pony causing trouble in the dream realm and obviously did something to Celestia, but erased her memories of the event.

"Sister, I think that some pony has done something to your memories after doing something to you in your dream. Accessing and altering memories through dreams is something even I cannot do, and I am the princess of the night." She said worriedly. "I can try to undo whatever they did to your memories, but if they did this in the first place through a dream, then I will have to do the same. Hopefully because they already did this, it will make accessing your memories easier."

Celestia nodded in understanding and laid down to go back to sleep. A few minutes later, her gentle breathing was the only sound in her room. Luna entered the dream realm, and approached her sisters dream. She saw that Celestia was in Day Court, listening to a noble proposing a tax raise on the lower classes. She entered, but for some reason, she ended up in the palace garden. At first, nothing seemed wrong, but then she felt another presence in the dream. She turned to find a dark swirling mass filling most of her view. Then it began to condense into a bipedal form, that formed two arms and legs. Then more detail became clear. It wore a set of demonic looking, menacing armor that covered it from head to toe, and a large, serrated sword of the same design was holstered on it hip. Luna flared her wings and prepared her magic, ready for a fight. Then the figure removed it's helmet, revealing tan face, smooth with youth, with a smallish nose, brown eyes, and black spiky hair.

"Now now Luna, we don't have to fight. I know that your here to find out what I did to your sister, and I assure you that will have no harmful effects in the long run. All I did was use her to gather strength, then erase the memory, since doing otherwise would give her the wrong idea about my goals." He said in a bored tone.

Luna hesitated "What do you mean?" She asked carefully.

"You see, I happened to stumble across her having a nightmare of looking out over Canterlot, with the bodies of hundreds of ponies littering the streets. I decided to use my dream manipulation abilities, as well as some taunting in a much more terrifying form, to make her angry, and afraid." I told her.

"And why would you do that?" She asked angrily.

"I can gain strength from feeding off of negative emotions, and just passively gathering those emotions she was emitting was giving me a lot of strength. I claimed all of the dead ponies as my doing, and said that Twilight Sparkle and her friends were next after I killed her. By the end of it, I had to directly drain her emotions almost completely less she have a heart attack. I am still not at full strength however, but thankfully, it seems that messing with your sister has made you very angry, and it has provided a small amount of energy. Thank you for that." I said smugly.

I laughed at her surprised expression. But before she could retort, I continued.

"But as for my actual goal, let's just say that Celestia did something in her past that she got away with, as well as those she conspired with. She is the only one alive who know about this from what I'm aware of, and she is my target for vengeance. Of course, I can still make her accomplices pay in another way. That is all I for now, the rest you have to wait to find out. Also, I wouldn't recommend trying to access Celestia's memories, doing so could break her, I barley managed to do it without making her vegetable, so for you to do so as well will be too much. Now I will wake her up real quick." I told her.

I pulled out my sword, and before Luna could do anything else, I threw it into the castle. A few seconds later, a scream was heard, and the world faded to black. Celestia woke up with a gasp, and Luna snapped back to the real world as well. They both took a moment to regain their bearings, then turned to each other.

"I encountered the being who altered your memories, and he told me that he only did so because he didn't want you to get the wrong idea about his plans." She informed her sister.

Celestia was confused, so Luna explained everything that happened.

"Also, why did you wake up so suddenly?" She asked.

"I was just about to deny the petitioners request to raise taxes for the lower classes, when a sword shot into the throne room and stabbed me in the gut." She shuddered.

Sorry if I didn't have Luna speak like she usually does, but I felt to lazy to try to do that. Also, next chapter we will be seeing someone important, and gaining some more cool stuff to use against Celestia.