When Titan had emerged from his secret project, though it still needed a little extra time to be fully ready, Mysterious had come to him with an idea, and extremely nasty idea to help gather more energy for Titan, as well as blow a hole through the unicorn's defenses.

"You are aware by this time, the unicorns are all heading home to sleep until morning, and that is where I shall strike them."

Rep-Stallion was confused, "You're going to go after them while they're sleeping?" he asked.

Mysterious nodded, and explained he was going to strike in the one place where they're magic, believing, and friends could not truly help them. "In their dreams…!" His plan was to haunt the unicorns with spell he had been working on that would bring their worst nightmares to life. The more they fell into their dreams, the more their energy would drain, and their self-confidence would be shaken as well.

"With their self-confidence impaired, their magic powers will be of little threat to me."

Titan liked the sound of this and gave Mysterious his approval. Then he viewed an image of Unicornicopia, it was already nightfall and the unicorns were already leaving for home. "Pleasant dreams, unicorns." he sniggered and then laughed evilly.

…

Buddy Rose closed his community garden and stretched and yawned. "What a day…!" he said. "I'm certainly going to sleep well tonight."

"I think so too…" added Cookie Dough as he closed up the restaurant. Rhyme was with him, after finish a good hot dinner. He looked ready for bed already…

"I don't feel as I have to count sheep,

Tonight I really will get a good sleep."

Then, they all looked, and saw Lightning standing up on a rooftop looking up at the stars as he sang a small short…

(Today's Special- Wheels: "In the night")

In the night there's magic…

Have you ever dreamed of wanderin' though a town?

When the stars come out, and the sun goes down

And there's no one left except your friends around…!

That's when he leapt down from the roof, landed in the streets, and many unicorns, plus his friends began to dance with him as the music played. Around the lampposts, over the small walkway-railings, even a little flying dance moves.

During the dancing, Lightning bid goodnight to his friends as he and Krysta headed back home to White Village, and upon arriving Lightning wrapped up his song…

In the night there's magic

Have you ever dreamed of wanderin' through a to-o-o-o-own…?

He and Krysta smiled at each other, but then both yawned and Krysta pecked Lightning on the cheek before flying into her little house. "Goodnight Lightning…"

"Sleep tight, Krysta." responded Lightning as he hopped into bed.

Soon, all over the kingdom, everyone was fast asleep. Some were even snoring. The only exceptions were the guards manning the scout posts to search for any evil activity that occurred during the night, and the night soldiers were just taking control of their shifts.

All completely were unaware that Mysterious was flying through the skies. It was much safer for him to come out at night where there wasn't so much light to harm him, and made it harder for the scout lights to find him as he blended in with the darkness too well.

"Hmm, mm, mm, mm, mm…! It's time…" he hissed as he began to fly here and there, over and under sprinkling special magic dust all over the entire kingdom. Being a shadow and able to move faster along the darkness helped him go faster.

By the time he was finished; he had retreated to a cave somewhere in Yellow Hills, where Rhymey lived. All he had to do now was sit and wait for the energy to start flowing, but what Mysterious didn't realize, was that he missed one unicorn who was watching him from the skies… one with three golden horns.

…

In Red Wood Meadows, in a cute little cottage, Buddy Rose was starting to toss and turn in his bed and moaning softly…

He dreaming about heading to his garden one day to realize, all his beautiful plants were dead. He tried and tried his best to revive them, but this only made the spiritual forces of his plans return to scold him and chase after him as payment for not taking care of them.

…

Cookie Dough was sleeping in his home in Bluesville when he started to have a nightmare about His cooking starting to make everyone feel sick and causing them to age into dust. "No…! No…! What have I done?" he cried, and soon the guilt and shame of what he had done began to turn him into stone!

…

Starla dream that the stars were falling from the sky like a meteor shower, crushing and destroying anything that slammed on.

Rhymey dreamed that while he was reciting a poem about monsters and horror, as he read the words he wrote, the monsters and horrors he described actually came to life and gave chase.

"Mercy me…!

I believe I should FLEE…!"

Even Krysta was having a nightmare…

She dreamt that she had found other fairies just like her, and they invited her into a spring for a swim, but as soon as Krysta leapt off the edge, the beautiful paradise turned into an infernal nightmare, with flaming monsters and demons that caught her.

…

All over the kingdom the unicorns were tossing and turning in their sleep as their nightmares grew worse, and as their nightmares continued to eat away at their minds, the more energy Mysterious was able to harness. The energy seemed to emerge from the unicorns and moved like a stream of fireflies, flying all across the land, into the cave and through Mysterious' vortex to be transferred to Titan.

He just couldn't stop sniggered sinisterly to himself, but what he was really anxious for was about to happen, "Any moment now…! Heh, heh, heh…!"

…

Easily, Lightning had the worst dream of all…

He dreamt that he was brought before The Grand Ruler and he did not look a bit pleased for reasons unknown. "Lightning Dawn it has become clear to me that I can no longer trust you, or instruct you as my apprentice. I have no choice but to banish you to the Dimension of Darkness and out of my sight and kingdom… FOREVER…!"

In a quick snap Lightning and Krysta both woke up with a bloodcurdling gasp…

So did Buddy Rose… then Starla… Cookie Dough… Rhymey…! Everyone across the kingdom had awoken, some were even screaming, some fell out of bed.

…

Mysterious could sense the fear in the very air a she absorbed the last amount of energy. "My plan has worked." He hissed "What I would give to see the expressions on their fearful faces now…"

…

"Krysta…" cried Lightning, but he said nothing else after that.

"What was that all about?" Krysta wondered.

There was a knock at the door, causing them both to jump. "It's okay… it's just the door." stuttered Krysta. Lightning answered the door it was only Starla, but she looked just as freaked out as he and Krysta.

Starla explained about her nightmare, and that she was too scared to even look at the stars for answers. On her way over, she also heard several unicorns screaming from their bedrooms, and many lights were on in the other villages too.

"This is getting really weird." cried Krysta.

That's when a magical letter shot through the open window and landed on Lightning's bed. The suddenness of its appearance made them all jump and yelp. Lightning recognized the seal on the rolled up paper. "I… It's from The Grand Ruler." He whimpered, but he didn't seem too eager to look at it. "Lightning, just do it…" cried Krysta "Just get it over with."

"Y… Y… You can do it." stuttered Starla.

Lightning swallowed hard and nervously unrolled the letter…

Dear Lightning…

I am well aware of the nightmares you and your friends have experienced, and I can assure you it was no trick of nature.

I was making my rounds of the sky to maintain the balance of the night-flow, when I noticed Mysterious was flying around and sprinkling an evil magical dust all over the kingdom called Nightmareadon which causes any sleeper to dream their worst nightmare.

Mysterious has used this to drain the magic from the kingdom as you dreamt, and to weaken your self-confidence so that you will be unable to use magic in your battles.

Lightning, as you read this I am constantly going around the kingdom and doing my best to dissolve the remainder of the dust so that no further nightmares occur, but you must confront Mysterious who I have seen based in a cave at Yellow Hills. That is all I can tell you. I'd assist you in battle, but I cannot allow my other subjects to fall under the spell.

Just believe, and face your fears! I have faith in you my student.

Your caring master: The Grand Ruler

"W… w… we have to go out there." Lightning said nervously "It's the only way."

The girls were not so optimistic. Krysta even slipped back inside her house and hid under her bed. "Why can't we just use magic to get through this?" she groaned, but this was something magic couldn't fix, and just as the letter said without their self-confidence, their powers were weak or couldn't be used.

Lightning, though he was just as scared, and part of him wished all this could be undone- his mentor had faith in him, why else would he charge him with such a task. "I'm going to try at least. I'll go alone if I have to." he said with pride, and then he leapt out the window and flew off slowly into the night.

Starla felt more nervous than ever. So did Krysta, but they both just couldn't let Lightning do this alone. "Lightning, wait!" they called as they flew off after him.

Soon they were joined by Buddy Rose, who looked just as shaken, but saw them flying off after Lightning and figured it was trouble. "Cookie Dough's coming do." He told them, and before the others could react, "I'm just as surprised as you are."

Cookie Dough hardly ever entered battles as it was believed his magic was only for quick wits. Still, they would find out soon enough after they met up with him and then caught up with Lightning. Soon they arrived at Rhymey's house, but it took some time for him to answer the door.

The door creaked opened, and poor little Rhymey peeked his head through.

"Is somebody out there…?

Please don't give me another scare!"

The others convinced him that everything would okay… at least they hoped.

Yellow Hill was a small village- quiet and peaceful, several houses, and even a poetry hall. The hills were small and not too step, and there was only small cave in one of the hills. Not really one of those deep dark mines or tunnels but a small dugout.

The gang slowly approached the location, stopping only meters away from the dark entrance "I… I don't see anything in there." stuttered Buddy Rose.

"But I… see you!" mysterious hissed loudly, sounding like a violent monster, and making everyone yelp. That's when Mysterious stepped out from the cave laughing hysterically. "What's the matter? Couldn't sleep well…? Having bad dreams…?"

By this time the gang had mixed expressions of anger and fear on their faces. "We know what you're up to, Mysterious." growled Lightning "You planted those nightmares in our heads."

Mysterious sniggered and nodded his head, "And it looks as if my little plan has succeeded. Look at yourselves… you're all trembling with fear. It shows in your eyes. I think now's the perfect time to introduce you to my newest sidekick. Ha, ha, ah, ah, ah…!" At the sound of his evil laugh and large flare of light erupted from the cave frightening the gang as a huge fiery coated monster emerged. Mysterious called this monster Hothead, and made it from the flares of a torch he had in the cave with him.

Krysta screamed and hid under Lightning's wing. "Oh, my…!" she whimpered. That was the exact same type of monster that attacked her in her dream, a large monster with burning flames all over its body. "G…G…Get it away! Keep it away from me!"

"Me too!" cried Starla

Buddy and Cookie held each other whimpered at the sight of such a beast. Just looking at those flames was enough to burn them. Lightning was almost at a loss for words, and remembered what the Grand Ruler had said; he just had to face his fears. "I can do this…! I can do this…!" he kept saying as he moved forward, but the monsters flared up and roared causing him to retreat "AAAAHH…! No I can't!" and he ran back to join the others.

Some of them tried to attack the monster from a distance, but just as they were told they're magic either didn't work, or was too weak to be of any help. Rhymey tried his "DRILL QUILL…!" but they burned up as they neared the monster as it was part made of fire.

"Oh dear…! This is bad!

I think I made the nightmare mad!"

Mysterious couldn't help but laugh at such a pitiful sight. "I can't remember the last time I had so much fun!" he said "Go get them, Hothead!"

The monster flared, and began to slowly move forward. His burning feet made burn marks and ashes on the ground. "He's coming!" cried Starla "What do we do…?"

The monster then clapped his fiery hands together and blew hard, causing a huge fiery flare to blow right at the gang. "WHOA…!" they all shrieked as they scattered around. The others tried and tried, but by this time they were so scared and nervous they couldn't even shout the name of their attacks.

Lightning tried to charge at the monster only to always stop and run away at the last few feet, especially before the monster blew more fire at him. "This isn't working!" cried Krysta.

"Tell me something I don't know." snapped Lightning, but he quickly realized "What am I saying? I can't let my fear get to me!"

The others heard that, and began to realize they were just being a band of crybabies too scared to fight to save their own skins. They just had to concentrate. "Huh…?" groaned Mysterious as he watched the gang stand up tall and proud. "What's this…? How are they no longer afraid?"

The gang was still feeling a little nervous, but the more they believed they could do it, the more the spell faded away. Soon, they were standing tall and proud and ready for action. "Dream's over, Mysterious!" said Lightning "And now it's your turn to face a nightmare."

The others nodded and charged.

Of course, Hothead was still made of part fire so they'd have to be careful. All of Buddy Rose's attacks didn't work on him, but he did manage to distract the monster long enough for Rhymey to attack with his "WARD SWORD…!" hitting it hard.

"Oh, no you don't…!" shouted Mysterious as he prepared to attack as well, only get bombarded by Starla's "STAR SHOWER…!"

"Blargh…!" Even though Mysterious could not be attacked normally like most shadows, magical-attacks were able to get at him, especially ones that gave off light like Starla's attacks.

Krysta joined her in keeping Mysterious distracted by sprinkling her brighter fairy dust on him. "Pah…! Stop…! Get this stuff off me!"

With Mysterious distracted, the monster was forced to face the others alone. Cookie Dough was ready. "I've always wanted to do this…" he said as the monster began to approach him "I may be a chef, but there's that I can do."

"CREAM PIE FLING…!" the sound of his words, he summoned up a whole bunch of pies, but not the kind you would eat. These plié were thrown in the monsters face. The creams were in face gross bits of slime which ran down the monster, and the heat from its fires caused the slime to harden into a shell slowing him down.

"Now try my… EGG BOMB...!" and Cookie fired explosive eggs at Hothead, disintegrating the hardened parts of his body and making him weaker.

Finally, Cookie Dough had one final attack, his "EGG BATTER…!" which formed a giant club in his hand like a baseball bat. "Batter up!" he shouted as he WHAMMED the monster and sent it soaring up, up, up.

The others were amazed, and Lightning realized this was his chance, so he summoned the Rainbow Rod, and began to power it up…

"Magic of the Rainbow,

My faith burns bright

To vanquish the evil,

…in rainbow's light!"

As Hothead began to crash down to the ground, Lightning unleashed the "RAINBOW FORCE…!" sending it straight up, hitting the monster. KABOOM! It actually exploded safely in the air, and the magic dissolved…

WHAAAOM!

WHAAAOM!

Mysterious watched in dismay right until the last bit of the magic faded, and growled angrily.

The gang all came together and cheered for joy, and then Lightning turned and snarled "Mysterious, now it's your turn!" but before anyone could act, "Sorry, but I already have some of what I came for, so I'll be on my way, but we'll see each other again real soon. Ha, ha, ah, ah, ah, ah…!" then Mysterious vanished and was gone.

Everyone was a little upset that he got away, and had taken a lot of energy with him, but they were all safe and that was what really mattered.

"Well done, Everyone." said a voice from atop the hill. The gang looked, and saw the shape of "Grand Ruler…!" cried Lightning. It was still too dark to see him clearly, but they all recognized his shape. He stood there proudly on the hill with his cape fluttering in the soft breeze.

"Because you all believed you could win, and faced your fears, you overpowered Mysterious' magic. Take great care of yourselves… for this battle with Titan and his forces will continue, but I have faith and believe in you all… especially you, Lightning."

The gang bowed to the Grand Ruler, and Lightning asked his mentor, "When will I learn the true secret of magic? Haven't I come far enough?"

The Grand Ruler chuckled, "You have done wonderfully, Lightning. One day all will be clear to you, but for now… you all better get home to bed while it's still night. Farewell…!" and he flew off into the sky to continue his nighttime duties.

The gang decided it was best to head home to bed anyway. Lightning felt disappointed that even after all this he still didn't know what his master was trying to teach him about magic, but at least when went to bed, he had nicer dreams… so did Krysta… and so did everyone else.

(In the Skies as Grand Ruler flies)

Grand Ruler: "Dreams may seem scary at the times; you must always remember that they cannot really harm you. Sometimes dreams and nightmares become true, but like all dreams they don't really last forever!"

"Sometimes, dreams can be triggered off by things you've done, and the dreams try to warn you by showing you what it's like from another view. Dreams can teach, just like books and lessons can, and some dreams can never be ignored. That is something we all feel, but just remember, dreams are not real and be if you don't let them."

"See you all next time, and keep on believing!"