Note: This takes place one year after the first Silent Ponyville

Chapter One

Silence of her nightmare by metadragonart-d4e6594

"How does it make that sound?" A young filly stared, hypnotized by the gentle music caressing her ears. The small box before her let out a harmony that reminded her of angels. The warm body next to her grew closer, nuzzling up against her.

"I don't know the details myself," an older mare's soothing voice swept through her ears as if the voice itself was trying to hug her. Her voice was soft yet delicate, "But it's just like an instrument. Every piece is finely tuned, so that when a cord is struck it plays a gentle note."

"But it only plays one song…" The young filly mused as she continued to stare, comforted by the warmth of the other with her. "And…it seems a little sad…" she leaned her head against the bigger body, resting against it.

"Yes, I suppose it does sound a little sad." The older mare smiled warmly, her long mane falling in the filly's face. The little filly giggled a little as the hair tickled her face, before moving it out of the way to smile at the music box, "But this music box is…very special to me." The older mare sighed happily.

"…I like it." The filly smiled happily, closing her eyes as she listened, the melody softly flowing through her ears. She couldn't help but think it was beautiful.

"Please never forget…that I love you…" The older mare's voice grew quiet with those words.

"I know mother…I love you too." The filly nuzzled against her mother happily. The older mare grew quiet as the filly nuzzled against her mother. There was a silence that filled the air, only being filled by the gentle and calming music from the box.

"…Mother?" The young filly broke the silence, but it soon returned. The chimes of the music seemed to slow down, drawing out each individual note. "…Mother…" she called again, lifting her head up to try and look at her mother. The older mare had suddenly grown quiet.

"Mother…say something…" The filly pleaded, pushing against her mother with her hooves, trying to get her attention. The mare's body felt like it was growing colder, wobbling a bit before falling over. The older mare lay on the floor, her hair looking like cobwebs on the ground, her coat growing dull, her unmoving form framed against the darkness of the ground.

"Mother!" The young filly cried pushing her hooves against her mother as the music box continued to slow down, each note ringing in her head that something was wrong. The filly moved her hooves away from her mother and stared at her hooves, her blood covered hooves. The body of the mare was withering away, blood escaping from underneath her body.

"Mother…Mother…MOTHER!" The filly cried as tears began to stream down her eyes, shaking her mother's body to wake her, to tell her everything was alright. The music from the box died.

The body of the filly's mother turned to dust, as it vanished in the wind, leaving nothing but the blood that had been spilled.

The filly shook and cried, tears drenching her cheeks. She touched the blood stain on the floor, trying to feel any remaining heat that told her that her mother was still there.

The blood was cold, no sign of life to it.

The music box started to play music once more, but it no longer played the sad but beautiful song. The music box hissed a horrifying sound, as if bees suddenly filled the box. The filly looked up into the darkness, terror filling her core.

Red eyes gleamed as a presence made itself known. It towered over the filly as it drew closer, its body cloaked in darkness. The darkness itself flickered and flowed off of its body, its mouth opening revealing a gaping hole of white filled with jagged black. The presence of the creature crushed the filly, she couldn't move, she couldn't breathe, she was paralyzed by the very thing that stood before her. With a single swift movement, the creature closed the distance.

Its teeth sunk into the filly's neck, lifting her up and holding her as if a prize. Tears continued to stream down the filly's face, as the blood slipped down her body. The creature growled, before dropping the filly on top of the dust of her mother. The filly could do nothing but stare into the darkness of the world.

Even that darkness was soon fading, fading into a separate darkness.

The filly's vision was filled with the beast. Its jagged white mouth turned into a grin, as it once more, drew its teeth at the filly's face.

Fluttershy by up1ter-d4pa7yu

Fluttershy awoke with a scream. She panted heavily as she sat, staring at her pillow in the darkness, the covers hanging on her shoulders, her body soaked in sweat. The cool night air filled her burning, aching lungs. She put a hoof to her face, feeling the fresh tears that had been streaming from her face. She hiccuped softly as she tried to rub them away, still feeling fresh ones wanting freedom as well.

Something rustled under the covers next to her as she froze, turning as she heard the moan of something waking up.

"Another one?" Rainbow Dash groaned, sitting up from her spot on the bed, rubbing her eyes. "How many is that now? At least ten…" she let out a yawn, obviously still not used to being woken up in the middle of the night constantly.

"I-I…I'm…I'm sorry…" Fluttershy hiccuped, squeezing her eyes shut as she desperately tried to hold back her tears, her body shaking. "I-I…k-keep waking y-you up…I-I shouldn't…h-have asked you to t-try and comfort m-me…" Fluttershy stuttered her words, lumps forming in her throat as tears escaped her shut eye lids.

"Ugh." Rainbow put a hoof to her face. She shifted on the bed, before wrapping a hoof comfortingly around her marefriend's shoulders. Fluttershy leaned into Rainbow's chest and sobbed softly into her. "Come on Fluttershy, you should know by now that me sleeping isn't as important as you feeling better." Rainbow said quietly, lowering her head closer to Fluttershy's. Fluttershy didn't reply, only continuing with her soft sobs. "So me spending the last few nights here hasn't helped your nightmares, that's no big deal. It just shows us how serious this is." Rainbow said trying her best to offer comforting words, something she wasn't too used to.

Fluttershy could only let out a whimper in response. The nightmare's terrified her, she was barely able to fall asleep anymore knowing they were waiting for her inside of her own mind She didn't want to sleep anymore, she wanted to stay up and be rid of the dreams, but her body was exhausted, it demanded sleep, but her mind screamed to stay awake. The conflict inside her only brought out more tears.

Rainbow looked out into the darkness of Fluttershy's room as she tried desperately to think of something to do or say. 'If only I was a smarter…' Rainbow Dash thought to herself.

It was as if a light bulb had been turned on in Rainbow's mind.

"Fluttershy, in the morning lets go see Twilight. I'm sure she can help with these nightmares, I mean she's got all kinds of books, I'm sure she'll have something that can help with this." Rainbow spoke eagerly but softly, making sure Fluttershy heard her.

"..Do…do you really think…she can help?" Fluttershy asked, managing to wipe her face as her sobs softened.

"Yea, of course she can." Rainbow said confidently, nuzzling up against Fluttershy, "She's Twilight, even if she can't find an answer, she can ask Celestia! We'll get rid of these nightmares before you know it."

"…Thank you…" Fluttershy smiled softly, the tears finally stopping.

"Hey, what's a mare friend for?" Rainbow grinned, kissing Fluttershy's forehead.

"…I still don't feel like sleeping though…" Fluttershy said, staring at the pillow of her bed. It was still deep in the middle of the night.

"…Hmm…" Rainbow said in thought. She wasn't sure what to say for that. She looked up at the ceiling as she thought about it. She then let off a small shrug unintentionally as a thought rolled through her mind, 'I guess it's now or never then.'

"H-Huh?" Fluttershy said confused as she felt herself being pushed down onto the bed. She looked up at Rainbow Dash as she lay on her back, Rainbow climbing on top of Fluttershy before kissing Fluttershy deeply.

"Don't worry; I'll take your mind off of those nightmares so you can finish resting." Rainbow grinned, blushing deeply. Fluttershy blushed in return, surprised, but accepting as she closed her eyes, their lips meeting once more.

"Shouldn't you clear the clouds?" Fluttershy asked, yawning as her and Rainbow walked through the town, the warm sun only slightly obscured by a few clouds lingering around the sky.

"This is more important." Rainbow said rubbing Fluttershy's head lightly, "I can clear the clouds in a snap. Let's get you feeling better first." Rainbow grinned.

"I suppose." Fluttershy rubbed her eyes, still trying to rid them of sleepiness. She had started to develop bags under her eyes from the lack of sleep, but nothing severe.

"Suppose nothing! It is more important." Rainbow said trying once more to build Fluttershy's confidence, "Just focus on getting better. Everything else can wait till then."

"Getting better? Is Fluttershy sick?" Rainbow Dash and Fluttershy stopped as they looked behind them, seeing Pinkie Pie standing behind them with a basket in hoof filled with letters.

"Oh, hey Pinkie Pie." Rainbow said turning to smile at their pink friend, "And no, she's not really sick. She's just been having some really bad nightmares lately, so we we're going to see Twilight if she can help."

The silence was almost deafening despite its brevity. The basket in Pinkie's hoof fell, hitting the ground with what seemed like a loud thud, the letters spilling out before it.

"N-N-N-N-Nightm-mares?" Pinkie stuttered, a look of shock on her face.

"Uh Pinkie, you dropped your basket." Rainbow said pointing to it.

"No time for that!" Pinkie said quickly rushing to Fluttershy's side. She looked Fluttershy over, causing the yellow Pegasus to flinch a little, before Pinkie look into her face, "How bad are these nightmares? How long have you been having them?"

"T-They're…awful…" Fluttershy squeaked, answering though intimidated by Pinkie's actions, "I've been waking up crying for the last week and a half now…I thought Rainbow Dash could help make them go away, but they still haven't stopped…so Rainbow suggested we go see Twilight."

Pinkie stared, mouth agape at Fluttershy. Fluttershy began to sweat a little, not understand what was going through the pink pony's head. Pinkie Pie then looked serious for a moment, before turning her head from Fluttershy, as if she was in serious mental contemplation.

"…I see…going to see Twilight is the natural assumption to make." Pinkie mumbled to herself.

"…Pinkie Pie, what's going on? You're acting even stranger than you normally do." Rainbow looked at Pinkie Pie confused by her actions.

"…It's nothing." Pinkie lied stepping back from Fluttershy, "But I'm going to Twilight's with you." It sounded more like a demand than an offer.

"O-Oh, no, i-it's okay Pink-"</p>

"I'm. Going. With. You." Pinkie interrupted Fluttershy, not backing down.

"…O-Okay…" Fluttershy meekly agreed as Pinkie then nodded, taking the lead in heading to Twilight's house.

Rainbow Dash looked at one of the scattered letters on the ground, picking it up and looking at the pink envelope curiously.

"What's gotten into Pinkie Pie?" Fluttershy asked looking at Rainbow Dash confused about what just happened.

"I don't know…but she just put off inviting us to a party for it." Rainbow showed the envelope to her.

"…Wow…this IS serious." Fluttershy said in a bit of shock.

"Hey! Come on, we need to get to Twilight's house, like right now!" Pinkie Pie called out to the two mares after realizing they hadn't immediately followed.

"…I think it's best if we do what she says for now." Rainbow said not wanting to chance thinking what else a serious Pinkie Pie might do.

"Right." Fluttershy agreed as the two of them quickly followed after Pinkie.

"Oh, hey Pinkie P-"

"Twilight, we've got a serious problem." Pinkie barged into Twilight's house without giving the purple unicorn a chance to pose a greeting, "And I mean a problem as big as the last time I visited you with a problem."

"…Huh? Do you mean the nightmares are back?" Twilight asked a little confused, looking Pinkie over, "But you're mane is fine…"

"Oh, no, the problem isn't with me this time." Pinkie said pointing out the door she had just so casually walked through. Twilight turned her head to see a Rainbow Dash quickly walking in as well.

"Geeze Pinkie, was running here really important?" Rainbow huffed as she moved past Twilight, "This is a big deal, sure, but Fluttershy's not good at high-speed pursuits."

"Oh but there WAS a need to rush Dashie trust me on this one; we need to fix this ASAP!" Pinkie tried to get Rainbow to understand.

"…Is Dash having the problem?" Twilight asked, looking curiously at her rainbow-haired friend.

"No, it's not her." Pinkie said pointing to the door once more. Twilight turned once more, to see Fluttershy slowly making her way in as well.

"Sorry for the interruption Twilight, I hope we aren't disturbing you from anything important." Fluttershy apologized.

"No, it's no trouble Fluttershy. I was just catching up on some studying." Twilight smiled comfortingly, "But is something troubling you Fluttershy?"

"Oh…well, yes actually, that's why we came to see you." Fluttershy said, scrapping her foot against the ground, "I've been…having trouble sleeping…a-and was hoping you could help."

"Trouble sleeping nothing." Rainbow said moving to stand next to Fluttershy, "Fluttershy's been having some nasty nightmares that've been keeping her up. She's unable to sleep and she dreads having to go to bed. We we're hoping you could help out Twilight." Dash explained in more detail.

"Heh…well, I do happen to have one spell I know of that works won-mmph" Twilight's words became muffled as a pink hoof was jammed into her mouth.

"No no, we're not using that spell." Pinkie explained.

"Bleh. Why not?" Twilight asked after removing the hoof from her mouth.

"Cause we're not." Pinkie said closing her eyes, as if not wanting to budge, "We have to find some other way to help Fluttershy."

"But…the spell worked so well last time, why shouldn't I use it now?" Twilight was very confused. Pinkie Pie had explained to her that the spell had let her come to terms with the tragedy of her sister's passing, but she hadn't explained what exactly happened during the spell that led to the revelation. All Twilight had seen during the delve was what appeared to be a warped picture sitting amidst a foggy backdrop. As she had tried to study the picture, it kept changing before her, till the mind delve disconnected itself in a flash of light.

"Trust me Twilight, using it on Fluttershy will end badly. So we're going to help her without it." Pinkie explained.

"But it'd be so much easier to just use the spell, it only takes a few minutes and I'll have helped her with the nightmares. Doesn't that make sense?" Twilight tried to battle Pinkie with her logic, an already losing battle.

"Even if it does, it's still not happening." Pinkie retorted back.

Fluttershy and Rainbow looked at each other very confused as Pinkie and Twilight went back and forth. They had no idea what their friends were talking about.

"So uhhh…what exactly ARE we doing to help Fluttershy then?" Rainbow finally asked, interrupting the back and forth between the two bickering ponies.

"Ugh…fine, I'll go get my copy of 'Dreams: a Psychological Understanding'." Twilight said walking away from the pink mare who sat there looking victorious.

"Thank you Twilight, I assure you this will be the best for everyone." Pinkie then bounced over to Fluttershy, putting her hoof around her shoulders while offering a comforting smile, "Don't worry Fluttershy, I promise we'll make your bad dreams go away."

"…Y-You really think this will work?" Fluttershy looked at Pinkie for hope.

"If anypony can help make things better it's Twilight. I'm sure of it." Pinkie smiled happily.

"Alright," Twilight said returning with a floating copy of the book, opening it up and flipping through several places, "The first thing I should do is see what kind of dreams you're having. Since we won't be jumping straight to the Mind Delve spell, there's other solutions listed here that might work depending on the severity of your dreams." Twilight explained before placing the book down on the table in the center of her house.

"O-Oh…how will you know that?" Fluttershy asked curiously.

"There's a spell in this book that will let me see the dreams you've been having. I'll be able to judge for myself how severe they are." Twilight said walking over to Fluttershy.

"…B-But…" Fluttershy began to protest.

"Don't worry Fluttershy; Twilight knows what she's doing, right?" Rainbow asked while trying to comfort the worried pegasus.

"Of course, now this will only take a moment." Twilight smiled, not waiting for Fluttershy to give another response before gently sweeping hair away from her forehead and tapping her glowing horn against the Fluttershy's forehead.

'IDON'TWANTTOFLY IDON'TWANTTOFLY IDON'TWANTTOFLY' The words screamed again and again, bouncing in her skull, driving her mad. Her wings were beating as fast and as strong as they could, despite every ounce of her being telling her to stop them. Her whole body was crying out for relief, pain filling her back and legs. Her wings were bent, horribly misshapen, not even looking like they should lift her, but they carried her through the sky. Tears swept across her face as every flap sent pain shooting through her back, scratching away at her mind, eroding her sanity.

A loud roar pierced her ears and shook her whole being. Her head painfully but slowly turned to look behind her, as a giant figure appeared from behind the clouds, billowing smoke as it soared at high speeds straight for her. Her legs flailed, feeling as if every movement snapped a bone and tore her muscles.

The large beast opens its jaws, before its gigantic teeth sunk straight down into her flesh.

She wanted to scream but no voice came to her. She wanted to close her eyes but her body would not obey her. She wanted to shut down and die but her body did not comply. The swirls of tortured screams filled every inch of her. Twisted faces and horrified cries screamed out to her. One word repeated itself endlessly in her mind.


Pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain.

There was nothing to decipher, only the red horror that swirled around her. It bellowed and cried, it screeched and it hollered, but its suffering would not end. Neither would hers. Everything assaulted her mind; she felt the pain as every fiber of her being was destroyed by the horror before her.

Her knife came down. It struck its target. She brought the knife back up. She swung it down, her target hit again. Her actions repeated again and again. One fluid motion after the other, her knife struck the body before her. She was coated already, coated in the warm liquid she had caused to splatter all over. Each fresh strike sent another burst of the warm liquid against her body.

A smile was on her face, one that had been there a long time as she had started. She made fresh holes and fresh liquid with each strike, plunging the knife in and out of the pony before her seemed to bring satisfaction.

They deserved this, she deserved to be the one to do this to them. This is how it was supposed to be.

She plunged the knife down one last time, panting as she looked excitedly at her work. The punctured body didn't move or twitch, it just laid before her. The body would never move again.

She tossed the knife to the side and leaned forward, nuzzling the body as she smiled.

This was love.

Twilight stepped back as the memories of the dreams filled her mind. She grimaced as her stomach did a flip, a knot forming in her throat. They were horrific dreams, dreams filled with pain, suffering, insanity and loss. These weren't just simple nightmares, no, she had seen dreams like this before…

"…Are…Are you okay Twilight?" Fluttershy asked nervously, not sure what to expect Twilight's reaction to be.

"…Y-Yea…I'm fine…" Twilight finally managed to say after swallowing the knot in her throat.

"You're awfully pale for being okay." Rainbow said, looking at Twilight worriedly. She didn't think the nightmares would've been so bad as to make Twilight lose a shade of color.

"Well, you didn't go stumbling back into the bookcase this time; were they not as bad?" Pinkie asked, tilting her head curiously.

"…Oh, they're…very bad." Twilight rubbed her head a little, "But…they're bad in a different way. I don't think I could make an accurate comparison…at the very least, they felt the same in intensity."

"S-So…w-what do I do?" Fluttershy asked meekly.

"Hold on, I need to consult the book." Twilight said shaking her head lightly, before levitating it over to herself, flipping through some pages and reading a few passages.

"…There's a lot of spells in here for more minor nightmares, soothing remedies, relaxation methods, normal and magical psychological evaluations…but…" Twilight sighed looking at Pinkie, "With what I just saw, there's only one spell in here strong enough to find out what's happening in Fluttershy's mind."

"…Are you absolutely sure? There's NO other spell in that book?" Pinkie asked, desperate to not have to turn to that answer.

"I'm sure Pinkie. The mind delve spell is going to be our best solution."

"Why are you so against using that spell Pinkie?" Rainbow asked looking strangely at her earth pony friend, "You said it helped you before, why shouldn't we use it on Fluttershy?"

Pinkie was silent. She thought about it for a moment, before looking seriously at Twilight.

"Twilight, read to me the spell's description."

Twilight flipped back to the exact page of the spell, and began to read:

"The Mind Delve spell is used in cases where the nightmare or psychological problems are not so easily discernible. This often means that the problem is rooted deep within the patient's subconscious and cannot be obtained through normal psychological methods without spending a very long time treating the patient. This spell allows the user to shorten the necessary time needed in order to bring the patient to a full recovery. Each patient the spell is used under experiences different results, as the subconscious is molded by the patient who owns it. No two patients will likely experience the same recovery under the use of the spell."

Pinkie thought about those words carefully. Something seemed to spinning the wheels in her head.

"…Okay…" Pinkie finally said, breaking from thought, "We can use the Mind Delve spell on Fluttershy…under one condition though."

"What?" Twilight asked blinking a little confused.

"You have to find a way to put me into Fluttershy's mind when you do it."

"Y-You want to…go into my mind?" Fluttershy asked very surprised.

"Yes. I won't let you go through this alone Fluttershy. I'm going to be there with you to help you with your problem." Pinkie said, turning her head slightly, shifting her mane so Fluttershy could see it better, "I wear this red ribbon as a testament that my friends are dear to me. That means if they're in trouble then I'm going to help them. And I'm going to see you through this Fluttershy, so that you can not only feel better, but so that you don't have to be alone while doing it." Pinkie smiled.

"Well, then I'm going in too." Rainbow said stepping closer to Fluttershy, "I can't just let my marefriend do something like this without me. I'm going to be there for her till the very end." Rainbow grinned, nuzzling against Fluttershy.

Fluttershy blushed as she smiled softly, "T-Thank you…both of you…"

"…Ugh…" Twilight put a hoof to her face, "I don't even know HOW to do that." Twilight said as she walked off towards the bookshelf, "You guys are going to have to give me a moment, there's nothing in 'Dreams: a Psychological Understanding' that explains how to link minds together." She said as she began to levitate books off of the shelf, checking each title before pushing them off to the side. There was a distinct sound of her mumbling something about how she shouldn't have sent Spike on a shopping trip that day.

"This could take a while." Rainbow said looking at the other two mares.

"Let's play some games to pass the time!" Pinkie chimed in happily.

"That sounds fun." Fluttershy smiled.

"King me!" Pinkie grinned happily, having victoriously jumped several of Dash's pieces before arriving at the opposite end of the checkers board.

"Man Pinkie, how're you so good at this?" Rainbow furrowed her brow as she looked at the board. She was clearly losing, for the fifth time now. Pinkie had just obtained her third king.

"Years of practice Dashie." Pinkie chuckled as she awaited her opponent's next move.

"I think you've both been doing very well." Fluttershy smiled, having enjoyed watching the matches.

"OKAY!" Twilight suddenly declared very loudly putting the book she had been studying vigorously down. "I think I've got something. By using a mixture of various spells I SHOULD be able to get all of you to share in Fluttershy's mind delve. I don't know how well it'll work, at the moment, it's all theory. But I've made theories work before! I can do it again." Twilight nodded, walking towards her friends,

"Oh good, I was getting tired of this game anyway." Rainbow said standing up, waving a hoof at the board.

"Only cause you were losing." Pinkie chuckled before hoping up as well, before turning to Twilight and looking a little serious, "Are you absolutely sure you can get this to work Twilight?"

"Absolutely. When have you ever known me to mess up a spell once I was confident in how it worked?" Twilight asked curiously.

Pinkie put a hoof to her chin as she looked off to the side before mumbling under her breath, "Well…not in continuity…"

"What was that?" Twilight asked not having heard her well.

"Nothing." Pinkie smiled before turning to look at Fluttershy, "Are you ready for this Fluttershy?"

"I-I guess I'm as ready as I'll ever be." She said, walking next to Pinkie.

"We'll have you feeling better in no time, just you wait." Rainbow Dash smiled, standing next to Fluttershy as well, smiling her confident smile.

"Alright then, here goes." Twilight's horn lit up, glowing brightly as she concentrated. She walked up to her three friends who stood before her, before gently tapping her horn against each of their foreheads. A thin blue line attached to her horn that stretched from their foreheads with each tap. The light surrounding her horn grew brighter as she stepped forward, before tapping her horn against Fluttershy's forehead.

In that instant the world felt like it slipped from under Fluttershy's hooves. Everything felt hazy as her body almost felt numb. She couldn't keep track of her surrounding, thought she felt like she was falling. The only indication she felt like she was moving was a sensation of wind rolling around her. She tumbled and fell through a hazy fog in her mind, unable to comprehend anything.

She let out a sharp gasp as air finally returned to her lung. She panted for a moment, before her eyes fluttered open. She got her bearings slowly, as the world began to come into view before her. She was still inside of Twilight's house; however it was now missing that particular purple unicorn.

"Ugh…Twilight, what's the big idea? That spell-…" It was Rainbow's voice she heard next. She turned her head and saw her marefriend already standing up, looking around for Twilight, "Wait, where'd she go?"

"Ugh, I don't think I could ever get used to that." It was Pinkie's turn to speak up, Rainbow and Fluttershy look behind them to see her groggily standing up, "But I'm glad to see she got it to work." She smiled seeing her two friends.

"What's going on Pinkie? Where's Twilight?" Rainbow asked looking around, confused at their missing unicorn friend.

"That's normal, she's not going to be here with us." Pinkie said, looking around quickly. She got up and ran to a nearby window looking out of it. She grew quiet as she stared out the window.

"…Pinkie Pie?" Fluttershy asked looking at her friend oddly.

"Is this what you went through when Twilight helped you?" Rainbow asked curiously.

There was silence for a moment. Rainbow and Fluttershy looked at each other a little confused, before Pinkie finally spoke back up.

"Yes." She turned away from the window, looking at her two friends with a serious look, "It's almost exactly the same as what I went through, and is exactly the reason why I said I had to come." Pinkie said galloping across the library to a shelf, before pulling a map out from it.

"What do you mean?" Fluttershy asked as Pinkie brought the map over to the table, Fluttershy and Rainbow walking up to look at it.

"We're going to need this to keep track of where we are." Pinkie explained, pointing to the map of Ponyville that she unfurled before them. Pinkie looked up from the map, seeing that a bag lay on the table as well. "Fluttershy, you should be the one to take that bag." Pinkie explained pointing to it.

"W-Why?" Fluttershy asked confused grabbing the bag and pulling it closer, opening it.

"Trust me; we're going to need it. Is there some kind of instrument inside of it?" Pinkie asked, seeing Fluttershy look inside.

Almost as if an answer to Pinkie's words, a soft, almost haunting melody began to slowly play from the bag. Fluttershy carefully reached in, pulling out an old music box that was playing the soft tune.

"T-This…" Fluttershy stared at the music box in shock, "This…is the music box my mother owned…"

"What's it doing here?" Rainbow asked looking at it curiously.

"I…I don't know…I lost it a long time ago. How did it get here?" Fluttershy wondered quietly.

The music slowly faded to a stop as she continued to stare at the music box. Pinkie Pie rolled up the map of Ponyville before placing it in the bag.

"Come on, let's head out." Pinkie said smiling at Fluttershy before heading for the front door.

"Head out? Where are we going?" Rainbow looked confused at her pink friend.

"We're going to Fluttershy's cottage. If we're going to find any answers I think that's the first place we need to check." Pinkie explained as she opened the door.

"Answers? To the nightmares?" Rainbow thought in confusion, "What does this strange place have to do with them? Why are we even here?"

Fluttershy gently put the music box back in the bag as she listened to Rainbow Dash's questions. She closed the bag, which had a clasp of a blue and pink butterfly. She gently lifted the bag up and placed it on her back to carry with her.</p>

"I…I can't say for sure what this place is. I think we're inside Fluttershy's mind, but at the same time…it feels too solid to just be our imaginations." Pinkie scuffed the floor softly as she explained, "The only thing I know for sure…is that we need to be ready for anything." Pinkie opened the front door, stepping outside.

"Let's follow her," Fluttershy said smiling at Rainbow, "She seems to know what she's talking about, so we should follow her till we get our bearings."

"Oh alright, I suppose that makes sense." Rainbow said before following after Pinkie Pie. Fluttershy followed the same, stepping out the front door of Twilight's house.

"H-Hey! What's with this weather!?" Rainbow cried in confusion. Fluttershy stood in shock.

Ponyville had fallen into a thick fog. No building could be seen past a few feet in front of their eyes.

Chapter Two

Silent ponyville fluttershy by shadestars-d4wsr82

Rainbow desperately waved her hoof, but no matter what she did she couldn't seem to grab hold of the fog. She reared up her hind legs and kicked as hard as she could, but her legs only hit air.

"Ugh! What is wrong with this fog!? I can't touch it!" Rainbow huffed, stomping a hoof on the ground.

"I'm not sure; it was like this for me too." Pinkie said looking up at the sky, "I originally tried to escape from here by using my balloon fly out, but it had too many holes in it. I don't know what's beyond the fog bank."

"Well I'm about to find out! If nothing else I should be able to be rid of this fog!" Rainbow said spreading her wings before racing up into the sky, disappearing from sight quickly.

"…Do you think it's safe?" Fluttershy asked looking at Pinkie curiously.

"Well, if anyone can handle herself its Rainbow Dash. I'm sure she'll manage to have this place cleared up in ten seconds fla-"

Pinkie's words were interrupted by a ear shattering roar that bounced and echoed through the town. It felt like the very earth itself was shaking at the roar. Fluttershy and Pinkie instantly looked up into the sky at the direction of the roar, as Rainbow came barreling through the fog at them. The music box in Fluttershy's bag began to hiss with a sound similar to bees being stuck in the box.

"HIDE NOW!" She yelled loudly before swooping down to grab the hooves of her friends before giving them a chance to register her words. She half-dragged them behind the library when they all heard a tremendous thud shake the ground, as if something gigantic had just landed quickly.

"What's goi-" Pinkie tried to ask only to have Rainbow quickly shove her hooves into her mouth, giving a loud 'SHHHH'.

"Look around the corner, carefully." Rainbow whispered harshly before looking around the tree herself. Pinkie and Fluttershy carefully looked around the corner themselves. Fluttershy's eyes widened as she felt as if her heart could stop at the sight before them.

A gigantic black dragon had landed in front of Twilight's house. It growled softly as black smoke billowed from its nose. It gave a snort, shooting out a large part of the smoke into the air, as it swiveled its head around, looking for the pony that had just escaped from its sight. It stepped forward carefully examined the building and areas on the street.

It gave another snort of frustration, as its wings opened up, giving them a good flap lifting its body into the sky and causing everything to rattle and shake with the force of the wind. With a few more quick flaps it flew up into the fog filled sky, disappearing from sight. The buzzing of the music box faded away with the dragon.

The three mares stood frozen, waiting until they could no longer hear the beating of its wings, before letting out a long collective sigh.

"What's a dragon doing here?" Pinkie asked, stepping out from behind the tree, looking up at where it had flown off.

"I don't know, but it seemed to know exactly where I was the moment I started flying." Rainbow said looking at her wings, "I can't go up into the sky and clear this weather away if it knows where we are when I fly…" Rainbow groaned, "Meaning I can't fly AT ALL and that we're going to have to deal with this fog."

"It's alright," Pinkie smiled reassuringly, "the fog's not so bad, once we get inside we'll be able to see just fine."

"If you say so, all right, let's go Flutters-" Rainbow said turning to look at the ball of pink that was curled up, shivering on the floor. "Fluttershy?" She asked worriedly, quickly running over to her marefriend.

"A-a-a-a….d-dragon t-that…c-chases you…w-when you fly…" Fluttershy stuttered in fear, whimpering and shivering curled up in a ball behind the tree. She was scared out of her wits.

"Hey, hey, come on, it's alright, he's gone now." Rainbow said leaning down nuzzling Fluttershy gently, "He's gone and he won't hurt you, I promise."

Fluttershy began to calm down, feeling the comfort of Rainbow Dash. She stopped shivering, leaning up and nuzzling Rainbow Dash back.

"It's just one dragon, we'll get to your house, find out what's causing these nightmares and we'll be out of here in no time, okay?" Rainbow said reassuringly to her marefriend.

"Well…" Pinkie said, looking conflicted, "I…don't want to lie to you two…but…that might not be all we face."

"What? You mean there's more?" Rainbow said looking up surprised at Pinkie.

"Well…when this happened to me before…I…I encountered…many monsters." Pinkie hung her head solemnly, not wanting to have to say this, "It's…why I didn't want Fluttershy coming in here alone. I was afraid she'd have to face monsters like I did…and I couldn't stand the idea of her having to face them alone."

Fluttershy shrunk back into her ball at Pinkie's words.

"And you didn't think to TELL us this when we were discussing the spells!?" Rainbow almost yelled, but holding herself back.

"Hey! I TRIED to get a different spell to be used! I did everything I could to make sure we didn't have to resort to this! And when we did I refused to let her do this alone!" Pinkie protested to Dash's accusations.

"You STILL could have told us there'd be monsters!" Rainbow felt her hair standing on end, "We COULD have been more prepared! We could have prepared for facing them or running away! We could've brought our elements!" Rainbow growled in frustration, closing her eyes, "We could have done SOMETHING so as to not put our LIVES in danger!"

Rainbow panted heavily. She was angry, she couldn't remember being so angry before.

"…I'm…I'm sorry…" Pinkie lowered her head, her ears folding back. Rainbow opened her eyes and looked at Pinkie. Pinkie looked like she was on the verge of tears. Rainbow opened her mouth to say something, but closed it again. She was still mad, but she couldn't stay mad at her friend this way. Rainbow turned her head to look at Fluttershy who had covered her head with her hooves, shaking.

Rainbow was sure she could hear Fluttershy's soft sobs.

Rainbow sighed softly, walking up to Fluttershy, lying down on the ground before her, lowering her head and nuzzling her mare friend gently. Fluttershy hiccupped softly, trying to breath, her mind still reeling from everything.

"Fluttershy…listen to me please." Rainbow said closing her eyes, speaking to her from her heart, "This isn't the best situation we could find ourselves in. But I need you to know, that no matter what happens or what we face, you're going to be okay."

Fluttershy began to calm down again, sniffing as she took a deep breath, feeling the comfort of her mare friend. She slowly uncurled from her ball, moving closer to Rainbow, wrapping her head around Rainbow's neck, as Rainbow nuzzled against Fluttershy's neck.

"I need you to be strong right now, alright?"

Fluttershy looked up into Rainbow's eyes, seeing the comfort and warmth they offered. She heard her words as they echoed in her mind. She gulped down the nervous tensions that had built in her throat, before nodding slowly.

"That's my girl." Rainbow kissed her forehead. She helped Fluttershy on to her hooves, "Now give me a smile alright?"

It took a moment, but Fluttershy managed to bring her courage forward and put a smile on her face. Rainbow smiled back, before turning to face Pinkie Pie, who was still had the apologetic look on her face.

"Uh…hey, look, it's alright Pinkie Pie." Rainbow put a smile on her face for her friend, "I know you meant well…you wouldn't put us in danger on purpose. But since we're already here, we might as well just deal with it."

"…You're still right Dash…" Pinkie turned her head away from Dash, still with the look of hurt on her face, "I really was a stupid mcstupid pants…" Pinkie let out a soft sigh, before putting a smile on her face, "But I'll do my best to make up for this and get us out of here as quickly as possible. So let's head for Fluttershy's house."

"Right." Rainbow nodded smiling, the three mares walking off into the fog.

It seemed like a long walk to reach the outskirts of Fluttershy's cottage. The town had been deathly quiet. There was a moment or two where they had frozen, thinking they had heard the wing beats of the dragon, but it faded as quickly as it came.

Ponyville had become a ghost town. The only three inhabitants seemed to be the three of them as they made their way out of town, following the path along the park, past the trees, quickly approaching the house where Fluttershy lived.

The air had felt thick between them. None of them had spoken since they had started walking. The only sounds they heard were their hoofsteps and the occasional breeze that seemed to blow through the town.

"Here we are." Pinkie said as they approached the bridge before Fluttershy's house, the three of them just barely managing to make out the shape of her house in the fog.

"Do…Do you think my animals are okay?" Fluttershy asked as she looked around, trying to spot any critters.

"I don't think there's any around." Rainbow said looking around herself before crossing the bridge.

"I'm not really sure what determines what you do and don't find in this world. Honestly I figured we should come to Fluttershy's house first because 'home' was the first place I went. So since this is Fluttershy's mind it made sense to me. When I was in my mind the path to Fluttershy's house was blocked off." Pinkie explained as she walked up to the front door of the cottage, checking for any locks that might be on the door.

"I see…well, I'm actually glad my animals aren't here then." Fluttershy smiled walking up to Pinkie, "I'd hate for them to be put in danger."

Pinkie opened the front door and the three of them entered Fluttershy's house. To Pinkie's surprise, the house was intact. Everything that should be there was, nothing was run down or broken, there wasn't even any dust as if the house had been sitting in time.

"What's the matter Pinkie? You look surprised." Rainbow chuckled as she walked further into the house.

"I…guess I am a little." Pinkie chuckled a little awkwardly as she closed the door behind them.

"So, what exactly are we looking for?" Rainbow asked looking around at the house.

"I'm not sure…I guess anything that seems odd or out of place, something you wouldn't expect or just a clue as to what exactly is going on." Pinkie explained as she began to look around at various shelves in Fluttershy's home.

"Oh…well, I guess I would know best then…" Fluttershy said tapping a hoof to her chin as she carefully glanced around the room.

As Pinkie Pie and Rainbow Dash carefully looked around the living room, Fluttershy couldn't help but feel a connection to the kitchen. She stepped out of the living room, soon entering the familiar space of her kitchen. She looked around carefully, trying to spot what was giving her the feeling something was in there.

It was then that her eyes fell on the fridge. Attached by a small butterfly magnet was a piece of paper, marked with what looked like a crayon. Fluttershy blinked, not having seen the paper before. She slowly walked up to it, getting a better look at it. It looked like a child's drawing, drawn with several colors of crayon; it was of a simple house with a sun, outside the house was a happy pony attending to a garden. Bellow the picture there were words written in a red crayon:

When I grow up I will hav a house and lots of pets. I luv love helpin aminals.

I keep a kay key to let me know I will have a house.

There was a small bulge under the paper, as if the paper was hiding something. Fluttershy carefully lifted the paper and looked at the back of it, seeing a key taped to the back of it. She carefully peeled the key away looking at it; the key was also in the shape of a butterfly.

"Hey, how come this door is locked?" Fluttershy's ear perked up as she quickly walked back into the living room. She saw Rainbow Dash struggling to try and open the door to her closet, which was locked tight.

"Does it have a lock on it?" Pinkie Pie asked turning from her side of the room to look at the door.

"Yea it does." Rainbow said looking at the door, "It's got the shape of a butterfly over a keyhole."

"Oh, well, I just found a key with a butterfly on it." Fluttershy said holding up the key.

"Then it probably opens that door." Pinkie said thinking about it, "Though…maybe I should open the door."

"Why's that?" Fluttershy asked a little confused.

"Well…I just don't want anything popping out and hurting you." Pinkie thought, before looking at Fluttershy's saddle bag, "But…I guess you're music box isn't letting out any noise…so I think it should be safe."

"My music box?" Fluttershy blinked, turning her head to look at the saddlebag.

"Yea, do you remember when the music box started making noise when the dragon attacked? The music box will let you know when something that is trying to hurt you gets close. So just be careful alright?" Pinkie explained, choosing her words carefully.

"I see…alright, I'll be careful." Fluttershy nodded walking up to the door. Rainbow backed up a little from the door, watching as Fluttershy unlocked the door. She slowly opened the door to her closet, looking inside the lightly lit room. She stepped inside slowly, noticing that the things she would normally have placed inside were missing, and in their place was a grandfather clock, with words written on the side of the wall.

My hands are frozen, but they weren't always this way.

I used to reach for the sky and wave over the crowd,

While my friend to my right offered me his snack.

"What's in there?" Fluttershy heard Rainbow ask from behind her.

"I think it's a puzzle." Fluttershy said thinking about the words and looking at the clock. "I think I know the answer though…" She said carefully lifting up her hoof to the face of the clock. She turned the long hand up to face midnight, while moving the small hand to face three.

Fluttershy heard a loud click, as if something was unlatched by her actions. She looked at the clock, waiting to see what it would do, when it suddenly began to rush up and out of her vision.

Fluttershy let out a cry as she lost her bearings, falling into the giant hole that opened up beneath her

"FLUTTERSHY!" Rainbow Dash yelled, before the hatch that had opened closed.

Wind rushed past her ears, falling in the darkness. She screamed and cried, she had to open her wings and stop her fall, but they were stuck, glued to her sides. Her hooves flailed as she tried to grab something, anything. She descended into the bottomless darkness.

Fluttershy let out a groan as she slowly lifted herself up off the ground. She rubbed her head as her eyes opened. It was too dark, she couldn't see a thing.

"Rainbow Dash? Pinkie Pie?" Fluttershy called out, trying to reach around for something. Only silence returned her call. She felt her saddle bag in her hoof and remembered something she'd seen inside of it. She carefully opened it up before reaching in. She moved the music box slightly to the side before grabbing hold of a lantern in her teeth, pulling it out and turning on the light.

She was in a blank room, the walls seemed to be made of cement worn away by age, the sound of water dripping echoed off of the walls. She looked up at the ceiling; a metal grate was sitting in the way of her trying to fly back up the long shaft she had fallen through.

'How…did I get through the grate?' She asked herself, not sure exactly what just happened, 'And…why am I not hurt if I fell from such a great distance?' she looked at her body, not seeing any damage or feeling any pain. It was as if landing on the hard cement after falling a great height hadn't hurt her.

'I…I need to get out of here. I need to meet back up with Rainbow Dash and Pinkie Pie!' Fluttershy thought to herself, quickly looking around for an exit. She saw a metal door along the wall behind her.

'Okay, I just need to get my bearings, find where I am and…' Fluttershy opened the metal door, revealing to a long hallway, water covering the floor after a small dip in the ground. The walls looks like they were molding over, the channel seemed to stretch and turn.

'…I have no idea where I am.' She had never seen this place before. 'Why is it flooded with water?' she asked as she slowly began to step into it. It wasn't very deep, it only came up to about her ankles, but it was enough that the tips of her hair would drag in it. The cool water sent a few shivers up her spine, but she headed forward.

The only sound she could hear was the splashing of her steps as she went down the long hall. The quiet hallways seemed to echo her splashing loudly. The darkness of the hallways being lit only by the light of her lantern sent a chill up her spine. She really hoped she could get out of this hallway soon.

She rounded a corner along the hallway and found herself facing an intersection. The paths branched out to her left and right.

'…NOW which way am I supposed to go?' Fluttershy furrowed her brow in frustration and fear. She didn't want to get lost, not here, not with the idea that monsters could be anywhere.

Her music box began to hiss, letting out the sound of bees buzzing. She grimaced at herself for having jinxed it. The next sound she heard was the slow splashing of steps being taken in the water, each step seemed to slosh around as it go closer. She looked down both paths, she couldn't tell which way the sound was coming from, and running back would only lead back to the dead end.

Her attention snapped to the left route, when her eyes caught the creature emerging in the light. Her eyes widened as she stared at what was treading through the water.

It was a mannequin, a moving mannequin with no head. Its body looked like it was made of cloth, rotted with age and wear, it had several large seams sewn along it as if it had been put together and torn apart many times, it had several pale, sickly colors and looked like it had trouble walking.

Fluttershy took a step back from the creature; the buzzing of the music box grew louder as it came closer. It reared its front legs up and smashed them down into the water, growing closer to Fluttershy.

Her legs acted on their own, her galloping fast down the right path, getting as far away from the monster as she could. The water kicked up and sprayed across her body as she ran as fast as she could through the hallway. The water was slowing her down, but she could outrun that creature.

She looked behind her as the buzzing of her box grew to a quiet stop. The mannequin couldn't keep up with her, she was in the clear. She slowed down a little, breathing softly as she turned to look in front of her, stopping just short of running into a wall. She had come to another split in the road. She looked down the right path, not seeing anything unusual.

Suddenly her music roared with its buzzing, as her head snapped to the left, right before her body was hit by two hind legs, sending her flying down the right path. She hit the water with a huge splash as she skidded along the ground. She winced in pain as her skin burned and her chest ached. The lantern had landed just next to her head with a splash in the water, cutting the light from the area.

She groaned in pain, feeling a welt beginning to form on her chest, as she groggily reached out for her light. She managed to grab the handle, lifting the lantern from the water. She could hear the steps of what had attacked her shifting through the water, getting closer slowly. She frantically moved to turn the lantern back on. It gave a few clicks without turning on, making Fluttershy grimace to each click. She desperately turned the knob again and again, praying for it to light up.

The flame came to life illuminating the mannequin whose front hooves now stood raised over her. The legs came down, striking her body.

Fluttershy wanted to let out a scream, but the handle of the lantern in her mouth just caused her to bite down. The hooves of the mannequin scratched against her skin as it dragged its hooves. Pain soared through Fluttershy's mind as she winced her eyes shut, biting down onto the lantern so hard she began to bleed a little, tears rolling down her eyes as she couldn't stop her attacker.

"I need you to be strong right now, alright?"

Her eyes shot open as she whipped her head around to look back at the mannequin, it raising its hooves once more to come down hard on her. With all of her strength Fluttershy swirled her body around before kicking the mannequin with her hind legs.

The mannequin stumbled a tiny bit, forcing itself to put its hooves back on the ground.

Fluttershy internally cursed herself for being so weak, but was able to get back to her hooves. She turned and began to run again, escaping from the tormenting creature. She felt like her lungs were burning, each hoofstep seemed to only intensify the pain in her chest, but she had to keep going.

She rounded another corner, seeing another split before her. The buzz of the music box returning. She swiftly moved her head back and forth, seeing the mannequin trying to head for her, trying to attack her. She wouldn't let it this time. She turned down the left path and ran away from it, galloping with all of her might.

She looked up ahead of her and saw an opening. She rushed forward, putting all of her might for this one point of escape. She jumped out of the water, landing on dry land as she reached out for the door and opened it, escaping behind it before shutting it.

Fluttershy panted heavily, leaning against the cool steel door. She felt like her chest was on fire, burning from behind tossed around and slammed. She could feel blood trickling down the side of her from where the creature had cut into her, as she felt where she had been hit slowly starting to swell.

She could only let out gasping groans and pants of pain as she tried to breath, her lungs feeling like they might burst with each breathe of air.

There were monsters, just as Pinkie Pie had said there were. Her music box had warned her of the danger of the creatures too. But when she had been struck, she couldn't find the strength to stand up, she had been willing to lay there and take it. She would've let that mannequin do whatever it had intended to do to her…

But a voice struck out in her mind. It was Rainbow's voice.

She had told her to be strong.

Fluttershy put the lantern down for a moment, wiping the blood from her mouth with her wet hoof. She was soaked; the water had drenched her completely. She needed to dry off and she needed to put something on her wounds. She looked at the room she had just entered.

It was a room similar to one she had fallen into, only this time there was a ladder in the middle of it, leading up into a hole above with a faint light shining down from it.

Fluttershy adjusted her aching jaw, gently spitting out some blood that had been pooling in it. She then gingerly picked up the lantern and turned it off, placing it back in the bag. She rubbed her jaw gently.

'I…need a better way to get light…' She thought to herself for a moment, she couldn't keep holding the lantern with her mouth if she was going to keep biting down on it.

Fluttershy slowly walked over to the ladder, beginning to climb up it one hoof at a time.

The ladder seemed to stretch far into the hole. Fluttershy could barely see the top of the ladder, though she could still see it. A faint light was shining down the hole illuminating her path. The water in her mane and coat felt like it was holding her down, but it was slowly dripping off of her body.

With a few final grunts she managed to pull herself to the top of the ladder, pulling herself to the wooden floor and let herself lay on it, panting as she breathed. Her eyes felt a little heavy, but she couldn't let herself lose consciousness yet, not till she at least tended to her wounds.

She was in a house, she couldn't tell whose house it was, but it must've been a house in Ponyville. It was small but it was cozy. She grunted as she slowly got to her feet, moving to where she could see a bathroom in the house.

She pulled two towels that were hanging on the wall and placed them against her body. She winced as the cotton landed on the scratches on her back, but bore the pain for the moment. She rubbed the towels against her hair and coat, getting as much water as she could off of her.

Once she felt she was dry enough she looked at her wounds in the mirror. The scratches on her back were deeper than she had thought, but weren't too serious. What worried her more was the deep blue marks that had appeared on the side of her chest from where she had been kicked. Her teeth were a little red as well, but it only seemed to be minor bleeding, it'd stop on its own.

She looked through the bathroom drawers and found a bottle of antiseptic and a few bandages. With very careful hooves she cleaned her wounds, grimacing and gritting her teeth as the alcohol burned. Once it was cleaned she carefully placed the bandages against the wounds, and wrapped it a few times around her body. A few tears escaped her eyes as she grimaced in pain, but she had to make sure the bandages were on securely.

She panted once the whole procedure was over. She wobbly stood on her hooves and inspected the bandages. They'd do for now, but she needed a serious medical evaluation once she could find a doctor.

Her eyes grew heavy as she slowly wandered out of the bathroom. She couldn't go outside like this. If she was attacked she wouldn't have the strength to run away.

Fluttershy wandered to the nearby couch and gently slid her bag off, placing it next to the couch, before getting on top of it and curling up.

'Rainbow Dash…Pinkie Pie…where are you two…' Fluttershy thought as she began to close her eyes, a few more tears escaping, 'Please…I need you two with me…'

"I need you to be strong right now, alright?"

Fluttershy by up1ter-d4r1uuo

"…A-Alright…I…I promise I will be…" Fluttershy said, holding back her lonely sobs. She had to be strong, she told Dash that she would be.

Fluttershy slowly, but surely, fell asleep.

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