Nightmares are horrible things, and yet, every pony has one. They come without warning, worming into the minds of ponies, plaguing them with horrible thoughts where they will do almost anything to fight them off. However, there is one time where a pony's defenses are lowered when they prowl: when ponies sleep.

After five long years of living in Cloudsdale, Scootaloo has finally achieved her goal most ponies can only dream of: becoming one of the Wonderbolts. Though through her excitement, she finds her happiness constantly being gnawed away by nightmares lurking in the edges of her mind.

Nightmares which eventually drive her back to Ponyville.

Returning back to Ponyville, she soon finds out that Ponyville now is completely different to the life she left off. While five years changed her as a pony, five years have also affected the life she had once lived in Ponyville. The only difference being the life in Ponyville has taken a turn for the worse.

Everypony has fears. Everypony must face them in their own way. But they must be faced, or the nightmares will continue…