Something strange is going on in Ponyville. The other elements of harmony have all fallen into a deep slumber, trapped in Nightmares without end. Private and Twilight seek Luna to aid them, but find that she too is trapped in a Nightmare. Locked in a dark slumber. It's up to Private and Twilight to seek out the Bat Pony king Tenebros, an old flame of Luna, who is the only other pony with the knowledge to enter the dream realm. But just what dark secrets lie in the dreams and nightmares of their friends, just waiting for more victims to come to play?