During one of Dusk's experiements with lucid dreaming, everything goes horribly wrong and she abandons the experiment. But unknown to Dusk, the remnants of that dream remain in her subconscious part of her mind. Now Dark Mist, a pony of darkness has escaped her bonds and is free to get her revenge on Equestria, she plans to cover Equestria in darkness forever. Now Dusk must find the other five ponies who can bear the elements and from the ashes bring out a new transformation capable of ending this threat once and for all.