The Night of The Sandmare's Nightmare

by Cpt. J. Applebee

Rating: everyone
Tags: Main 6, Princess Luna, Original Character, My Little Pony: Friendship is Magic, Dark, Spike, Cutie Mark Crusaders, Adventure
Length: 5883

The ponies of Ponyville are being haunted by strange, unrelenting nightmares. Some are falling asleep to never wake again. Can Twilight and her friends figure out what's going on in time to save everyone from their own worst nightmares?

The ponies of Ponyville are being haunted by strange, unrelenting nightmares. Some are falling asleep to never wake again. Can Twilight and her friends figure out what's going on in time to save everyone from their own worst nightmares?

My attempt at a pony horror story. My hope is to make it very scary, without making it too graphic or too gory. It takes place somewhere between late season two to before season three.

This is my first fan fiction to be written in chapters. The first chapter took me a long time to finish so the others may turn out to be very slow when it comes to being released. Sorry if this turns out to be the case.

Published 2014-11-02 10:30:03 UTC
Last updated 2014-11-02 10:30:03 UTC

Chapter 1: Fluttershy

Ever since Fluttershy had first moved to Ponyville, she had known the Everfree forrest was a place to avoid at all costs. She didn't even like to think about it. The idea of it sitting on the edge of town, calling out to lure the curious to their likely gruesome fates, shook her to her very core. Fluttershy wasn't often a brave pony. She had come to accept that she would never be as daring or cavelier as her friend Rainbow Dash, and even that most of her regular fears were, more often than not, irrational. However, when it came to the Everfree, she knew some where deep inside, somewhere primal and instinctual, that her trepidation had more to it than simple superstition and an overactive imagination.

So then, how was it, that at this very moment in time, she found herself standing, deep within its thick brush and shadows in the middle of the night, all by her lonesome? She couldn't remember. Her head felt as though it was in a fog. Maybe this was because she was panicking. She just couldn't concentrate on those little details at the moment as her eyes darted back and forth trying to decipher which way would get her out of here. Looking for some familiar clue to point her to the warmth and comfort of her cottage. She would have to sort out the rest later. Celestia only knew what was lurking out in the darkness around her, right?

Fluttershy winced and her heart leapt into her throat as a sudden gust of wind crept up along her back, ruffeling her yellow feathers and whirling her pink mane. As if it were a tap on her shoulder inviting her, she felt compelled to turn and look back. Nothing. Just the same spooky trees and the same creepy bushes. The same blackness that the moon light seemed to have no luck piercing. Nothing was different, but somehow she felt that it was. Some thing was out there in the darkness, watching her. Fluttershy squinted her eyes trying to make out what it might be.

It was hard to see, infact if Fluttershy wasn't so afraid and tense, she might not have payed it any mind at all, but when a shadow in the shadows started to move the nervous pony decided it was time to leave. Her direction being the exact opposite of the moving, slinking dark. She turned and took off full gallop through the woods trying to follow a trail of moonlight breaking through the thick canopy of the Everfree.

Her hooves raced almost as fast as her heart did and she was hyperventalating with burning lungs long before she finally stopped. She wasn't sure how long or far she had run, but it had felt like a marathon. Her legs shook weakly and ached with exhaustion, yet she wasn't home free yet. She had come across a small grove uncovered by the webbing of branches and leaves. The moon was shining down on her and twinkling stars littered the night sky, shining like rare jewels. An unreachable and ever inviting safe haven.

The yellow mare was brought out of her moment of restful star gazing as her ears twitched being alerted to the sound of rustling grass behind her. Her heart sank. She didn't want to turn to see whatever it was that approached behind her, but as the rustling got louder and a strange sharp pain crawled into the back of her mind, she couldn't stop herself.

Standing only a few feet out from under the shade of the trees, stood a tall slender colt. He, no, it strangely wore a black suit that fit snuggly around it's incredibly long skinny legs and frame. It had no fur, no mane, and worst of all, no face. It had a head, but it was a fleshy blank slate that's only shape was molded by the bones that must be underneathe. The very sight of it was more than enough to make Fluttershy even more uneasy than she already was. The pain in her head became more intense the longer her eyes stayed fixated on the statue-esque nightmare. Her stomach knotted and the hairs of her mane started to stand up. Panic had turned into terror with a dash of nausea.

What in Celestia's name was it? She had never laid her eyes on anything like it. Nothing had ever filled her with as much dread and yet captivated her to stand in it's presense like this before. It was like she was under some kind of horrible spell. However, that binding power was suddenly broken as it placed a hoof forward finally resuming it's approach, and just as it did lightning cracked and thunder boomed in what was moments before a clear sky. In the flash of light Fluttershy saw gnarled twisted faces in the trees. They were mouthing something to her that she couldn't quite make out. When the clap of thunder followed half a second later, she heard loud and clear, "RUN!"

And she did. Even faster than before, despite her tired, sore muscles and weary bones and the cold rain slicking the dirt into mud. Despite her lungs feeling like they were full of glass, she galloped back into the darkness of the Everfree. 'But to where?' she wondered. "Why is this happening? Rainbow Dash! Twilight! Apple Jack! Some pony help me!" She choked back tears as she ran.

She had been in the Everfree forrest before on a handful of occasions. However, Nightmare Moon and her dark magic, the dreaded cockatrice, even Zecora, before they got to know her, hadn't prepared her for this.

Wait.

"Zecora!" she exclaimed with hopeful exhasperation. "She can help me. If anypony can it's her. Now if I can just get to her hut," she determined and sped up her run. Her eyes frantically combed her surroundings as they whipped past her, looking for the familiar glow of Zecora's home. The windows always pouring out the enchanting light of the fire under her cauldron and her foriegn lanterns. The strange masks and trinkets of her native lands. The smell of herbs freshly gathered and potions brewing. She tried hard to visualize her glimmering hope. Pushing out the shadows, the forrest, the freezing rain, and ofcoarse the slender pony.

Suddenly, Fluttershy wasn't imagining it anymore. Zecora's home was there, straight ahead of her, as if called by her very imagination, and Fluttershy had never been more happy to see it. She skidded to a sudden stop in the mud, barely avoiding smashing right into the door. The frightened mare pounded on the door with her hooves frantically calling out, "Zecora! Zecora please open up! It's Fluttershy. Please, I need your help!"

She glanced back hesitantly, eyes scanning the forrest for her pursuer. He wasn't there, or rather she didn't see him. Fluttershy knew he wasn't gone though. She knew he was lurking somewhere out there watching her somehow even though it had no eyes. She resumed her assault on the Zebra's door, "Hello? Zecora, please open up! Don't leave me out here. He's coming!" She looked once more. The slender pony was no where in sight. Her mane and fur were soaked through by the ice cold rain. Her heart was still pounding at her ribcage trying to break free of it's boney prison. Fluttershy swallowed hard and turned from the door raising her back legs getting ready to buck the door open with a powerful kick.

However, just as she was about to kick her hooves out, the door creaked open and the light of a fire under a pot flooded all around her and out into the forrest. Fluttershy dropped back onto all four hooves and started to turn, "Oh Zecora, thank goodness. Please, I need your help. I'm so frightened. Something is following. . .me?" She cut herself off as she saw the door open to Zecora's home, but no Zecora. "Zecora?" she weakly asked into the hut. No reply. Fluttershy hesitantly stuck her head inside and peeked around.

Everything was normal. Normal for the zebra anyways. Everything looked like it was in it's place. Lanterns burned and so did the fire. Maybe Zecora was just in the other room, Fluttershy pondered and stepped inside. She looked all around the room as she called out, "Hello? Zecora? Are you here?"

"Eeep!" Fluttershy jumped out of her skin as another loud thunder clap boomed from outside. She looked back to the door she'd carelessly left open, and there he was. Shivers went up and down her spine and she backed away shrinking into a corner. The pain in her mind reappeared with a fierce second act and the knots in her stomach pushed themselves into her throat.

The slender pony stood there in the door way. Staring with it's blank slate of a face. It's mere presense seemed to dampen the atmosphere of the hut and the lights dimmed a little and flickered as if the flames were fighting to stay alight. The storm outside was getting stronger. Rain pelted the windows making the whole hut shake and rattle. The masks on Zecora's walls swung side to side and Fluttershy could swear they were laughing at her. It was hard to tell. The sound of the storm and the pain in her head were deafening. The slender pony stared.

"What do you want from me!?!" Fluttershy cried out hoarsing her own voice with the sheer volume behind it, "What do you want!?!"

The slender pony stared. The lights went out.

"What do you want?!" Fluttershy screamed out as she hurled herself upright in her bed. Her eyes shot open and she immediately regretted this, closing them tight again to shield them from the morning light flooding into her bedroom. After several long moments of catching her breath and waiting for her heart to slow back down, she finally opened them again to find Angel staring up at her from the edge of the bed. He looked both startled and somewhat annoyed. She must have woke him up too.

Slowly glancing around her room revealed several small woodland creatures poking their heads out of the nooks and crannies, birdhouses, and small beds that littered the room. They all shared that startled look, and Fluttershy shrunk into her blanket blushing embarassed. "Sorry," she managed, but it was barely above a whisper. She looked down at her hooves. They were trembling. Her coat was glistening with a cold sweat she must have worked up in her sleep. "Sorry my little friends," she repeated to find her voice shakey and more unconfident than ever.

Angel was suddenly sitting right in front of her hooves, looking up into her eyes. His previous annoyance was washed away with genuine concern as he saw his Fluttershy in this rattled state. Fluttershy forced a smile and pet him on the head. She knew he could be a troublesome and defiant bunny when he wanted to, which was very often, but he was a real sweety at heart. They both shared a powerful bond that she had never made with any of the other animals she had cared for over the years, and that was really saying something. He was as important to her as any of her pony friends.

"I'm okay," she whispered wiping a few tears from her eyes. "Thank you." Now her bed was a gathering place of worried squirrels and humming birds, concerned butterflies and doting beavers. They all gathered around her, and she smiled once more but genuinely this time as she felt her nightmare melt away from her mind. "Thank you all so much. I'm okay now. I promise."

The rest of the morning moved right along without a hitch. Fluttershy went about her daily routine. Making various breakfast dishes for her many roommates. Bowls of berries and fruit for the bears and bats, foliage salads for the turtles, cheese for the mice and rats, and generous helpings of bird seed for the, well, it's not hard to guess that. After several attempts, Fluttershy finally got Angel to settle for a peice of carrot cake. She sang what she felt was a rather catchy number with the birds for a spell and skipped with the bunnies. "To promote good cardio. Little bunnies need their exercise," she would say to Rainbow Dash if she ever asked, but truthfully Fluttershy was usually winded long before the rabbits.

Before she realized, it was already high noon. "My goodness, Rarity, I almost forgot!" she exclaimed. She planted a hoof against her face shaking her head in dissappointment. How could she forget about their weekly visit to the spa? It had become somewhat of a long standing tradition between the two friends. "I better hurry if I want to be on time." Fluttershy hurried about her cottage making sure all her animal friends were comfortable and safe before she headed out the door and trotted off into Ponyville.

There was a warm breeze dancing through the trees and across the grass, twirling the hairs in her mane as it passed by. The sun was vibrant and wrapped everything in it's nurturing rays on this cloudless day, doubtlessly the result of the hard work of Rainbow Dash. The day was ever inviting for Fluttershy as she followed the soft dirt road to town. A profound contrast to the dream that had tormented her all through the night. She hadn't even thought about it all day. It was one of the reasons she had never thought of leaving Ponyville. Everything about this village found a way to comfort her. It wasn't just her friends. This place was a good place to be.

For a moment, she stopped and took a deep breath of the invigorating spring air. She looked around to take in the moment. Smiling at the sun and clear sky. The unorganized yet alluring rainbow of wild flowers growing in the swaying tall grass that reminded her of a beautiful mane. The humble trees with bountiful green leaves, budding fruits, and plenty of notches and branches for chipper birds and playful squirrels to call their home.

A slender faceless pony.

Fluttershy shook her head and looked again. There was nothing there. Only the shade of a tall old tree with twisting branches and ambitious roots invading the space of it's nieghboring bushes. Her heart slowed down once more and she resumed her trot to town whispering to herself, "It was only a dream Fluttershy." Still, she couldn't help but peak back over her shoulder one more time.

"Fluttershy! There you are!" Rarity exclaimed in delight that masked a hint of worry. "I was beginning to think you weren't coming. That maybe something had happened to you deary." The unicorn hugged Fluttershy tightly.

"I'm sorry Rarity. I'm alright, I guess I just lost track of time taking care of the animals," the yellow pegasi explained. "You're not mad are you?"

"No darling, not in the least," Rarity reassured. "I could never be mad with you. Now shall we treat ourselves?" Nudging one of Fluttershy's wings, she gestured towards the door into the spa and grinned one of her fabulous and infectious grins that her shy friend couldn't help but return.

"Let's," Fluttershy answered with a nod. Rarity gave a little squeal of excitement and opened the door holding it open for the pegasi, who, after another quick glance over her shoulder, entered.

The spa was relaxing and Rarity's company was always welcome, but even as the two ponies were treated to their "Usual" day of pampering and cleansing, Fluttershy just couldn't let herself unwind. Rarity usually did most, if not all, the talking at these little get togethers, and luckily today was no different. The fashionista was going on in great detail about a new order she was trying to fill at her boutique. Some moderately wealthy pony had ordered a rather rediculous amount of one of her new dress designs for some upscale party that neither of them would likely be invited to.

Fluttershy was trying her hardest to pay attention. She really was. She always cared about what her friends had to say and tried to remember every little word. Today, despite the fine morning, was quickly making itself out to be a very different kind of day, however. She glanced out the window more than a few times. Her dream crawling back into her mind again and again despite how she tried to push it out. When Aloe had tried to put the cucumber slices over her eyes, Fluttershy had to kindly decline. She couldn't stand the thought of not being able to see her surroundings for even a moment, for some reason.

It was just a dream right? So why did it bother her this much?

"Fluttershy? Are you feeling alright dear?" Rarity asked her head tilted slightly to the side enough that she could look right at Fluttershy and show her concern but without unraveling the towel on her head drying her wet mane.

"Huh?" Fluttershy asked slowly coming out of her thoughts, "I'm . . . I'm okay. Sorry."

"No need to apologize Fluttershy," Rarity assured with a gentle smile. She reached out and touched her hoof to Fluttershy's shoulder. "Just. . .tell me what's the matter?"

"It's nothing," the pegasus insisted, but she could tell her friend wasn't convinced. She looked down at the floor and sighed, "I just. . .I had a strange dream last night. It was frightening and I just haven't been able to shake it from my mind. I'm sorry. I didn't mean to ruin our day together. I don't know what's wrong with. . ." Rarity cut her off with a tight affectionate hug.

"Nothing is wrong with you Fluttershy, and you haven't ruined anything. Would you like to talk about it?" Rarity's violet eyes locked with Fluttershy's for a moment as she pulled back onto her own seat.

Fluttershy broke this gaze and looked back down at her hooves smiling faintly and shaking her head, "No. It's okay. I mean, it was just a dream after all right?" She looked back at the unicorn forcing a giggle, who returned her own slightly uneasy laugh and nod. "Thank you though, Rarity. You're a really good friend."

"Think nothing of it darling. Now then let's both relax and enjoy the rest of our day together shall we?"

Fluttershy nodded, and for the rest of her stay at the spa, she did.

Afterwards, the girls bid each other adieu and went their separate ways. Rarity hurried off back to work on filling her order, while Fluttershy found herself at the library, knocking politely on Twilight's door and waiting in her quiet patience. The sun was already hurrying to meet with the horizon. The breeze was still warm, but not as warm as before. It was strangely quiet on Twilight's door step. Not ominous but not exactly peaceful either.

Just when Fluttershy was about to knock again the door was washed in a purple mist and pulled open to reveal Twilight Sparkle, her horn also bathed in the magical haze. "Oh, hey Fluttershy. I didn't expect you today, what's up?" The purple unicorn asked with a warm smile.

"Is now a bad time Twilight? May I come in?" Fluttershy asked nervously glancing around and past her friend to the books stacked on the shelves.

"Not at all. Come in. Is everything okay?" Twilight asked stepping out of the way to let her friend in. She watched as Fluttershy passed with only a quiet "thanks" and closed the door behind her.

Fluttershy paused as she came into the main hall of the library and spotted off in the corner three little fillies giggling and whispering to themselves over a small pile of open books. Applebloom and her friends Sweetie bell and Scootaloo, the Cutie Mark Crusaders, as they liked to call themselves. What were they up to now? Probably another crazy scheme to get their cutie marks. She watched them a moment longer, but then turned to face Twilight when she poked her back with her hoof.

"What's going on Fluttershy?" Twilight was picking up on her mood much quicker than Rarity had, or maybe she just wasn't hiding it as well.

"I was umm hoping we could talk. . .privately?" Fluttershy whispered glancing over her shoulder at the fillies.

"Hmm? Sure. Let's go in the kitchen,"Twi said turning towards the hall. "Girls? Girls?"

They all poked their heads up from their pile of literature, but only Sweetie Bell answered, "Yes Twilight?"

"I'm going in the other room. If you girls leave, please pick up those books okay? And don't check out anything without telling me. I don't want to send poor Spike on another wild goose chase because you forgot procedure."

"Yes maam!!" All three rang in unison.

Twilight rolled her eyes clearly not buying their so called compliance, but she had Fluttershy to attend to. She turned back to her friend and smiled, "Come on. I'll make us some tea."

Twilight's kitchen was very small. Originially there hadn't been one at all, but, with Applejack's help, she had carved several little renovations into the old tree. Despite Twi's need to organize everything, the counter and cubbards were cluttered and packed. While her friend rifled through one particularly messy shelf, Fluttershy found a seat at a small dining table stuffed into a corner next to a tiny window.

"Sorry Spike usually handles the kitchen. I'm not exactly the best cook," Twilight confessed with various ingredients and cutlery floating around her head.

Fluttershy smirked amused, "That's alright Twilight. You don't have to. . ."

"Aha! Told you I'd find it!" Twilight exclaimed with a little box of tea bags in her hooves, "Well, okay I didn't tell you, but I thought it." She giggled then blushed as her concentration almost broke and dropped everything on the floor.

"I didn't doubt you for a minute," Fluttershy added as Twilight carefully put everything back and started the kettle on the stove.

"Thanks. Now, what was it you wanted to talk about?" Twilight asked as she took a seat opposite Fluttershy.

For a moment, Fluttershy hesitated. She had, for a moment, forgotten why she had even come, but now it was flooding back into her mind. She sighed and took a deep breath summoning her courage, "I wanted to talk to you about dreams."

"Dreams?" Twilght tilted her head to the side confused.

"Well, yeah. More specifically nightmares," Fluttershy stammered. She was trembling the more she thought about it and having to tell Twilight.

Seeing this Twi reached out and touched her hoof. "Fluttershy what's going on?"

Fluttershy sighed again and nodded, "Okay. The thing is. . .For the last few weeks I've been having nightmares. A lot of them. No, that's not right. I've been having the same nightmare. Again and again. It's terrifying, and it really bothers me. It's all I can think about sometimes. I can't sleep. I know it's just a dream but. . ."

"But what Fluttershy?" Twilight pressed. Her friend was coming undone in front of her in a way she'd never seen before, and it was genuinely frightening.

". . .I'm scared Twilight," Fluttershy confessed. Her eyes were welling up and her breath was stuttering.

"Fluttershy. . ."

"I know, I know, it's stupid. I'm just a big scaredy cat Twilight. I jump at shadows and run away from almost any confrontation. I can't help it, but this. . .," Fluttershy stammered and reeled in her wild gesturing hooves, "this is different. . .Twilight, I don't want to be scared of sleeping. Of nothing but my own imagination or whatever this is."

Twilight hugged her rattled friend. "Oh Fluttershy. It'll be okay. I promise." Suddenly a loud whistle cut through the tiny room startling both of the mares. They both looked to see the tea kettle shooting off some steam, then back at eachother. They giggled a little and Twilight got up to pour the tea. She had never seen Fluttershy this upset before. Worse was that she didn't even know what to tell her.

She set the cups down on the table with her magic then taking a seat Twilight carefully asked, "Fluttershy, I'm glad you came to me with this and I want to help, but. . .what did you want me to do? How can I help you?"

Fluttershy looked down at her tea and brushed her hair from her eyes, "I don't know Twilight. I thought. . .I don't know what I thought. Maybe you'd read about it in one of your books or knew a spell to help me not dream at all. Anything."

Twilight pondered quietly for a moment sipping her tea careful not to burn her mouth with too much. "hmm, I think I may have a book on psychology that might help."

"Psychology?" Fluttershy asked hesitantly, "Are you saying you think I'm going crazy Twilight?"

"No! No, I'm sorry I didn't mean to insinuate something like that. However, many ponies believe dreams are more than just our imaginations running wild while we sleep. Sometimes they are the products of our subconscious trying to work through stress or unresolved feelings." Twilight paused seeing the uncertainty in her friend's eyes. "Is there anything troubling you lately?"

"Besides these nightmares, I can't think of anything. Sorry," Fluttershy stared down at her own tired reflection in her cup of tea. She took up the cup in her hoof and took a sip of the hot soothing drink, then another, and then another. It wasn't the best but to Fluttershy it didn't matter. It was a welcome distraction from the conversation at hand.

"It's alright Fluttershy," Twilight reassured. "Perhaps there is a theme to these bad dreams? You said it's a recurring dream. What happens in it?"

Fluttershy paused not wanting to remember, but she knew if Twilight was going to have any chance of helping her she would have to. "The slender pony," she muttered almost absent mindedly.

"I'm sorry?" Twilight asked raising and eyebrow.

"In my dream, it's always there."

"It?"

"A tall slender pony in a black suit. It follows me, silently staring even though it doesn't have any eyes. . .or a face," Fluttershy swallowed back the fear in her trembling voice as the image of the slender pony that was burned into her mind once again had a huge spotlight shinng right on it.

Twilight was speechless for a moment. The idea was unsettling, but the way Fluttershy seemed neglectful of details made it that much more ominous. "What does it want from you? This faceless pony."

"I don't know!" Fluttershy exclaimed with a sudden burst of volume very uncharacteristic for her. "It just follows me and stares at me. No matter how far I run it's still right there. No matter how many times I ask what it wants it never answers. It just stands there seeming to poison and twist the world around it simply by being there." Fluttershy was ranting now and she pulled herself back into a state of quiet reservation. She looked down and hid half her face behind her pink mane.

Before her quiet friend could apologize one more time, Twilight got up and came around the table to give her another hug. "Come, let's go see if we can find that book. There is another book as well on helpful habits to help you sleep more soundly, as well. Maybe, one of them will hold a solution to this problem." She pulled back smiling warmly at Fluttershy who returned the smile a little.

Together they headed back into the main hall of the library. The cutie mark crusaders had gone and on the table that sat in the center of the room there lie a note. Twilight picked it up and started reading, "Dear Twilight, we borrowed the Compendium of Folklore Bestiary. Bring it back real soon. Apple Bloom." She rolled her eyes and sighed putting the note down. "I guess that's the most I can ask for with those three."

Fluttershy giggled as Twilight started searching the shelves for the books she had mentioned. After several minutes of mostly silence, aside from Twilight's muttering to herself as she searched, she turned to Fluttershy with two books floating in her magical grasp. "Aha, here we are!" she exclaimed triumphantly then brought them over. "I hope these will help you Fluttershy, and. . .I'm sorry."

"Sorry, oh Twilight whatever for?" Fluttershy asked confused.

"I'm sorry I couldn't help you more when you clearly needed me to," Twilight confessed with a sigh, "It was obvious this is eating at you a lot and was probably very hard for you to talk about, even with me. I just wish I could have been more help to you, but I don't know how to be. It's true that there are magic spells that involve dream manipulation and sleep in general and I DO know how to perform several of them, but they are very tricky spells and it's very dangerous to play with a pony's mind like that. I could never risk you're safety like that, Fluttershy, and I'm sorry."

Fluttershy smiled and shook her head, "No, you've done more than enough Twilight. Honestly, I think maybe I just needed to talk about it. Thank you for everything, but I think I'll be heading home now. The animals must be getting restless and lonely without me by now. Thanks for the books, I'll take a look at them tonight." She hugged her friend one more time and headed for the door putting on a brave face for her friend.

"Oh, okay then. I hope they help, even if only a little. Take care Fluttershy," Twilight added, deciding not to mention the tea still warm and waiting in the other room.

The sun was already beneath the horizon as Fluttershy began her trip home, and what had started as a beautiful day was turning into a cold, dark night. The wind had picked up and the twilight was fading quickly, so she hurried on her way. Understandably, Fluttershy wasn't keen on the idea of still being out once it got truly dark.

Twilight's books were nestled under her wing and they gave her a small sense of relief. It wasn't much but at least she had something to try to vanquish her nightmares with. She couldn't wait to get home and start reading them. All snuggled up in a cozy chair next to the fire place with her animal friends there to keep her company, she just couldn't wait. The thought was very comforting and even coaxed a smile out of her. Remembering the song her and her bird friends had come up with this morning Fluttershy started humming as she trotted along the lonely dirt path to her cottage.

An orange tint faded off the clouds little by little turning red to purple and then darker and darker. The wind danced through the trees and rustled the tall grass in a way that made it look like the fields were trying to reach out and touch eachother. As if the dirt road had long ago separated these grassy twins and they still longed to be together once again. Fluttershy's song was so infectious that she didn't notice any of this as she trotted along with her eyes closed, just feeling the music in her heart and relying on her feet's memory to guide her home.

When she finally opened her eyes, she found herself, to her horror, on the edge of the Everfree. In her musical bliss she had almost waltzed right in and made her nightmare a little too close to real. "Oh. . .my," she swallowed back and stepped away, glancing about. Nothing except spooky trees and a dark night. Her pulse quickened when the wind howled and pushed on her back. "No!" she yelped and turned tail for home as fast as her hooves would carry her.

Finally, she made it home, rushing in the door and quickly locking it behind her. She hadn't seen anything strange on her way, but she needed the extra peace of mind, especially right now. For several long moments she stared at the door without blinking, until Angel, growing frustrated with a lack of immediate attention from her, threw a carrot at the back of her head. "Eeek!" Fluttershy found herself hanging from the chandelier before she even looked for what had actually hit her. When she spotted Angel tapping his little bunny foot and staring up at her impatiently, she blushed and flew down to him. "Heh, sorry Angel. I didn't see you there."

After making Angel a snack, Fluttershy found Twilight's books and snuggled up into her chair as planned and opened the psychology book. Breifly she skimmed through the table of contents, "Dreams, chapter six, page fifty-seven. . .nightmares page sixty-six," and flipped ahead to the chapter. "Nighmares, a source of confusion and anxiety for many ponies, are a strange and complicated topic of debate among. . ."

A chill crawled it's way up Fluttershy's spine, like a poisonous spider with it's eight eyes fixated on the hunt. She lost her place and for some reason her eyes could not find that first sentence no matter how much they looked. The words seemed to dance on the page and sentences twisted into others creating only chaotic nonsense. She put the book down and looked about the room. Her animal friends were no where to be seen, not even Angel. She was alone. Where had they gone? How long had she been all by herself? It couldn't have been more than a couple of seconds right? She rubbed her eyes as if she had sand in them and looked around again.

A tap on the glass of her window called her attention suddenly, and when she looked her heart stopped. A slender faceless pony. She fell out of her chair and sent it to the floor with her. The hair of her mane stood on end and her knees trembled. "No! No, you're not real!" The roaring fire place went out as if it were a birthday candle, startling Fluttershy. When she looked back to the window the slender pony was gone, but now her door despite being bolted shut was slowly creeping open. The creaking of the door echoed through her home like a scream in slow motion, and every inch it crept open the darker the room became until finally the only light was an ominous moonlight glow that silhouetted the slender faceless pony in her doorway.

"Leave me alone! Please just go away!" Fluttershy begged as she cowered on the floor in a state of catatonic fear. Tears rolled down her eyes, "Please leave me alone!" But the slender faceless pony only stood there and stared blocking her only way out of the dark. "What do you want from me!?"

The slender pony stared.

"What do you want!?!"

Author's Note

Just because slendermane makes an appearance in this chapter, please know that doesn't mean this is a slendermane story.