It was sometime around midnight or so before Starlight Glimmer opened up her eyes. Things had been going rather well for her ever since she had finally been forgiven by the Princess of Friendship for her crimes. There were many around that day that gave her such enraged looks when she had managed to come back, it was amazing to think she would ever be accepted into anywhere ever again. Ever since then, she had been making lots of changes to her life, one of them being to sleep regularly.

Ever since she had first gotten the idea to start her little 'utopia', she had been having difficulty sleeping. She had a great many things to do to make absolute certain everything was running smoothly, and it didn't really help out her own sleeping habits as a result. Now that she had no real worries to be concerned with, sleeping should've been easier for her, but unfortunately, it wasn't the case.

Insomnia had managed to plague her thoughts and her very spirit for weeks, even after setting everything right again. What was it that was causing it though? Starlight soon sighed and stood up, thinking that she would simply need to splash some water onto her face and forget about this little debacle.

Curiously though, when she headed to her door, her horn didn't flare up in its magical aura, in spite of her willing it to.

"Must be from the lack of sleep" Starlight muttered as she then attempted to simply walk up to the knob and turn it the old fashioned way, but curiously then, it wouldn't budge. Starlight got a little concerned as she soon pulled on the door a little bit harder, thinking it had merely gotten stuck. However, try as she might, it still wouldn't budge so much as an inch. Starlight started to grow a little concerned about it now as she headed for the door leading outside, but of course, that one wasn't budging so much as an inch either.

Starlight knocked upon the door right away, thinking to herself that she could probably alert someone, anyone to try and help her out of this. Unfortunately, there didn't seem to be any response.

"Where do you think you're gonna go?"

....From outside the room that is.

Starlight's blood immediately turned to ice in her veins as she heard an unusual sounding voice coming from right behind her. She tried to flare her horn again, testing to see if she could just teleport out of the room, but that unfortunately didn't happen either. Slowly, carefully, she turned her head back around to try and see if she could figure out about the....thing that stood behind her. What she saw appeared to be a pony, but it seemed as though it were made of all fog, the haze being too murky to see properly as the inky blackness stared at her with brightly shining red-orange eyes.

"There's nowhere to run inside a bad dream" it said to her, its voice echoing and reverberated. Starlight's heartbeat positively hammered inside of her head as she started to breathe slightly harder, finding it more and more difficult to think properly as panic started to settle in. It took her a moment though to realize what it had said, something about this being a dream? Was that really it? Was she merely having a nightmare? Taking a sigh a relief, Starlight just focused on that simple thought, that she was merely dreaming up a bad situation and then attempted to give her hoof a little bite to try and wake herself up...But as she bit into herself, she then realized that she couldn't wake up as she opened her eyes again, seeing that same....thing staring back at her.

The panic immediately set into her as she started violently banging on the door, raising her voice to higher and higher levels as she screamed out for help.

"Help me! Somepony, please!" she screamed, the bizzarre pony soon giggling at her rather happily as she returned her gaze to it, finding an eerie looking smile come the miasma-like smoke making up its form.

"Don't be afraid now, I'm not gonna hurt you" it said to her, its grin growing until it reached to both sides of its smoky face. "I'm just gonna KILL YOU" it then said, making Starlight immediately widen her eyes in horror as it soon laughed at her again, the sinister chortles soon echoing throughout the entire room. "Let's find something you're afraid of, shall we?" it then stated as it merely waved a hoof around, altering Starlight's entire room until it showed off a colossal image, looking like something out of a movie theater.

Soon, the image morphed into the states of several clowns and other jokers all standing around in a still frame, smiling at Starlight as they stared directly into her very core.

"What about clowns? Do you fear clowns, with their painted faces and great, big smile? You just know they wanna harm you in some way or another!" it said, changing the way the clowns looked to make them all grin, each of them having razor-sharp teeth as the real monster started to laugh in a rather stereotypically evil fashion. It didn't take long before the background soon changed again, showing Starlight several sharp needles.

"Do you fear needles?" it then asked her, not giving her a moment to think before it showed a first-person perspective of someone falling over from on top of a cliff. "Or do you fear falling from great heights?" it then asked, taunting her very psyche as she struggled to back away from it further, a futile effort as she never managed to get anywhere from it. The next image shown was a series of lifeless dolls all moving their eyes about, following her every movement. "Do you fear dolls who move around on their own?" it then asked her, laughing manically as it seemed to be greatly enjoying itself. The next image that it showed her was a series of corpses all suddenly rising up out of the ground, each decayed body moaning out in a rather foul manner.

"Or maybe you fear the living dead? Corpses that have been reanimated to feast on your flesh!" it then exclaimed with a rather gleeful personality. It took a short moment to laugh once again before simply sighing, its breath rather simple as it just looked at her normally, not in the same psychotic manner as it had done before.

"Gosh, the possibilities are endless" it then said as it pondered its thoughts for just a moment, bringing a single hoof up to think, or perhaps compose itself, it was a little difficult for Starlight to tell. Of course, even then, considering how she was having difficulty doing so much as keeping her breathing stable, anything would be difficult right about now.

"We're gonna have a lot of fun in here!" it sang out rather demently. before looking Starlight dead in the eye from where it stood. "Yours is a very twisted mind to begin with, after all" it then added before laughing its maniacal fashion once again. Visions of everything Starlight had done managed to pass by, everything up to first learning how to rip some pony's cutie mark off of their flanks, up to her attempts to ruin all of Equestria by destroying history. She didn't have much time to ponder such thoughts though as it suddenly laughed once again before getting right up in her face, making a scream.

"Let's get to playing, shall we?" it then asked, Starlight backing away from it with tears in her eyes.

"No....No please, I beg of you!" Starlight cried out as it soon started to follow her, its eyes never once leaving her own gaze. She closed her eyes and started to focus on the fact that she had been dreaming again, doing everything in her power to try and force herself awake, but to o avail. When she next opened her eyes, the shadowy figure soon flashed its razor sharp fangs as its eyes glowed a bright yellow color.

"Let's play!" it declared before suddenly lunging at her, Starlight's own screams of terror becoming deafening in her ears before everything suddenly went white.

"-arlight! Starli-! Starlight!" said a familiar voice as Starlight opened up her eyes. Looking around, she saw Party Favor and the gang gathered around her bed, each of them having worried expressions upon their faces.

"...What...?" Starlight breathed as she felt her peace of mind slowly start to return.

"You were having one heck of a bad dream there, are you alright?" Party Favor asked once again, leaning up close to help dab the sweat off of her body as she tried to regulate her breathing once again.

"I....I don't know, it was all just....." Starlight said as she simply shook off the feeling, her friends all giving her a great, big hug from all around to help her get over it. It was only a bad dream, from the start to the finish of it. None of it was real, it was all simply within her head. That's it. She soon started breathing normally again as she hugged the others back, happy to know that she had truly earned their friendship.

Author's Note

I'm not too petty for writing this story, am I?