Three months after the events of the first story, The town of Ponyville is still recovering. Twilight and her friends has been trying to get back to normal but something happens. A strange pony appears out of thin air and give a cryptic warning. Soon after he leaves, a mysterious portal appears at the edge of town and a group of ponies come out. From this point, the group is pull in to a battle between minds and are force to see things they never image.