An amnesiac gray colt named Gray Moon appears in Ponyville and is helped by Fluttershy and Twilight Sparkle while being plagued by nightmares of a pursuing malignant horned shadow. Seeking to help ease his distress with a projection spell, Twilight uncovers the distant memory a proto-Ponyville settlement ravaged by a former associate of Princess Celestia. Not long afterwards, a mysterious blackgray alicorn attacks Canterlot and attempts to assassinate the Princess and others, saying he is "Zero Wing" and declaring himself to be the savior of a meaningless existence. As the story progresses, Twilight and Fluttershy attempt to aid Gray Moon in finding out the truth of the memory, all before Zero Wing makes one more attempt at erasing the world from existence.

This tale is written as a gift for a good friend who is a fan of MLP. And it is dedicated to him and all other friends and associates who are as well.