Nightmares II: A Ponytropolis Halloween Special

by Pinkamena666

Rating: mature
Tags: Horror, Non-consensual, Violence, Sex, Twilight Sparkle, Anthro, Gore, My Little Pony: Friendship is Magic, Dark, Death, Alternate Universe, Tantabus, Princess Luna, Thriller, Original Character, Trixie
Length: 5434

Still trapped in the dream realm, Nightmare continues to try and find a way to break free... and Trixie may be the key...

Equestria Expanded Universe #5.5
Ponytropolis #5.5
2017 Nightmare Night Special

Fed up with trying to lure Twilight in her dreams, Nightmare tries something else; possessing one of Twilight's closest friends to get her to give herself over willingly. When Twilight refuses, Trixie must overcome her fears and Twilight must face Nightmare again if the blue mare is to be saved.

Published 2017-10-31 07:40:12 UTC
Last updated 2017-10-31 07:40:12 UTC

Nightmares II

The red, bat pony, serpent-tailed nightmare demon stood in front of a large cauldron, her arms crossed as she stared into the liquid. In it, she could see Twilight in her car, driving down the road. The naked red demon's eyes narrowed as she let out a low growl. She wore absolutely nothing since there was no one here but her.

"Damn you, Twilight..." she hissed, turning away from the cauldron. "I almost had you..."

Around her was nothing but blackness. Then, with a wave of her hand, a tower began to rise from the ground in front of her, a staircase spiraling up around the outside. The tower, itself, was about the size of a lighthouse. The red mare started mumbling to herself as she walked up the stairs, making her way to the top before she arrived at a door. Opening it, she stepped into her bedroom. It filled the entire top of the tower and had a bed in the middle. There was nothing else.

"I've been trapped in here for too long..." Nightmare growled as she crawled onto her bed. "I need to get out of here..." Laying on her back, she stared up at the ceiling. "But, how?" Crossing her legs, she slowly wiggled her toes in thought. "Huh..." She said suddenly, rolling over onto her stomach. "Maybe..." She reached out her right hand and made a circular motion in front of her, creating a purple vortex. "Let's take a look..." she cooed, waving her legs behind her as she peered into the vortex, seeing the Elementals' hotel. "Anyone still asleep?" She sang with a grin as the vortex swirled before showing a blue mare in bed. Her grin spreading, the vortex turned into a crystal ball, which she then grabbed and rolled onto her back, holding the sphere above her. "There you are..."

Lightning Dust stepped out of the shower and wrapped herself in a towel. Walking to the bathroom door, she opened it a crack to see Trixie still in bed.

"Oh, Trix..." she sighed. "Still in bed?" She asked with a chuckle as she went back to getting ready.

Trixie let out a yawn as she rolled over onto her side. "Mmm..." she cooed, pulling her pillow into a hug. "I love you, Lightning..." she cooed in her sleep.

She soon heard a light chuckle. "I love you, too..." a strange voice replied.

Trixie's eyes shot open and found herself holding a skeleton. Letting out a shriek, she threw the bones off the bed and backed herself off the other side. Hitting the floor with a thud, she rolled onto her back as the skeleton reached it's bony hand up and grabbed the edge of the bed.

"What the hell?!" Trixie yelled, crawling back from the bed. "What's going on?!"

The skeleton crawled across the bed, its bones creaking as Trixie stumbled to her feet.

"Fuck this!" She yelled, turning around and seeing nothing but darkness. "Um..."

Turning around again, the bedroom was gone. There was nothing but darkness. The only light seemed to be around Trixie, illuminating the area around her. Backing up, she looked around in horror, not knowing what was happening. Starting to hyperventilate, she whipped around and came face-to-face with a red bat pony. Letting out a scream, she stumbled backwards.

"Who the hell are you?!" The blue mare yelled,going wide-eyed.

"Name's Nightmare..." the bat pony cooed, stepping up to the frightened mare and grabbing her left arm. "And I'm glad you're here..."

"Wh-What are you?" Trixie stammered.

Nightmare smirked as she pushed Trixie backwards, making her fall onto a bed that wasn't there before. Nightmare then crawled on top of her and pinned her down by the wrists. "I am your new friend..." she cooed, leaning in and giving Trixie a kiss on the cheek.

"Wh-What are you doing?" The unicorn whimpered. "S-Stop..."

Nightmare chuckled and sat up. "Just let it happen, cutie..." she said as she gently gripped Trixie's breasts.

The blue mare let out a loud scream before punching Nightmare across the face, knocking her onto the floor with a thud. Trixie then scrambled off the table and took off running, tears in her eyes. Looking over her shoulder, she didn't see Nightmare or the bed. Turning to look ahead again, she found herself in a long, dark, hallway.

What the..." she gasped, turning around, noticing she was somewhere else. "If this is a dream, I wanna wake up!" She yelled before she took off running again.

Up ahead, the hall seemed to make a right turn. Not stopping to look behind her, Trixie sprinted around the corner before bumping into the red bat pony. Letting out a sharp gasp, she fell backwards...

...and fell off her bed, hitting the floor with a thud. Letting out a gasp, she sat up and looked around. She was back in her apartment. Stumbling to her feet, she darted her eyes all over, her heart racing. Suddenly, the bathroom door opened.

"Trix?" Asked a familiar voice, making her spin around.

"L... Lightning?" Trixie gasped, seeing her girlfriend, wrapped in a towel.

She then ran over to her and wrapped her arms around her, making the pegasus let out a surprised grunt.

"Um... You okay?" She asked, hugging the unicorn back.

Trixie shook her head. "I just... I just had a terrible nightmare..."

"Oh, it's okay..." Lighting cooed, rubbing the mare's back as she kissed her mate's neck. "I got you..." a grin spreading on her face.

Luna was sitting in the dining hall, about to take a forkful of spaghetti before she stopped. A weird feeling crept up the back of her neck as she stopped eating. Lowering her fork to her plate, she thought for a moment, trying to place where she felt this feeling before. Letting out a gasp, she quickly got up and left.

Twilight was stopped at a red light, tapping the wheel out of boredom. Soon, her tapping stopped when she felt a weird feeling. Tilting her head, she couldn't figure out what felt wrong. Thinking hard about what it could be, she was reminded of the last time she felt this feeling; pure fear. Eyes going wide, she quickly pulled a u-turn, making a couple passing cars slam on the breaks and honk their horns.

Lightning laid Trixie down on the bed and climbed atop her. "I'll make you feel better, sweetie..." she cooed, leaning in and gently kissing her neck.

Trixie closed her eyes and sighed happily, a warm smile on her face. "Mmm... That feels good..." she moaned, biting her lip.

The pegasus smiled and worked her way lower, gently gripping her left breast and wrapping her lips around her right nipple. The unicorn spread her legs a little and lightly gripped the sheets, a soft moan escaping her lips.

"Oh, that feels so good..." the blue mare moaned.

Lightning smiled and gripped the nipple with her teeth, gently tugging on it before letting it go, making the breast jiggle a little. Gripping both breasts, she stuck her face between them and licked around.

Luna made her way to the top floor where the strange feeling was strongest. Moving her way down the hall, she ran her hand over the doors. Suddenly, she felt a surge of energy and stopped, looking at the door her hand was on; Trixie and Lightning's room. Turning to face it, she reached for the doorknob and slowly turned it. Unlocked. Pushing it open, she slowly stepped inside.

"Lightning? Trixie?" She asked. "Are you--"

She was cut off when Trixie stepped out from behind the door and whacked her across the head with a lamp, knocking her out. Trixie stood above the fallen alicorn, dropping what was left of the lamp. The blue mare's eyes were black and her face, emotionless. Walking over to the fallen mare's legs, she reached down and grabbed her right ankle before dragging her towards the bathroom.

Twilight burst through the front doors of the hotel, taking a moment as she felt her fear increase slightly. Her heart rate increasing, she looked around the lobby before she saw a dark blue unicorn mare wearing a pair of running shoes, jeans, white T-shirt, and a dark blue jacket with her cutie mark on the back walk by.

"Star!" She exclaimed, quickly walking over to her.

The mare stopped suddenly and turned, clearly in a state of slight shock. "Oh... Hey, Twilight," she answered with a smile. "What are y--"

"No time," Twi said, cutting her off. "Where's Celestia?"

"Oh, well... Celestia went out for a jog, but Luna--"

"Luna, where is she?" Asked Twilight, cutting her off again.

"Sh-She went upstairs..."

Not giving her a second more, Twilight took off for the stairs.

"Is something wrong?!" Star called after her.

Opening the bathroom door, Trixie dragged Luna inside, where Lightning was sitting on the toilet, wrists tied behind her back and a gag in her mouth. The possessed mare dragged the alicorn over to the tub.

"Let's remove this horn, shall we?" Trixie asked, in a voice other than her own.

Hearing the different voice made Lightning squeal in fright. Eyeing her, Trixie dropped Luna so her head was on the edge of the tub.

"Oh, what's the matter?" Trixie cooed as she stepped up to the bound mare. "Aw, don't worry," she teased, leaning in and reaching a hand out as she gripped Lightning's chin. "I don't plan on hurting you or your little bitch I'm borrowing... I just want Twilight..." An evil grin then spread across her face. "And you better hope Twilight makes it easy for me if you ever wanna see your bitch again." She then leaned in and stuck out her foot-long tongue, slowly licking up Lightning's cheek.

Reaching the top floor, Twilight burst through the doors to Luna and Celestia's room.

"Luna?!" She called out, looking around the main room before running into the bedroom. Nothing. Letting out a grunt of annoyance, she ran back out into the hall. "Okay..." she said to herself, taking a moment as she focused on the fear again.

Looking down the hall towards Trixie's room, she noticed the door was open.

Trixie positioned Luna's head so her horn was over the tub while her cheek rested on the edge. Standing up, the blue mare lifted up her foot and placed it on Luna's horn. Grinning, she raised her foot again just as Twilight ran into the room.

"Trixie?" She gasped, seeing Luna and Lightning.

The blue unicorn looked over at her and Twilight could see her black eyes. Eyes going wide, she shot a ball of magic out of her hand and knocked Trixie into the tub. She then quickly ran over and pulled Luna out of the bathroom. When she stood up and turned around to go fetch Lightning, Trixie was standing right in front of her. Having no time to react, Trixie back-handed Twilight across the face, sending her flying into the couch.

"Nice to see you again, Twilight," the blue mare cooed.

Stumbling to her feet, Twi eyed her. "Nightmare? You're in there?"

"I'm temporarily using this body to get to you, Twilight," Nightmare cooed. "So, here's the deal. Give yourself up to me willingly, and I'll let your friend go."

Twi let out a growl and took a step forward.

"Hold on," Trixie said with a smirk, holding up a finger. "Hurt me, hurt your friend."

The purple mare stopped and glared at her, her hands clenching into fists. "You bitch..."

"Oh, no need for name calling," Nightmare said with a wide grin, showing off her sharp teeth. It seemed like she was getting more and more control over Trixie. "Just give yourself over to me and this... Trixie... goes free..."

Twilight suddenly saw Luna move, getting to her knees and rubbing her head. The unicorn then looked the possessed Trixie in the eyes. "Is that how it works?" Twi asked, taking a step forward. "We must willingly give ourselves to you? That's what you tried to do to me..." She then thought for a moment. "Only, you tricked me... Made me think I was making a different choice when really... if I had stepped through that door... I would've gave myself to you... willingly..."

Nightmare let out a chuckle. "Well, obviously it didn't work," she said, crossing her arms.

"Why do you want me, anyways," Twi asked, taking another step forward.

Trixie took a step forward as well. "Your magic," the mare cooed. "It passes to me when I take over your body... Your physical magic mixed with my psychic magic... would make me unstoppable..."

Luna looked over at them and bit her lip to keep from making audible groaning noises. She then slowly got to her feet and began creeping up behind Trixie.

Twilight stopped moving but Trixie took another step forward. "But, don't worry..." she cooed, stepping up to Twilight. "I'll keep your pets safe..."

Twi went wide-eyed. "How do you know about--"

"I'm in Trixie's head," the blue mare cooed, pointing to her head with both index fingers. "I can read her memories... like how she enjoyed getting fucked by that lovely cock of yours," she said, suddenly grabbing Twilight's crotch. "Mmm... I could think of a few ways I could use this..."

Twilight looked down and smiled before looking Trixie in the eyes again. "You know... it's such a shame..." she said, seeing Luna near Trixie.

The blue unicorn tilted her head in confusion. "What is?"

"That you're evil..." Twi explained. "Your real form is sooo hot... I would've enjoyed a little fun time with you..."

Trixie raised an eyebrow at this before letting out a gasp and whipping around. Luna had her horn lit up and was about to strike when Trixie grabbed her arm and threw her into Luna. The two let out a surprised yell of pain and collapsed to the floor with a thud.

"Fine!" Trixie roared. "If you wanna play hard-to-get... then I'll take this bitch instead! And kill all of you!"

Lightning Dust pulled her head from Trixie's crotch and licked her lips with an eerie smile. The blue unicorn lifted her head up and let out a gasp.

"Uh... Lightning?" the blue mare asked. "What's with that smile?"

The turquoise pegasus grinned before holding up a knife. Trixie let out a gasp and kicked her off the bed. Scrambling to her feet, she fled the room and ran out into the hallway.

Luna and Twilight sat up as the alicorn looked at the unicorn.

"We have to get to Trixie before Nightmare takes over completely," Luna said, sounding urgent.

Twilight looked at her and gave her a suspicious look. "How do you know so much about--"

"No time," Luna interrupted. "Now, I have the power to enter the Dream Realm. If I can get you inside Trixie's, you should be able to confront Nightmare."

"No!" Trixie yelled, firing a bolt of magic at them.

Luna pushed Twilight aside and then dove the other direction as the attack hit the wall.

"Do it, Luna!" Twilight yelled.

The alicorn was about to stand up when Trixie tackled her to the floor.

"I will not lose again!" The blue mare screamed.

Trixie ran down the stairs of the hotel, stopping when she arrived in the lobby. There were about a dozen dead mares and stallions laying in pools of blood. Standing in the center was Lightning Dust, licking her bloody knife.

"Mmm..." Dust cooed. "Tastes so good..." She then saw Trixie and smiled. "You should try some," she said as she began approaching the mare.

Letting out a shriek of fright, Trixie turned to run back up the stairs when she stopped suddenly. Standing at the top of the stairs was Surprise, grinning evilly at her.

"I didn't realize I made such an impression," Surprise cooed. "Everyone's so afraid of me," she teased in a baby voice.

Trixie screamed again and ran to the elevators, rapidly pressing the button. "Come on! Open!"

"Don't you wanna have fun with us?" Dust asked, making Trixie whip around.

Staring wide-eyed, she watched as Lightning and Surprise stood naked in the lobby, both totally drenched in blood. The white mare was licking some off Lightning's breasts, both letting out moans of pleasure. The ding from the elevator made Trixie jump in fright before she dove inside. Once in, the buttons to all the floor began bursting. All but the one for the basement. Not thinking twice, she pressed it and the doors closed. Backing up against the wall, she slid to the floor and began sobbing.

Luna threw Trixie off her before Twilight ran up and kicked her in the side. The blue mare hit the floor with a yelp. Walking up to her, Twilight knelt down and raised her fist. Rolling the mare onto her back, Twilight let out a gasp. Trixie's eyes were normal.

"Why are you hitting me, mistress?" Trixie whimpered in her normal voice.

Twilight hesitated as she stared at her, slowly lowering her fist. The blue mare suddenly grinned and kneed Twi in the stomach. Being caught off guard, Twi let out a grunt of pain before received a hard punch to the face. Collapsing to the floor, she held her face with a groan as Trixie stood up.

"Stupid Twilight..." Trixie cooed, her eyes black again. "You should know you cant hurt me without hurting Trixie..."

Twilight looked up and glared at her.

The elevator doors opened as Trixie got up and slowly made her way out. Looking down the basement hallway, she wiped tears from her eyes. She was about to start moving when she heard a familiar voice.

"Trixie?"

Turning around, she saw Twilight standing at the other end of the hall, a door behind her.

"T-Twilight?" She asked, sniffling as she began making her way toward her. "A-Am I glad to see you... I-I don't know what's happening..."

"It's alright, sweetie," the unicorn cooed. "Come here... I can help you be free of this nightmare..."

Trixie sniffled again and smiled, quickening her pace as she neared the purple mare. Due to her sudden change in speed, she stumbled and tripped. Letting out a grunt, she hit Twilight, who caught her and smiled.

"It's okay..." she cooed, wrapping her arms around her. "I got you..."

Luna got to her feet and lit her horn. "It's now or never..." she said, before running at Twi and Trixie.

Letting out a gasp, Trixie turned to face her, about to fire when Twilight swept her legs. The blue unicorn fell on her back just as Luna grabbed her head. She then quickly placed her hand on Twilight's, the purple mare's eyes going white.

Twilight broke her hug with Trixie and gave her a smile. "This door behind me will lead you away from all this. That's what you want, isn't it?"

Trixie nodded quickly and smiled. "Of course."

Nodding, Twilight stepped aside. "Then, enter."

Looking at the door, Trixie felt a sense of hope as she neared it, placing her hand on the doorknob. Suddenly, there was a flash of white as Twilight appeared in the hall near the elevator.

"The fuck?" She asked, before spotting Nightmare standing beside Trixie, who was about to open the door. "Trixie! No!"

Letting out a gasp, the blue mare whipped around. "Wh... What? Twilight?" She asked, confused as she became nervous again. "Wh-What's going on?!"

Letting out a growl, the fake Twilight shredded her disguise as she became Nightmare again. "Oh, you bitch..." she hissed.

"This ends here and now Nightmare," Twilight said sternly as she began walking towards the two.

"Come on, Twilight..." Nightmare said with a chuckle. "This my world. You have no power here."

"Wrong, bitch," Twi snapped back with a grin. "This isn't just your Nightmare Realm. It's Trixie's mind, too. And, she loves her mistress, don't you?" She asked, giving a light smile at the unicorn.

Trixie smiled widely and ran from Nightmare, running up to Twilight. "I'm so glad it's you..."

Twilight smiled a little more and put an arm around her. "She'll give me the strength to beat you."

Growling, Nightmare's wings shot from her back before she flew forward like a bullet.

"Trixie get high--" Twilight began before she was tackled to the floor.

"Wh-What?" Asked Trixie, backing up towards the elevator. "H-How does getting high help at all?"

Nightmare opened her mouth, revealing razor-sharp teeth as Twilight gripped her neck and kept her away. "Not that high!" Twi yelled, throwing Nightmare into the wall beside them. "Up high!"

"Oh!" Trixie gasped, running into the elevator. "B-But the buttons are busted!"

Nightmare lunged at Twilight again, but the unicorn grabbed her wrists and kicked her in the stomach. She then held her hand out towards the elevator.

"Help me, Trixie," she grunted, focusing hard as the button to the lobby fixed itself.

She was suddenly tackled to the floor and received a hard gut punch.

"Fucking bitch!" Nightmare yelled as Trixie pushed the button, the elevator doors closing as Trixie rode it up to the lobby. "Stop fucking with my world!"

She quickly stood up, grabbed Twilight by the arm and threw her down the hall. The unicorn was sent flying all the way down and slammed into the wall at the other end, making a deep hole.

"Fuck..." Twilight grunted, crawling from the hole and collapsing to the floor. It seemed like she could take a stronger beating in this world. Like Trixie wanted her to win. This thought made her smile as she got to her feet. "You can't win here Nightmare," she said as she began walking towards her. "Not when Trixie wants me to..."

Growling, Nightmare shot off like a bullet again, hands out in front of her in an attempt to grab Twilight. Instead, the purple mare stood her ground and shot her hands out, grabbing Nightmare's as the demon stopped suddenly. The force of the impact cracked the floor, ceiling, and walls.

"Even so..." Nightmare hissed. "I can still beat you..." she then tightened her grip on Twilight's hands before throwing her upwards.

Twilight let out grunts of pain as she crashed through the ceiling and then the lobby staircase, landing on the stairs with another grunt before rolling to the bottom. Trixie had made it to the top before stopping to look back.

"Twilight!" She gasped.

"Keep going!" Twi yelled back, waving her to go. "Just keep believing in me! And face your fears!"

Trixie gave her a smile and nodded before taking off up the next flight of stairs.

Trixie jumped to her feet, knocking Luna aside. "Damn you. I can already feel her slipping away..."

"You can't win," the alicorn said as she got to her feet.

Trixie looked over at Twilight and lit her horn up, raising her hand. Luna then kicked her in the side before firing a blast of black magic from her hand. The energy filled the room before vanishing. Trixie got up and looked around.

"What the hell was that?" She asked.

"That," Luna began, before grabbing Trixie by the arm and throwing her towards the bathroom. "is a magic dampening spell."

Trixie rolled onto her back as Luna went over to her. About to get up, she pinned her to the floor with her knee.

"Forgive me..." Luna whispered, a tear falling from her eye before she punched Trixie directly in the face.

Lightning let out a gasp and sniffled. Luna looked over at her and sighed, giving her a sad look. For now, the possessed Trixie seemed to be out.

Twilight slowly got to her feet and let out a groan as she stood up. As she did, Nightmare flew up through the hole in the floor and hovered in the air.

"You're really starting to piss me off..." she growled, diving at Twilight.

The unicorn waited till she was close enough before stepping to the side and grabbing her by the wing. She then whipped her around and flung her up the stairs. Tumbling through the air, she hit the wall as Twilight ran up the stairs after her. Not stopping, Twi continued running and tackled Nightmare through the door behind her. The two collapsed on the broken door with a thud.

Making her way up the stairs, one flight after another, Trixie came to a halt.

"Higher?" She asked, looking around as she noticed she was still in this weird dream world. "Higher, higher..." She then let out a gasp. "The roof!" She exclaimed, taking off down the hall.

Making her way down a side hall, she continued on towards the other half of the hotel where the stairs to the roof was. When she arrived at the other side of the hotel, she looked down the hall of rooms to where the door to the roof was. Standing there was a naked Lightning Dust and Surprise.

"Come to play, baby?" Lightning cooed darkly, both mares grinning evilly.

Trixie stared back, wide-eyed.

Twilight punched Nightmare a couple times in the face before being thrown off. Quickly recovering, Twilight got on all fours and shot a beam of magic at the demon. Nightmare blocked with her wing, deflecting it back at Twilight, causing her to fly back and crash through the wall, landing back out in the hallway. Stepping through the doorway, Nightmare walked over to Twilight.

"Oh, I'm gonna enjoy breaking you..." she cooed, before kicking Twilight in the side, making her roll on her back.

She then raised her hand up and clenched it into a fist. When she did, the carpet on the floor ripped and wrapped itself around Twilight's limbs.

Trixie's eyes shot open and she tried to sit up but let out a grunt when she was pulled back. Looking over her shoulder, she realized she was laying on the bed with her hands tied behind her back, which were then tied to the bed's headboard.

"The fuck?!" She exclaimed, pulling hard. "The fuck did you do?!"

"Magic dampening spell," Luna said as she watched her from her chair in the corner. Lightning was beside her.

Trixie looked over at them, eyes narrowing. "Y... You're sitting down?" She asked, confused. "You're not gonna attack?"

"No..." Luna answered. "I'm not hurting Trixie... and, if Twilight fails to save Trixie before the spell wears off... there is nothing I will be able to do..."

Lightning eyes her nervously. "I sure hope you know what you're doing..."

"So do I," Luna replied, looking up at her. "You should probably leave... Be safe..."

"No," Dust said, shaking her head and looking at Trixie. "I'm not leaving her."

Trixie stared down Surprise and Lightning, hesitating as she took a few deep breaths. "Trust Twilight... Face my fears..." she said, starting off with a slow walk before she started to run. Whens she did, both Surprise and Lightning grinned, getting ready. "My head, my dream, right?" Trixie said, her heart racing as she was still extremely nervous and scared.

Surprise was the first one to run at her. When the two were about to collide, Trixie jumped to the side and started running on the wall, sticking her arm out and hitting the white mare in the face. Surprise went down with a grunt as Trixie kept running along the wall.

Letting out a squeal of delight, Trixie headed for the fake apparition of Lightning. "This is awesome!"

Trixie arched her back and let out a cream of anger and pain. "Shit!"

"Wh-What's happening?" Asked Lightning, sounding concerned as she took a step forward.

"It... It is Trixie..." Luna said as she leaned forward with a smile. "She is fighting back..."

Lightning let out a loud yell of delight. "Come on, Trixie! You can do it!"

Dust took a stance as Trixie jumped at her. Lightning grabbed her by the arm and slammed her into the floor before getting atop her. Kneeling down, Lightning grabbed Trixie's neck.

"Face it," she gurgled as blood began to pour from her mouth. "You're afraid..."

Trixie let out a scream of fright as blood splattered on her face. "No!" She yelled, kicking the fake Lightning away and scrambling for the door.

Flinging the door open, she started up the stairs before two white hands came up through the stairs and grabbed her ankles, making her fall with a thud. Looking up the staircase, she saw the door to the roof. Letting out a grunt, she tried to pull free when Lightning's head phased through the stairs in front of her, staring her in the eyes.

"Face it..." Dust said as her eyes popped out of her head with a spurt of blood. "You're afraid..." she cooed in a ghostly voice.

Trixie whimpered and shook her head. "No!"

Nightmare looked up at the ceiling as of she could feel what was happening with Trixie. "Mmm... Fear... My favorite..." She then looked down at Twilight again. "Your pet is succumbing to fear... Soon, her body will be mine..."

"Don't count on it..." Twilight grunted as she tried to break free of the carpet. "She's stronger than you think."

"Come on, baby," Lightning repeated as Luna slowly stood up, putting an arm around Lightning.

"Come on, Trixie..." the alicorn said. "You can do it..."

Trixie stared at the nightmarish face of her lover, blood pouring from the mare's mouth. After a few seconds, she found it easier to not look away.

"This is... just a dream..." Trixie said, narrowing her eyes. "A-A nightmare! You're not real!"

Nightmare's eyes went wide as the world around them seemed to pulsate, as if the dream world was being distorted.

"No..." the demon growled.

Trixie pulled hard with her legs, the white hands shattering like glass. As she slowly got to her feet, the head of Lightning slowly sank back into the floor. Panting heavily, she made her way up the stairs and grabbed the doorknob. Turning it, she flung the door open, a bright, white light filling the stairwell. Shielding her eyes, she stepped through.

Trixie's eyes returned to normal as she panted heavily, looking around the bedroom. "Wh-What th--" She then winced in pain as she tasted blood. "Wh-What happened?"

Lightning let out a gasp and ran over to her, hugging her. "Oh, babe, I'm so glad you're okay!" She exclaimed, tears in her eyes.

Nightmare looked back at Twilight as the dream world started to fade away. "I'll be back... you little shit..."

Twilight smirked. "I know... And I'll be waiting..."

Soon, the world faded into nothing.

Twilight inhaled deeply and sat up, quickly getting to her feet. "Trixie!" She yelled, running into the bedroom. Stopping in the doorway, she saw Lightning embracing her as Luna turned to look at her, a smile on her face.

"You did it," the alicorn said as she turned to face the unicorn.

"No..." Twi said as she approached the bed. "She did..." As she got close, Lightning noticed her and took a step back, giving her room. Leaning in, Twilight gave her a smile and gently rubbed her cheek. "You were strong today, Trix... Not only did you face your fears and escape Nightmare... but you gave me the strength to stand up to her... You did good..."

Trixie smiled back. "Thanks... mistress..."

Twi smiled back and then turned to Luna. "You have some explaining to do..." she said, before letting out a sigh. "But, later... For now, I think we all need to rest..."

Luna nodded. "And, I will explain it another time... I promise."

"I just have one question..." Twi said as she walked over to her. "How come I could feel her presence?"

"You encountered her before, Twilight. Nightmare has a way with fear like I've never seen. It's possible you will always be afraid of her deep inside and that is how you will able to feel her when she returns. Just like Trixie will now be able to do..."

Twilight nodded before letting out a light chuckle. "So, we're... forming a Dream Team?"

The alicorn let out her own chuckle at that. "Perhaps..."

The unicorn nodded as she looked over at Lightning and Trixie. "I'm gonna go take a nap..." she said, before walking out of the bedroom. "And, if I see Nightmare... I'll kick her ass!" She called back.

The End!