A Devious Plot

by Shining Dancer

Rating: mature
Tags: Nightmare Moon, Romance, Drama, Mystery, King Sombra, Queen Chrysalis, Violence, Timberwolves, Nightmare Rarity, Gore, My Little Pony: Friendship is Magic, Alternate Universe
Length: 17272

A beautiful nightmare... the times, they are a changeling... a tale of a shadow... a chaotic reign... The tale is always the same, where the heroes win by the power of friendship. What if the story, even if only once, was somehow... changed?

A beautiful nightmare... the times, they are a changeling... a tale of a shadow... a chaotic reign... The tale is always the same, where the heroes defeat the villains and win by the power of friendship. What if the story, even if only once, was somehow... changed? It's their house now and the heroes are in for a surprise of a lifetime.

Published 2018-06-02 02:00:13 UTC
Last updated 2018-07-04 04:07:30 UTC

Chapter One: Allegiance

Far beyond any lands known to Equestria, farther than even Seaquestria and the bordering Changeling Kingdom, long in the distance past any land farther than the former homeland of the Centaurs lay a single creature underneath the pale moonlight. Her webbed, dark cerulean mane was luminescent under the glittering starlight. Her dark colored coat was almost silver and her buglike wings flittered as she dreamt uneasily. She ground her sharp teeth together, revealing her pointed fangs as she snarled in her sleep. "N-no..." she shuddered in her sleep. "Traitors... all of you..." she hissed.

While she slept she had dreamt a lovely dream about successfully taking over Equestria and exacting her revenge on those who had betrayed her. Her own children, Thorax, the weak Changeling who wanted to share love rather than take it like Changelings were supposed to do. Rumor had it that even her strongest Warrior-type Changeling son, Pharynx, had turned against the rightful Changeling ways as well. Her hatred for the Mane 6 as well as Cadence and Shining Armor and their brat and even Starlight Glimmer, the unicorn responsible for her second defeat, was what caused her to dream uneasily and have this horrible nightmare. The lovely dream had long gone and was replaced with them taunting her about her two defeats and how her own children betrayed her.

She began to feel sadness and despair as she wept. Inside of her dream was Thorax wearing the Changeling's crown even though he was far from a Royal-type, Pharynx and Ocellus standing beside him, as well as that putrid Dragon responsible for Thorax's betrayal against the Changeling hive. "You failed, Chrysalis," she could hear that Alicorn Princess's taunting voice now.

"I beat you before!" Chrysalis screeched as tears streamed down her gray cheeks, falling to her hooves.

"You were strong then, and now you're weak," the white furred Alicorn said with a sneer.

"You lost, Chrissy," the draconequus said with a smirk as he drank a glass rather than the beverage inside.

"I am your queen!" she cried out.

"You were our queen," Pharynx corrected her, a sneer on his own face.

"I am the King now," Thorax said, a proud smirk on his green face.

"You're not a king!" she snapped.

"You claim to be so strong on love, yet you were defeated by it twice," that wench Cadence said with a smirk, clinging to her husband's body like a trophy.

"We should just be rid of her already, she's no good anymore," that wretched Alicorn Princess of Friendship, Twilight Sparkle, said and the others nodded in agreement as their horns started to glow.

"No!" Chrysalis cried as fear and pain overtook her. "NO!" she screamed.

"Enough," a powerful voice said, almost sounding like cannon fire with the strength it possessed behind only a single word. She would be lying if she said that she didn't relish in the sounds of their screams as they faded into the sudden blackness that overtook the Canterlot Castle.

Chrysalis felt herself floating amidst that blackness and her horn glowed its brilliant green color as she looked around the darkness, only to see nothing. She didn't even have to flap her wings to float as she was and she felt dizzy at the idea. "Whose there? Show yourselves!" she snapped, wiping the tears from her cheeks and hoping her eyes weren't pink like she knew they had to be.

"Is that any way to talk to someone who wants to help?" the voice sounded familiar, but the way it carried itself was different. It didn't sound threatening, at least not at the moment, but it sounded darker.
` "This is surely a dream and I will awake now! Luna!" she hissed. The voice simply chuckled and Chrysalis felt a shiver run down her spine as she cringed. How could a laugh alone make the once powerful Changeling Queen feel this way? It was because she was weak and this pony, most likely Princess Luna, had the element of surprise against her, especially in the dream realm.

"I am not Luna, at least not fully," the voice said.

Her eyes narrowed, the slits for pupils prominent as she curled her lips back in a snarl. "How can you not fully be somepony? Do not taunt me!" Chrysalis snapped.

"I am not taunting you, my Queen. I am simply here to help. I only remain in the shadows for two reasons; you would blast me if I revealed myself, draining yourself of the little energy you have left, and I like it better in the shadows," the voice said rather simply.

"You are Princess Luna," Chrysalis growled. She heard a sigh. She knew it was a mare, but if it was not Luna then who else could it be?

"Oh, my Queen... I am from Luna, in a way, but I am not her entirely. I'm simply the envy she held a thousand years ago and still holds to this day. Simply more... powerful and shadowy... though I prefer the term dark," the voice said.

The Changeling couldn't help but raise an eyebrow. "I am in the dream realm, Lu-- creature..." she heard a soft hum of approval. "And obviously you hold the power here. What is it you want?" she dared to ask.

"To help you. You are weak and in need of help, that is all I am here for. Believe me, it was quite difficult to find you since you are farther beyond the Equestrian dream borders. I had to have the Shadow Ponies and Bottom Feeders find you and it was quite difficult to convince them not to eat you," that eyebrow went up just a little farther.

"Who are you and why do you want to... help me?" she asked.

"I am a creature like you, Queen Chrysalis--" Chrysalis held up a hoof, tears threatening to fall again.

"I am no longer the queen..." she said with an idle sneer.

"You are to me, Queen Chrysalis. I know that Thorax is only a Vizier-type. I know the Changeling dynamics. You are the only and last Royal-type and honestly the idea of the Young Six is both astounding as it is disturbing," Chrysalis rolled her eyes in agreement. "I was outcasted simply for trying to help Luna with her envy against the wretched filly that calls herself a sister," Chrysalis blinked.

"I've heard of you... I've seen the statue in Ponyville... Nightmare Moon?" she asked with wide eyes.

"May I come out now without the worry of a magical blast to my existence?" Chrysalis rolled her eyes again but nodded, though her magical aura was still glowing.

Forming out of the shadows came a mare, taller than herself, nearly as tall as Celestia, was a mare that was a dark coloring of cornflower blue, though almost appearing blacker than the night itself, with a mane similar to both Celestia's and Luna's, the tail as well. It had a gentle flow to it as well as shimmering stars in it that was the most beautiful shade of dark blue with a grayish persian blue outline. The traditional silver helm seen on the statue was gone, though her chest and other armor remained, and Chrysalis saw that she had curved and pointed, unkempt bangs, somewhat similar to Princess Luna's own mane. Despite the lack of a floor, her hooves tapped against wherever she stepped. Her mane and tail were unlike her previous self, and they were not wild and untamed and flowing without rhythm. It was simply floating in front of her, similar to Celestia and Luna. Her eyes were a dark turquoise color with slitted pupils, just like Chrysalis, and all of her teeth were equally sharp. Chrysalis saw that last fact as the Alicorn grinned. "Why would you help me?" Chrysalis asked as she shook herself out of her stupor.

The Alicorn sighed, a soft smile still on her lips. "We are alike, you and I. All you wanted to do was feed your hungry children and they turned on you to share love rather than take it like Changelings are supposed to," Chrysalis frowned. "If I could control it, I would," the Alicorn promised. "And all I wanted to do was help Luna have a little spotlight, but no, no, no, Pretty Princess Celestia had to take it all," the Alicorn snarled at the name and Chrysalis resisted the urge to step back. The Alicorn's countenance changed within a second as she smiled again, her eyes going from bitter to soft.

"If you are not Luna exactly, then what are you?" the Changeling asked.

"You know of the Pony of Shadows?" Nightmare Moon asked.

"Defeated by the Mane 6 and the Pillars of Equestria, how could I forget? Those blasted ponies were raving about it for months, why do you think I left Equestria?" Chrysalis asked bitterly.

"Yes, they banished the Darkness to Limbo again and freed Stygian and somehow kept the Elements of Harmony," a shudder ran through the dark horse at those three words. "No matter though. I am here simply because we both have ideas for revenge, but no real way to act upon them," she said quietly and Chrysalis had to admit that she was intrigued.

"What does it matter? I am to weak to do anything at all. I'm not even sure if I could transform soon... I'm just..." she licked her fangs, a rumble echoing from the pits of her stomach and she felt her ribs underneath her skin. "Hungry," she did not whimper and if this Alicorn tried to say so she would blast her into oblivion. Or at least she would try.

"It is alright, you can feed off of the love I have for Luna, at least until you are strong enough to transform into a pony," Nightmare Moon said.

"You are aware that would weaken you and strengthen me and how would a creature made from envy feel love?" Chrysalis inquired.

Nightmare Moon shrugged with a smile. "I still have love to feel for Luna and our plans, even if she did abandon me. I suppose I am a glutton for punishment like that, my Queen. However, if you look through my memories then you will see it," she said and Chrysalis shrugged. What did she have to lose? Her kingdom? She scowled as her horn glowed brightly as she searched the Alicorn's memories. Her eyes widened at the amount of love this mare felt for Luna and the idea of Eternal Night.

"You really did love her..." she whispered.

"I am the creation of the Darkness for Luna's envy, made from the Shadows. We were empathetic with each other until the Elements reformed her and banished me. She created the Tantabis and I thought I had a chance but then she locked that away as well," Nightmare Moon gave the Changeling a steady glance.

"Refuse or accept, the choice is yours but listen to my offer first," Chrysalis couldn't have said no if she wanted to. The love this mare had for Luna was stronger than the love Shining Armor had for Cadence, and seeing how Chrysalis had defeated even Celestia with it, there was no doubt that it was saying more than just something. "We are two of many creatures that have been outcasted for what we are when we could not control it. They talk about your reformation and turning you into what they want you to be, not what you want to be," Chrysalis growled and Nightmare Moon nodded empathetically. "My offer is that we combine our forces together. I love Luna enough that I am absolutely positive it could never fade, even if you needed to feed on it. If we bide our time, and bide it together, we could grow strong enough to exact the revenge both of our hearts desire. You against your children and Starlight Glimmer, Cadence and Shining Armor, and mine against those six brats and Celestia... It would take time, yes, definitely, but we could do it and we would not be alone. There is only one ally I can think of at the moment that would be most risky and he is currently locked away in Tartarus," Chrysalis nodded slowly.

"With our combined powers we could control both the dream realm as well as the conscious world. You would have the ability to transform into anything you wanted and I could control dreams and within this realm I can alter reality itself, seeing how in a dream there is none at all," Chrysalis nodded.

"Other than revenge, what else are you talking about?" Chrysalis asked, curiosity in her voice.

"I assume the time of the day does not matter to you. Luna's dream of Eternal Night is all I ask, and the stallion I have in mind for an alliance would probably agree to it. The daylight has shown to brightly for to long, and I intend to put an end to it. You could have the Changeling kingdom back and do with the traitors whatever you wish, as long as I know I have your allegiance. I have a plan, but I need your help to act upon it," Nightmare Moon said.

Chrysalis's eyes hardened. "How do I now that you won't ditch me once your finished? If it is always night, then nothing else would matter. You could become as powerful as the Tantabis and turn the conscious world into a living nightmare," Nightmare Moon smirked lightly.

"Oh, I only dream of such things. I wouldn't unless we agreed it was proper," the dark mare said with delight. "I shall not betray you should you not betray me, a Dark One's Oath," the Alicorn promised and Chrysalis knew the Oath was forever.

"Very well then, Nightmare Moon... You have peaked my curiosity and most definitely, at least right now, you have my allegiance."

Author's Note

Okay a few things to get through. The picture for the story is not mine, it was on deviantart and I love whoever made that

I do not know if this was already somebody's idea but I've had this idea before and it came back to me. Does not follow most continuity of the show, most of it anyway. I haven't watched it in a bit. I know about Seaquestria and the Pillars and whatnot and I have a thing for villains, mares and stallions

Chapter Two: Beautiful Nightmare

If somepony had told Chrysalis only a few years ago that her children would betray her, she would've called them deranged. If somepony had told Chrysalis that the dark side of an Alicorn Princess would have offered her an allegiance, she would've probably considered it before declaring those ponies deranged. "You gain Eternal Night and the title as the only Princess of Equestria, and I gain revenge... but what about a possible long-term effect?" Chrysalis inquired as Nightmare Moon led her through an abandoned warehouse that was run down and overrun with shadows. She swore she had seen bulbous, completely white eyes staring at her from the shadows without any real bodies behind them.

Nightmare Moon simply smiled. "You could have the Crystal Empire, if you wanted. Or simply rebuild the Changeling Kingdom, and we could have a long-term alliance. You are immortal as you are the only Royal-Changeling, Thorax and Ocellus lack your true power, and I am immortal as I am an Alicorn and both Luna and Celestia are immortal as well. However, I have a feeling that Luna would outlive Celestia and all other ponies probably for more than forever," Nightmare Moon said quietly and Chrysalis could tell that the mare was delighted with the idea.

"How so?" the former Changeling Queen asked.

"Shadows were before light, which shunned them away despite the fact that they were what allowed the light to exist. The Shadow Ponies and the Bottom Feeders have existed since the dawn of Equestria and even Faust," Chrysalis blinked with surprise. "They lurk in the darkest parts of the dream realm and attack ponies whose minds are detached from their bodies. The most common time this happens is during a comatose state. They are also responsible for the creation of nightmares. What do you think Luna fights back each and every night all alone with nopony to help her?" Nightmare Moon snorted with anger. "And Celestia dares to call them lovely..." she snarled.

"I did not know this," Chrysalis said quietly and Nightmare Moon's anger dissipated as she smiled gently.

"Nopony but Luna as well as King Sombra would know," Chrysalis nodded while she frowned.

"Is he even still alive?" she asked.

"But of course. He was simply banished into the coldest parts of the North, just like the Windigos of the North. What do you think creates the coldness so far north? The Crystal Heart is the only protection the Empire has against them as well as Sombra, even though it lures Changelings to its domain," Chrysalis couldn't help but nod again. That was how Thorax had met Spike after all...

"Then again, I suppose the idea of rebuilding the Changeling Kingdom has more merit than giving you the Crystal Empire. Should the Shadow agree to our terms, the cost of it would be returning his Empire to him. Though I cannot really say that it is much of a sacrifice," Nightmare Moon said and Chrysalis's eyes widened with shock.

"Allying ourselves with King Sombra?" she questioned.

"His knowledge of Dark Magic is astounding which makes him not only a powerful unicorn, but an intelligent ally to have and a potential foe. Having his allegiance would be much safer than not having it," Nightmare Moon said and the Changeling knew the Alicorn was right.

"How would you contact him though if he was banished to the North?" Chrysalis asked.

"He does not dream, so I cannot. It would require you to do so, but you would be able to transform into a creature capable of withstanding the cold and even become powerful enough to protect yourself with magic from the cold. The idea of allegiance also extends to the Windigos, who were in the North before the Crystal Ponies came to take it from them like the gluttonous and greedy welps they are," Nightmare Moon said darkly.

"How would I even find him and in case you haven't noticed, I don't play well with others. Look at our own meeting," Chrysalis said with boredom and Nightmare Moon smirked.

"I wouldn't have it any other way, and it's only to extend the offer. To ally himself to potential enemies is an intelligent move on his part as well and a pony like himself would know that for a fact," Nightmare Moon said. "The same to be said about the Windigos and I know that Sombra has an affiliation with the cold and a dislike for the Crystal Heart, just like the Windigos. They could share the North," she said.

"You dream big for a little filly," Chrysalis said idly.

"I imagine the time that has passed for us has been time they've spent together with no other real choice. It is better to be feared than loved, and it is better to keep your enemies closer than your friends. It is not the exact quote, but you understand my meaning and I know he does as well. Luna had a bit of an affiliation with him as well," Nightmare Moon said with a crooked grin.

"That kind of an affiliation?" Chrysalis asked with a raised eyebrow and Nightmare Moon smirked.

"The best part was that Celestia still doesn't even know," Nightmare Moon chuckled.

"You have intelligent ideas, but have you forgotten about the Draconequus that can alter reality itself?" Chrysalis asked and Nightmare Moon rolled her eyes.

"Your lack of faith in me is insulting. Of course not. He would make a wonderful ally as well, and an even more dangerous enemy," Nightmare Moon said.

"He betrayed them once and has regretted it ever since. He won't do it twice. Not with the Element of Kindness fluttering around," Chrysalis said and Nightmare Moon raised an eyebrow. "That wasn't intentional," Nightmare Moon rolled her dark teal eyes.

"I have spent over a thousand years plotting and planning for this moment, during Luna's time when we were one and after I was banished from her. I have seen the dreams of all of the ponies, as I am part of her and she while she does know I still exist within the darkest parts of her heart and the deepest parts of her mind, she does not know that I am sentient on my own," Nightmare Moon sighed. "I have seen the dreams of the Mane 6 especially and from their nightmares and fears I have created six entities much like myself. Though I have also done the same with Cadence as well, even if you have a strong dislike for her," Chrysalis's curiosity overpowered her hatred however.

"They are the Nightmare parts of the Mane 6," Nightmare Moon said as seven pony forms came out of the shadows and Chrysalis saw that they were all taller than their actual counterparts. All of their coats were black as ebony and their pupils were slitted, just like Nightmare Moon's. "While they all possess evil counterparts, the Six and not Cadence, I created these six for specific reasons to search through the Six's memories, dreams, and create nightmares when necessary," Nightmare Moon explained.

"Why is the one for Twilight Sparkle still a Unicorn?" Chrysalis couldn't help but ask.

"There is only room for one Alicorn Princess, my Queen," Nightmare Moon said teasingly.

All of them were mostly the same, though they were much taller as their legs were longer and their coats were all pure black. Their eye colors were the same, as were their mane colors, though most were darker in shade. Mostly Twilight Sparkle's as well as Rainbow Dash's and Rarity had a dark shade of purple, a lighter shade of purple, and white streaks through her mane and tail. Their manes and tails were like Nightmare Moon's as well, with a gentle flow and stars shimmered in the elegant locks. Their manes and tails were much longer, and Pinkie Pie's was much more wild. One thing she did notice about Cadence and Twilight Sparkle, aside from the longer horns, as that their Cutie Marks were darker. There was a dark streak through Twilight Sparkle's pink star and Cadence's heart, a representation of the Crystal Heart, was red rather than blue. Another thing about Cadence was that she wore a gold necklace with a crystal blue heart in it that was cracked, almost like a broken heart. She also noticed that Rainbow Dash's cloud as black rather than white and that her wings were much bigger and pointed than the real one's.

"Do you like them? I call them the Nightmare Six," Nightmare Moon said with delight.

"Nightmare Six?" Chrysalis asked.

"Well, it seemed rather horrid to call them by their predecessors of the Elements. So just put the word Nightmare in front of them, as they all possess the ability to create nightmares and wreak havoc among the dream realm," Nightmare Moon said with a childlike smile.

"Nightmare Twilight Sparkle, Nightmare Rainbow Dash, Nightmare Rarity, Nightmare Fluttershy, Nightmare Pinkie Pie, Nightmare Applejack, and Nightmare Cadence?" Chrysalis inquired.

"Long, yes, but it is quite irksome when not said. Pardon me for my... dedication," Nightmare Moon said almost sheepishly.

"Where are we?" Chrysalis asked as the background changed to a dark forest and they stood beside a well that seemed to go deep and she swore again that she saw the bulbous, white eyes staring at her from inside the well at the bottom... wherever that was.

"There are multiple parts of the dream realm. We were in the Deep Sleep, now we're in the Deeper Sleep. Down there leads to the Deepest Sleep, where the Bottom Feeders lurk. They will eat you. They may be blind, but they sense movement and can smell fear. The eyes you see are those of the Shadow Ponies, hungry to possess an unoccupied body," Nightmare Moon explained it so casually that Chrysalis felt a sliver of fear pool in her gut.

"Why did you create the Nightmare Six?" the Changeling asked.

"To haunt the dreams of the Mane 6 and weaken them so that they will have restless nights and be more exhausted, so that they will be in need of more sleep and they are able to get past the idea of Dreamless Sleep spells and potions. It will keep the Mane 6 not only weak, but in my domain of power," Chryalis was impressed.

"Why not create all of the ponies, though?" she asked. "Celestia would recognize the power immediately, she's possessed it before. No thanks to Starlight Glimmer, and what's sad is the fact that Starlight Glimmer would make a better Alicorn Princess than Twilight Sparkle. She's infinitely more powerful, magically of course," Nightmare Moon said quietly. "She would make an exceptional ally, but I sincerely doubt she would ally herself to our agenda unless she thought she had no other option. The idea of using the Nightmare Six to weaken the Mane 6 is the only bit we have to go on right now, before we seek out King Sombra's whereabouts. They will also eventually be able to act as Shadow Ponies and possess the living bodies of the Mane 6. I also have an idea about the creation of their other alternate parts, and I'm not talking about the opposite of themselves created by Discord. Although it may sound silly, for the Element of Laughter as well as the Element of Loyalty, I have ideas as to how we can use nightmares against them," Chrysalis was more than intrigued.

"Well?" she asked with enthusiasm and Nightmare Moon smirked lightly.

"The Element of Laughter already had self doubts about her... pies..." Chrysalis raised an eyebrow. "It will cause her to have distrust against Rainbow Dash, who was the cause of it. Laser Dash does not sound as ridiculous as one might make her, especially if it can get one of the Elements out of the way. Pinkamena is also the other side of Pinkie Pie, which is her characterized self-doubt and possibly her insanity," Nightmare Moon looked on the verge of a maniacal cackle. "So silly but so useful in the long run," she said with a toothy grin, her pointed wings flapping merrily. "Midnight Sparkle is also the name of a dark version of Twilight Sparkle. Although she was only seen in the alternate universe, I know she can be used in ours," though confused, Chrysalis indulged the idea.

"Alternate universe?" she dared to ask.

"There is a mirror, my Queen, that acts as a portal between this world and another. A human realm. Where ponies are humans. I would not seek out answers, I intend to harness the power of the mirror and either conquer other worlds or simply destroy it so that Sunset Shimmer is unable to visit again," the Alicorn said.

"How do you know this?" Chrysalis asked.

"I haunt all dreams, and Sunset Shimmer told the story to both Twilight Sparkle and Celestia," Nightmare Moon said simply.

"You'll be creating their alternate parts to haunt them and cause distrust amongst themselves... and make them fear their own self..." Chrysalis felt a flutter of emotion. Joy from the idea of revenge... Most fitting as well.

"Yes... And Applejack does in fact have a terrible fear of Timber Wolves... They are ruthless and lurk in the Everfree Forest, though they are pathetically weak, whether as a pack or as one gigantic wolf. However, the bite of these creatures is horribly infectious and Applejack knows it. The dragon saving her was more than just gratitude, it was beyond relieving that it was without bite. Nopony else may know of this fact. Two members of the Apple family were lost that way," realization flashed in the Changeling's eyes.

"Bright Mac and Pear Butter..." she said quietly, recalling the memories of Applejack's parents told to her by the Changeling that had been impersonating her.

"Nightmare Rarity will take part in both of these acts, and I rather do like Flutterbat more than Fluttershy as well as Timberjack over Applejack. Applejack's worst fear aside from dishonesty is losing her friends and family, because of Timber Wolves. It would be especially bad if it was she who was a Timber Pony and hurt those she cared about. I've been using the idea of this fillyhood fear against her for years," she said maniacally.

"You are brilliant..." Chrysalis hissed.

"I like to think so," Nightmare Moon said delightedly.

"What about these Shadow Ponies and Bottom Feeders?" Chrysalis questioned.

"Should anypony become much to... problematic, the Shadow Ponies will possess their sleeping bodies and do my bidding. Though they are conscious, their existence is still that of the dream realm and their loyalties are with me. I make sure of it," with those words, her horn glowed a dangerous bluish teal color.

"And the Bottom Feeders?" Chrysalis asked.

"I simply send the problematic pony to the Deepest Sleep and the Bottom Feeders do the work for me. Those ponies are never seen or heard from again," Nightmare Moon said simply and Chrysalis smirked.

"You are a devious one," she said with relish. "I like to think so, but I cannot do this alone," the black Alicorn turned to the Nightmare Six and Nightmare Cadence. "All of you go to your pony and avoid Luna at all costs," Nightmare Moon ordered and they all bowed.

"Why is Cadence still an Alicorn?" the Alicorn shrugged at the question.

"Twilight Sparkle was the most insulting, Cadence not so much," she said with a simple shrug. "Now go," she ordered and they disappeared in flashes of black magic.

"They will create nightmares in each pony and then take over their bodies when they are weak enough?" Chrysalis asked.

"Yes, but I mostly intend for their dark counterparts to exist. Fluttershy will become Flutterbat, and perhaps we can use that to our advantage in regards to Discord. Applejack will become Timberjack, Pinkie Pie will become Pinkamena, and Twilight Sparkle will become Midnight Sparkle as an Alicorn rather than a puny mortal human. Nightmare Rarity is the dark side of Rartiy and Cadence has no other dark self. I would also much rather prefer that Nightmare Rainbow Dash becomes real and not Laser Dash. I intend to use the power of the Tantabis and make the conscious world a living nightmare. Within my boundaries, of course," she said.

"You've thought about this alot, especially if you think Discord will ally himself to our purpose and to completely erase the identities of the Mane 6 as well as the tramp," Chrysalis said carefully. Nightmare Moon gave her a pointed glare.

"I've been dreaming of this moment for well over a thousand years, Chrysalis. I have dreamt of nothing else for years... Revenge against Celestia, and what better way to do it than through her own prized pupil?" her dark teal eyes were frightening and the Changeling felt as though they were burning holes into her soul and existence. "By now the Nightmare Six will have overpowered the Mane 6, and Nightmare Cadence shall have overtaken Cadence. They may be the puppets and I the puppeteer, but it is really them who are the beautiful nightmares..."

~Nightmare Six~

Part One: Rarity

"So dreadfully... boring and plain... too... brightly shaded. The colors are lovely, but much too bright. Not darkly shaded enough," Nightmare Rarity hummed in disapproval at the sight. She was in Rarity's boutique in Ponyville and she was not impressed, even if at one point some part of her had liked it. She huffed in disgust at the sight of sleeping Rarity. "The same old curls. I guess you really can't teach and old mare new tricks," she sighed before she smiled. "No matter, I shall fix your wrongs soon enough. Yet I cannot fathom, what good is a devious plot like this without a good song?" she giggled as music began to play. A mix of upbeat and ominous and even classical.

Nightmare Rarity:

I am the shadow inside of you. I am the darkness you fear. I am your other half, this is true. Yet you know not when I draw near.

She growled, baring her teeth, revealing how sharp they all were, akin to Nightmare Moon's, as she drew closer to Rarity's bed and she resisted the urge to rip off her eye covering and reveal herself. The mare was having a ridiculous dream about showing a rather atrocious looking(at least in Nightmare Rarty's mind it was) dress to Princess Celestia herself that had been personally requested by the Princess. Nightmare Rarity smirked as her horn glowed an dark shade of blue, darker than Rarity's own natural blue magical aura, as she cast the nightmare spell, much like the spells used by King Sombra himself. However, this was directly from a creature of nightmares.
The dream contorted as Rarity was separated from Luna's view, now belonging solely to Nightmare Rarity and not even Luna would be able to access Rarity's subconscious and her dreams. She grinned evilly as the dream turned sour as Celestia's face contorted into a disgusted sneer. "This dress is atrocious! I expected better from you, Rarity!" the white Alicorn snarled as her pale gold magical aura surrounded the dress and ripped it in half before throwing it at Rarity's hooves. Nightmare Rarity resisted the urge to cackle with delight as Rarity's face turned shocked, horrified, insulted, and devastated all at once.

"I don't understand... I followed your orders exactly as you requested, your highness," tears were streaming down Rarity's cheeks and Nightmare Rarity sighed in bliss and tilted her head back, her mane flowing as it did, as the energy from Rarity's distress fueled her power.
"Give me another chance, your highness! I'll do an even better dress!" Rarity begged.

"Do not make promises you cannot keep, Rarity! You should be ashamed of yourself! I think we shall be taking our royal business elsewhere!" with that Princess Celestia lifted her nose in the air and stalked away, stomping her hooves as she did and Rarity sobbed with despair as ponies began jeering and jabbing at her. Insulting her in ways no mare ever should be. Among them were her friends.

"Wow! Looks like you got 20% lamer!" Rainbow Dash snorted and laughed.

"I told y'all them dresses were nothin' but a waste a time an' space!" Applejack jeered.

"She can't even sew properly," Fluttershy said backhandedly.

"Just ew!" Pinkie Pie snorted.

"Can't even get simple constellations right," Twilight added.

"Wow, that's just sad," even Spike said.

"Some big sister you are when you can't even make a dress," Sweetie Belle huffed.

Rarity began bawling at the top of her lungs and Nightmare Rarity clapped her hooves together as she cackled with delight, much like a child or even the evil version of Celestia(Daybreaker) as her power grew. She would enjoy this.

Nightmare Rarity:

I am the shadow inside of you. I am the darkness you fear. I am your other half, this is true. Yet you know not when I draw near.

The dark unicorn grinned as she walked towards Rarity, whose ears were echoing only with the insults of her friends, family, and the Princesses themselves.

Nightmare Rarity:

I know who you are inside. I am what you have and always will fear and fight back you wouldn't dare. I am the cause of why your hopes and dreams have died. For I, I am your beautiful nightmare!

Part Two: Rainbow Dash

Nightmare Rainbow Dash flapped her large and pointed wings as she flew amongs the white clouds. "Black would be better," she thought as she stared at the clouds with disdain. "At this rate Laser Dash could make herself useful by destroying rainbows rather than pies," she said with roll of her hot pink eyes. "Ah, there you are," Nightmare Dash said with a toothy grin, baring her sharp teeth, as she saw Rainbow Dash flying with the Wonderbolts. "Aren't they supposed to be military? Not just entertainment? Pathetic. I almost regret not joining the Shadowbolts," she said with boredom as she flapped her wings vigorously.

She, Nightmare Shy, Nightmare Jack, and Nightmare Pinkie did not have horns to channel their magic like the other three, so they had to make do with what they did have, which was nightmare magic gifted by Nightmare Moon herself. The only difference was that they had to channel it differently. Nightmare Dash and Nightmare Shy could use their wings, but she had no idea what Nightmare Jack and Nightmare Pinkie did. Probably just acted like Discord and simply conjured their ideas out of nothing, or even something.

Suddenly fireworks exploded in Rainbow Dash's face and she spiraled out of control as her feathers knotted and Nightmare Dash grinned. The scene was outright chaotic. Rainbow Dash landed flat on her face and ponies in the stands booed and jeered at her. Spitfire and Soarin' flew down at her. "Sorry, my wings are kinda in a knot," Rainbow Dash tried to pry them apart, but they remained stuck.

"Shame, and here I thought you had potential. Sorry, Rainbow Crash. You're off the team," the shock factor was the best, at least it was until the power started surging through Nightmare Dash's form. Rainbow Dash looked horrified and insulted, mostly because of the nickname, but this was her dream.

"No! Wait! I don't know what happened but they'll untangle!" she said and failed to pry them apart again.

"The Wonderbolts have no use for a Pegasus who can't fly. You're handicapped. Crippled. Done for," Spitfire said blankly as she put an unsympathetic hoof under Rainbow Dash's chin.

"And here I thought we could fly together in the sunset," Soarin' said with disappointment before he shrugged simply. "Oh well," he said before walking away with Spitfire.

"Wait!" Rainbow Dash pleaded as tears began to stream down her cheeks and Nightmare Dash's power grew, as did her grin.

"Off the team? Shame on you! And to think we were so proud of you!" Rainbow Dash's face contorted into sheer horror at the cruel words of her mother and the disappointed gaze in her father's eyes.

"Some hero you turned out to be," Scootaloo said with a shrug as she walked away, Rainbow Dash's parents behind her.

"Wait! Please!" Rainbow Dash begged.

"Looks like we'll have to find a new Element of Loyalty," Twilight said as she and the other five walked away, Spike behind them. Pinkie Pie blew a raspberry at Rainbow Dash before throwing a pie in her face.

"I hate cherry!" Rainbow Dash cried.

"Looks like I'll have to find a new partner for the Daring Do books," Daring Do said as she and Quibble Pants walked away, only to greet Lightning Dust.

"Please!" Rainbow Dash began bawling as everyone left her and Nightmare Dash cackled with amusement as her power grew.

Nightmare Rainbow Dash:

I am the shadow inside of you. I am the darkness you fear. I am your other half, this is true. Yet you can't tell when I'm drawing near.
I know you who are inside. I am what you have and always will fear, and you fight me? You wouldn't dare! I am why your hopes and dreams have died. For I, I am your beautiful nightmare!

Part Three: Fluttershy

Nightmare Fluttershy sighed as she stared at the animals that Fluttershy was having a tea party with. "Would be better if it had Manticores and a certain draconequus..." her ebony cheeks turned slightly pink at the latter. "Maybe even some actual fierce dragons, for once," she added as she began flapping her wings and her nightmare magic worked its... magic.

The bear suddenly roared at her, startling the buttermilk colored mare and Angel kicked away the teacups as the raccoons began clawing at her mane and tail. "Stop! Please!" they refused to listen to her. Discord suddenly appeared and turned Ponyville into chaos.
"You're weak!" Twilight said cruelly.
"Pathetic!" the others sneered. "Fluttershy! Fluttershy can hardly fly!" they chanted together, Rainbow Dash the loudest of them all.
Everypony, even her animal friends, began turning on her. Even Discord. She cried the loudest, or at least Nightmare Fluttershy thought she did and the dark pony sighed in contentment as her energies grew. "It was almost too easy," she admitted balefully as she began humming.

Nightmare Fluttershy:

I am the shadow inside of you. I am the darkness you fear. I am your other half, this is true. Yet you don't know when I draw near.
I know who you are inside. I am what you have and always will fear and fight back you wouldn't dare. I am the chaos that is the cause of why your hopes and dreams have died. For I, I am your beautiful nightmare!

Part Four: Nightmare Pinkie Pie

"Boring, loco in a coco, and... bleugh!" Nightmare Pinkie Pie was practically pouting as she stared at the 'party' Pinkie Pie was throwing in her dream. "I can't wait to meet Pinkamena," Nightmare Pinkie Pie said cheerfully. "I know you'd think that Nightmare Her, which is Nightmare Me... or is it just me? Darn MPD, always so confusing!" Nightmare Pinkie Pie blew a raspberry. "What I'm saying is... wouldn't I be Pinkamena even though technically Pinkamena is her insanity? I mean I am the darkness inside of her and whatnot, yaddah, yaddah... so confusing," she turned to the viewer. "For the record, if you don't like my parties then don't show up. Don't be a Gilda before she turned goody-goody," she said, blowing another raspberry before she slammed her hooves onto the ground, causing lightning to crackle in the skies. "And I'll just skip to the song, this'll get messy and I'm not talking about the pies and candies and cakes," she added after the thought.

Nightmare Pinkie Pie:

I am the shadow inside of you. I am the darkness you fear. I am one-third of you, this is true. Yet you can't even tell when I draw near.
I know who you are inside. I am what you have and always will fear and to fight, you wouldn't even dare! I am the reason why your hopes and dreams have died. For I, I am your beautiful nightmare!

"I'm sure that song could be better but... meh," she said as she watched with amusement as ponies began spitting out Pinkie's pies, cakes, and other sweet desserts. "Here comes my favorite part!" Nightmare Pinkie Pie giggled as Laser Dash burst out of Rainbow Dash and began destroying all of Pinkie's pies. "Honestly, black frosting doesn't taste that bad," Nightmare Pinkie Pie said as she devoured a Jack Skellington cake in one bite, leaving black frosting around her lips. "Scary Mickey Mouse migh've been better," she said idly as she fed off the energy from the nightmare.

Part Five: Nightmare Applejack
"Ain't worth nothin' but a few bits anyhoo," Nightmare Applejack said with boredom. "Timberwolves, nasty vermin ain't they?" she suddenly smirked, a twinkle in her emerald green eyes. "Their bitin's the worst," she added as she channeled her nightmare magic into Applejack's dream, turning it into a nightmare and separating it from Luna's viewpoint.
Applejack and the others jumped suddenly when Applebloom screamed in terror. It was another Apple Family reunion, bigger than the last, again, and Timberwolves were attacking. The stallions, Big Mac included, and Applejack leapt forward as Granny Smith and the others ushered themselves into the barn and the house. "Go!" Big Mac yelled at Applejack. "These varmin ain't gettin' anypony again!" Applejack yelled, tears threatening to fall from her eyes and Nightmare Applejack rolled her eyes. "Lil' filly, you ain't seen nothin'," she said as she made a Timberwolf go straight for Applejack.

Now Applejack was putting up a real fight and was the strongest of them all, stronger than Rainbow Dash whose power relied solely in her wings. Applejack, though a mare, was strong and was able to knock the splinters off of quite a few wolves before Jack, the name of Nightmare Applejack's pet Timberwolf, lunged and bit her square on the neck, his bite contagious as a Vampire Bat's.

Applejack screamed in actual pain, shock, and fear as his teeth sunk in, spreading his disease. The wolves howled in triumph as they formed a much larger wolf. "AJ?" she emphasized on the fear in Big Mac's voice as the disease began to take over Applejack completely. The orange mare could see and feel everything she was doing, hear and smell and taste it too, but she had absolutley no control over her actions.

Her mane and tail grew wilder and uncombed as her orange fur began to slightly darken in color and her hooves turned into paws with massive claws, her entire legs covered in timber wood. The splintering wood covered her forelegs and stopped underneath her shoulders and the wood on her hindlegs didn't stop until it covered her cutie mark entirely, crackling and making chopping sounds as it did. Her eyes began to glow emerald green, her pupils dilating, as her eyebrows turned green and bushy. Her entire form turned fuzzier, save for her splinting legs, as her ears turned dark brown and the insides were the same forest green as her eyebrows. All of her teeth grew sharp and lethal as she grew canine fangs.

"Help me... Big Mac... Granny..." Applejack pleaded before Timberjack took over. Timberjack howled before it attacked the members of the Apple Family, destroying them one by one while Nightmare Applejack looked on with delight.

Nightmare Applejack:

I am the shadow inside of you. I am the darkness you fear. I am your other half, this is true. Yet y'all can' even tell when I'm comin' near.
I know who y'all are inside. I am what y'all have and always will fear and fight? Y'all wouldn' dare! I am the reason why your hopes and dreams have died. For I, I am your beautiful nightmare!

Nightmare Applejack grinned as Timberjack's pelt was stained with scarlet. She couldn't wait until Timberjack was a real Timberpony.

Part Six: Cadence

"Wouldn't it hurt the most to see your little filly go and your husband unfaithful? I sincerely doubt Twilight would have much effect on you at this point. Maybe later when you lose all of your support," Nightmare Cadence said cruelly with a sinister smirk as her red aura, opposite of Cadence's brilliant blue, surrounded Cadence's subconscious. "And who else but the Changeling Queen herself?" Nightmare Cadence said with delight as the dream manifested.

Cadence was reliving her wedding and was leaning in for a kiss, her eyes closed and ready to press her lips to Shining Armor's. He was the same before he opened his eyes. "If only there was somepony who loved you," he said before walking away, leaving the startled Cadence behind.

"I beg your pardon?" the pink Alicorn asked with shock and hurt.

"He doesn't love you, silly filly," Cadence froze with fear and anger at the sound of that voice.

"Release your magical hold at once, Chrysalis!" Cadence ordered as the Changeling appeared in a flash of green fire, previously holding the form of one of the bridesmaids.

"Did you have to add Chrysalis?" Nightmare Cadence shrugged sheepishly at Nightmare Moon's question.

"It seemed most logical and you can feel the rage pouring off her, it's almost like waves," Nightmare Cadence said and Nightmare Moon smirked, rubbing a hoof over the shorter Alicorn's head tenderly.

"I taught you well," Nightmare Moon said with delight as they watched the seen unfold.

"Do I have to sing?" Nightmare Cadence asked.

"Your name is that of what is lyrical. I also prefer the villainous side of your Aria more than the heroic side, and that's not just because of the real Chrysalis or my... natural affiliation," Nightmare Cadence raised an eyebrow.

"You could've just said yes," the purple eyed Alicorn said and the taller Alicorn grinned.

"Where's the fun in that?" she asked as Cadence sighed, watching Flurry Heart, Shining Armor, and Chrysalis embrace as though they were a family and the beautiful wedding dress fell to shreds and it reminded both mares of the tale of Cinderella. Minus the wicked stepsisters, of course.

Nightmare Cadence:

I am the shadow inside of you. I am the darkness you fear. I am your other half, this is true. Yet you tell not when I draw near.
I know who you are inside. I am what you have and always will fear and to fight against the odds you would never dare! I am why your hopes and dreams have died! For I, I am your beautiful nightmare!

Part Seven: Twilight Sparkle

"I just skipped ahead to the nightmare, why bother wasting time with creating a plot?" Nightmare Twilight Sparkle asked as she bowed to Nightmare Moon, who appeared in this dream after leaving Cadence's.

"Rejection? Inspired by a dark king much?" Nightmare Moon teased before genuine shock replaced it at the sight of the pink on the mare's cheeks.

"I found his nightmare spells to be quite inspiring, my Princess," Nightmare Twilight Sparkle said shyly.

"Well, that was unexpected. Though admittedly the idea of Dark Sparkle and King Sombra is quite..." Nightmare Twilight Sparkle rolled her eyes.

"Somber," Nightmare Twilight Sparkle said as they watched the scene unfold.

"How did I get--?" Twilight asked with confusion as she looked back and saw all of her friends.

"You let us down, Twilight!" Rainbow Dash sneered and Twilight stared at them with shock. Rainbow Dash, Rarity, Fluttershy, Applejack, Pinkie Pie, even Spike, Princess Celestia, Starlight Glimmer, Trixie, Sunset Shimmer, and the Pillars of Equestria were there.

"You put quite a bit of effort into it for skipping ahead," Nightmare Moon complimented.

"Inspirational," Nightmare Twilight Sparkle said.

"You are a disgrace for a student and an Alicorn Princess!" Twilight's face widened with horror as tears began falling from her eyes at the harsh, cold tone Celestia gave her. "I am ashamed to have ever wasted time teaching you!" that hurt more than anypony other than both Twilights knew. "Any one of these three mares would be a better Alicorn Princess than you!" Celestia said and all of Twilight's friends agreed. Even Cadence, Shining Armor, her parents, and worst of all... Flurry Heart. Discord suddenly appeared and in a flash of white, Twilight's wings were removed, quite painfully. It felt as though her wings had been ripped off rather than simply removed by Discord's chaotic magic.

"I concur," Discord said as he duplicated the wings, gave himself an artist's cap, and painted a set of wings blue, another set orange, and the third purple and placed them all onto Starlight, Sunset Shimmer, and Trixie.

"I will be taking that, thank you," Starlight said as she took Twilight's crown and placed it on her own head.

"What did I do?" Twilight asked as tears fell from her eyes.

"You existed! Duh! And you call yourself smart!" Rainbow Dash sneered.

"I'm not surprised you don't know," Celestia said as they all walked away. "If you do not leave Equestria within the next twenty-four hours, the Royal Guard will have no choice but to personally exile you. Forever," Celestia said cruelly as the doors slammed behind her and everypony else, leaving Twilight alone in the throne room, and Twilight looked at all of the window paintings. They were all of the successes of the villains. Sombra overtaking the Crystal Empire, Nightmare Moon overpowering Celestia, which was personally Nightmare Moon's favorite, Trixie wearing the Alicorn amulet, Starlight as the new Princess of Friendship, though nopony but her had their cutie marks, Tirek's reign, Discord's chaos, Chrysalis and her Changeling army, and worst of all, the Nightmare Six devouring the Mane Six.

Twilight curled into the fetal position and began to weep. "Pathetic," was all that could be said.

Nightmare Twilight Sparkle:

I am the shadow inside of you. I am the darkness you fear. I am your other half, this is true. Yet you cannot tell when I draw near.
I know who you really are inside. I am what you have and will always fear and fight you would never dare. I am why your hopes and dreams have died. For I, I am your beautiful nightmare!

Nightmare Moon was pleased. "This will cause distrust amongst themselves and uneasy sleep, which will unsettle their subconscious minds and make them need more sleep. Night terrors truly are the worst of them all," Nightmare Moon said and Nightmare Twilight Sparkle smirked.

"Can you still remove the wings? I find that travelling by magic is much more efficient than wing travel," Nightmare Moon nodded with a smile.

"To bad you can't get Beautiful Nightmares on PonyTunes," Nightmare Moon said idly while Nightmare Twilight Sparkle gave her a confused glance. "It'll be a thing, if it isn't already, trust me," Nightmare Moon said with delight as she continued her terrorizing with her beautiful nightmares.

Author's Note

Admittedly I like the villains more than I like the heroes, and each villain has a backstory even if we don't necessarily know what it is

I do have a plan for a surprise couple and while I doubt anyone will guess it, let alone read it, I would like to see people read this story

Constructive criticism is greatly appreciated

Pictures and original ideas of the Nightmare 6 and Cadence are not mine

Sorry if the song(s) sucked

Chapter Three: Dream or Reality?

To say that she was tired would be a horrible understatement. Luna was exhausted. Every night would be the same in regards to keeping the Shadow Ponies out of other ponies dreams and fighting off the nightmares that the Dream Demons created to feed off the life and energy of innocent ponies. Bottom Feeders lurked solely in the Deepest Sleep, so that was a bonus, but still. The idea of a single Shadow Pony taking the body of an innocent pony or a Dream Demon escaping the realm of sleep was a nightmare in itself. To her surprise, however, she hadn't a single nightmare about Nightmare Moon. In fact, not a single nightmare at all. She had stopped purposefully giving herself nightmares to punish herself, but on occasion she would have nightmares about Nightmare Moon trying to convince her to fight against Celestia and become that monstrosity again. Luna promised herself, the ponies of Equestria, and her sister that she would never let that happen. Not again. Not ever.

"Oh, come now, Lulu, must we always be so melodramatic?" she grit her teeth in anger at the sound of that voice. "Show yourself!" Luna ordered. "Oh, please. I would love nothing more than to hold you in my hooves but you would blast me into oblivion the first time I tried," while Luna was confused about her statement, she was furious. "What have you done to the Shadow Ponies?" she demanded. "Getting sentimental? More than usual?" Nightmare Moon's voice taunted. "Have you destroyed them?" Luna questioned, her eyes narrowed as her horn glowed a dangerous blue. "Of course not. They're much more useful to me alive," Nightmare Moon said and Luna could feel the roll of her eyes. "Then where are they?" she demanded. "Where they belong. The Deep Sleep, the Deeper Sleep, and most certainly not the Deepest Sleep. They too fear the Bottom Feeders," Nightmare Moon said casually. "And the Dream Demons?" Luna feared the answer. "They are not going to be a problem," Nightmare Moon said, an idle thought causing a grin to form on her lips, though Luna did not see it. At least not right now.

"What do you want?" Luna questioned, her stance defensive. "Many things, Lul--" she cut Nightmare Moon off with a blast of magic into the darkness that surrounded her. "DO NOT CALL ME THAT!" the dark blue Alicorn roared. "Your aim is better than I remember," she felt satisfaction at the pained groan of the other Alicorn. "This is simply a dream and you will disappear now," Luna said as she felt a wave of her magic go through her before it disappeared. "What?" she whispered with wide, fearful eyes. "Oh, Lulu--" Luna snorted with anger. "Oh, get over it. Just because it's a dream doesn't mean it isn't real. You of all ponies should know that. What with the thousand years we spent together as well as the time you spent torturing yourself the idea of me," Nightmare Moon said, almost sounding offended. Luna ignored it. "This is a dream and it will never be real. You were only a nightmare, a figment of my imagination that I let loose. You are not real now and you never will be again," Luna said angrily.

The other Alicorn was silent. A small sigh echoed in the darkness. "Some ponies appreciate me, just not the one I want," Nightmare Moon said in a wistful voice. "Stow your pathetic emotions for somepony who does care and is foolish enough to believe them," Luna said firmly. "Hurtful, Luna, really. Here I thought we had something special," Nightmare Moon said. "Chrissy appreciates me. Twili appreciates me. Dashy appreciates me. Cadence, Pinkie, AJ, Rarity, Flutters, they all appreciate me," Nightmare Moon said. "The Six? Don't make me laugh, Demon," Luna growled.

"This may be a dream, Luna," Nightmare Moon stepped out of the shadows, her eyes twinkling as she grinned, revealing all of her sharp teeth and her new pointed fangs. "But I am very much real," Nightmare Moon growled. Luna fired another blast of magic and this time Nightmare Moon used her own magic to grab it. "How I've missed the feel of your magic with my own," the dark Alicorn said wistfully, absorbing the magic Luna had fired into her. "Away with you!" Luna ordered. "I've been around for more than a thousand years, Luna, no differently than you and nothing has changed," Luna covered her ears with her hooves. "I don't want to hurt you, Lulu, and I would never betray you," Nightmare Moon said and Luna shivered as she felt the almost tender caress of Nightmare Moon's hoof.

Her magic wasn't working and she had the dreadful feeling that Nightmare Moon was gaining power from it. She refused to give in, however. "Leave me be," Luna said quietly and Nightmare Moon clucked her tongue. "I can't leave you. I am you," Nightmare Moon said quietly as she ran her hoof along Luna's flowing mane. "I was created for you, I am, in a way, you. We are one in the same, Luna, why do you hate me?" Nightmare Moon asked and Luna was faintly surprised to see tears in the dark Alicorn's eyes. They couldn't be real, could they? "I hate you because you're a monster. You may have been made from me, but you came from the envy I had for Celestia. I hate you because you're the bad side of me and because of that, you can't exist anymore. You'd destroy Celestia," Luna said, tears streaming down her own cheeks.

The dark Alicorn scowled. "Celestia this, Celestia that, they over exaggerated the sunrise for that childish play," Nightmare Moon muttered and Luna felt sadness because she knew that deep down, she had the same opinion. "The more things change, the more they stay the same. Celestia is still the pride and joy of Equestria, the sun rises and sets with her. The moon matters little to nothing and they all bask in her precious light," Nightmare Moon growled. "Those were the thoughts I had before and I don't want them to happen again, I don't want to destroy her anymore," Luna knew deep down, that was somewhat a lie. All she ever wanted was to be loved like Celestia was. "Not even dethrone her?" Nightmare Moon asked. "I can't," Luna said quietly, her ears lowering as teardrops fell from her chin. "Nothing could change how I feel about you. You and I are one in the same. I know you look in the mirror and see me just as I look in the mirror and see you. Think about what I said, Lulu, I know you will," Nightmare Moon said before disappearing into the darkness. "This is only a dream," Luna whispered, though her emotions felt very real.

"It may be a dream, Lulu," Luna looked up to see a pair of dark turquoise eyes with slitted pupils staring at her from the shadows, pearly white fangs twinkling in the darkness. "But that doesn't mean it isn't real," Luna dreaded those words. "You of all ponies should know that dreams can be so powerful that they become real."

**********

Twilight woke up with a start, tears streaming down her cheeks and her eyes were pink and puffy. She used magic to levitate a tissue and cleaned her face off. "That was horrible," she whimpered while Spike slept on. "Good to see somepony had a good sleep," she muttered with minor annoyance as she got out of her bed and went to the kitchen for a glass of water. Her throat was parched. "Twilight?" Starlight asked tiredly as the pink unicorn came into the kitchen.

"Can't sleep either?" Twilight asked as she took her drink. "Actually I slept... okay? I think, anyway," Starlight looked sheepish and Twilight raised an eyebrow. "Well, I dreamt that I was the Princess of Friendship," Starlight admitted and Twilight's eyes widened as she spit out her drink, spraying it all over Starlight. The now drenched unicorn looked unimpressed. "Sorry, it's just... I had a nightmare," Twilight admitted. "About?" Starlight asked. "Well, Discord gave you, Trixie, and Sunset Shimmer a pair of wings and you were wearing my crown," Twilight admitted. "Huh, maybe Discord set up some kind of dream prank," Starlight said. "I don't think he has the power over dreams, even if he is a Draconequus with chaotic powers," Twilight said. "Luna doesn't seem like a prankster, though," Twilight admitted. "Maybe just a coincidence," Starlight said with a shrug before leaving. "But she was so real," Twilight said, thinking about how she saw a black furred Unicorn that had looked a lot like her, but a lot darker and without wings. Twilight knew she would have to go back to sleep. "Maybe Luna just had a dream issue," Twilight said, though she was secretly itching to hope so. She sighed like Cadence taught her so she didn't let her paranoia get the best of her before she returned to her bed.

"Let's hope for a nice quiet dream with books," Twilight smiled at the thought. "Maybe the library in the Castle of the Two Sisters," she said hopefully. She fell asleep, unware of the dark shadow that resided in the corner of her bedroom. Her purple eyes twinkled with sinister delight. "Yes, definitely the Castle," Dark Sparkle chuckled evilly as her horn glowed with magic, her eyes turned green, and purple swirls formed around her eyes. She grinned all the while.

~the next day~

The Mane 6 were sitting at the Map with tired expression, some of them with their eyes still pink and red rimmed from crying and their throats scratchy and voices hoarse from the screaming. "I'm guessing none of you slept well either?" Twilight asked as Spike gave them tea. "Ain't that the understatement of the year," Applejack muttered, massaging her neck where the phantom bite still resided. She shivered as she remembered the claws, which were supposed to be hers, and what they did to the Apple family. Her family. Big Mac, Granny Smith, Applebloom, and even Winona, especially. "I was up all night and I didn't want any of the animals touching me, not even Angel," Fluttershy said in a voice that was more quiet than usual. "Not even Angel?" Starlight asked with shock and Fluttershy's eyes lowered. "I never thought I would not want to see my parents other than the fact that they were embarrassing," Rainbow Dash said quietly. "Your parents?" Fluttershy asked with confusion. "You know how supportive they are, overly too, and we got past that, then that dream was worse than the last one with the Tantabis," Rainbow Dash said vaguely, not wanting to dive into details. "So why did we all have nightmares? They were nightmares, right?" Twilight asked and the mares looked away. "Why didn't I have a bad dream? Well, other than what it was," Starlight said sheepishly. "Well, I certainly slept well and have lovely dreams," Trixie said boastfully as she approached the Map. "Good for you," Twilight muttered with annoyance.

"What'd you dream about?" Starlight asked. "Well, I had these beautiful large wings, making me an Alicorn, and then I had a lovely crown on my head," Starlight and Twilight froze. "Jeez, don't look so creeped out," Trixie said with a raised eyebrow. "I had a dream just like that," Starlight admitted. "Ooh, Dream Buddies!" Trixie said, hugging Starlight's face. "And I had a dream that I lost my wings and my crown!" Twilight yelled before clutching her head with pain, as did the other five. "Twilight, please... not so loud," Rarity whined slightly. "Jeez, don't get your feathers in a twist, probably just a coincidence," Trixie said with a huff. "Someponies," the blue unicorn said.

"It's not really a coincidence that we would have the same dream and Twilight would have the opposite dream, and then the others had nightmares," Starlight said. "Someponies have nightmares and others don't. I'm pretty sure Princess Luna said that dreams are often the result of either your greatest fears or your greatest desires," Spike said simply as he flew over their heads. "Maybe, but still. Your greatest desire is being the Princess of Friendship?" Twilight asked. "It'd be nice," Trixie said idly. "I think it used to be, so maybe it's just my past haunting me," Starlight said awkwardly. "Well, to make sure, we should tell each other," the others shook their heads. "So then your greatest fear is what we shared in common?" Twilight asked and they nodded. "Princess Celestia didn't like my dress," Rarity said, bordering hysterics. "Seriously?" Rainbow Dash asked with boredom before she turned shocked at Rarity's glare. "You didn't know what it was like to see the absolute disgust on her face! She ripped it apart and threw it at me! You all insulted me! You especially!" Rarity sobbed. "I kinda know what it was like to see her disgusted face," Twilight admitted quietly. "She told me I was a failure for a student and then Discord took my wings and put them on Starlight, Trixie, and Sunset Shimmer. Then Starlight took my crown," Starlight looked hurt. "I'm not trying to say that I don't have faith in you!" Twilight defended as tears welled up in Starlight's eyes. "I thought we were over that, but I guess not," she said before walking out, Trixie following behind her.

"She'll come around, eventually," Spike said sympathetically. "I hope so," Twilight said with a sigh. "What'd you dream about?" she asked Fluttershy. "The animals started attacking me and Discord and nopony else liked me and while I know that you all know that I am weak and helpless, it still hurt to see you all insult me," Fluttershy said. "Laser Dash ruined perfectly good pies," Pinkie muttered and they all stared at her with annoyance. "Your greatest fear is Rainbow Dash hating your pies?" Twilight asked. "It wasn't just that, none of you liked me anymore. Nopony in Ponyville did," they frowned. "Sorry, sugarcube," Applejack said as she patted her hoof on Pinkie's back.

"What'd you dream about, AJ?" Rainbow asked. "Well, I, uh... what is said don't leave this room! Ya hear?" Applejack glared and they all promised. "Well, y'all remember Spike savin' me from the Timberwolves and well... this time they attacked the Apple family reunion and I got bit by one of the varmin," she said, tears welling up in her green eyes. "What's so bad about getting bit by a Timberwolf?" Rainbow asked and both Twilight and Applejack glared at her. "Timberwolf bites are extremely infectious. Lycanthropy. Anything they bite gets turned into either another Timberwolf or a Timber Creature," Twilight explained. "I started hurtin' my own kin! Big Mac, Granny, Applebloom, Winona, Braeburn, all of 'em," Applejack was turning green at the thought, about to be sick. "So, why all the nightmares all of a sudden? And why did Trixie and Starlight have dreams about becoming the Princess of Friendship?" Spike asked and nopony had the answer.

"They were just dreams, though, right?" Fluttershy asked. "I'm not sure, they felt so real," Twilight said quietly. "I failed everypony. The windows in the Canterlot Castle were the victories of our enemies, not us. Nightmare Moon defeated Celestia. Sombra overtook the Crystal Empire. Chrysalis and her Changelings. Starlight and ponies without Cutie Marks. Discord and his chaos. Every enemy we ever faced, even the reformed ones, had won," Twilight blinked. "But there was one that didn't happen before, it was all of us but with black fur, sparkling flowing manes--" Rarity sighed. "Like Princess Celestia's and Luna's?" she asked and although Twilight rolled her eyes, she nodded. "And our pupils looked like Nightmare Moon's. Slitted," she said. "A dark version of Cadence was there too but her Cutie Mark, the Crystal Heart, was red instead of blue," Twilight explained. "Rainbow's wings were also bigger and pointed," Rainbow looked slightly smug at that one. "And the cloud on your Cutie Mark was black," Twilight said. "You sure take a lot of notes," Rainbow said with amusement and Twilight shook her head. "The point is, they were all bowing to Nightmare Moon," Twilight said. "So what does that mean?" Spike asked. "I don't know. Nothing good, obviously. I just hope it doesn't mean Nightmare Moon is coming back," she said. "Luna won't turn into Nightmare Moon again," Spike said firmly. "Remember how she and Celestia had the friendship problem? Starlight fixed it," Spike said. "Still, though. I don't want to jump to conclusions and hurt Luna's feelings for nothing, but that had to mean something. Didn't it?" Twilight asked and nopony had an answer. "If it happens again, then we'll ask her about it. If it doesn't stop and Luna does seem to be going back to those ways, then we'll tell Celestia and at least this time we have Discord and the Elements and the Pillars," she said. "It was just a dream though, it wasn't real," Fluttershy said quietly but Twilight wasn't so sure.

Author's Note

Any fellow fans of Supernatural?

Any fellow fans of Nightmare on Elm Street?

Chapter Four: The Times, They Are A Changeling

"While I do appreciate the idea of building an army, I do not understand why it has to be here," Chrysalis growled, glaring at the Crystal Empire. Nightmare Moon gave her the location, though the feeling of love was great, and Chrysalis licked her fangs in hunger. "'The Crystal Empire has the most love than any other place in Equestria, my Queen,'" Chrysalis said, failing at an impression of Nightmare Moon. "'Go there and pose as a Crystal Pony, my Queen,'" Chrysalis muttered curses under her breath as she transformed. Her coat turned silver with a dark mane that was ebony with a midnight blue streak in it and her eyes turned teal. Her Cutie Mark was a black masquerade mask, which she found ironic. She was also a unicorn.

"Masquerade Mare, Mysterious Mare," Chrysalis shrugged. Nopony would suspect her of anything. Though she did need a name, she supposed. She walked easily into the Empire, nopony suspecting anything at all. How easy was it to sneak past the Empire Guard? Pitifully easy. Mostly because ponies were celebrating Flurry Heart, again. Chrysalis found it to be an abomination and an outrage. At the same time, however, she found the presence of the filly to be quite... tasteful. The love surrounding the filly was astounding as it was empowering. She fed on it easily despite the fact that it wasn't directed to her.

Shining Armor and Cadence were taking the filly for a stroll, all of the Crystal Ponies basking in the filly's presence. Brat. Chrysalis thought. "Are you alright?" Cadence asked and it took Chrysalis a second to realize the question was directed to her. Had she been openly glaring? She put on a fake smile, one that they bought.

"Only a tad bit jealous," she said, her scorn hidden and Cadence smiled brightly while Shining Armor looked the other way. Chrysalis, now Masquerade Mare, raised an eyebrow.

"Well, here you go," Cadence said, levitating the filly with her magic towards the Changeling Queen.

The closer the filly came, the more love Chrysalis devoured easily. The filly giggled and cooed as it hugged Chrysalis's face. "I don't believe we've properly met, who are you?" Cadence asked.

"Masquerade Mare, from Canterlot," she greeted with a false smile on her face. She wanted nothing more than to feed on the love of these three until they felt nothing for even each other. Cadence especially. Shining Armor, Cadence, Twilight Sparkle, Starlight Glimmer, and Spike were the reasons why her Changelings turned on her. Afterwards she would go after Thorax, in front of all the Changelings, and if any dared to defy her again... they'd end up no differently than Thorax.

She knew she was a lovely mare in this form. Her mane was glossy and shiny, combed and tied in an elegant bun with strands falling just around and above her eyes. Her teal eyes glittered like diamonds. Before she realized what was happening, Cadence had strolled away, the filly and Crystal Ponies following her around like sheep and a shepherd.

"You seem... tired," Chrysalis said with a raised eyebrow, noting the bags underneath Shining Armor's eyes.

"It's just... fatherhood and Cadence..." the former Changeling Queen blinked with shock.

"I suppose I can imagine that fatherhood would be difficult, but you are still the Prince of the Crystal Empire. You of all ponies should have it easy," she said and Shining Armor's frown deepened.

"Not really. Cadence always leaves me with the baby when she goes to the spa. I mean, I should be happy, right? It's my daughter it's just... hard. It'd be one thing if she was just a unicorn, they always use their magic to play and do whatever comes to mind. But the wings are harder to keep track of and then she disappears nonstop," he said and she almost, emphasis on almost, felt pity for the exhausted tone in his voice.

"You should rest more," she said. After all, it would be no fun to gain victory that easily.

"I can't. With maintaining the Empire and the Royal Guard... the baby and Cadence... she... she got mad at me this morning and I don't know why," Masquerade Mare raised an eyebrow that looked sympathetic.

"Did she say why?" she asked.

"Something about how I never appreciate her and never pay her any attention... how am I supposed to when all she does is go to the spa and leave me with the baby? It's like she doesn't want to deal with Flurry Heart's premature magic," Shining Armor sighed heavily. Chrysalis could feel the exhaustion pouring off him in waves.

"I thought you loved her," she said, remembering how strong she had become after feeding off Shining Armor's love for her. Strong enough to take down Celestia herself.

"I do... but it feels like that spark is gone," she looked through his memories and sure enough, Cadence had single-hoofedly destroyed it. Well, not destroyed per say but more like-- "I love her but I don't think I'm in love with her anymore," Shining Armor said, bordering tears.

"Well, you'll always have a friend in me to confide in," she said as she bat her eyelashes.

"My problems shouldn't be your problems, I don't even know why I told you this," Shining Armor said quietly.

"Because during times like this you need a friend," Chrysalis said. "Plus, I feel like if you told your sister, she would blame you and jump to Cadence's defense," she said and Shining Armor sighed.

"I know Twilight would do that," Shining Armor said quietly.

"Though didn't she try to help you with the issue during your wedding and you all snubbed her or something?" Chrysalis asked and Shining Armor looked guilty.

"I never wanted to talk about that again. I was under Chrysalis's magic and we all turned on her like a pack of Timberwolves," Shining Armor sighed again.

"Between you and me, I think that'd be another reason why Twilight would take Cadence's side," he said sadly.

"If you're not happy then you shouldn't stay in a loveless marriage," the irony that it came from her.

"I can't give up on Flurry Heart though, or the Empire," Shining Armor said before he smiled, though it was sad. "Thanks for listening, I guess," he said as he scratched the back of his neck.

"That's what I'm here for," she said with a smile. "If you ever need a babysitter and Twilight isn't around, maybe to find that Spark again, then let me know. I just love fillies!" she said cheerfully and Shining Armor chuckled.

"I'll keep that in mind," he said with a nod. "Thanks again, um..." he looked sheepish.

"Masquerade Mare," she said and he nodded.

"Thanks, Masquerade," he said before walking away.

"Well, that certainly puts a change in plans then doesn't it?" Chrysalis hummed as she skipped away. Nightmare Moon's idea had been to take the place of the filly and put her into a slumber so that the dark Alicorn could feed off her love. That could still work, but all Chrysalis needed was a little more time. She had ideas of her own.

**********

"There's so much love around here, it's unsettling," Chrysalis said, now in her Changeling form, as she and Nightmare Moon wakled along the path that led to the Crystal Heart. The Changeling was dreaming of course, but Nightmare Moon had been able to replicate it. The Crystal Heart wasn't the real heart, not in her dream, but it felt like it.

"So Shining Armor is unhappy in his marriage because Cadence just loves the spa and only pays the filly attention when it suits her. That's pathetic," Nightmare Moon mused.

"I almost feel sorry for the brat," Chrysalis muttered before realizing something was... off. "Have you been crying?" the Changeling asked.

"Of course I have, I have a mixture of emotions in my chest and it is just horrible," Nightmare Moon said bluntly.

"Your answer was unexpected," Chrysalis admitted.

"I told you, I would never lie to you, my Queen," Nightmare Moon said.

"I was a Queen," Chrysalis muttered.

"And you will be again. You grow stronger with the love I feel for Luna," Chrysalis nodded.

"Yet you felt a strike to your heart not that long ago. Admittedly, it is surprising to feel such love and pain from a creature such as yourself," Chrysalis confessed.

"I may be a creature made by the Darkness, but I also came from Luna's envy. I suppose you could say the Darkness created me from her envy for her. It is complex, but simple. One does not spend a thousand years plotting and planning revenge and vengeance for nothing," Nightmare Moon said with a small smirk. "No matter, though. My Night will see things the way they really are. I know she will. She already does, but she suppresses it," Chrysalis felt the love wash over her like a tidal wave. Nightmare Moon's feelings weren't fake. They were as real as Shining Armor's had been for Cadence all those moons ago. At the same time, however, Nightmare Moon felt heartbreak.

"It hurts you to be shunned by her over Celestia," Chrysalis didn't ask because she knew.

"Very much so," Nightmare Moon confirmed. "No matter, though," the dark alicorn repeated. "I need you to do me a small favor, Masquerade Mare," Chrysalis rolled her eyes at the amusement in Nightmare Moon's voice. "Learn what you can about King Sombra, if you can at all. I know the wretched Crystal Cowards would rather forget than remember. It will be their downfall as it will be used to our advantage," Nightmare Moon grinned, baring her razor sharp teeth and her fangs. "The times, my Queen, they are a changeling," Chrysalis rolled her eyes.

"The plan remains the same to capture the filly and put her into a sleep so that you can feed off the energies of her dreams and I can take her place," Chrysalis said. "But at the same time, wouldn't it cause more discord between the two if the spark that Cadence single hoofedly squashed was reignited between Shining Armor and another mare?" Chrysalis asked with a bright grin.

"You can take the love out of the Changeling, but you can't take the Changeling out of the love," Nightmare Moon said.

"I don't believe you used that correctly," Chrysalis said.

"I believe I used it perfectly. If that is what you want, then we've got all the time in the world. I've waited a thousand years, what's a little more time?"

Chapter Five: A Tale of a Shadow

Nightmare Moon shivered from the harsh, bitter cold. Not only was Sombra's dark aura so close, but the Windigos were still in a flurry of anger. No pun intended. They had been shoved even farther north because of the power of the Crystal Heart. Nightmare Moon really didn't care for the Empire, as long as Sombra or whoever would be ruling it abided by her terms. Chrysalis most likely would not betray the only pony who ever helped her in her time of need, actually helping her, and the term was in fact; the enemy of my enemy, is my friend. The other 'villains' as the biased ponies called them were the enemy, the ponies were Nightmare Moon's enemy, and the former was her friend. Or ally. Whichever. She remembered Luna's visits to the Empire to see Sombra. It wasn't love per say, but Luna did find a fascination in the dark magic just as Sombra did. He was gifted with an affinity for dark magic just as Luna was born into it. He was devoured by his own shadow, which led to the fall of the Empire, and again he was defeated by the Crystal Heart, but he had still yet to be destroyed.

The Elements of Harmony were known to reform and rehabilitate, an example was when they cast Nightmare Moon from Luna, and the Crystal Heart was the prime example of love itself. Beautiful and powerful, but it also could destroy. Sombra's physical form had been destroyed, but his shadow had not.

Bitter winds slapped her face as she wrapped her wings around herself for warmth. In reality, she was technically still in the dream realm while Chrysalis was sleeping. She was already the personal guest of Princess Cadence and surprisingly Cadence found her to be quite trustworthy. Enough to let her watch Flurry Heart and yet she and Shining Armor still didn't do couple things together. Nightmare Moon grinned at the thought. Nightmare Cadence had done well. You'd think that Cadence would want to do more couple things with Shining Armor because of the nightmare, but if she seemed to clingy then well... mares were easy to fool. Painfully so.

Chrysalis sleeping allowed for Nightmare Moon to travel outside the dream realm, though this was when she was at her most vulnerable. She could easily be cast back or even destroyed in this form. "Who are you?" a cold, no pun intended, and harsh voice demanded. She looked up and saw three Windigos circling above her head. She didn't let her fear show when her hooves became chilled as they were enveloped in blocks of ice that were slowly traveling up her legs.

"It is I, Nightmare Moon!" she called.

"The dark side of the Alicorn Princess?" one of the Windigos whispered, their voices like the dead breeze in a frozen winter. Quiet and bitter.

"I am searching for King Sombra of the Crystal Empire," she knew she was treading thin ice, though the ice around her legs was thicker than a dragon's hide now. They hissed in anger and the temperature dropped lower. The only reason she hadn't frozen already was because she was in the dream realm.

"What do you search for the Shadow for?" the second whispered directly in her ear, its horselike face filled with suspicion.

"I seek assistance and offer my allegiance, in the hopes of retaking the Crystal Empire," they stood to their full height and the wind stopped briefly.

"You search for retaking the Empire?" the third inquired.

"The northern parts of Equestria are the birthright of all Windigos, the children of Aurora Borealis and the North Wind. It was the creation of the Crystal Heart that took it away," they hissed.

"Much to warm," one of them whispered.

"I offer an alliance to whoever listens. The Shadow, yourselves, and anypony else who desires for things to be the way they were before the reign of Celestia," she said.

"Luna was her sister, and you are Luna," one of the Windigos pointed out.

"I am the dark side of Luna and I do not serve Celestia," she growled before collecting herself. "The allegiance requires the outmost loyalty and honesty without the chance of backstabbing. In exchange, we stay away from the Crystal Empire and the northern territories as long as you stay away from ours unless we negotiate further," she said.

"And why should we trust you?" the Windigo questioned.

"You should trust me because I won't turn on you like Celestia and like you, the Crystal Heart would easily destroy my existence," she said. "My only intention is retaking Equestria. The Crystal Empire will be yours and Sombra's. I know of your allegiance with him as well," a dark chuckle made her smile as a ebony colored shadow formed in the arctic clouds.

Although it was purely shadow, she could see that it had a curved and pointed horn, sharp teeth and fangs, and purple swirled around its eyes. "Nightmare Moon," Sombra's voice greeted.

"Shadow of Sombra," she bowed the best she could, though she did not extend her wings out of self-preservation.

"Release her, my friends," the Shadow said and the Windigos pouted and did so. She stretched her hooves, grateful for the return of the feeling in them. "Reall though, an allegiance? We only ever dreamt of such things millenia ago," the Shadow said.

"The irony truly is amusing," she said as she rolled her eyes. "And now, it is quite possible. You are allied to the Windigos and the Northern territories are both rightfully yours and theirs. You had no trouble sharing it, then and now," she said and he grinned.

"We are friends," the Windigos nodded, though they were still skeptical of her.

"I have allied myself to the Changeling Queen and she knows of this plan. Already we have created distrust among the Six and the Pillars are exploring their homes of Equestria. If we can obtain the power of the Tree of Harmony, there will be no problem. The Elements as well," she said.

The shadow nodded. "What of the Chaotic one?" he asked.

"Discord will not be a problem, not if Fluttershy's dark self comes out as well," she wanted both sides of Fluttershy to come out rather than the weakling Pegasus she really was. Flutterbat and Nightmare Fluttershy, both.

"I understand," the Shadow said. "However, I cannot do to much without my form," he said.

"It will not be a problem. I suppose... Shining Armor would do nicely, wouldn't he?" Nightmare Moon said with a grin. "You remember the couple who were responsible for your demise? Oh, they're in for quite the surpise," she cackled with delight as her mane began spiraling in circles, forming a dark cloud over her head. Soon enough, the Shadow joined in as the Windigos danced around them. "The Shadow King returns," she said, pure joy written on her face as the shadow enveloped them all. His kingdom had been taken away from him once, but now it was his time to reclaim it.

Chapter Six: Sweet Dreams

"Timberjack really does compliment Flutterbat? Doesn't she?" Nightmare Fluttershy said as she and Nightmare Applejack stared at the dream bubbles belonging to Fluttershy and Applejack.

"In a way, sugarcube," Nightmare Applejack couldn't disagree.

"So, should I throw a little bat in there this time? I'm at a bit of a crossroads. Nightmare's Block," Nightmare Fluttershy said and Nightmare Applejack rolled her eyes.

"I'd go with somethin' ol' Flutters feels for deeply, like a ugly little draconequus-- OW!" the Earth Pony massaged her head where the Pegasus had struck her with her hoof.

"He is not ugly, he is chaotic!" Nightmare Fluttershy said with a stern glare.

"Yeesh, no need to get your feathers in a twist," Nightmare Applejack said with a grimace.

"So... perhaps if Discord met Flutterbat? Nightmare Moon said she would exist, it would add to our numbers, elevate their fears, and possibly assist in turning Discord to our side. The Tirek incident will undoubtedly be difficult to come back from, but I have hopes," NightmareShy said as she began flapping her wings and shadows enveloped Fluttershy's dream, turning it into a nightmare.

"I'ma gonna go with another round of Timberjack, but maybe a little more... juicy," NightmareJack said with a grin.

"I really hope you were talking about apples," NightmareShy said with a grimace of her own and NightmareJack shrugged as she clapped her hooves together, the shadows enveloping Applejack's dream bubble.

"See y'all on the other side," she said as she jumped into the bubble.

"Don't use the same thing to much or else it loses its meaning!" NightmareShy said and she heard the Earth Pony's laugh echo in the darkness.

She smiled and sighed with contentment as energy poured into her in waves. It was like being the pony in the green and red sweater with the burn face and the dark brown hat. With a side of the sharp fingered glove that he wore on his hoof, never said it had to make sense. The energies just flowed over her in waves. "One little Pegasus is quite fun to mess with, but taking on a draconequus will undoubtedly be a challenge," she said with a grin as she changed her form.

Her coat turned from ebony to buttermilk creamy and her pupils turned round and sadly, in her opinion, she grew shorter than she was. She looked exactly like the real Fluttershy. She smiled as another dream bubble floated near her. Inside she saw clouds made of cotton candy that rained chocolate milk.

She leapt into it and actually laughed at the feeling of stepping into soapy roads. His powers were beyond the comprehension of anything else in Equestria, and yet... to think that he would only use his power in one small pocket dimension he created. He could not only have all of Equestria, but other magical realms. Possibly the realm with the humanlike creatures, where they were forbidden to go, but still! The power he could have! The power he did have!

"How about some long legged jackalopes?" Discord actually jumped and turned his entire head around, much like an owl, and his eyes were wide with shock before he actually smiled and righted his entire body.

"I like the sound of that!" he snapped his lion fingers and a herd of jackalopes began running through sweet apple acres, where the apples were turning into caramel.

"I guess you really bring the sweet to sweet dreams," Fluttershy said as she watched the chaos unfold.

Fireworks shaped like Cutie Marks began erupting into the sky. "I guess I do," Discord said boastfully.

"To bad it has to be limited to just dreams though," she said.

"Not at all, my dreamy companion," she rolled her eyes at the pun, though she was smiling. Discord was grinning as he ate paper and drank the glass rather than the milk. "My own little dream bubble and my own little dimension," he said with delight.

"Yes, how little," his ear twitched and his face turned confused before he grinned again.

"I can make it much bigger!" he said before snapping his fingers.

"So can I!" Fluttershy said and he blew a raspberry.

They were standing on the Eiffel Tower in Maris, Prance. "Ooh, how romantic," Fluttershy teased and Discord's gray cheeks actually turned pink.

"Well, yes!" with a flash of white magic, Discord was wearing a black beret, had a thin but curled mustache, was wearing a red ascot and a black and white striped long sleeved shirt. "Oi, for you my, Douceur," he said with an accent as he offered her a red rose. She smiled as she held it in her hoof. "Think you can out-romance me?" he challenged.

"Mhm," she tapped her hoof to her chin before two of her feathers acted like fingers and snapped.

With a flash of magic the two were sitting at a table with a white cloth and a plate of spaghetti between them. A tall and lanky Earth Pony with a chef's attire was playing an organetto while a squat and plump Earth Pony with a similar attire and a thick, black mustache was singing. "Mare and the Tramp? Are you saying something?" he teased.

"Romantic?" she asked.

"Oi, of course, but--" he snapped his fingers again. "You cannot beat this!" the two of them were in a ballroom and she realized she was in a powdery blue dress similar to...

"Marederella?" she asked with a raised eyebrow as she saw he was wearing the same suit as the Prince.

"Romantic?" he asked.

"Mhm... what could be more romantic?" she asked before her feathers snapped again.

They were sitting in a boat in a lagoon as fireflies swirled around the boat and a Mareaican accent was singing, and it was coming from a little red crab. "Little Maremaid triumphs Marederella," she said boastfully and he tapped a finger on his chin. She could feel the energy coming off him in waves, and yet she also felt like a Changeling as she could feel the love coming from this creature. She held no ill feelings towards him.

"Wanna see a whole new world?" Discord asked with a grin.

"Perhaps," Fluttershy said as he snapped his fingers and they were soaring through the air within seconds, on a magic carpet with chaotic designs.

"So, mare of my dreams, has this been romantic enough for you?" Discord asked after the two had quoted and recreated multiple film and story related moments. The last one was from Beauty and the Beast.

"Very romantic, it's just a shame it's confined only to this dream bubble," she said and he raised an eyebrow.

"We could wake up and go to my dimension, though wouldn't be odd if I had a made up Fluttershy with me? Actually, that sounds really creepy," she was actually very hurt by his words.

"What makes you sure I'm not the real Fluttershy?" she asked and he chuckled.

"Darling, I've had this situation with Changelings already. You're not the real Fluttershy, you're much to romantic and while she does scare me sometimes... although she is very attractive when she does it..." she could see the dreamy, no pun intended, gaze in his eyes and she rolled her own.

"You were saying about she scares you?" she asked.

"Oh, she scares me because when she's not being held back by her six little friends, she is a force to be reckoned with!" he said and she was curious.

"You think they hold her back?" she asked.

"But of course! Honestly, Rainbow Crash does nothing but boast about how she's the fastest flier in all of Equestria and those wretched bullies tormented Fluttershy! Heck, someponies still do!" he said and she could sense the passion about this topic. "And even if she may have gotten a little carried away, Rarity was still the pony to ask her for assitance with that ridiculous boutique," he added.

"Discord, you would never say these things if you were awake," she pointed out and he shrugged.

"You are a dream Luna conjured, albeit an enjoyable and lovely one, but a dream nonetheless," she felt a twinge of annoyance.

"Says who? Luna? She's not here, I could be the real Fluttershy who maybe asked a little Alicorn of Dreams to give me a boost," Discord blinked before he flushed pink.

"Uhm," he stuttered on his words.

"We'll both remember this and I'm glad we will, you aren't wrong and honestly how is it fair that your magnificent power be confined to dreams and a pocket universe? You could waste your time, of which you have a lot, on ungrateful ponies, which you already do, or you can be doing fun and romantic things in the real world," she said and Discord frowned.

"I went down that road once... wait... twice... thrice... third time is a charm and I am done with that. Even without the Elements, I don't trust the Pillars and I won't betray Fluttershy twice," he said with his arms folded over his chest.

"Dissy, I am Fluttershy. Don't you know that the subconscious will tell all secrets? A sleeping pony's words are a conscious pony's thoughts," she said and he looked surprised.

"You... want me to spread my chaos? What about those ponies?" he asked.

"Without the Elements, like any of us could take you down," she said with a roll of her eyes and she could feel the pride welling in him.

"Well, I am the only being that has phenomenal cosmic power that defies the very fabrics of reality," he said with a smirk.

"Exactly, besides, like I can say much about having a side that likes to let loose sometimes. I can't create chaos in the awake world, but I still have an obsession with apples," he raised a confused eyebrow. "It's... a Vampire Pony Bat... thing..." she said.

"Ah, yes. That! I would have loved to see you as a Pony Bat, very... vampiristic and... mysterious," he said with the same dreamy eyed smile.

"Maybe one day you will," she said. "Think about it, Discord. All that power and I won't ever use the Element of Kindness against you, because I want to join you. Ponies are so ungrateful," he huffed.

"They really are," he said.

"And pushy," she said.

"And feathery," he added.

"To much pony, not enough chaos," these were really her own thoughts after seeing all of Fluttershy's memories and existing outside of Fluttershy's mind. She would be a real mare soon enough though, that was a promise.

"Maybe, but..." Discord was smiling before he frowned.

"I trust you'll make the right decision," she said as she patted him on the lion's paw before she disappeared from his dream bubble, mostly because it popped, signalling that he was awake. Well, Discord may be awake but NightmareShy would still wait for the next chance. Dream on, as they say.

**********

Cadence was screaming out as she writhed in her sleep. "GET AWAY FROM THEM YOU MONSTER!" she screamed at Chrysalis who was getting much to familiar with her husband.

"You weren't lying when you said she was quite... obsessive and... demanding," Chrysalis said as she rubbed her cheek against Shining Armor, who did not object and actually returned the gesture.

"Why would I lie to you, my love?" Shining Armor asked and Flurry Heart giggled as she hugged the mare she called...

"Mumma,"

"Really adds to the flow of Masquerade Mare, she'll probably get all clingy and weepy," Nightmare Moon complimented and Nightmare Cadence smiled.

"I thought so, as well, Princess," she said as the nightmare continued.

"Not really much of a sweet dream, though," Nightmare Moon said and Nightmare Cadence rolled her purple eyes.

"There are better things to torment a pony's dreams with than exploding pies and cakes and cupcakes... and..." Nightmare Cadence's eyes widened with surprise.

"Fanfiction is the epitome of evil, and disturbing content not allowed for fillies and colts, and Pony-fiction is worse," Nightmare Moon said and Nightmare Cadence nodded in agreement.

"Is that a thing?" she asked.

"Somepony made it a playable thing," Nightmare Cadence's lip quirked.

"I'm not sure to be disgusted by the mental imagery the words give you or... the videos of it or even the game..." she said.

"Pinkamena might be the scariest of us all," Nightmare Moon mused.

"Very much so... and... that poor Gryphon..." Nightmare Cadence said.

"Well, I suppose it probably tasted like chicken," Nightmare Pinkie Pie said as she whistled an eerie tune.

"Really?" Nightmare Cadence asked as the Earth Pony walked away.

"What? It's catchy and creepy!" the pink haired mare defended.

"Next thing you know it'll be In the Hall of the Mountain King," Nightmare Cadence said and Nightmare Moon raised an eyebrow. "What? It's catchy and creepy," she said and Nightmare Moon rolled her eyes.

"So Chrysalis is created distrust between Cadence and Shining Armor, with your assistance. Undoubtedly Starlight is offended by Twilight Sparkle, and Trixie will support Starlight Glimmer no matter what. Rainbow Dash... a bruised ego. Fluttershy, a scared little filly who can't even take comfort with her animals. Rarity, overly vain and devastated over dresses. Applejack, scared to be around her own family and the forests. And Pinkie Pie... I don't want to know," Nightmare Moon sighed.

"Whose next on your little list?" Nightmare Cadence asked as she absorbed the energies from Cadence's nightmare.

"We have the Shadow of Sombra as well as the Windigos and undoubtedly Discord will be thinking about Fluttershy's intentions," Nightmare Moon was smiling. "The Great and Powerful Trixie wouldn't be such a bad name and... I want Chrysalis to get ahold of the Alicorn amulet, it may corrupt the user but how could we be anymore corrupt?" the shorter Alicorn nodded. "Tirek would be quite useful if he can be released from Tartarus, though we would be at great risk if he dared to oppose us and take our power away," she said thoughtfully. "Especially if he got his hands on the power of the Pillars... but the dream realm is far superior and even all powerful creatures like such have to sleep sometime," she said with a cruel grin. "Sunset Shimmer was a powerful entity in the alternate dimension when using Twilight's crown for her own intentions, convincing her will be the only challenge," Nightmare Moon held a twisted grin. A forked, prehensile, serpentine tongue flicked out and licked her fangs. "I love challenges," she hissed.

Author's Note

Ok, I don't speak French but I know a little bit. Most of that was Google Translate so if it was wrong... oopsie. Also there are reasons for this one