The Sleepless Horse

'All of that crying must've really taken a lot out of the squirt...' Rainbow thought to herself, while watching the sleeping filly across from her.

'Poor kid...'

She then let out a yawn before laying down herself and didn't realize how tired she was herself, until she closed her eyes.

The landscape reminded Rainbow Dash of the fall, specifically Nightmare Night, thanks to the dark sky and full moon above, the trees around her were dead with branches like claws reaching up towards the night sky, as if trying to grab any creature unfortunate enough to fly by.

While she wasn't entirely sure, the grim scenery reminded her of the Everfree forest, the home of some of Equestria's nastier creatures like Hydras and Timber Wolves with clouds that moved all on their own.

She took a step forward, but her heart skipped a beat as she heard loud CRACK! from beneath her hoof, she lifted it to reveal a broken twig and chuckled to herself, feeling like an idiot for being startled by a-

"HEEELLPP!!"

A voice screamed from deeper within the forest, Rainbow jerked her head up to see Scootaloo running towards her frantically.

"Scoot! What's wrong?"

She slid to halt before she could crash into Rainbow Dash, her face covered in hot tears along with scrapes and bruises.

"It...it's him!" she shouted.

Before she could respond, they were interrupted by a whinny cutting through the night air like a knife, as they looked to see a large black stallion standing on his hind legs, with the front ones rolling in the air.

He was wearing what looked like chains around his muzzle and shackles on each leg, his eyes were blood red and his tail and mane were flaming versions of the same shade, his black wings also spread out revealing that they had lost some feathers with a few bones sticking out and a gaping hole through the other.

"The Sleepless Horse is...a Pegasus?" Scootaloo exclaimed incredulously, forgetting her fear momentarily.

"I don't care what he is!" Rainbow Dash shouted, "He's going down!"

He then came back down to the ground, standing on all for legs, and they both realized with dawning horror that the bones from teeth and bottom jaw on one half of his face were exposed, as he breathed a fine mist expelled from his mouth and nostrils.

"Rainbow Dash..." it spoke, although she didn't see his mouth move.

"You are extremely gifted, creating a Sonic Rainboom while being just a filly is truly impressive feat, indeed." he continued, before turning his head towards Scootaloo's direction, who was holding onto Rainbow Dash desperately, shaking.

"Far too gifted to be associating with this flightless piece of trash..."

"R-rainbow?"

"Get behind me, Scoot." she commanded.

"It's a shame, really...a Pegasus who isn't able to fly is just as worthless a filthy Earth Pony." he mused.

"What do you want?"

"Want?" he repeated, "I want you Rainbow Dash...you and I are so much alike, after all."

thI'M NOTHING LIKE YOU!" she shouted angrily.

"Oh, no?" he asked, "We have the same attitude, the same drive for greatness-to be the very best...and you very well could be if it weren't for your so-called 'friends'."

"What's that supposed to mean?" she demanded.

"They're holding you back-they see you're potential for greatness and it scares them so they sabotage you at every turn to make you feel worse about yourself."

"THAT'S A LIE!" she shouted.

"Is it? They all have in their own ways almost destroyed Ponyville or let their egos and individual talents get the best of them-yet, you're the only one the decided to show up and publicly humiliate, did they even make an attempt to talk to you beforehand?" he asked.

Dash was taken aback, the whole Mare Do-Well fiasco was still a sore spot for her.

"Even the one cowering behind you, completely abandoned you without a second thought-your Element of Harmony-your Loyalty has always been and always will be your greatest weakness, it's what keeps you tethered to everypony, no matter how much they abuse you."

"Yeah, but...I was...out of control..." she said the last part with uncertainty.

"Oh, really? Tell me then, did they even try to apologize?" he pressed.

"Well, no..."

"They're hypocrites they even complimented aspects of Mare Do-Well that they'd attributed themselves, just to rub salt in your wounds with no regard whatsoever for how you might be feeling, does that sound like something 'good' friends would do?"

"Well, no...but..." she knew that he was trying to trip her up, but for some reason she couldn't get her thoughts together and the more his words sank in, the more she felt they were true.

"And you're the best known flier in recorded Equestrian history, help defeat Nightmare Moon, Discord, Queen Chrysalis, King Sombra, and saved the Wonderbolts twice. And yet, they still refuse to let you join them...and do you know why?" he asked.

Rainbow Dash just stood there speechless.

"It's because Spitfire thinks your weak, in her eyes-only the strong survive, which was why she made Lightning Dust lead pony, which was why nopony supervised the tryouts, and she eventually made you lead pony after storming out of her office, by doing so you made her look weak." he explained.

"And how do you know this?" she demanded.

"Because," although his face couldn't physically convey it she could sense that he was grinning, "I visited her before you went to the academy, didn't she seem like a completely different pony to you?"

"Yeah, but I thought it was just because she was in a different environment..."

"You naïve foal..." he chuckled, "There's a reason she never recognized you or any of your talents-she learned that the fastest way to the top is by stepping on everypony else...why do you think Soarin' was mysteriously absent? She just had to break his wing so he couldn't steal her spotlight again."

"You brainwashed her!" she shouted, angrily.

"Guilty as charged, and I had to do the same with Lightning Dust as well, so you could see how your undying loyalty smashes everypony's dreams."

Furiously, she prepared to charge before hearing some crackling sounds coming from behind her, she stopped and turned to see large tree roots sprouting up from the ground and entangling Scootaloo.

"Rainbow Dash! HELP!" she screamed.

Taking off at top speed, she flew towards the Sleepless Horse at top speed, doing a U-turn at the last second, slamming her head into the hardened bark, but to no avail.

The recoil sent Dash rolling backwards onto the ground, before getting up to her hooves and shaking her head, in an attempt to rid the stars that had appeared in front of her eyes.

She then bucked it, before trying to pry it apart with her hooves, and when both of those failed, she tried gnawing on it to no avail.

The Sleepless Horse laughed hysterically at watching the two ponies struggle before a lase blast of concentrated magic grazed his left foreleg.

"WHAT!?"

From behind Rainbow Dash and Scootaloo came Princess Luna, who shot another laser at the bark which had entrapped Scootaloo, blasting it to splinters.

"Princess Luna..." his voice grew with increasing bitterness.

"I see that even after all of these years of confinement, you still haven't learned your lesson..." she replied, sternly.

"And neither have you or your sister-Equestria belongs to the pegasi, and yet, you put them on the same footing with Unicorn and Earth Pony? It's disgusting but, I've given up on you and now I've found somepony else to help me-Rainbow Dash."

"This has nothing to do with her-besides, she would never abandon her friends."

"Never is a long time, besides we have so much in common and Dash is a big girl-why not let her speak for herself?"

While the two were talking, Rainbow Dash was more focused on helping Scootaloo.

"Are you okay, squirt?"

"Y-yeah, I think so..." she tried getting up, but fell flat on her stomach again.

"It's alright, don't get up." Dash instructed, before laying down next to her a putting a wing around her as if it were some kind of shield.

"R-rainbow Dash...?" she stammered, "Please...please, don't leave me..."

"Don't worry, kid. I won't."

Suddenly what appeared to be a red flare shot up into the sky before exploding into a huge ball before raining down and flashing like fire works, before slamming into the dead trees below, breaking them into pieces with huge explosions as Rainbow Dash held Scootaloo tighter, trying to shield her from the destruction going on around them, the tip of Luna's horn began to glow indigo as a protective, magical dome encircled them.

After a few minutes when the explosions stopped, Luna lowered the field to see that the Sleepless Horse was gone.

"Coward." she spat, in disgust.