Author's Note: This story takes place one month after . It explains why Fluttershy and Rainbow Dash are a couple and adds context to this story. However, if you can simply accept that they're dating, it is not a required read.

-Story is Grimdark. Read at your own discretion!-

Chapter 1

"How does it make that sound?" A young filly stared hypnotized by the gentle music caressing her ears. The small box before her let out a harmony that reminded her of angels. The warm body next to her grew closer, nuzzling up against her.

"I don't know the details myself," an older mare's soothing voice swept through her ears as if the voice itself was trying to hug her. Her voice was soft yet delicate, "But it's just like an instrument. Every piece is finely tuned, so that when a cord is struck it plays a gentle note."

"But it only plays one song..." The young filly mused as she continued to stare, comforted by the warmth of the other with her. "And...it seems a little sad..." she leaned her head against the bigger body, resting against it.

"Yes, I suppose it does sound a little sad." The older mare smiled warmly, her long mane falling in the filly's face. The little filly giggled a little as the hair tickled her face, before moving it out of the way to smile at the music box, "But this music box is...very special to me." The older mare sighed happily.

"...I like it." The filly smiled happily, closing her eyes as she listened, the melody softly flowing through her ears. She couldn't help but think it was beautiful.

"Please never forget...that I love you..." The older mare's voice grew quiet with those words.

"I know mother...I love you too." The filly nuzzled against her mother happily. The older mare grew quiet as the filly nuzzled against her mother. There was a silence that filled the air, only being filled by the gentle and calming music from the box.

"...Mother?" The young filly broke the silence, but it soon returned. The chimes of the music seemed to slow down, drawing out each individual note. "...Mother..." she called again, lifting her head up to try and look at her mother. The older mare had suddenly grown quiet.

"Mother...say something..." The filly pleaded, pushing against her mother with her hooves, trying to get her attention. The mare's body felt like it was growing colder, wobbling a bit before falling over. The older mare lay on the floor, her hair looking like cobwebs on the ground, her coat growing dull, her unmoving form framed against the darkness of the ground.

"Mother!" The young filly cried pushing her hooves against her mother as the music box continued to slow down, each note ringing in her head that something was wrong. The filly moved her hands away from her mother and stared at her hooves, her blood covered hooves. The body of the mare was withering away, blood escaping from underneath her body.

"Mother...Mother...MOTHER!" The filly cried as tears began to stream down her eyes, shaking her mother's body to wake her, to tell her everything was alright. The music from the box died.

The body of the filly's mother turned to dust, as it vanished in the wind, leaving nothing but the blood that had been spilled.

The filly shook and cried, tears drenching her cheeks. She touched the blood stain on the floor, trying to feel any remaining heat that told her that her mother was still there.

The blood was cold, no sign of life to it.

The music box started to play music once more, but it no longer played the sad but beautiful song. The music box hissed a horrifying sound, as if bees suddenly filled the box. The filly looked up into the darkness, terror filling her core.

Red eyes gleamed as a presence made itself known. It towered over the filly as it drew closer, its body cloaked in darkness. The darkness itself flickered and flowed off of its body, its mouth opening revealing a gaping hole of white filled with jagged black. The presence of the creature crushed the filly, she couldn't move, she couldn't breathe, she was paralyzed by the very thing that stood before her. With a single swift movement, the creature closed the distance.

Its teeth sunk into the filly's neck, lifting her up and holding her as if a prize. Tears continued to stream down the filly's face, as the blood slipped down her body. The creature growled, before dropping the filly on top of the dust of her mother. The filly could do nothing but stare into the darkness of the world.

Even that darkness was soon fading, fading into a separate darkness.

The filly's vision was filled with the beast. Its jagged white mouth turned into a grin, as it once more, drew its teeth at the filly's face.

Fluttershy awoke with a scream. She panted heavily as she sat, staring at her pillow in the darkness, the covers hanging on her shoulders, her body soaked in sweat. The cool night air filled her burning, aching lungs. She put a hoof to her face, feeling the fresh tears that had been streaming from her face. She hiccuped softly as she tried to rub them away, still feeling fresh ones wanting freedom as well.

Something rustled under the covers next to her as she froze, turning as she heard the moan of something waking up.

"Another one?" Rainbow Dash groaned, sitting up from her spot on the bed, rubbing her eyes. "How many is that now? At least ten..." she let out a yawn, obviously still not used to being woken up in the middle of the night constantly.

"I-I...I'm....I'm sorry..." Fluttershy hiccuped, squeezing her eyes shut as she desperately tried to hold back her tears, her body shaking. "I-I...k-keep waking y-you up...I-I shouldn't...h-have asked you to t-try and comfort m-me..." Fluttershy stuttered her words, lumps forming in her throat as tears escaped her shut eye lids.

"Ugh." Rainbow put a hoof to her face. She shifted on the bed, before wrapping a hoof comfortingly around her marefriend's shoulders. Fluttershy leaned into Rainbow's chest and sobbed softly into her. "Come on Fluttershy, you should know by now that me sleeping isn't as important as you feeling better." Rainbow said quietly, lowering her head closer to Fluttershy's. Fluttershy didn't reply, only continuing with her soft sobs. "So me spending the last few nights here hasn't helped your nightmares, that's no big deal. It just shows us how serious this is." Rainbow said trying her best to offer comforting words, something she wasn't too used to.

Fluttershy could only let out a whimper in response. The nightmare's terrified her, she was barely able to fall asleep anymore knowing they were waiting for her inside of her own mind She didn't want to sleep anymore, she wanted to stay up and be rid of the dreams, but her body was exhausted, it demanded sleep, but her mind screamed to stay awake. The conflict inside her only brought out more tears.

Rainbow looked out into the darkness of Fluttershy's room as she tried desperately to think of something to do or say. 'If only I was a smarter...' Rainbow Dash thought to herself.

It was as if a light bulb had been turned on in Rainbow's mind.

"Fluttershy, in the morning lets go see Twilight. I'm sure she can help with these nightmares, I mean she's got all kinds of books, I'm sure she'll have something that can help with this." Rainbow spoke eagerly but softly, making sure Fluttershy heard her.

"..Do...do you really think...she can help?" Fluttershy asked, managing to wipe her face as her sobs softened.

"Yea, of course she can." Rainbow said confidently, nuzzling up against Fluttershy, "She's Twilight, even if she can't find an answer, she can ask Celestia! We'll get rid of these nightmares before you know it."

"...Thank you..." Fluttershy smiled softly, the tears finally stopping.

"Hey, what's a marefriend for?" Rainbow grinned, kissing Fluttershy's forehead.

"...I still don't feel like sleeping though..." Fluttershy said, staring at the pillow of her bed. It was still deep in the middle of the night.

"...Hmm..." Rainbow said in thought. She wasn't sure what to say for that. She looked up at the ceiling as she thought about it. She then let off a small shrug unintentionally as a thought rolled through her mind, 'I guess it's now or never then.'

"H-Huh?" Fluttershy said confused as she felt herself being pushed down onto the bed. She looked up at Rainbow Dash as she lay on her back, Rainbow climbing on top of Fluttershy before kissing Fluttershy deeply.

"Don't worry; I'll take your mind off of those nightmares so you can finish resting." Rainbow grinned, blushing deeply. Fluttershy blushed in return, surprised, but accepting as she closed her eyes, their lips meeting once more.

"Shouldn't you clear the clouds?" Fluttershy asked, yawning as her and Rainbow walked through the town, the warm sun only slightly obscured by a few clouds lingering around the sky.

"This is more important." Rainbow said rubbing Fluttershy's head lightly, "I can clear the clouds in a snap. Let's get you feeling better first." Rainbow grinned.

"I suppose." Fluttershy rubbed her eyes, still trying to rid them of sleepiness. She had started to develop bags under her eyes from the lack of sleep, but nothing severe.

"Suppose nothing! It is more important." Rainbow said trying once more to build Fluttershy's confidence, "Just focus on getting better. Everything else can wait till then."

"Getting better? Is Fluttershy sick?" Rainbow Dash and Fluttershy stopped as they looked behind them, seeing Pinkie Pie standing behind them with a basket in hoof filled with letters.

"Oh, hey Pinkie Pie." Rainbow said turning to smile at their pink friend, "And no, she's not really sick. She's just been having some really bad nightmares lately, so we we're going to see Twilight if she can help."

The silence was almost deafening despite its brevity. The basket in Pinkie's hoof fell, hitting the ground with what seemed like a loud thud, the letters spilling out before it.

"N-N-N-N-Nightm-mares?" Pinkie stuttered, a look of shock on her face.

"Uh Pinkie, you dropped your basket." Rainbow said pointing to it.

"No time for that!" Pinkie said quickly rushing to Fluttershy's side. She looked Fluttershy over, causing the yellow pegasus to flinch a little, before Pinkie look into her face, "How bad are these nightmares? How long have you been having them?"

"T-They're...awful..." Fluttershy squeaked, answering though intimidated by Pinkie's actions, "I've been waking up crying for the last week and a half now...I thought Rainbow Dash could help make them go away, but they still haven't stopped...so Rainbow suggested we go see Twilight."

Pinkie stared, mouth agape at Fluttershy. Fluttershy began to sweat a little, not understand what was going through the pink pony's head. Pinkie Pie then looked serious for a moment, before turning her head from Fluttershy, as if she was in serious mental contemplation.

"...I see...going to see Twilight is the natural assumption to make." Pinkie mumbled to herself.

"...Pinkie Pie, what's going on? You're acting even stranger than you normally do." Rainbow looked at Pinkie Pie confused by her actions.

"...It's nothing." Pinkie lied stepping back from Fluttershy, "But I'm going to Twilight's with you." It sounded more like a demand than an offer.

"O-Oh, no, i-it's okay Pink-"

"I'm. Going. With. You." Pinkie interrupted Fluttershy, not backing down.

"...O-Okay..." Fluttershy meekly agreed as Pinkie then nodded, taking the lead in heading to Twilight's house.

Rainbow Dash looked at one of the scattered letters on the ground, picking it up and looking at the pink envelope curiously.

"What's gotten into Pinkie Pie?" Fluttershy asked looking at Rainbow Dash confused about what just happened.

"I don't know...but she just put off inviting us to a party for it." Rainbow showed the envelope to her.

"...Wow...this IS serious." Fluttershy said in a bit of shock.

"Hey! Come on, we need to get to Twilight's house, like right now!" Pinkie Pie called out to the two mares after realizing they hadn't immediately followed.

"...I think it's best if we do what she says for now." Rainbow said not wanting to chance thinking what else a serious Pinkie Pie might do.

"Right." Fluttershy agreed as the two of them quickly followed after Pinkie.

"Oh, hey Pinkie P-"

"Twilight, we've got a serious problem." Pinkie barged into Twilight's house without giving the purple unicorn a chance to pose a greeting, "And I mean a problem as big as the last time I visited you with a problem."

"...Huh? Do you mean the nightmares are back?" Twilight asked a little confused, looking Pinkie over, "But you're mane is fine..."

"Oh, no, the problem isn't with me this time." Pinkie said pointing out the door she had just so casually walked through. Twilight turned her head to see a Rainbow Dash quickly walking in as well.

"Geeze Pinkie, was running here really important?" Rainbow huffed as she moved past Twilight, "This is a big deal, sure, but Fluttershy's not good at high-speed pursuits."

"Oh but there WAS a need to rush Dashie! Trust me on this one; we need to fix this ASAP!" Pinkie tried to get Rainbow to understand.

"...Is Dash having the problem?" Twilight asked, looking curiously at her rainbow-haired friend.

"No, it's not her." Pinkie said pointing to the door once more. Twilight turned once more, to see Fluttershy slowly making her way in as well.

"Sorry for the interruption Twilight, I hope we aren't disturbing you from anything important." Fluttershy apologized.

"No, it's no trouble Fluttershy. I was just catching up on some studying." Twilight smiled comfortingly, "But is something troubling you Fluttershy?"

"Oh...well, yes actually, that's why we came to see you." Fluttershy said, scrapping her foot against the ground, "I've been...having trouble sleeping...a-and was hoping you could help."

"Trouble sleeping nothing." Rainbow said moving to stand next to Fluttershy, "Fluttershy's been having some nasty nightmares that've been keeping her up. She's unable to sleep and she dreads having to go to bed. We we're hoping you could help out Twilight." Dash explained in more detail.

"Heh...well, I do happen to have one spell I know of that works won-mmph" Twilight's words became muffled as a pink hoof was jammed into her mouth.

"No no, we're not using that spell." Pinkie explained.

"Bleh. Why not?" Twilight asked after removing the hoof from her mouth.

"Cause we're not." Pinkie said closing her eyes, as if not wanting to budge, "We have to find some other way to help Fluttershy."

"But...the spell worked so well last time, why shouldn't I use it now?" Twilight was very confused. Pinkie Pie had explained to her that the spell had let her come to terms with the tragedy of her sister's passing, but she hadn't explained what exactly happened during the spell that led to the revelation. All Twilight had seen during the delve was what appeared to be a warped picture sitting amidst a foggy backdrop. As she had tried to study the picture, it kept changing before her, till the mind delve disconnected itself in a flash of light.

"Trust me Twilight, using it on Fluttershy will end badly. So we're going to help her without it." Pinkie explained.

"But it'd be so much easier to just use the spell, it only takes a few minutes and I'll have helped her with the nightmares. Doesn't that make sense?" Twilight tried to battle Pinkie with her logic, an already losing battle.

"Even if it does, it's still not happening." Pinkie retorted back.

Fluttershy and Rainbow looked at each other very confused as Pinkie and Twilight went back and forth. They had no idea what their friends were talking about.

"So uhhh...what exactly ARE we doing to help Fluttershy then?" Rainbow finally asked, interrupting the back and forth between the two bickering ponies.

"Ugh...fine, I'll go get my copy of 'Dreams: a Psychological Understanding'." Twilight said walking away from the pink mare who sat there looking victorious.

"Thank you Twilight, I assure you this will be the best for everyone." Pinkie then bounced over to Fluttershy, putting her hoof around her shoulders while offering a comforting smile, "Don't worry Fluttershy, I promise we'll make your bad dreams go away."

"...Y-You really think this will work?" Fluttershy looked at Pinkie for hope.

"If anypony can help make things better it's Twilight. I'm sure of it." Pinkie smiled happily.

"Alright," Twilight said returning with a floating copy of the book, opening it up and flipping through several places, "The first thing I should do is see what kind of dreams you're having. Since we won't be jumping straight to the Mind Delve spell, there's other solutions listed here that might work depending on the severity of your dreams." Twilight explained before placing the book down on the table in the center of her house.

"O-Oh...how will you know that?" Fluttershy asked curiously.

"There's a spell in this book that will let me see the dreams you've been having. I'll be able to judge for myself how severe they are." Twilight said walking over to Fluttershy.

"...B-But..." Fluttershy began to protest.

"Don't worry Fluttershy; Twilight knows what she's doing, right?" Rainbow asked while trying to comfort the worried pegasus.

"Of course, now this will only take a moment." Twilight smiled, not waiting for Fluttershy to give another response before gently sweeping hair away from her forehead and tapping her glowing horn against the Fluttershy's forehead.

'IDON'TWANTTOFLY IDON'TWANTTOFLY IDON'TWANTTOFLY' The words screamed again and again, bouncing in her skull, driving her mad. Her wings were beating as fast and as strong as they could, despite every ounce of her being telling her to stop them. Her whole body was crying out for relief, pain filling her back and legs. Her wings were bent, horribly misshapen, not even looking like they should lift her, but they carried her through the sky. Tears swept across her face as every flap sent pain shooting through her back, scratching away at her mind, eroding her sanity.

A loud roar pierced her ears and shook her whole being. Her head painfully but slowly turned to look behind her, as a giant figure appeared from behind the clouds, billowing smoke as it soared at high speeds straight for her. Her legs flailed, feeling as if every movement snapped a bone and tore her muscles.

The large beast opens its jaws, before its gigantic teeth sunk straight down into her flesh.

She wanted to scream but no voice came to her. She wanted to close her eyes but her body would not obey her. She wanted to shut down and die but her body did not comply. The swirls of tortured screams filled every inch of her. Twisted faces and horrified cries screamed out to her. One word repeated itself endlessly in her mind.

Pain.

Pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain pain.

There was nothing to decipher, only the red horror that swirled around her. It bellowed and cried, it screeched and it hollered, but its