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~Chapter 4~

“So Sweetie Belle's sleeping problems are involved with nightmares then?” Twilight asked as she levitated a book over to her.

“Well, I'm not one hundred percent certain that it's a nightmare,” Rarity replied, “You see, last night she came into my room asking to sleep with me. She claimed that she thought she had a nightmare.”

“What do you mean she thought she had a nightmare?” Twilight asked skeptically, “You either had a nightmare or you didn't. There is no think.”

“That was my reaction as well,” Rarity said, “But she claims that she has no memories of what she dreamt about.”

“Well, to help her, I don't necessarily need to know what her nightmare was about,” Twilight said, “And not being able to remember what your dream was about is common place in dreaming. I can just use a spell to-”

“Even if you don't remember what your dream was about, you still remember dreaming though, right?” Rarity interrupted, “But Sweetie Belle claims that she doesn't remember even having a dream. She just remembers waking up in fear as if she woke up from a nightmare.”

“I've never heard of a case like that,” Twilight said, “But I could use a spell to look into her mind to see what her dream was about.”

“Thank you Twilight. I'll be glad once Sweetie Belle's sleeping is back to normal,” Rarity said.

“I'm happy to help,” Twilight said, “And I'm sure that she'll be glad as well.”


“How about we let out new student read the history of dragons,” Cheerilee said, motioning toward Dax, “Daxelia, it's page two eighty-four.”

Dax went to page two eighty-four in her History book and began to speak, “Very little is known about dragons. Most of what is known are only from ponytales and stories,” Dax spoke, “But what little that is known about dragons is that every year they partake in the great dragon migration. There is unknown what this migration is for. Some believe it's where dragons plan how they will get rid of ponies. Others believe that it is the time that they breed. And others believe that it might just be a big dragon convention. Once in a while during a dragon's life, they will go to sleep for a thousand years. This sleep can potentially be hazardous since dragons often breath smoke out of their nose while they sleep.”

“Nicely done Da-”

“However, one of the main reasons not much is known about dragons is because most ponies are too afraid to even go near them if only just to study them,” Dax continued, “Most ponies are afraid of the unknown. And because they don't know much about dragons, they fear them.”

“Uh, Daxelia? That's eno-”

“Although dragons tend to have rather aggressive personalities, they aren't as bad as most ponies might think,” Dax continued, “Ponies have had very little contact with dragons. And-”

“Daxelia, that's enough!” Cheerilee exclaimed, distracting Dax from her thoughts, “You've only been hear for half a day and you're already causing a ruckus.”

“Oh...sorry miss Cheerilee,” Dax apologized shyly, “I guess I got a little carried away.”

“A little carried away? It's more like you were completely lost,” Diamond Tiara criticized.

“Yeah. Where'd a blank flank like you hear such a ridiculous story about dragons?” Silver Spoon added.

“Well...I...” Dax stuttered.

“Silver Spoon, Diamond Tiara, if I've told you once, I've told you a thousand times. Don't call other ponies names!” Cheerilee scowled, “I actually think what she was saying was quite interesting. In fact, for some extra credit, I'd like to see a report on what Daxelia was talking about.” Cheerilee then smiled at Dax.

Cheerilee's smile helped to give Dax confidence, “And if you must know, what I was saying about dragons is true,” Dax said to Diamond Tiara and Silver Spoon, “Or at least I have a good source. Princess Celstia herself told it to me.”

Dax puffed out her chest in pride. However, her pride was immediately broken when the entire class started laughing at her. “Yeah! Like a princess would ever get involved with a blank flank like you!” Diamond Tiara laughed, “How can you claim princess Celestia talked to you when you can't even get her name right?!”

Tears were beginning to fill Dax's eyes as her ears folded back against her head in disappointment. It didn't take long before she ran out of the classroom crying.

“Alright everypony, settle down!” Cheerilee exclaimed in an attempted to get the foals to stop laughing, “I'll be right back! But when I come back, I want you all to behave!” Cheerilee then left the room to check on Dax.

Cheerilee found Dax curled up in the fetal position, crying her heart out. Cheerilee trotted over to her and put a hoof around her to comfort her. “I want my mommy,” Dax whimpered.

“It's alright Daxelia. Don't be upset because of what Diamond Tiara and Silver Spoon say,” Cheerilee said, “They are just a couple of bullies.”

“It's not just that. It's that I can't say Celstia right,” Dax whimpered, “I wasn't lying when I said princess Celstia told me that about dragons. Before I...”

“Princess Celestia was the one who's taking care of you, right?” Cheerilee asked, cutting off Dax.

“Well, she was. But she put me under her student, Twilight's care,” Dax said through her tears, “But how did you...”

“I saw your bracelet,” Cheerilee said, pointing to the bracelet on Dax's right hoof, “That bracelet is a sign of royalty, whether it be part of the royal family, or in your case, under the care of royalty. If I'm correct, Twilight chooses not to wear her's in public. But I do believe she has one. She is princess Celestia's own student after all. So is what you said about dragons really true?”

“I don't know,” Dax said, feeling a little better, “I only know that it's what Tia told me.”


“Oh, I mean Celstia,” Dax said, “I mean...”

“It's okay. I understand,” Cheerilee said with a smile. It's hard not to smile at Dax's innocence, “So, do you think you're up to going back to class?”

Dax nodded with a small smile.

Meanwhile, back in the classroom, the Cutie Mark Crusaders were angry that the other classmates made their new friend upset like that. “Hey! Why're y'all laugh'n at Dax?!” Apple Bloom shouted out, “Are y'all tell'n me that none o' y'all ever had any talk'n problems?!”

“Maybe you're right,” Diamond Tiara said, surprising everypony, “Maybe we should instead make fun of how your family talks!”

A look of rage spread across Apple Bloom's face. But it was quickly replaced by a smug grin, “Or maybe we should make fun o' how the reason yer family is rich is all cuz o' my family.”

Diamond Tiara scowled at Apple Bloom. Diamond Tiara hated it when somepony got the better of her. And it wasn't often that anypony got the better of her like that.

That's when Cheerilee came back in with Dax, “Alright class. Let's continue where we left off,” Cheerilee said.


“So, is all of what you said about dragons true?” Scootaloo asked as she left the school with Apple Bloom, Sweetie Belle, and Dax.

“I think so,” Dax replied, “I don't know why Tia would lie about that.”

“Maybe you could tell us more about dragons some time!” Scootaloo exclaimed.

“Hey Sweetie Belle, is somethin' wrong?” Apple Bloom asked. Sweetie Belle has been uncharacteristically quiet all day.

“Huh? Oh, I'm fine,” Sweetie Belle said, a little distracted, “Actually, I'm excited about today. With Twilight's help, I may be able to have my sleeping problem cured.”

“Really?! How?!”

“I think I might know what's been causing my sleeping problems,” Sweetie Belle said, “I think I've been having nightmares.”

“You think you've been having nightmares?” Scootaloo asked skeptically, “You either know you had a nightmare or you don't.”

“But that's the problem. I don't know,” Sweetie Belle replied, “I woke up in the middle of the night in fear, as if I just woke up from a nightmare. But I don't even remember having a dream last night.”

“That's strange,” Apple Bloom said, “Ah don' always remember mah dreams. But ah still remember dream'n.”

“Curing the sleeping problem won't be as easy as that,” Dax said, almost in a trance like state.

“Why?” Scootaloo asked.

“Why what?” Dax asked, not remembering what she had just said.

“Why won't...oh, never mind,” Scootaloo said, realizing that trying to made Dax remember what she was talking about was going to be a wasted effort.

“Once Sweetie Belle's all better, how 'bout we make Dax the newest member of the Cutie Mark Crusaders?” Apple Bloom suggested.

“Another member of the Cutie Mark Crusaders?” Rainbow Dash asked as she flew over to the four fillies, “I think that three already causes too much destruction. I don't think Ponyville can survive a fourth member.”

“Hey Rainbow Dash! What are you doing here?” Scootaloo asked curiously.

“Twilight asked me to come get you,” Rainbow Dash said, “Technically she only asked me to get Dax and Sweetie Belle. But since she assumed that the four of you would be found together, she just asked to get all of you.”

Rainbow Dash then lead the group of four toward Twilight's library.


Near the edge of the Everfree Forest, Fluttershy was at her hut in the backyard. She was in the middle of her flower garden where all of the scents of the different flowers came together. It was the perfect spot to do what she was about to do. And nopony else knew she did what she does. Fluttershy sat down and closed her eyes as she began to meditate.

However, Fluttershy was unaware that she was not alone.

“Do your friends know what your doing?” Fluttershy heard a stallion's voice say, interrupting her meditation before she could really start. Fluttershy opened her eyes and looked around for the source of the voice. But she saw nopony around. So she closed her eyes again and restarted her meditation session. “Are you afraid that your friends will find out what this meditation is for? Is that why you told nopony about it?”

Fluttershy opened up her eyes and looked around again. The voice had a dark intimidating tone to it that filled her with a fear, “Who-Who's there?” she asked, “Wh-Where are you?”

“Ah yes. The famous fear of the flustered Fluttershy,” the voice said in an almost amused tone, “If you must know where I am, look toward the forest.” Fluttershy reluctantly did as she was told. As she looked toward the forest, at first she saw nopony there. But then she saw a pair of red eyes, followed by the form of a black pony who was using his magic to create an aura around him so that he couldn't be identified. All Fluttershy could make out clearly were his dark red eyes, his unnaturally black coat, his intimidating presence, and the fact that he was an alicorn.

“Who are you? What do you want?” Fluttershy squeaked.

“What a quiet timid little pony you are,” the dark alicorn said as he trotted over to Fluttershy, “It completely contradicts the side of you that you are trying to suppress. What were to happen if you missed a meditation session?”

“I...I don't know what you're talking about,” Fluttershy said unconvincingly.

“Oh you don't, do you?” the dark alicorn said, “What about the incident at the gala? Didn't you forget to meditate for a couple of days before the gala? Are you trying to convince me that your bout of rage at the gala wasn't related to your lack of meditation?”

“I was just getting frustrated that the animals in the garden didn't want to be my friend,” Fluttershy said, trying to convince herself more than she was trying to convince the dark alicorn, “Who are you?”

“You will find out who I am soon enough,” the dark alicorn said, “Your frustration at the animals was only a trigger. Not the actual cause. Anything could've set you off then. The animal just happen to be the victims that day. What would happen if I were to revert your mind back to before your therapy sessions?”

Fluttershy's eyes went wide as she remembered what it was like back then...what she was like back then. That's when she felt the alicorn's magic in her mind. As this was happening, she felt herself becoming emotionally unstable. Once the alicorn was finished. She felt a familiar sensation, one that she thought she was rid of several years ago. She felt like a ticking time bomb that could go off at any moment.

“What...What did you do to me?” Fluttershy stammered, trying her best not to lose control.

“Don't worry. The affects are only temporary,” the dark alicorn said, “But I know what you fear the most. And it's time that I see what your friends fear.” The dark alicorn turned and walked toward Ponyville, a grin on his face as he knew what was coming next.

Fluttershy suddenly felt something inside of her snap. She lost control of her anger, “Don't you DARE do anything to my friends!!!” Fluttershy growled as she lunged at the alicorn. But he vanished into a black smoke, making her miss her target. Fluttershy had an expression of extreme rage on her face as she tried her best to regain control.

If Fluttershy could think clearly, she would be hoping that nopony else came by. She would've been afraid that she might hurt them...or worse.


“What is taking her so long?” Rarity said as she waited for her rainbow maned friend to return with the fillies, “I thought she took pride in her speed.”

“Yeah, well you'd be slowed down too if you had to bring back the fillies,” Rainbow Dash said as she walked through the door, “Besides, if anypony else had gone, they probably wouldn't have been here for another fifteen minutes.”

“Well just as long as she's here, that's all that matters,” Rarity said, “Can we start with...uh...whatever it is you're going to do?”

“Well, I first have to know what her nightmare was about,” Twilight said, “But she doesn't remember what it was about, right?”

“I don't even remember dreaming last night,” Sweetie Belle said, “In fact I don't remember ever dreaming since my sleeping problems started.”

“Well I know a spell that will allow me to see into your subconscious mind,” Twilight said, “And since dreams originate in the subconscious mind, I'll be able to see your nightmare and what it's about.”

“Why do you need to know what her nightmare was about anyway?” Rainbow Dash asked.

“It makes the initial spell much easier,” Twilight said, “It helps me to know what I'm getting rid of. This is a type of memory spell. So if I get the wrong memory, I could end up giving Sweetie Belle partial amnesia. And I doubt Rarity would want her little sister to lose all of her memories of her big sister.”

“You could really do that?” Rarity asked.

“It's generally the same spell that I used to erase your memories of our battle with Discord,” Twilight said, “Do you remember ever being corrupted by Discord?”

“What are you talking about? We were never corrupted,” Rainbow Dash said.

“I rest my case,” Twilight said smugly.

Twilight's horn began to glow as she prepared to look into Sweetie Belle's subconscious. “It's not going to work,” Dax said. Scootaloo looked over and saw that Dax seemed to have a glazed over look in her eyes. But what caught her attention was that her silver eye seemed to be glowing.

As Twilight performed her spell, it seemed as if she was struggling. It was like her spell wasn't working...or rather, it wasn't getting through. Then there appeared to be some sort of magical discharge that blasted Twilight back into a book shelf...


Back at Sugar Cube Corner, Pinkie Pie was in the middle of baking cupcakes when her tail began twitching.

“Uh oh, twitchy twitchy!” Pinkie said as she quickly ducked underneath one of the tables. But nothing happened, “Huh... Was my Pinkie sense wrong?”


...The impact caused all of the books on the bookshelf to fall on top of Twilight.

“Twilight, are you alright?!” Rarity asked as she and Rainbow Dash, along with the other fillies and Spike ran over to her.

“Uh...that wasn't supposed to happen...” Twilight said, still in a daze. As she got up, several books fell to the sides, “Something is blocking Sweetie Belle's subconscious memories. Some sort of magical barrier. And a really strong one at that.”

“Can you break through that psychic barrier?” Rarity asked.

“I don't know. The only one I know who can make a psychic barrier that strong is princess Celestia,” Twilight said, “But the magical aura is dark. Really really dark. And for some reason, I can't track who it is that cast this spell. And not even princess Celestia could make an anti-tracking spell that I couldn't break.”

'I could break this spell if I used my full power.' Twilight's voice said in her head.

'No, I can't think like that! It's too dangerous! I can't do it!' Twilight argued with herself.

“Twilight, are you okay?” Rainbow Dash asked, noticing that Twilight went silent for a couple of moments.

“Uh, yeah, I'm fine,” Twilight said, “But I'm afraid I won't be able to get into her subconscious. I could try the spell without it, but it's too risky.”

“Thanks for at least trying,” Rarity said.

“Hey Dax, are you okay?” Scootaloo asked Dax.

Dax suddenly snapped out of her trance, “Huh? What happened? Did it work?!” Dax asked, unaware of what just happened.

Deciding to skip trying to tell Dax that she was in a trance, Scootaloo just went strait to what happened, “No. It didn't work,” Scootaloo said, “Something was blocking Twilight from doing the spell.”

Sweetie Belle was just sitting in the middle of the room, disappointed that she couldn't be cured of her sleeping problem. Rarity went over to her little sister to comfort her, “Everything will be alright. We'll find a way to cure you of your sleeping problem,” Rarity said as she hugged Sweetie Belle.

“I have another idea,” Twilight spoke up, “How about tonight Sweetie Belle and the others have a sleep over here? That way, when Sweetie Belle has her presumed nightmare, I can use my spell to see what it's about while she's dreaming.”

“Normally I would say no to that since it's a school night,” Rarity said, “But I suppose I can make an exception in this case.”

“And it's cool with me if Scootaloo stays the night,” Rainbow Dash said, “After all, it's for a good cause.”

“Shouldn't she get permission from her parents?” Rarity asked.

“Oh...uh...well...” Rainbow Dash stuttered, trying to think of an excuse, “I-I'll take full responsibility for Scootaloo! Yeah, just in case her parents don't approve.”

“Wow, Rainbow Dash! That's really...responsible of you,” Twilight said, noting the rainbow maned pegasus' uncharacteristically responsible act.

“A little too responsible if you ask me,” Rarity said skeptically, “In fact, I don't believe we've ever met Scootaloo's parents. Or yours as a matter of fact.”

Rainbow Dash began backing up toward the door nervously, “Oh, well...I'd better be off to...uh...tell Scootaloo's parents were she is!” Rainbow Dash said nervously, beads of sweat beginning to form on her brow, “Yeah, that's right! I shouldn't keep her parents waiting!” Almost immediately, Rainbow Dash bolted out the door.

“Well, that was odd,” Twilight mentioned.

“Odd? That was downright rude!” Rarity exclaimed, “But I suppose I shouldn't expect anything less from a ruffian like her.”

“But didn't you notice that she seemed to act strangely when we mentioned her parents?” Twilight asked, “It was like she was trying to avoid the topic or something.”

“Ah'll have ta ask mah sis if ah can stay too,” Apple Bloom said.

“Hurry back!” Dax said as Apple Bloom left. They four fillies didn't really say their goodbyes since they all just assumed Applejack would say yes.

Rainbow Dash had calmed down and slowed her pace. She was glad that she had dodged a bullet. But as she was flying, she found that she had stopped moving forward. Something was holding her in place. When she looked at her wings, she saw a dark red glow around them. No longer under her control, her wings tucked to their sides and she fell twenty feet to the ground.


“OW!” Rainbow Dash exclaimed as she rubbed her flank, “What the hay just...” Rainbow Dash stopped what she was saying when she saw a jet black alicorn with dark red eyes in front of her. He was using his magic to distort his form, making him unidentifiable.

“So this is the pegasus who was top of her class in the Cloudsdale flight academy,” the dark alicorn said, “I expected something more.”

“What's that supposed to mean?!” Rainbow Dash asked.

“I'm not saying you're not as fast as you claim. You are famous for your Sonic Rainboom after all,” the alicorn said, “I'm just saying that I expected more. I expected somepony who didn't have to fend for herself.”

“How do you know about that?!” Rainbow Dash snapped as she was pacing around the alicorn.

“I know allot about you, and how you desperately don't want anypony to know the truth of why you haven't been accepted into the Wonderbolts, even though you are more than talented enough to be one,” the alicorn said, “And it's this reason why you have a form of Terraphobia.”

“Terrawhatsit?” Rainbow Dash asked as she continued to pace around the alicorn.

“Terraphobia...a fear of the ground,” the alicorn said, “In fact, you're showing the signs of your Terraphobia right now. It's a minor case. But you're incapable of standing still on the ground.”

“I can so stand still!” Rainbow Dash exclaimed defensively.

“Then why are you still pacing?” the alicorn asked with a smug grin, “I dare you to stand in one spot, and not moving for more than ten seconds.”

“That's easy!” Rainbow Dash said. She then stopped her pacing and stood in place in front of the alicorn.

“One...two...three...” as the alicorn counted, Rainbow Dash was already becoming antsy and was starting to sweat, “...four...five...six...” Rainbow Dash was beginning to panic, her eyes darting back and forth, her heart rate and breathing quickening, “”

“I CAN'T DO IT!!!” Rainbow Dash cried as she ran in any which way...just as long as she was in motion.

“I'll give you credit. You lasted longer than I anticipated,” the alicorn said, “But you just have a simple phobia, like Fluttershy's Dracophobia. However, your phobia stems from an incident in your accident. And it had to do with not moving.”

“No...please don't make me remember that!” Rainbow Dash panicked, “I've tried for years to forget about that!”

Rainbow Dash had officially broken down into a panic attack. The alicorn had lifted her up and set her down on a cloud that he had pulled down with his magic. He then left the cyan pegasus trembling in fear.

What's the deal with this dark alicorn? Who is he? And what is he doing? And what about Fluttershy and Rainbow Dash? What is it about their pasts that they want to hide from everypony else? Who are Rainbow Dash's parents? Who are Scootaloo's parents? Where are their parents? Why does Dax say "Celstia" instead of "Celestia"? And who let the dogs out?

Anyways, it seems that this dark alicorn who shale not be named yet (when did this turn into My Little Potter?) not only knows a pony's fears, but can make them live their fears. And it seems that these fears are secrets that they're hiding even from their friends.

This chapter will be getting more into the plot of the story. I was gonna wait until later to start this plot point. But since I had nothing to fill the void until then, I just made then now. I was gonna have Rainbow Dash's fear something else. But I decided that what I went with was better. I will however use RD's original fear for somepony else...but who? And RD's fear is perhaps the most unique among the mane 6.

Can anypony find the reference I used (the one that I can remember anyway)? Here's a hint... I used it several times.

And of course, I just couldn't resist adding in the Pinkie sense in that scene.

Terraphobia – Fear of being on the ground
Dracophobia – Fear of dragons

<= Prologue
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JFPierre Featured By Owner May 12, 2012  Student General Artist
From the point of view of a fellow brony writer:

You:What's the deal with this dark alicorn?

Me: How should we know you are the one writing this.

You:Who is he?

Me: some fallen hero/coltfriend of the princesses

You:And what is he doing?

Me: Being a *ugala*

You:And what about Fluttershy and Rainbow Dash?

Me: they are having to deal with past failures

You:What is it about their pasts that they want to hide from everypony else?

Me: Something that might be seen on Law&Order: SVU

You:Who are Rainbow Dash's parents?

Me: How should I know? :confused:

You:Who are Scootaloo's parents?

Me: I think her mother is closer then you think. :icondundundunplz:

You:Where are their parents?

Me: again how should I know? :confused:

You:Why does Dax say "Celstia" instead of "Celestia"?

Me: Cause she can

You:And who let the dogs out?

Me: Baha men

Now on to the reference I think it is slade from Teen Titans
DarkAngelAW1986 Featured By Owner May 13, 2012  Hobbyist Writer
I'm probably gonna give away more than I would prefer. But I just have to reply to some of your guesses.

"some fallen hero/coltfriend of the princesses"
You may surprised how right you are with that guess. Specifically the part about a "fallen" hero.

"Something that might be seen on Law&Order: SVU"
I wouldn't go as far as saying that. But they do have pasts that do continue to torment them to this day. The others have something tormenting them as well. But if you want a hint at what Fluttershy's fear is, Twilight and Pinkie are going to have similar fears.

"I think her mother is closer then you think."
If you're implying what I think you're implying, then no...or at least, I wasn't originally planning on it. But I can see why you may suspect that. And thanks to you, I might just alter my original idea to do that. If I say any more about it, I'll be giving it away anyone else who reads this post that doesn't know what you were implying (assuming you're implying what I think you're implying). However, if you're not implying what I think you're implying, then I can claim the idea as being original and my own.
JFPierre Featured By Owner May 13, 2012  Student General Artist

"You may surprised how right you are with that guess. Specifically the part about a "fallen" hero"
Given some of your past stories that I read of your's you have a nack for writing tragic heroes/fallen ones

that second one was a bit extreme on my part for that one.

yes I was implying it as that since they are similar and I see dash caring for loo as a parent if not related
DarkAngelAW1986 Featured By Owner May 14, 2012  Hobbyist Writer
Well, considering the idea you've given me, the Law&Order: SVU comment may possibly be partly fitting in Rainbow Dash's case. I also had another idea. And considering everything I'm coming up with, Rainbow Dash should really be messed up emotionally. I guess I really have a dark mind (which would explain my knack for writing how I do).

And as for your guess on what the reference was, if I did make a reference to Teen Titans, it was completely on accident. I won't say what the reference is...yet. But I will give you the hint that it's from part of the 2nd part of a trilogy.
JFPierre Featured By Owner May 14, 2012  Student General Artist
Some time a dark mind can make the most lovable story. Now I can't truly say if this is right but some times women that go through that SVU-related thing get into a mindset that makes them strong but at the slightest chance of being weak can cause them to be shaking with fear over it. Sonic Rainboom has shown Dash going from arrogant and cocky to afraid and shaky.

dang Hmm...before I can guess does said trilogy have a prequel trilogy
DarkAngelAW1986 Featured By Owner May 14, 2012  Hobbyist Writer
Yes, it does have a prequel trilogy.
JFPierre Featured By Owner May 14, 2012  Student General Artist
does it involve stormtropers?
DarkAngelAW1986 Featured By Owner May 14, 2012  Hobbyist Writer
The reference, no. But there are stormtroopers in the trilogy if that's what you're asking.
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