I don’t own MLP: FiM or its characters. They belong to Lauren Faust and Hasbro.

Recalling the Nightmare

Chapter 10
Major Distraction, Minor Problem

All five of them stood frozen in fear. Watching as the creature finally ceased roaring and was now looking at its prey with those hungry light blue eyes. The same kind of eyes like the Diamond Dogs. Only these were even more evil and sinister. One of the Hydra's heads let out another roar while the other three suddenly lounged at them.

“RUN AWAY!!!” Pinkie screamed, once again managing to defy gravity and logic by floating above the ground for a few seconds before bolting away. Rarity and Applejack didn't hesitate to run after her.

Fluttershy on the other hand wasn't that lucky as she suddenly found the ground coming towards her and her hoof hurt a lot. “A rock...” she thought as she saw a rather large looking boulder behind her. But that was the least of her problems as a large looming figure stood before her. Fluttershy let out a frightened screamed as the Hydras heads started lounging towards her with increasing speed.

And Fluttershy did the only thing she could think of and closed her eyes in fright. “I'm... I'm sorry everypony....” she stuttered inwardly. A single tear escaping her eyes. “I'm sorry for being so useless...” she prepared herself for the pain. But it never came.

Instead, she heard something pass by her overhead with a 'swoosh' sound. Then the sound of somepony's hooves connecting with something and Hydras pained roar. “Don't you even dare hurt Fluttershy!” She heard Rainbow Dash's harsh voice yelling at the four-headed monster.

The remaining three heads, that weren't kicked by the cyan pegasi, now turned their attention on her. But this time, Rainbow Dash wasn't going to run! She was the Element of Loyalty for crying out loud! And she should act like one! ”You are going to deal with the fastest pegasus in Equestria!” She said challengingly to the Hydra.

Before its heads could figure out what had happened, Rainbow flew right past them and then made a sharp turn, and before the beast could fully figure out what had hit it, hooves collided with another head and this time right on the eyes. The head roared in pain, keeping its eyes shut. Large bruises were already forming around the eyes.

All four heads roared in frustration. The prey was fighting back too fast! They couldn't catch it! But the ones on the ground, they weren't fast as the cyan prey. Yes. They would do fine. But the cyan one still needs to be distracted...

The Hydras conscious then processed the information to one of its head, distract the cyan pony while other three take out the weak ones.

“Hey what gives...” Rainbow said out loud, as she noticed only one head followed her, matching her every move. But the three others were heading towards her friends. “No you don't!” Dash thought, now attacking the three heads. But before she could even reach them, a hail of blue flames suddenly appeared from her left. “What the...!?” She exclaimed as she rolled out of the way of the flames.

She quickly made another dodge when the Hydra breathed on her once again. But this one was cutting it too close as she could easily feel the heat from the flames. She needed to think of something fast if she wanted to help her friends out!

While Rainbow Dash was somewhat occupied, the Hydra moved its body slightly closer to the ponies that stayed on the ground. Trying to get a better reach. The first head then lunged at them. It could already taste the pony flesh in it mouth.

The Hydra jerked back as many of its teeth shattered from the impact. It had never imagined that its frightful preys could fight back like this. The head let out a pained roar and there were some shattered pieces of its teeth falling from its open jaw.

“Take that ya over sized lizard!” Applejack exclaimed loudly while shaking her hoof.

The first head quickly retreated, while two others came forwards. “Oh horseapples...” Applejack muttered. She then quickly jumped out of the way as one head tried to snatch her into its open maw. But all it got was lot of grass and dirt. Applejack was about to give it another kick when the second head lunged itself towards her.

The third head made out an annoyed grunt as it shook its head, trying to clear its eyes sight. “Well, that didn't work!” Rarity said annoyed, slightly farther away from Applejack. The Hydra simply growled in annoyance as its eyes were returning to normal.

This whole play was stretching too far. The prey were more capable of defending themselves than they had thought. This should end now. But, it would be too bad to waste all that good pony meat. But they need to obey their new Mistress. And there were still plenty of ponies on Equestria...

All four heads then 'assembled' and were facing the four ponies. Leaving the flying pegasus alone. They then took deep breath...

“Oh hay NO!” Rainbow yelled, flying as quickly as her tired wings could towards her endangered friends. “Look out everypony!” she warned them.

The warning was somewhat needless as they all could clearly see what was happening before them. And Rarity did the only thing she could think of and that was using her horn. Even though she was quite aware the her magic couldn't match the power that the Hydra seemed to wield, she had to try.

The Hydra breathed outwards, a large, blue colored inferno shot out from it's mouths.

“NO!” They all yelled. Rainbow was now with her friend, but so was the flames. They all closed their eyes, expecting a painful death.

But it never came. But they could feel the heat and hear the flames. But it never reached them. Slowly and carefully they opened their eyes. Then proceeded to let out gasps as they watched the wall of flames before them. Frozen.

Like some kind of invisible wall was put between them and the flames. But they could already see that the invisible wall between them and the flames was already weakening, as the flames tried to push through.

“MOVE! BEFORE MY SPELL FAILS!” They heard familiar voice calling them and they quickly ran away, and just in time. They then watched as a large ray of magic was shot at the Hydra.

There was a short, blinding explosion, which was followed by a pained roar and large splash as the Hydra fell into the river. “I'm glad that you are all safe.” They all heard Princess Luna say as she landed behind them.

But what really surprised them was the condition the Princess was in. She looked like she was almost out of breath and tired. Her once graceful coat was in complete mess and there were lots of dark spots here and there. And even her celestial mane seemed to be quite messy, if that kind of thing was even possible.

“What the hay happened to you?” Rainbow Dash asked. Bold as ever, much to Rarity's distress.

“Eheehe... don't mind her your highness!” Rarity said nervously, while sending a quick, warning glance to the cyan pegasi. “But, I would also like to know, what happened when you entered the forest?” she then asked. Her voice tone returning to normal.

Luna sighed. “It was Nightmare Moons twisted magic that sent me away from you.” She explained. “Some form of a trap set by her.” Luna voice was obviously upset.

“A trap?” Applejack asked confused. They hadn't run into any sorts of traps. Unless you count the Diamond Dogs and Hydra as a trap...

“But, we didn't encounter any kinds of traps.” Rainbow said, also confused about what the Princess had said.

“It seemed to respond to an alicorn's presence.” Luna said thoughtfully. “And it wasn't an easy one to disable.” She added, taking a long breath.

There was suddenly a loud splash came from behind the five ponies, which was followed by a loud roar from the recovered Hydra. “Go!” Luna said, spreading her wings and her horn starting to glow. “I'll take care of this creature! You go ahead!”

Rainbow Dash and other looked at each other and then Luna a bit questionably. “How are going to cross that river?” Rarity then asked.

Princess' horn then glowed brighter and there was a bright light and the river was solid frozen. Including the Hydra's lower body.

“That will work!” Pinkie Pie said, before sprinting towards the icy bridge. “Come on!” She called to her friends. They quickly followed their pink friend and just in time as the ice broke as the Hydra used its deadly flames. As they ran further and further, all they soon could hear was the Hydras roar and many magical spells that were directed at the multi-headed beast.

The forest was getting even darker as they progressed. And the trees were even more twisted looking. Even Pinkie Pie was having trouble trying to keep even slightest cheerfulness on her face. The place seemed like it was ready to attack them.

“Well, this does bring back some memories...” Rarity said musingly as they reached a rather familiar looking pit with a broken bridge.

“Ya don't say...” Applejack added quietly while letting out a small sigh. Memories coming back to her. Memories of Twilight almost falling to her death, again. And Rainbow Dash being almost turned by those darker and freakier versions of Wonderbolts. Shadowbolts, as they had called themselves.

“Soooo...” Rainbow cut her train of thought. “Are we going to cross the bridge or what?”

“Sorry Dash.” Applejack said. “Just som' memories...” Rainbow and Rarity both knew all too what Applejack had meant by that. But at least the hard part was finally over and they could go and rescue Twilight before she could do anything too rash!

“Ugh!” Rainbow groaned. “What is it Pinkie Pie?” She asked, bit annoyed.

All four of them looked at her like she had grown a fifth hoof or something. “What?” She asked. “I'm serious, look!” Pinky pointed downwards.

Slowly, all four of them walked to the edge and looked down. And much to their surprise, Pinkie was right! They could clearly see, what looked like a dark sky filled with hundreds of stars. Only these stars weren't giving that kind of light that made you love and appreciate the night.

These stars were glowing with gloom, and almost dead-like light. Like something out from a old pony nightmare story. But that wasn't the most bizarre thing. What they really found bizarre, was the fact that it was moving! And then it suddenly sounded like it was sniffing. Smelling them!

“Uuuh...” Fluttershy stuttered. “I think, I think we should go for the bridge...?” She suggested, fear evident in her voice. Everypony agreed.

They quickly moved towards the bridge, but didn't get far as something rose from the pit. And it had the same kind of night-sky like hide as the ones below. It was enormous. Almost larger than the Hydra. But they were all aware, what this creature was. It had appeared once at Ponyville, when certain blue unicorn had made little mess after being bit too much of a large mouth.

The Ursa rose from the pit, while looking at the ponies with hungry look. It was hungry. Really, really hungry. It hadn't eaten in a long while. These little ponies would do nicely...

The large beast roared and launched itself towards them. Five ponies quickly separated themselves from each others as they tried to make it run for it from the large Ursa. But it didn't helped them much as it was larger than them and could run faster than them.

“OHDEAROHDEAROHDEAR!!!” Rarity screamed fast as she could breath, while trying to run away from the Ursa. But it didn't do much for her. “Uuf!” she suddenly let out a cry as she had somehow stumbled on her own hooves.

“Rarity!” Rainbow, Applejack and Pinkie exclaimed, quickly turning themselves towards the Ursa. Trying to defend their friend.

On the far side, Fluttershy followed this whole scene. Simply feeling horrible. She was suppose to be out there, helping Rarity and other. But instead, she just went to hiding. “What can I do?!” she cried as her eyes started watering up. Why did they bring her with them anyway? She was a burden. A coward...

“Rarity?” She asked. But then remembered that Rarity wasn't here. She was in danger...

“Would a coward help defeat Nightmare Moon?” The words Rarity had spoken to her earlier, suddenly started returning to her. She was right! She had helped them to defeat Nightmare Moon!

No. She had not drove any dragons away, she had simply 'asked' it, if a bit harder terms. How could she deal with a Ursa?

“AAAH!” Applejack screamed as Ursa's pawn struck close to her, but the impact was large enough to send her flying. Right next to Rainbow Dash and Pinkie Pie, who all were worn out. The Ursa was getting closer to them. Its mouth was drooling heavily.

“STOP!” The Ursa turned its head, seeing another pony. A yellow winged pony. “YOU DO NOT! I REPEAT, YOU DO NOT HURT MY FRIENDS ANYMORE!!” The butter colored pony said with a strict voice and eyes. This could be fun...

The Ursa then left the worn out ponies alone, wanting to have some fun with this one. “DO YOU HEAR ME!?” For some reason those big blue eyes were affecting it somehow. It didn't matter, eat now! Slowly but surely, the Ursa Minors pace got faster. Fluttershy's eyes hardened.

“You should be ashamed of yourself!” Fluttershy said. “Trying to attack me and my friends, while we have done NOTHING to you!” The Ursa's pace suddenly got slower, and it's eyes started to change. “Do you know how much you could have hurt us? Haven't you ever thought that doing something like this hurts everypony!?” The Ursa's movements had completely stopped now.

“If I were your mother, I would be really, really ashamed and disappointed at you!” She almost yelled. “Now, you be a nice Ursa Minor and apologize!” A long silence filled the small area. Ursa Minor and Fluttershy locked in a staring contest.

But slowly, the Minors eyes started trembling and then watering. Before anyone knew, the forest was filled with a pathetic and shamed cry of an hurt Ursa Minor. No one had ever confronted it like this. No one had been this cruel to it! It just wanted its mother and to be left alone!

“There, there...” It suddenly felt small hooves running down on its hind leg. Rubbing it in a comforting way. “Don't be like that.” The pony said in sweet tone. Ursa made a small snort as it tried to dry its nose and eyes. “We all make bad mistakes time to time.” For some reason, the Ursa really liked this pony!

Slowly, the once dark and gloomy hide of the Ursa Minor started to fade. “Now, be a good Ursa Minor and just go and think about what you have learned.” The pony said in sweet tone, while giving it probably the most adorable look a pony could give. The Ursa let out a agreeing grunt, before slowly walking away. Feeling quite good.

“Oh my...” Fluttershy breathed as the Ursa was good distance away. “Did... did I really do that...?” she thought out loud. “...again?”

Before Fluttershy knew what had happened, she was in a hug so tight, that it would even make bear hugs feel tame. “YOUR MY HERO!!” Pinkie Pie almost screamed. “THAT WAS JUST SO COOL!!! JUSTLIKETHATTIMEWITHTHEDRAGONONLYWAYCOOLER-!”

“Calm yerself there Pinkie.” Applejack said, as she tried to drag Pinkie away by her tail from completely startled and really flustered Fluttershy.

“Give her some slack Applejack!” Rainbow then cut in. “Didn't you see what she just did!? She just told a URSA MINOR to buck off! How cool is that!?”

“Fluttershy you truly are a hero!” Rarity said excitedly, while trying to hold herself from jumping at her shy friend like Pinkie Pie had. “I think nopony could have done such a feat as you have!”

“...well, Twilight did it once...” Fluttershy whispered from slight embarrassment. She wasn't that kind of pony who took complements about how great she was. She was just a regular pegasus.

“Well duh!” Pinkie said. “But she didn't talked it away! She had to use her magic!”

Rainbow then suddenly laughed. “Can you image if that Egghead actually tried telling it to leave? If she had simply talked it to death!” Rainbow giggled.

“Yeah.” Applejack let out a small chuckle. “That would have been a sigh' to see.” She then turned her eyes at the edge right across the pit. “But we still have one Nightmare Moon to deal with. Ah still don't how, but Ah hope Twilight's there to give us a hoof.”

“Yeah!” Rainbow said loudly, raising her hoof. “We need to end this now!”

“Maybe we can make it bit more happier place!” Pinkie bounced. Suddenly getting her previously missing cheerfulness back.

And just like Ursa Minor, this ones hide was also like a night sky. Only a twisted, nightmarish version of. And much darker.

Slowly the figure rose from the mist. And it left all five of them frozen in pure terror. The creature was simply humongous! Much larger than a Hydra! Much, much larger than Ursa Minor! And unlike it's smaller counter part, its claws were much, much longer and sharper. They were almost the size of a regular tree! And the same could be said about its fang!

Suddenly, their thought brought them to the time when they had asked Twilight a very specific question.

And now they understood exactly why she had said that. They really didn't want to know. But they were knowing it now. Worse, they were seeing right now.

The Ursa Major let out a loud roar that seemed to spread all throughout the entire Everfree Forest.

Sorry about bit long wait. Last weeks weekend I was at Tracon at Tampere House which was by the way really awsome! If you are interested to hear more about it, head for my DeviantArt Journal! And I hope you guys enjoyed this chapter, if not, sorry if it sucked.

But, don't forget to comment either this story or chapter. Constructive criticism is always welcome. But no flames.

Recalling the Nightmare

by Juu50x

Chapter 10 - Major Distraction, Minor Problem