Guilt of a Phantom

by Powerdrainer


Shadow of the Night. Part 1

Edits done by Halusm, and Rye Bread.

Shadow of the Night.

Part 1.

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The sun was setting over a large, dark, dense and foggy forest as the various creatures of the night slowly awoke. The screeching of bats, the howling of wolves, and the occasional hoot of an owl gave the already eerie forest a ghostly aura. A soul creeping feeling that would make any that felt it run away in fear. 

This in turn drove the lone human to run as fast as he could to get out of the forest, desperate to find an exit. Feet pounded on the ground as twigs broke and leaves crunched, sounding far louder than they should as his breath came out in ragged gasps. 

Why Danny ran, he didn't know. He only knew that he had to get away as fast as he could. And that something else was here in the forest with him. A forest he somehow knew. But, from where?

He didn't know how he had gotten to the forest, nor where he was before that. All he knew was that something deep down, a feeling he couldn't place, told him to run. Run as fast as he could, to flee and hide. 

And so, he ran. He ran until his legs screamed in protest; still, he kept going. He ran, would trip over his tired legs, but he would get up and continue running. He ran and ran. His strained breathing made it impossible to hear anything else as he felt his heart beat heavily in his chest. No matter how long, fast or hard he ran, he couldn't find a way out of the forest. It was as if it stretched out forever, completely swallowing him in the dense foliage.

*SNAP*

     

Danny came to a dead stop, forcing his breathing to calm down, trying to be as quiet as he could. 

Something was here, he could feel it. A shiver going down his spine. 

He shuddered as a cold wave passed over him, and a feeling of dread and foreboding took firm hold of him. Audibly gulping, he slowly turned his head to look behind him, and what he saw made his blood run cold as his heart skipped a beat. Dark tendrils of shadows, sinuously smoke-like, twisting over the ground and through the air as they slithered towards Danny. Joining together in a single, larger form as they slowly approached the scared human. 

Danny stood frozen in place. His mind screamed at him to move, to run away, but his legs were unable to comply as he watched as the rapidly growing darkness before him started to take shape. Dark green glowing spots formed all over the thing, slowly moving to the front as the black mass formed into a head. There the spots joined together in two orbs of green. Two orbs that formed the thing's eyes. 

Eyes that looked straight at Danny.

Danny unleashed a scream, soundlessly, as his voice had left him. The sudden rush of fear induced adrenaline unfroze his legs and he ran away from the darkness as fast as he could into the darkening forest as the last rays of the sun shone faintly through the trees.

He ran and ran, never looking back. Fear had clouded his mind, all coherent thought was gone. No thought, or plan to escape, only the instinctive urge to escape; to survive. Painful spikes shot through his sides as he continued to run while his body begged him to slow down, yet his panicked mind urged him to keep going. 

He didn't know for how long he ran, or in what direction, all he cared about was that it was away from that thing

Then he heard something. Had his voice not abandoned him, he would have screamed. Frantically he looked around, trying to find the source of the sound. It was faint at first, but quickly came closer. 

He ran away from this, not knowing what it was, but not interested to find out. But no matter how fast he ran away from it, the sound, a rapid beating on the ground, mixed with the crunching of leaves and snapping branches, only came closer. Only when the source of the sound was close enough did he recognize it as hoof beats. And when an orange blur sped past him, Danny slowed down a notch, recognizing the stetson wearing pony running before him. 

"Applejack?" he tried to call out to her through his labored breath, but was unable to do so.

She continued to run away at full gallop, apparently not even having noticed Danny as she overtook him. 

Danny struggled to keep up, but knew it was a lost cause. She was just too fast. But as he looked at her slowly shrinking form, he noticed something off about her. 

Her mane and tail were unkempt and dirty, twigs and leaves sticking out of them. And her mane, which normally was kept in a pony tail, was mostly undone and tangled up. Her coat, which normally was a vibrant orange, was filthy and dark. Dark red patches could be seen on it, some kind of dried up liquid. Even her hat looked worse for wear as Danny saw that the rim was torn up.

Danny tried to call out to her again, hoping to catch her attention. 

With more effort than it should have, he finally managed to produce some sound but it wasn't even close to actual speech. Still, it seemed to do the trick as he saw her slow down and look behind her. Yet what he saw only enhanced the fear he felt.

Her eyes, normally full of life and kindness, were now dull, dead and widened in sheer terror as she saw the dark mass coming up behind Danny. 

She let out a scream of pure terror as she ran away with new found energy, leaving Danny far behind her. Danny, having seen her reaction, and feeling a piercing cold shiver running through his spine, dreadingly turned around to see what was behind him. 

A large shadow like beast, roughly shaped like a pony, but larger. Much larger. Its legs were thick, nearly as thick as Danny’s head. It seemed to have wings, but instead of feathers, there were several dark tendrils. There was a large spike on its head. Long, and very sharp, pointing threateningly at Danny. And its body, although shaped like a pony, was just too large. Almost as if it was a combination between a black bear and a pony. Its body was made of a darkness so dense it almost looked like oil, and a dark mist that made up its mane and tail. Yet there were many spots of toxic green energy all over them, shimmering in the darkness like small beacons which would lure unsuspecting prey towards it. The same energy made up the darkness' eyes, which were looking at him in a cold, dead stare.

Danny backpedaled in fear, tripping over a tree root. Falling onto his back, he scrambled to get away from the thing. Crab-walking backwards as fast as he could manage, never letting the thing out of his sight. Fortunately, the entity seemed more interested in observing the frightened human than attacking him. This allowed him to build some distance between himself and it. When he, in his panicked mind, felt there was enough of a gap between him and it, he quickly turned around, scampering to get on his feet, and made a mad dash away from the thing. 

He ran, not even trying to be quiet. His only concern was to get away from this monstrosity, and fast. Heading in the same general direction he saw Applejack run to, hoping that maybe it would lead to a way out of this place. And although he didn't check to make sure, he knew that that thing was following him. 

Stumbling on several occasions, Danny sped through the forest. Trees passed by in a blur as he kept pushing himself as fast as he could. Not stopping for anything, he ran for many long minutes, hoping that he could get away from that nightmare. But, eventually, he had to stop. 

Pausing in a small clearing surrounded by thick, dead trees, Danny desperately tried to catch his breath as he sucked life giving oxygen in great, gulping heaves. His heart was pounding like a sledgehammer in his chest, and his legs felt weak and shaky from the exertion he had just forced himself through. Unable to do much more than lean against one of the many trees to support himself, his legs shakily holding his weight. It took him several minutes, but eventually he managed to get his breathing under control, and his legs felt slightly more stable. 

It was then that he realized that there wasn't a single sound to be heard, save for his labored breath. The silence was unnatural, not a single sound. Not one. 

Cautiously he walked into the small clearing, the leaves crunching under his shoes seemed oddly muted, as if the silence suppressed their sound. The suffocating silence all but entombed him. 

Slowly he moved into the center of the clearing, unable to see anything through the foggy darkness of the night.

"Hello!" He called out quietly, his voice returned as if by magic.

His voice, faint as it was, echoed eerily through the darkness. Yet no reply came to him. He had hoped that maybe Applejack was near enough to hear him, that they could try to find their way out of this place together, but no such luck. He didn't dare to raise his voice, though; afraid that that thing would hear him. 

Gulping, he looked around, hoping to find something that could help him to get out of this place, but the black of the night made this an impossible task. All he could see were the faint outlines of the trees he knew were there. The only good thing about all of this was that he would be able to spot the green glow of this horror that was stalking him.

Suddenly, the darkness was lifted when the light of the moon shone through the trees, and Danny immediately wished it didn't. 

He screamed as he saw the horrific, demonic looking faces present on the trees; feeling his heart skip a beat from sheer terror as, wherever he looked, he could see the trees look back at him. And then they started to laugh. No, not a laugh, more a giggle. A giggle that sounded familiar to him, as if from some memory buried deep within, but he was unable to fully grasp it. Yet, where his elusive memory replayed the 'feeling' of a happy, warm giggle, the sound produced by the wooden giants was anything but. It was a twisted mockery of the real thing. Instead of making one feel at ease, the sound would crawl underneath your skin, and pierce straight through bone. It was, for lack of better words, a ghostly giggle. 

Danny forced himself to ignore the sound as he ran away as fast as he could, hearing the frightening sound follow him where ever he went.

'Oh please,' he thought. 'Make it stop, make it stop.' He repeated the same line over and over again.

Running through the dimly lit forest, trying to escape, Danny only found himself more and more lost as the trees’ horrific giggle now also seemed to mock his failed attempt to free himself from the clutches the forest has over him.

'I need to get out of here, he thought as the sound followed him at every turn.

Suddenly, as if his pleas were answered by some higher power, the trees before him began to thin as he came up to a large clearing. Thinking he finally had managed to find his way out of this forsaken place, he picked up his speed, wanting to get out of there as fast as he could.

He burst out from the trees while shouting out in victory, thinking he had finally escaped. Only for him to come to a screeching stop as he saw what lay ahead.

"Whoaa, no no no!" Danny yelled as the ground suddenly dropped off in a deep ravine. Balancing precariously on the edge, windmilling his arms wildly to keep himself from falling. 

More through luck than anything else, he managed to keep himself from falling down, and to meet his untimely demise. Taking several large steps back, sighing out heavily in twisted relief. Sure, he managed not to fall down, but now he was trapped here with that thing closing in on him from behind. 

Slowly, he edged closer to the edge of the ravine, looking down into the seemingly bottomless pit as the moonlight failed to reach all the way down. 

Looking back up again, Danny noticed the outline of the other side through the fog. 

'I need to get to the other side,' he thought as he looked around for anything that might help him.

*Crack*

"And fast!" He almost yelped as he heard the sound behind him, and saw glowing green lights blink in between the trees behind him.

Frantically looking for anything he could use, Danny almost screamed out in joy when he saw a rope bridge a dozen meters or so away.

Casting a quick glance to the abomination coming up behind him, he saw it had managed to get far too close for comfort in the few precious seconds he looked away to find a way out. Not wasting any more time, he ran towards the bridge, hoping he would finally find a way out of his predicament. 

But his hopes fell down the ravine when he saw the ill state the bridge was in. The planks were rotten, with large holes in them. Some of them missing altogether, fallen down into the depth of the chasm below, lost forever. The rope wasn't in a much better state. It was so worn out that he doubted if it would hold his weight. Several parts were so thin that they seemed ready to snap under their own weight. 

Doubt caused him to stop a step shy from the bridge. If the bridge would collapse with him on it he would almost certainly fall to his death.

'Then again.' He thought in panic as he looked behind him at the slowly approaching abomination. The only thing visible to him were the glowing eyes and spots in its mane and tail. "I’d rather take my chances with this." He finished aloud as he stepped on the bridge.

Loud creaks, and the sound of rope slowly snapping could be heard as Danny made his way over the bridge. He was careful not to move too fast, but also trying to get across as quickly as he could. Desperately trying to find some balance between the two as the bridge swung wildly due to his movement. 

"Whoa!" He yelled when the rotten plank he stepped on broke, his leg slipping through the newly formed gap in the already damaged walkway, while the broken pieces clattered in the darkness below. He held on tightly onto the ropes, using them to lift himself up again, hoping that they would hold. 

Sighing out in relief that he didn't fall down completely, he carefully stepped over the hole, pushing slightly on the next board to make sure it wouldn't break too. When it didn't give, he continued his precarious trek over the decaying bridge. 

After several more, carefully placed steps, he heard a loud, drawn out creak coming from behind him. Coming at a complete stop almost in the middle of the bridge, Danny fearfully looked behind him. 

Backing up in shock, causing the rotten wood under his feet to protest loudly, as he saw the dark form step on the bridge, adding even more strain on the already weakened structure.

Sensing that he was running out of time, Danny picked up his pace. No longer being careful as to where he placed his feet while he hurled himself across the failing construct. With each step he took, another plank broke. With each pull on the rope several more strands snapped. It wasn't long until the structure had weakened in such a degree that it was listing to one side, making the task of crossing it all the more difficult for him. 

The dark form didn’t seem to have such a problem, as it seemed able to defy gravity itself, and continue on its walk over the collapsing bridge. Walking at an almost ninety degree angle sideways, somehow keeping its legs firmly attached to the surface of the same structure that seemed to do its very best to cast Danny into the inky black below. 

Danny had to struggle to remain on the bridge, hanging in the ropes as he could no longer keep his feet on the failed structure. Unfortunately, the sudden weight added caused them to snap. With one side no longer supported, the other side was unable to hold out either. 

Danny saw, almost in slow motion, how the rope snapped fiber by fiber. Each snap sounded as a gunshot to him. And finally, when the last of the rope broke, instead of a loud bang or anything that would somehow signify the fate that had befallen him, there was only silence. Silence, until a loud scream could be heard. 

It took him several seconds to realize he himself was screaming, holding on for dear life as the two halves of the old bridge finally obeyed the law of gravity and fell. 

The darkness that followed him turned into a large body of mist, and returned to the side where its side of the bridge was still connected to the land. Danny, however, was forced to ride his half of the bridge down as it swung with a wide arc, before slamming into the unyielding rock of the ravine. 

The shock from when the bridge hit the cliffside almost caused him to lose his grip. Holding onto a partially broken plank with one hand, he could hear the wood creak under the stress of holding him up. His mind almost shut down on itself from shock and fear, and only through sheer willpower was he able to hold it together. 

With effort, he was able to pull himself up, and took hold of another, stronger looking piece of the useless bridge.

It took a long time, and even more willpower -and swearing- but finally he had almost reached the top. And the entire time he struggled, he could feel the eyes of it on him, but he used that as a motivator to get the hell out of there, not wanting to be claimed by either the darkness below, or the one standing on the other side. 

At last, he had reached the top. Just one more pull, and he would have made it. Unable to keep the victorious grin from forming, Danny took firm hold of the last piece of wood that would allow him to return to the relative safety of solid ground under his feet. But to his horror, the plank broke almost instantly as he put his weight on it. 

His eyes widened in shock as he saw the plank snap in several pieces, and fall down into the depth below. Losing his grip, he too started the long fall down as gravity took hold of him. The grin of the victory he had just felt was only just starting to fade as the air left his lungs in a loud scream.

He couldn't believe it. After all that he had been through during this night, this is how it was going to end. To get this close to saving himself, only to have it ripped away from him at the last moment. To feel the force of gravity to take firm hold on him as it pulled him down into the depths below. 

Danny closed his eyes in defeat, allowing fate to run its course. But it was not meant to be, as he felt something grab him by his wrist, and he slammed into the cliffside a second time. 

Opening his eyes in shock and confusion, he could only see his legs dangle above the inky blackness of the darkness that lay below. Looking up, his eyes widened in disbelief as he saw the unlikeliest of beings holding on to him for dear life. 

"Tucker!?" Danny yelled with many mixed emotions, unable to believe his eyes as he saw his teenage friend.

The only reply he got in return was a strained grunt as Tucker tried to pull him up. 

With effort, Tucker managed to pull his friend up, and eventually Danny was able to grab hold of the ledge with his free hand, climbing up to safety. Moving away from the edge, the two dropped down and lay on their backs, panting. Tucker from the exertion he went through to pull his friend up, and Danny from everything he had been through, ever since he found himself in this nightmare of a forest.

"Thanks." Danny wheezed through his breaths, beyond relief and disbelief that Tucker showed up when he did.

"Don't mention it. It's what friends do."

Just nodding, Danny lay his head back down and closed his eyes, taking a moment to collect himself.

"By the way," Danny said as he realized something. "How did you get here?" 

"I don't know man. I just found myself in this place. No idea how I got here." Tucker answered after a slight pause.

"Hmph. That makes two of us." Danny replied.

Silence. 

"So, what were you doing on that bridge? You should have been able to see that it was falling apart." Tucker asked suddenly

"Wait, you didn't see it?" Danny asked in disbelief.

"See what?" 

"That thing."

"Yeah, that narrows it down." Tucker said, sarcastically.

"No, I mean that there is... I don't know, something in the forest. Something dark. It has been stalking me the entire time, even onto the bridge." Danny said, jumping up in a panic as he was now scanning the surrounding area for any indication of the entity he just told Tucker about.

"But why didn't you just go ghost?" Tucker asked confused.

Silence. 

"Dude?" 

"... I don- I can't. I just can't." Danny said somberly.

Tucker just looked at him with a look that said: "Are you serious?"

Danny just looked at him with a sad, haunted look.

"Look, I just can't use my powers. They have only caused trouble for everyone since the day I've got them."

"Dude, you can't be serious, can you? You have done so much for everyone ever since you gained your powers. Why would you not use them? Why would you deny who you are?"

"I am not denying who I am. I am Danny Fenton. Your average, everyday normal human." Danny defended himself angrily.

"Then why do you call yourself Manson?" Tucker asked in a calm, logical tone.

Silence. 

"Well?" 

".. It... It's the only way I can keep her alive, I guess." Danny begrudgingly admitted. "But how do you know about that? And why are you even asking me this? Shouldn't we be more concerned about that thing that has been stalking me? I doubt that a collapsed bridge will stop it." He said. Quickly changing the topic, both because it was a more pressing matter, and because he simply didn't like to talk about it.

"Yeah, sure." Tucker said with a sigh, slightly shaking his head, "So, what exactly are we looking for?"

"Some horrific abomination that seems to be made of shadows." Danny said nervously as he scanned the surrounding area behind him.

".... Ehh. Could you be a little more specific?" Tucker asked, his voice suddenly filled with fear.

"Like a horse and a bear got drunk some night and this came out of it." Danny said, slightly chuckling about his joke as he completely missed the change in his friend's voice.

"You mean something like that!?" Tucker said frantically as he pointed at the dark form with glowing green eyes as it approached them. 

"Yes, exactly like that!" Danny said in a raised, panicked voice.

Both of them jumped up to their feet, and bolted away from the dark form. Running towards a structure up ahead, which was mostly obscured by the fog surrounding them.

Danny was only to make out the outline of the building. Somehow it seemed familiar, but also out of place as his mind struggled to place the oddly familiar shape.

A loud scream brought him back to the present. And as he looked back, he saw Tucker being dragged over the ground. One of those dark tendrils that originated from the things deformed wings, had wrapped itself around his left leg, and was now pulling his helpless victim towards itself.

"Tucker!" Danny bellowed as he ran back towards his friend. 

Danny grabbed Tucker by both his hands, and, with all the strength he could muster, tried to pull his friend back and out of the horror's grasp. 

Tucker screamed out as the thing tightened its grip around his leg and pulled harder, the tug-of-war strain on his leg causing him agonizing pain. Yet, despite the increased effort of the darkness, Danny was able to slowly pull Tucker away from it. And Tucker, despite the pain he was in, was kicking at the tendril that had wrapped around his leg with his other, free leg. Unfortunately, the darkness wasn't going to give up that easily. And in the blink of an eye, it wrapped another one of its shadow like tendrils around Tucker's right leg.

Now, with a firm hold on Tucker by holding both his legs, the dark form increased the force it was using to pull its prey towards itself.

"Ghaaa!" Tucker cried out as the force increased, his pants already started to tear.

Danny groaned loudly as he struggled to overcome the creature's strength, and slowly Tucker was slipping from his grasp.

"D-Danny... gha.. Use.. use your ghost powers!" Tucker screamed out as one of his hands slipped out of Danny's grasp.

"I can't. All they are good for is causing trouble!" Danny yelled as he held on to Tucker's other arm. Slowly being dragged with him, despite his efforts to keep the dark form from doing that.

"Yes you can! Just do it!" Tucker yelled at Danny.

Looking into his eyes, Danny saw fear, pain, anger, and also disappointment. Disappointment targeted towards him as he was failing his friend. Failing him just as he did to Sam.

'No!' he thought. 'Not again.'

"I'm going ghost!"

Danny yelled out while continuing to hold onto his friend. 

A white band of energy formed around Danny's midsection, before it split in half. One half moved down, while the other moved up. Each part of his body that passed through the rings of energy transformed. His clothes turned into a black jumpsuit with white boots, gloves and belt. His skin became pale, and a white glow came off of it. His hair turned white, and his eyes became a glowing green. And to top it all off, a large logo of his initials displayed proudly on his chest.

Where once was Danny Manson, there was now Danny Phantom.

During all of this, the dark form observed the transformation with great interest. An air of excitement could be felt coming off of it, and it became transfixed on the sudden change of the scared human, that it stopped dragging Tucker towards itself. 

"Let go of my friend!" Danny roared at the shade, his anger causing his eyes to glow heavily.

No longer interested in his previous prey, it released its hold on Tucker. Letting him slump to the ground, it looked at Danny expectantly, waiting for something.

"I will not let you take my friend!" he said with barely suppressed rage.

Lifting off the ground, levitating himself over his downed friend in a defencive stance, Danny prepared to attack the dark manifestation. 

"All night long you have been stalking me, hunting me down like some animal! NO MORE!" He roared. "You think I am defenseless, that I am unable to fight back? Well, think again." He said with a cold, menacing tone as he balled his hands into fists and made them glow green with ectoplasm. The green glow matching the glowing orbs making up the dark shape's eyes and specks in its mane and tail.

Right at the moment that Danny's hands started to glow with his power, the glowing orbs present in the form of the darkness picked up in luminosity, too. Glowing brighter and brighter, matching the glow produced by Danny.

"What the?" Danny said in confusion over this latest development. But he was unable to say or think anything more, as it was then that the pain started.

Danny screamed in agony as he fell to the ground. The dark entity stood before him, its eyes, and the glowing specks in its mane and tail continued to glow brighter and brighter. While at the same time, the glow around Danny's hands became weaker and weaker.

The brighter the glow of the dark entity became, the weaker Danny's got. It was as if it was draining the power straight out of him. As it did so, its appearance changed, smoothing out. Its thick legs became thinner, almost delicate, but still showing muscle. Its body underwent a similar transformation. Going from bulky to slim, and athletic and strength seemed to radiate off of it. The tendrils that came from the wings turned into pitch black feathers, while the wings gained a more natural look. Its head gained more detail, as its eyes, before nothing more than two orbs, turned into two expression filled eyes. A dark green, almost black swirl of energy formed in them, taking the shape of a cat like pupil. A tear formed at the tip of its muzzle, slowly stretching out to form a mouth. A mouth that immediately formed into a wicked grin, showing sharp, glowing green teeth. Its horn, which was first nothing more than a long, sharp spike, developed a spiral pattern on its surface while the length increased slightly, and the base became narrower. 

Danny struggled to remain conscious as the thing drained him of his power. Groaning weakly, he looked up at the transformed creature. Where before it looked like some cross between a bear and horse, it now looked like one of the princesses he had met in Equestria. Elegant, regal, and a distinctly feminine look. Yet, where the princesses looked kind and friendly, this being was anything but those things. 

Cold, demonic eyes glowing with the energy of the dead. Her mane and tail looked like those of Luna, yet they were formed in a similar fashion as Danny's legs as he turned them into an intangible tail. Undulating in an unfelt breeze, giving her already imposing appearance a powerful look. 

As he looked up at her, she looked down at him. Her grin grew even larger as she observed the weakening human, nearly drained of his strength. She could feel it, his power. Power from the dead, contained in the body of one alive. A mixture she had never experienced before in her existence. She held the power over the night and shadows, but he, he was something else. Something more, and less. He wielded a shadow of formidable capabilities, yet this creature of the dark was unable to tap into its true power. Nor did it have the intelligence to see the threat that was called Nightmare Moon as it absorbed her residual energy, and thus, it gave her a chance to reclaim what she had lost. Her physical form. 

By giving the simple shadow an increased intelligence, as well as some other abilities, she was able to slowly take root in this unique entity. As an added bonus, while her mind was slowly forming into this new host, she could also drain more energy from this human that wielded the shadow. But it was a slow process. She could only drain his energy while he used it. She was unable to directly tap into the source of his powers, and this ape was unwilling to use his powers for anything more than simple chores. 

But then she was in luck. Some foals, two of them sisters of two of the six ponies she loathed above all else, got lost in the Everfree Forest. And the human, with his misguided sense of nobility, rushed to help. 

At first she didn't think much of this. She was only a passenger in his mind at that time. Even worse, a servant. She was merged with his shadow, but did not yet control it, and thus was forced to obey his commands. But that changed after his fight with the manticore. The beast that forced out more of his delicious power. She feasted on the sudden increase of undead energy, growing in strength. And at long last, she was gaining control of the shade. 

But she needed more, much more. Her form was still linked to this human, and while she was now able to control his shadow, she was unable to extend her mind to his. Something was shielding him from her, making it impossible to corrupt his mind as well. 

But this was of no concern to her, as his ugly form was not something she wanted her mind to reside in. His shadow, however, was the perfect vessel for her. A perfect form, for a perfect being. A form of darkness for the goddess of the night. So she needed to separate this form from his, and the only way to do that was to absorb all of his energy into herself. This would cause his body to die and decay, while her form would be free from the shackles of his mind. And so she used her ability to shape one’s dreams, and provided him with a nightmare worthy of her name. A nightmare that would lure out his full power. Dream or not, his powers were all the same, and she made sure she would absorb every last bit of it.

Slowly, Danny Phantom was fading, and Nightmare Moon was rising.

Danny could feel his strength being drained from him. He reverted back into his human form as he was no longer able to sustain his ghost side. He shakily raised his hand, as if in an attempt to grab the feminine shadow before him. But the energy to lift his arm up left him, and his arm flopped onto the moldering leaves covering the ground while his vision became dark and blurry as he was slowly losing consciousness. He struggled for a little while longer, not wanting to give up, but he knew he was beaten. His vision narrowed until all he was able to see where the legs of the nightmare standing before him, until those started to fade into black too.

"Oh no you don't!"

An impossible voice yelled. The meaning of what she said was meant for both the nightmare and Danny.

A blue, white beam of energy, with bands of the same energy spiraling around the main beam, hit the shadow in its chest, and Danny could feel his energy rush back into his body. And as his vision returned, he saw the dark form being sucked up in the spiraling vortex of blue energy. 

Screaming out in rage, the shadow disappeared into a device looking like a thermos as the person holding the ghost catching device slammed the lid onto it, sealing the nightmare into the containment unit.

But this was not what Danny was looking at as he lay there on the ground. No. He was looking at the one holding the device, the one who had saved him. And she couldn't have been there.

"Looks like you boys could use some help." Sam said with a smirk as she bounced the thermos in her hand. 

"Sam?" Danny said hesitantly, not believing what he was seeing.

"Impossible." Tucker said, equally shocked.

"What's the matter, boys? You look like you've seen a ghost." She said humorously as she caught the thermos and walked over to Danny. 

Looking up at the impossible girl, Danny could only blink dumbly as Sam offered her hand to help him get up. In a daze, he grabbed hold of her hand, and with little to no effort she helped him back on his feet.

Sam gave an eye roll from the look she was getting from Danny, but a slight grin showed it wasn't in annoyance. Walking over to Tucker, she helped him back up too, and receiving a similar look from him.

"Come on you guys, as much as I like to be looked at all day," -she said sarcastically- "can you please stop staring like that?"

Tucker and Danny stared at each other for a moment, asking each other without words if the other was seeing what they were seeing.

"How..." Danny began, but was unable to finish.

"How what?" Sam asked.

"How are you here? How can you be here? You can't be real." Danny said in a rush, the impossibility of Sam being here messed with his mind.

"Easy," she said. "I'm not really here, nor am I real. And neither is Tucker." She said with a nod towards Tucker.

"Say what!?" Tucker said, dumbfounded.

"How do you mean he is not real?" Danny asked in confusion. "He is standing right there."

"Yes he is, and no he isn't." Sam answered, but only receiving blank stares from her two friends. She sighed out, "You really don't know, huh?" She said with a sad shake of her head.

"Know what?" Danny asked, growing more confused by the second.

"Danny, this isn't real. Any of it. Haven't you noticed how Tucker is still a teenager while you are an adult?" After she said that, Danny immediately looked at his friend, and noticed that she was right.

"What.... But how?" he said, shocked while Tucker looked himself over, suddenly very distraught with his younger form.

"Because you don't know him as an adult." Sam answered. "Danny, this is all a dream. A dream produced by that thing currently residing in the thermos." She said as she slightly shook the mentioned object. "She has mixed your memories with her own, creating what you see here now."

"What!?" Danny yelled.

"But how am I not real?" Tucker asked as he patted his chest. "I feel real, I think."

"That is only because you are made from the memories of Danny, placed into a world where he can't determine real from fake." Sam said somberly.

"But how do you know about all of this then? If you aren't real either, then aren't you made of my memory too?" Danny asked, trying to make sense of it all.

"Yes, aaand no. Look it is complicated, and it will take forever to explain. For now, all you need to know is that I am here to help." Sam told him as she walked to the edge of the ravine, and threw the thermos down in the darkness below.

"Why did you do that?" Tucker asked shocked.

"Because this is her lair, and the thermos will not hold her forever. And I don't want to be anywhere near that thing when she breaks out. Now, come. There is only one way for you to get out of this place. So you better follow me."

Reluctantly, Danny and Tucker followed their dead, suddenly alive, but not really here, friend. Not knowing what to make of all of this. Danny's mind was spinning with countless questions, least of all, if she's not really Sam, then who is she?

"So, where are we going?" Danny asked as he caught up with her.

"To the root of the problem," she answered. And as she said that, the fog lifted, revealing the previously obscured building Danny noticed earlier. And his heart almost stopped when he realized what he was looking at.

"..I..Is that..." Danny stammered weakly.

"The place where Sam died? Yes," she answered. "But more importantly. It is also the place where your life ended."

Danny looked at 'Sam', confusion clearly evident on his face over her choice of words.

"Ehh. No it didn't. I didn't die."

"I never said you died. I said that your life ended. There is a difference." 'Sam' told him as she walked towards the partially covered hole in the store's front, tore off the police tape, and kicked away some of the planks placed there.

"More than one life ended that day. Sam died, yes. But your life, Tucker's and many more were destroyed as well. Most of them were able to pick up the pieces, and go on with their lives... Mostly. But you," she said, shaking her head. "You were unable to do so. You gave up everything, including your own name, just to keep her alive. Noble, but stupid. If you deny who you really are, then you will not really be alive." She finished with a pitying tone, looking at Danny over her shoulder.

Danny looked down at his feet. Sam, or not, her words struck home. A knot could be felt in his chest as years of pent up frustration, sorrow and guilt threatened to burst out. But there was also another emotion at play. Anger, anger towards the one who claimed not to be Sam, but took her form all the same. His hands were balled into fists so tight they were shaking as he tried to keep his emotions under control.

"Dude, calm down." Tucker said as he placed his hand on his friend's shoulder. Only now realizing he had to reach up to do so.

Looking down at teenage friend, Danny took several calming breaths before nodding. Slowly he calmed down, and, when he felt he was able to control himself, looked back at 'Sam'.

"Better?" she asked.

"No." Danny said in a forced tone.

"That is not surprising. For years you have been running from this, and now I am ripping open this old wound. Do know that I am not able to heal you, or anything. Only you are able to do that. But I can set in motion the events that will help you. But for me to be able to do that, we need to go deeper." She said.

"Deeper? Deeper into what?" Danny asked, confused.

"Into your subconscious. There we will be able to start fixing this problem." 'Sam' answered.

"What do you mean?" Tucker asked before Danny could.

"This place, all of it, is made by that thing I just threw down." 'Sam' said as she waved her hand around, indicating the entire area. "She controls it, shapes it as she sees fit. I am only able to guide you, but nothing more. Also, she wouldn't allow you to remember any of this. She will make sure that all that you see or hear in here will be wiped from your memory. So telling you to do this or to do that is not going to work." 'Sam' explained to Danny, knowing that it was his subconscious that made Tucker ask the question.

"Okaaay. And this is important how?" Danny asked, not understanding.

"It is important because, in here there is almost nothing we can do. We can only work with the environment that is provided to us. Mainly, the memories from you, and her. In here, we are powerless. But out in the waking world, she is not in control... Not yet. But for this to work out there, you need to remember it here." She explained.

"But didn't you just say that I won't be able to remember anything in here." Danny asked her.

"Yes. But there is a way around it, a loophole if you will. You won't be able to remember a memory, but you will be able to remember an idea. An idea that we are going to place in the core of your being. But she will resist.... Heavily." 'Sam' finished as she stepped through the hole and inside the abandoned structure.

"Are you coming?" she asked the two men standing behind her. Both of them had a look of utter bewilderment and confusion on their faces. A clear indication just how much trouble Danny had with trying to comprehend what she just said.

Seeing 'Sam' disappear inside the building brought Danny back to the here and now and, somewhat reluctantly, followed her inside, followed shortly thereafter by Tucker. Only for them to freeze when they heard a loud, piercing scream.

<<>><<>><<>>

A short moment earlier

Down in the dark, it lay. A device made of a silvery metal, and light green markings on it. 

The presence inside unleashed her might on the damned object that had managed to seal her away, and stop her from breaking the bounds that had chained her. More and more force was unleashed into the cylindrical trap, her strength amplified through her rage. So much power was forced into the object that it started to shake. Slow at first, but gaining in strength, and soon it was rocking around like a thing possessed. Which, in all fairness, it was.

Cracks started to form over the surface, and dark green fog leaked out as the device continued to shake. Not long thereafter, light started to shine through the cracks as the fail-safe failed. The only light that she didn't allow to exist in her realm, and any shadow that was near her faded away with a hiss. More power was forced in the weakening structure, and slowly black fog mixed with the green as her form poured out of her prison.

Still adding more and more of the power she had managed to steal from this human she was bonded to, she finally managed to break out of the infernal device. It sputtered and sparked as she looked down onto it. Her rage grew to new levels as she saw what it was. 

A thermos. Something to keep drinks in was used to seal her away. Cursing in a language not heard in over a thousand years, she crushed the device under her hoof as she screamed out in rage.

<<>><<>><<>>

A loud scream pierced the night. A sound filled with rage, and Danny, Tucker and 'Sam' stopped in their tracks as they looked back at the ravine 'Sam' had just thrown the thermos down into.

"Damn. That is faster than I thought it would take her to get out." She said, sounding somewhat shocked.

"So what do we do now?" Tucker asked, slightly nervous as he continued to stare at the spot 'Sam' had dropped the thermos.

"Not much we can do. Not directly, at least." She answered as she started moving again, going deeper into the structure. "Come on, this way." 

"How do you even know where we need to go?" Danny asked as he followed her, still not sure whether he should trust her, or not.

"It's complicated, and not something we have the time for me to explain." She said hesitantly, not meeting his gaze.

"Well, I am not going anywhere unless I get some answers." Danny said as he crossed his arms and stopped walking. A defiant act that was somewhat ruined when Tucker walked into him, sending them both to the ground.

"I'm sorry, Danny. But I won't be able to do that." She said, sadly. Looking away, carefully hiding the flash of green that showed in her eyes for a moment. "We all reach a point where we need to understand the choices we make, and this is mine. I can't explain this to you, not yet, it's not yet the... time for that." she added, carefully choosing her words.

"But I am here to help, that much I can tell you." she said as she looked Danny in the eyes, reaching out a hand to help him back up.

Looking back at her, Danny was unable to detect any form of deceit. Whoever she is, she was telling the truth. Yet something was bothering him, and it wasn't the dark mass slowly lifting herself out of the depths that 'Sam' had thrown her in.

"You tell me to trust you, and to follow you to who knows where. Yet you show yourself as Sam, but say you aren't here. Why? Why should I trust you? You might just as well be—" gesturing around him with both arms "—another part of this messed up nightmare I have." He said with a raised voice. Ignoring his gut feeling to start moving again as the Nightmare came closer.

"I took this form because it is how you remember m-... her. And in here, I am just as real as Tucker. We are both a memory, a part of who you were. But Tucker is only working on the memories you have of him, as well as your own mind set. I am something different. An outside force if you will. I reached out to you because you were in need of help, desperately." She finished as she saw Nightmare move closer still. The only reason she wasn't moving faster than that was because Danny's subconscious was still fighting her. The small part of him that knew what was happening, and tried to prevent it.

"Now come on, we need to move!" she desperately said as she dragged Danny with her by the arm.

"Wait, an outside force?" Danny said as he remembered something.

****

'Didn't princess Luna guard your dreams?' Ruby asked.

Ehu... What?' Danny said in a sleep deprived confusion, not understanding what she meant.

'You know! Princess Luna. She, and her sister visited you some time ago.' Ruby said, almost in shock, not believing he didn't know who the princess was.

****

"What the?" Danny said in confusion as he saw the translucent images of Ruby and himself standing a few meters away from them, replaying the conversation that they had not too long ago.

"It's a memory, Danny." 'Sam' said as she, too, stopped for a moment to look at the translucent images, before continuing to move away from the shadow once more. "And to answer your unspoken question. No, I am not princess Luna." She shot a sideways glance at the Nightmare following them as she told him that.

"Hey you guys, wait for me!" Tucker yelled as he realized he was almost forgotten as he continued to stare at the images from Danny's mind.

As the trio ran away from the approaching darkness, they failed to notice that Nightmare Moon had stopped to observe the memory left behind as it slowly faded into the subconscious mind of Danny.

A spike of anger went through her being as she heard the name of her other self being mentioned. Shadows rippled around her, and cracks formed in the floor underneath her as her anger rose. Blasting the memory away with her power, feeling no satisfaction as it disappeared into thin air. 

As her rage slowly subsided, she looked around and observed her surroundings. Her eyes widened in shock as she realized where she was, and what this would mean to her. She couldn't let this happen, not if she wanted to break free from this ape. So, using her power -increased after the energy she had managed to steal- she changed the dream, forcing her prey to visit some of her memories instead of his own. But with some adaptations to them. Instead of fighting her, they will be fighting them.

A twisted grin formed on her muzzle as she set in motion the events that would truly make this nightmare into something he would stay in.

<<>><<>><<>>

"Come on, this way!" 'Sam' said as she dragged Danny with her.

"Will you at least say where we are going?" Danny asked as he started to lose his feeling in his hand thanks through her tight grip.

"We're going to the place where your life was changed." She answered as she ran towards a door and opened it. "Now, this won't be easy, but just... know...." She trailed off when she stepped through the door and looked around. 

No longer were they in the convenience store where Danny's life was changed. Instead, they found themselves inside an old castle. A very old castle. Time had taken its toll on the ancient structure as nature had reclaimed it. Collapsed walls, doors barely hanging on their hinges, large cracks and gaping holes in the floors as segments had given way to gravity, large vine like plants grew through broken windows and covered anything within its reach. There was also a large amount of dust covering everything, indicating that there had not been anyone in here for a very long time.

And in the midst of it all stood a large pedestal. In the center of the pedestal lay a large spherical object covered with moss, while five arms extended from the middle, with bowls on the ends of them. Some treasure once lay in them, but now it was long gone. 

"Ehh.... Is this the right place?" Tucker asked as he looked around in confusion.

"No, it isn't." 'Sam' said in a frightful whisper.

"Then where are we?" Danny asked as he looked around, "Is this another memory of mine? Because I do not remember this place."

"That is because this is not a memory of yours." 'Sam' said. "Keep your eyes and ears open, you two, this nightmare has only just begun!"