• Published 27th Aug 2012
  • 5,476 Views, 233 Comments

The Element of Fear - teganaxis



Celestia is the fearless leader of Equestria, or so she believes. But when a nightmare from her past returns for the lives of her friends, she rediscovers true fear. Will she learn to cope with the fear and save everypony? Can she?

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Primal

You gain strength, courage, and confidence by every experience in which you really stop to look fear in the face. You are able to say to yourself, 'I lived through this horror. I can take the next thing that comes along.'

-Eleanor Hoofsevelt

---

"Ah... five more minutes..." Celestia mumbled sleepily, shifting uncomfortably on her bed. She closed her eyes tighter and tried to ignore the glaring sunlight.

Wait, sunlight?

Celestia opened her eyes slowly, confusion blossoming in her mind. Rolling over onto her side, she looked upwards through the canopy of trees to confirm her suspicions. Lo and behold, the sun was already high in the sky, its life-giving rays blasting down on the Sun Princess with brutal intensity.

Canopy? Trees??

Alarmed, Celestia quickly rose to her hooves only to discover that her bed had been replaced by grass, and that her walls and ceiling had been replaced with a sprawling forest and clear blue skies. Countless tall and majestic pines surrounded the princess, interspersed with green ferns and grey mushrooms. Orange pine needles, the color of sunset, littered the forest floor. The forest was strangely quiet, but not in an eerie way. It felt peaceful.

"What is the meaning of this...?" Celestia rubbed her eyes sleepily. "Did Luna raise the sun today?"

The alicorn pondered the situation. Was she kidnapped? No, her guards would make quick work of any idiot who tried. A prank? Celestia knew Luna had a mischievous side, but kidnapping her sister and taking over her duties would be a bit much... unless...

A coup?

"No, that's impossible." Celestia reasoned, grinding her teeth. She shook her majestic head in an attempt to expel the poisonous thoughts from her mind. "Prank or coup, I need to return at once." she growled. She focused on an image of her throne room in Canterlot and reached for magic. The royal mare disappeared in a flash of bright yellow energy.

...and reappeared less than 20 feet away from her previous position. Bewildered, she tried again, only to achieve the same result. Grunting in anger, the princess put all of her power into a single teleportation spell and let it loose.

An icy shock and a splash rewarded her latest effort. The alabaster alicorn gasped and flailed about wildly before realizing where her spell had taken her. She had landed in a small, pristine lake. Frowning deeply and slightly embarrassed at her blunder, the princess slowly pony-paddled to shore. After she pulled herself out, she attempted to use a burst of magic to dry herself off. Celestia's magic failed her once again, only managing to dry off her wings, leaving the rest of her body completely soaked.

'Why can't I use my magic?' the alicorn thought, thoroughly confused. Annoyed and frustrated, she shook herself vigorously in a very unprincess-like manner, launching water droplets in every direction. Fortunately, the day was pleasantly mild, and being slightly damp after her short dip didn't make the immortal too uncomfortable. Celestia turned towards the water and looked at her reflection, dreading the damage the water must of done to her royal mane. The princess recoiled in surprise.

Celestia was a filly. Lacking all of her royal height, the princess stood at a whopping 2 feet tall, her once majestic mane reduced to a short, messy imitation of its glorious self. In fact, her entire body was in a state of disorder: her alabaster coat was disheveled and tangled with blades of grass, her hooves were unkempt and dirty, and her prismatic tail was choppy and dull. She looked just like a filly who had been out playing all day with her friends. The Sun Goddess turned away from her strange reflection, mind racing.

'I don't understand,' Celestia thought, 'It's been eons since I looked like this!'

Celestia furrowed her brow, deep in thought. Maybe a spell did the deed? No, no spell could be powerful enough to cause the change. Celestia had heard of spells that reversed aging, but all could barely take away 20 years; the strongest maybe subtracting 40. Spells like that were forbidden and locked away, and they took energies beyond common ponies. The princess looked closer at her surroundings; something about the autumn-colored forest nagged at her.

The tall pines, the mild air, the dead silence... Celestia felt like she knew this place. The whole forest seemed... familiar. Ancient shadows stirred in the confines of her mind. Memories shifted from their long forgotten graves. Jolted, the filly gasped.

"It can't be..." Celestia breathed. Spreading her small wings, the foal launched herself into the air, dodging around the sharp pine needles. She cleared the canopy and floated high into the cloudless, bleached-blue sky. The forest stretched out as far as the eye could see, a living sea of green and orange that went on for miles. Stunned, the filly continued to float in shocked silence.

"...The First Forest..." she murmured in awe, struggling to take it all in. "I-Impossible... This is impossible," Celestia cried, gripping her head between her hooves, "I haven't been in this forest for centuries!"

"UUUUUUUUUUUUUUUUUUUUAAAAAAA..."

Celestia screamed and made for the trees. She reached them just in time.

"That settles it..." the filly decided, looking skyward and rubbing her eyes.

A massive creature of impossible size glided silently through the air, propelled forward by some unknown force. Its face was that of a viper, with cruel slitted eyes the size of Canterlot Castle and fangs, Celestia shuddered to think, even larger. Its body went on for miles, vanishing over the horizon. The monster had scales bigger than a fully grown dragon, scales that shined and glittered in the sun as it undulated its body forward, heading towards a mysterious destination. Celestia watched it for almost an hour, when it finally vanished over the opposite horizon from which it came.

"Uruboros... The Serpent of Beginnings..." Celestia blanched. Uruboros was a creature the goddess wished to never see again.

Eons ago, long before the time of the ponies, and even before the appearance of the Moon Princess, Luna, Celestia appeared in a barren world full of infinite deserts and dark oceans. She was not born nor was she created, she was just simply... there. The first thing Celestia remembered was opening her eyes on top of a tall sand dune, blinded and surrounded with darkness. Choked by invisible sandstorms and crushed with loneliness, the newly awakened princess created a friend.

She created the sun.

For the first time, light washed over the world. Celestia could finally see. What she saw terrified her.

Massive creatures with unimaginable powers roamed the landscape. Primals, Celestia called them. They were beasts that nearly killed the foal on many occasions. The Primals were at war. They clashed in the sky, on land, in the oceans. The raw destructive energy they gave off forced Celestia to hide underground for ages, bringing the sun out and putting it back whenever her magic became too strained. She gave them names: Zeus, Uruboros, Oceanus, Mars, Leviathan... their numbers were countless. Under the light of the sun, they fought each other for territory until only a few remained. Their godly skirmishes became less frequent, and the world was becoming safer and safer every day.

One long night, the little immortal had a vivid dream of a great forest filled with things she had never seen before. Trees, grass, ferns... the color green. When she woke up and brought out the sun, she was stunned to see her dream had become reality. The first mortal life ever conceived.

The First Forest.

Weary, Celestia floated back to the forest floor, landing next to the small lake. She had forgotten the forest. The alicorn shook her head, deeply disturbed. She remembered her first years with crystal clarity. She remembered meeting Luna for the first time, creating the moon for her sister, creating the first pony... so why was she unable to recall such an important moment in her long life? Thinking back, most of her memories of this place were still foggy even now. Growling in frustration, she hit her head against a tree in a vain attempt to jolt her memory.

"Ow!" she yelped, rubbing her now-aching forehead. How does Pinkie do it?

Furthermore, how in Equestria did Celestia end up in the past? Celestia could only think of one spell that could send a pony back in time, a spell that wasn't nearly powerful enough to send her even close to this far back. Not to mention, if Twilight's experience was anything to go by, it should have worn off a long time ago. There was simply no explanation for Celestia's current situation.

An ordinary pony would've panicked in her situation, but Celestia was made of much tougher stuff. Taking a deep breath, Celestia measured up the situation. She was trapped in the past, with possibly no way back. She was a filly with pathetically weak magical abilities. Finally, the princess had to watch her step; the last thing she wanted to do was piss off a Primal.

Weighing her options, Celestia decided to head back to the clearing she woke up in. The filly figured maybe she could find some clue about why she was here, or why she had forgotten this place. Looking around, Celestia quickly realized she had lost her bearings when she teleported recklessly before. Disappointed by her lack of foresight, she concentrated on her magic and closed her eyes. Filly or not, it seemed, she could still use spells she learned when she was older.

Celestia opened her eyes and was delighted to see a faint yellow-gold thread floating easily on the breeze, leading deeper into the forest. Smiling contentedly, she followed her magic detection spell towards the origin of her first teleport.

About an hour later, the foal began to feel a painful straining sensation originating from her horn.

"Urgh... is the detection spell really taking that much energy...?" Celestia muttered angrily to herself, shielding her eyes from the sun as she trotted through a clearing.

The sun! Celestia face-hoofed and directed her gaze to her first creation. The great yellow orb hung high in the sky, awaiting the orders of its master. Thinking back, Celestia realized that she must of had the sun up for too long now; it might have been draining her while she slept. It was starting to take its toll. Reluctant to take her friend out of the sky before she reached her destination, she tried to continue trotting. Another fifteen minutes later and the slight strain bloomed into a fully-fledged headache.

"Being a filly again is such a pain..." she grunted, annoyed. Closing her eyes once more, the Sun Princess reached out for the sun until she felt it in her grasp. Warmth and comfort passed through her small body. She embraced her oldest companion in her thoughts and gently moved it past the horizon, as if she were putting a foal into its crib. Finally, the sun disappeared completely from sight.

Pure darkness. Squinting her eyes, Celestia realized that she couldn't even see her hoof in front of her face. The princess looked up to confirm what she already knew. The First Forest was conceived far before Luna appeared; thus, the moon and the stars did not exist yet. Sighing, the filly princess focused her magic. A small light flickered into existence at the tip of her horn, lighting up the woods around her. Despite Celestia's best efforts, however, the magic only managed to illuminate the area about five or so feet in front of her face. It almost seemed like the night was pushing back, eager to extinguish the small light. Shrugging, Celestia found the golden thread again and continued to follow her path into the unnatural darkness.

Crunch, crunch, crunch.

Something was different about the forest at night, Celestia thought. The dead silence, which before had felt calm and peaceful, now seemed strange, even condescending. Every crunch of the pine needles beneath the immortal's hooves sounded scandalously loud and obnoxious. She felt like she was disturbing a grave.

Crunch, crunch, crunch.

Celestia gulped. The alabaster alicorn was not used to being so short, but compared to these great pines even herself as an adult would be pitifully small. She felt like the trees were looking down on her, judging her.

Crunch, crunch, crunch.

The princess, eager to think about something else, allowed her thoughts to wander back to her kingdom in Equestria. She wondered if Luna was missing her. Celestia snickered at the thought of her younger sister trying to raise the sun. Lets just say previous attempts had been less than successful.

Crunch, crunch, crunch.

What was Twilight doing? Knowing her number one student, she was probably reading some fascinating story or studying some dusty old tome. What would she do when she found out her mentor was missing? Freak out and overreact, Celestia figured. Although, she reasoned, maybe freaking out would be appropriate, considering the circumstances. Maybe her student would find a way to bring her back? Celestia hummed with pride.

Crunch, crunch, crunch.

Celestia just hoped another crisis didn't rear its ugly head before she managed to return. Lately, emergencies on a national level seemed to be popping up every other week. It's like Nightmare Moon's escape opened the metaphorical floodgates of disaster.

Crunch, crunch, crunch, crunch.

Celestia's ears perked up. She thought she heard something... was it just her own hoofsteps? She felt sweat bead on her forehead as her eyes darted around from place to place, meeting nothing but darkness and a few orange ferns. Pointing her horn in every direction, she scrutinized her surroundings. Finding nothing, the foal released a breath she didn't know she was holding. The forest was getting to her. Starting on her path again, she decided to sing a little tune.

"Giggle at the ghostly, guffaw at the grossly..." she began, eyeing the trees around her. As she continued to sing, the filly felt herself becoming more relaxed. She was an immortal goddess, what did she have to fear from a few Christmas trees?

Crunch, crunch, crunch.

There, see? She giggled as she finished the song, slightly embarrassed by her behavior.

'It is unbecoming of a princess to harbor such irrational fear,' Celestia thought, shaking her head.

'Although,' she pondered with a grin, 'I should give Pinkie some sort of recognition for that wonderful song of hers. Maybe I can get Octavia to play it at the next Grand Galloping Gala?'

Crunch, crunch, crunch.

Frowning, Celestia came to a stop. Being deep in thought and, she was embarrassed to admit, focused intently on singing, she had somehow managed to lose her way. Humming Pinkie's song to herself, she looked around without results; the golden thread was nowhere to be found.

"Oh, silly me," Celestia chastised herself out loud, "looks like I've lost it." The princess cast her mind out over the area, looking for any threads of magic that might lead her to her previous path. Surprisingly enough, not only did she find her previous thread, but she found another.

The second thread was, without a shadow of a doubt, not the work of Celestia. Instead of the warm, comforting light given off by the goddess' sun magic, the magic was strangely... hollow. It gave off no magical heat, and it blended in perfectly with the darkness. It had no color, no personality, no anything! It was just... there.

Celestia tried to remember a time she felt magic like that. Something nagged at her from the back of her mind. It felt like something was trying to warn her away. Every unicorn's magic was supposed to have a specific feel, a defining feature. The magic Celestia was feeling now felt simply... faceless.

Crunch, crunch.

Celestia's ears twitched at the noise. She hadn't moved a muscle this whole time. What was that sound?

Crunch............. crunch.

"Who's there!" Celestia yelled, voice cracking in sudden anxiety, "Show yourselves this instant!"

...

The foal stood stock-still, every muscle in her body tensed. For what seemed like an eternity, the only sound she heard was the frantic drumbeat of her own heart.

'N-nothing...?' the alicorn princess gulped, searching the darkness for a sign of somepony's presence. After minutes of standing still, her heart began to slow down.

"H-ha, ha... ha. I suppose I have to act like a foal now too." Celestia laughed awkwardly. She took a shuddering breath and drew herself up, shaking her head. The golden thread appeared again in front of the filly, showing her the way to her destination.

"I am a princess, one of the rulers and protectors of all of Equestria! I'm not afraid of a few snapping twigs." she said, mostly to convince herself. Cautiously, she turned towards her selected path and put her hoof forward onto the waiting ground.

Crunch...

Crunchcrunchcrunchcrunchcrunchcrunch.

Screaming in terror, Celestia shot off like a rocket, barreling through ferns and dodging trees as she went. Forgetting everything about her destination, she ran in random directions, criss-crossing through the forest in a mad, fear-fueled attempt to lose whatever was following her. Her muscles burned, her sides quaked, her lungs were on fire, but she kept running. She kept running for what seemed like hours, until she finally collapsed, wings twitching at her side.

She laid there for several minutes, breathing heavily and staring into the abyss of black beyond her light spell.

'W-what... Is this feeling...?' Celestia questioned herself. She searched her memories. Had she ever felt like this before? The immortal could find nothing to compare it to. Was this true fear?

Celestia didn't know. The princess was a little afraid of the Primals, but she knew if she kept her head down they wouldn't bother her. She felt no fear towards Discord; only anger for what he put her and her subjects through. When Nightmare Moon rose from the depths of her sister's mind, she felt sadness and despair, but not fear.

A memory floated to the surface. She remembered running through the forest. She felt the same back then... God, why couldn't she remember it all? She dealt with this before. Was something trying to talk to her? Hurt her? A thought, unbidden and steeped in terror, rose in her mind.

Did something want to... kill her?

Celestia grimaced and rose to her shaking hooves. 'I am immortal.' Celestia reasoned. 'There is no need to assume some unknown creature suddenly has the power to kill me.'

Shaking herself to clear her mind, the filly poured more magic into the light spell, lighting up an additional foot or so. With a start, she realized she had found herself back in the clearing where this whole ordeal began. It was pure coincidence that her terrified flight brought her here. Adjusting her cramped wings, the Sun Princess sighed. Why didn't she just fly away, instead of galloping aimlessly through the woods like a foal?

Weary and listening intently, the filly made her way to the center of the clearing, hoping to find something that could shed some light on why she was here. She walked as quietly as she could, taking care to avoid stepping on anything that could snap, crunch, or crack. The silence of the forest felt expectant, as if there was an audience eager to see what happened next. The whole night so far had given Celestia a disturbing feeling of deja-vu. Sadly, whenever the alicorn tried to reach for more information, her mind became foggy. Frustrated, the goddess stopped in the middle of the clearing and peered at the ground. She gasped, her eyes widening.

Etched onto the ground was some kind of symbol. It was a large, perfect circle about two feet in diameter, with two lines crossing through the center to make an X. Upon further inspection, Celestia could clearly see that the indentation her sleeping body had made was inside the circle. The filly's mind began racing.

'A symbol? There is no doubt then, something intelligent is in this forest with me.' Celestia scratched her head in embarrassment. What if the thing approaching her earlier simply wanted to be her friend? You would think all of the reports on friendship she read would teach her to at least give this creature a chance.

'No,' Celestia thought, rubbing the tiredness out of her eyes. A friendly creature would have responded to Celestia when she called for them. Whatever this was couldn't be friendly.

What now? The white alicorn was lost as to what she was supposed to do next. Sleep was out of the question, no matter how tired all of this exercise had made her. Looking around, the princess began to think of solutions to her current predicament. After a while, Celestia concluded there was only one course of action; she needed to confront whatever spooked her before and either ask it what she was doing here, or blow it to kingdom come. She couldn't think straight with the unknown specter still looming over her.

Reaching out with her detection spell, she searched for the hollow thread of magic she associated with the creature. She found it.

Right behind her.

The filly froze, her hairs on end. It was right there, not more than a foot behind her. How did she not hear it coming? Could it move in complete silence? If so, why would it make the sounds she heard before? She closed her eyes tight.

Slowly, the foal forced her legs to move out of sheer willpower. Her tail twitched nervously and sweat beaded around her horn as she struggled to keep the light spell going despite her overwhelming feeling of dread.

'I-It's just l-like tearing off a band-aid, Celestia,' she reassured herself, 'L-look. Look. Look!' Yelping in fear, the filly turned around and opened her eyes. Nothing.

Alarmed, Celestia cast her magic out in all directions, desperate to locate the creature. She found nothing. The princess' breathing became quicker with panic. It didn't simply walk away, and Celestia didn't feel it teleporting. Magic like that would leave a trail like the alicorn had followed before, but the clearing around her was quiet and devoid of all magic but her own.

"How?!" Celestia screamed, her voice steeped in panic, "What are you?! Where are you?!"

Silence. The filly took a deep breath, but failed to slow her breathing and heart down. Powerful paranoia filled her mind. It could move in complete silence and could seemingly teleport without the aid of magic. It could be anywhere. Watching her.

Crunch.

"No!" Celestia shrieked, spreading her wings and launching herself towards the black void above. She didn't get very far.

Not five feet off the ground, Celestia began to cough. Surprised and terrified, the filly was forced back to the forest floor. Celestia was immortal. Immortals don't get sick, and they don't cough. What was going on? The light spell ended abruptly, her concentration broken. Coughing became hacking, hacking became hissing. She couldn't stop. Her eyes watered and her throat burned, but it wouldn't end. Desperate for air, it felt like the hoof of a giant was forcing her down to the ground. She collapsed onto her belly, clawing at her throat with her hooves. Her vision began to blur. Was she dying?

Then, as suddenly as it began, it stopped. Terrified and in pain, the filly broke down into cracked sobs. Her lungs, finally given the air they desperately needed, began to stop burning. Celestia cried harder than she had in a millennium, holding her hooves over her leaking eyes to block out her fears. She felt like she looked; a young, horrified foal trapped in the dark.

Celestia didn't know how long she spent there, huddled on the ground in a sobbing heap. Finally, feeling spent and burnt-out, the filly rose to her hooves. She no longer felt her usual royal resolve. Being a princess in this forest meant nothing. She just wanted to go home. Talk to her sister. Praise her student.

Tiredly, the goddess re-activated her light spell. The world in front of her came into focus, revealing nothing but a few mushrooms and a blanket of pine needles. She had to keep going. She couldn't break now. But where would she go?

She would never try flying again. The results of such efforts were still clear in her mind. She needed to find a way out of here, and she needed to do it on hoof. Steeling herself, Celestia struck out in a random direction, praying to find something, anything, that could help her escape.

Escape what? What in Equestria was she so terrified of anyway? A few crunchy pine needles and some weird thread of magic? The whole thing felt utterly ridiculous. Her rational mind knew this. But her instincts told a different story. She needed to get away. She was the prey. And the predator could be anywhere. Watching her with hungry eyes. Toying with her.

Something out of the corner of her eye caught her attention. The filly saw two great pines next to each other; ordinary trees, except one had something carved on it. Cautiously, the Sun Princess edged towards the tree in question. Reaching it, the alicorn squinted her eyes in concentration, attempting to read the hastily scrawled message.

DOn'T LET it tOUCH yOu THE VISionS

The words ended abruptly, with the top of the S extending into a messy line, but Celestia got the message.

It.

If the immortal had any doubts, they were gone now. Something in this forest was hunting her. Something she couldn't touch, no matter what. The alicorn's gaze hardened. Her foe was becoming more and more real. She couldn't fight the crunching of pine needles, but she could fight a monster. She'd done it before countless times before, and, the filly reasoned, she could do it again.

'Now I'm the predator,' she grinned, her fear melting away. She would show this creature why her subjects trusted her to command a kingdom. Celestia caught movement in her peripheral vision. The goddess directed her eyes towards what she assumed was the second tree.

It was no tree.

The creature was so tall Celestia had simply mistaken it for another pine tree. It was easily three times the height of Celestia in her prime, a disturbingly thin "pony" dressed in a sharp black tuxedo that made the darkness of the night seem pale in comparison. A blood red tie wrapped around its slender neck like a noose. Its skin, in contrast to its attire, was blindingly white, and its face... it simply had no face or mane to speak of. The filly could see the indentations of where the eyes were supposed to be, and where the nose should've been, and the slight crease that indicated the location of the mouth, but none of those defining features were prominent. The thing looked like its face had been covered with a pillowcase.

The monster stood tall, not bothering to glance at Celestia, simply staring into the distance. The filly's former resolve disappeared instantly at the sight. Her jaws moved uselessly, trying to force out words in an attempt to communicate. Her mind moved at the speed of molasses, and everything felt like it was moving in slow motion.

It turned its head towards her.

It had no eyes, but it was staring at her. Watching her. Looking right at her!

It was going to take her.

Run. Run. Run. Run! Run!!

Celestia let out a blood-curdling scream, turning on her back hooves and galloping in the opposite direction. She could still feel its eyes on her. Its pale face was imprinted, stamped, emblazoned on her mind's eye. Looking over her shoulder, eyes wide, she saw it on the edge of her light spell. The abomination was running, no, sprinting after her, its long legs pounding on the forest floor. She should've been able to hear it, but the creature was as silent as a ghost. Even when Celestia saw it crush a branch underfoot or run through a fern, it made no audible sound. It only made noise when it wished.

"Stayawaystayawaystayaway!!" the filly cried, feeling tears of fear begin to drip down her muzzle. The creature made no reply.

Celestia's muscles began to burn. Her breaths became shorter. Her lungs, still recovering, felt like somepony was pouring battery acid in them. She couldn't keep up this pace forever.

"What do you want from me?!?" Celestia screamed, voice breaking. "Please! Leave me alone!!" Silence. It wanted her.

Sobbing in short, painful gasps, she kept up the chase. She ran, and ran, and ran... but no matter how long she galloped, the being was still right behind her the whole time. It didn't even look tired. Could this thing even get tired??

She needed to make a stand, or be taken. Taken where, she didn't know, but every fiber of her being fought the notion with a passion. Being taken was death. Or something worse.

Roaring a fear-fueled battle cry, Celestia whirled around and planted her hooves firmly on the ground. The slender creature sped up and went in for the kill.

When the monster was inches from the sun goddess, she focused her magic and teleported behind it, grimacing at the toll the magic took on her already exhausted body. Biting her lip, she focused all of her power into what she hoped was a destruction spell that would make Discord blush.

The result was less than satisfying, but it got the job done. Instead of the massive laser she expected, a narrow beam of light shot off from the tip of her horn. The golden beam split the air as it traveled towards the creature's left hind-leg, thirsting for blood.

With a gratifying snap, the leg was separated from the monster from the knee down. Celestia smiled shakily.

"I c-can hurt you, foul creature. Surrender and return f-from whence you came, and I-I shall spare your life." the princess tried her best to sound convincing. She wasn't fooling anypony.

The monster made no sound. It didn't cry in pain, nor did it voice its surrender. Balanced on three legs, it turned its body slowly and glowered at her. Tendrils of some dark substance slithered out from the creature's stump of a leg, twisting and tangling in a spiral slowly reaching towards the ground. They bore a disturbing resemblance to the roots of a tree, and they became thicker and more entangled as the seconds passed.

Mouth agape in terror, Celestia could only watch as the roots became more and more solid, eventually reforming into the monster's old leg. Celestia took a fearful step back, all of her false bravado fading away. Could she actually fight this thing? If only she wasn't a filly, if only she could use her full power...!

The tall pony-thing took a step towards her, snapping a twig in two but producing no sound.

"Don't..." Celestia breathed, the sound of her own heart unbearably loud in the smothering silence.

It took another step. It was so close now.

"St-stop..."

One more step.

"Aah..."

It towered over the filly now, glaring down with those invisible, hungry eyes.

"Ahhhhhhhhhhh!!!!" Celestia screamed in blind terror, reaching frantically for her magic. Lightning arced from her horn in random directions, striking the monster but causing no visible harm. Screaming endlessly, she threw everything her little filly body could produce at it: fireballs, beams of light, ethereal blades, glowing orbs that exploded on contact.

The creature stood there stoically, taking all of the punishment without flinching. The wicked tendrils continued to erupt from its wounds, twisting together and regenerating its body. Limbs and torso flew in every direction, the pieces unbleeding. With a final roar, Celestia sent a bolt of energy towards the monster's neck, severing the beast's head from its body.

Gasping in exhaustion, the princess collapsed to the ground. Her horn burned a great deal; the result of her reckless assault. She doubted she would be able to use any more magic for a long time. Lips quavering and eyes pouring tears, the alicorn filly took a cautious glace upwards.

The monster still towered over her, headless. The tendrils lashed about its body, seemingly confused, before reaching down and scooping up the blank head that had fallen. Slowly and deliberately, as if taunting the young princess, it placed its head back on top of its narrow shoulders, where the grotesque thing spun around three times before attaching itself with a loud crack. The creature was whole again. Breathing heavily with her belly to the ground, it was clear Celestia could no longer run.

The two stayed like that, about a foot apart, staring at each other. The filly could do no more than stare at the monster-pony's feet for the longest time. Celestia was trapped, and the monster knew it.

"W-what... do you want...?" Celestia questioned weakly, shifting her head upwards so she could meet the creature's foul gaze. It said nothing. Then, after another minute of silence, it reached out its hoof, as if offering it to Celestia. The filly flinched and stared at the hoof with suspicion, trying to think clearly through the haze of fear. Gulping, she reached out.

She made contact.

Seas of fire and brimstone. Bloody chains, cries of fear and agony. Roars of hatred and blood-lust, a war between brothers and sisters. A street littered with decaying bodies, flies and maggots swarming the corpses, hoping to take part in the feast. Blood spilling like a waterfall, drowning. Suffocating. Burning. Cutting. Laughing. Killing.

Celestia recoiled, her face contorted into an inpony expression of pure fear. She tried to scream, but no sound came out. The monster stood there; staring, waiting. Memories flowed forth from the dark parts of Celestia's mind like a flood.

"I know you..."

She remembered reason she had forgotten this forest. The creepy feeling of deja-vu, the writing on the trees; it all seemed so clear now. She had encountered this monster before. Every day for almost a thousand years, she had struggled with all her might to keep the sun up as long as possible. And every night for almost a thousand years, she had been tortured by this creature with visions of death and blood. A nightmare from her past. It was practically an old friend.

She had chosen to forget.

The forest came to life. A raging inferno surrounded Celestia and the monster on all sides, burning with an intensity unknown to mortal ponies, lighting up the forest in a wicked orange glow. Smoke stung the foal's eyes and her nose was filled with the scent of burning trees. She remembered. One night, she had had enough.

Using the power of the sun, she lit the entire forest on fire. She destroyed everything in a final gambit to get rid of the nightmare that stalked her. And it worked. The creature disappeared with its forest, leaving Celestia with a millennium of memories to erase.

Or, so she thought.

"Slendermane..."

Slendermane surged forward with lightning speed, giving Celestia no time to react. In one swift motion, it swept the sun goddess into an endless embrace. The visions appeared again, much more intense than the last time. Celestia's final wails could be heard even over the roar of the flames.

She had burned down its forest. It had come back for revenge.

---

"...Cel..."

"...Cele..ia...!"

"CELESTIA!"

Celestia screamed, flailing her arms and wings in every direction. Blinded by terror, she didn't register the feeling of striking something dark blue, nor did she hear the yelp of surprise.

"Tia, please! Calm down!" the night-colored alicorn cried, shielding her face from any more incoming blows. Her sister continued to thrash about, her eyes wide and far away. "P-please! Tell me what's wrong! I only want to help!" Celestia didn't answer.

Frightened by her sister's behavior but annoyed at being ignored, Luna roared, "BE STILL!"

Stuck by the verbal power of the Royal Canterlot Voice, Celestia began to slowly come back to reality. She stopped flailing and began to look around in confusion. She was lying on her bed, back at Canterlot Castle. She was an adult again. Glancing around the room, she found not only the concerned face of her sister, but a semi-transparent, dark blue barrier. The shield glittered like the night sky. Rubbing her eyes, Celestia did a double take.

"W-what...? A dream?" she murmured, her heart beginning to slow down. It was so vivid, and those visions...

She was suddenly embraced in a suffocating hug. Alarmed and having flashbacks to her encounter with Slendermane, she reached for her magic, but stopped when she heard the sobbing.

"T-T-Tia, I was so af-afraid..." Luna cried, burrowing her face into Celestia's neck. Blinking, Celestia finally grasped what had happened. It was nothing but a bad dream. Just her mind accidentally stumbling upon memories best left forgotten. Smiling in relief, she nuzzled her little sister.

"There, there, Luna. It was nothing but a nightmare. I'm sorry if I scared you." the Sun Princess cooed, stroking the other alicorn's starry mane.

"I-It's just that, you started blasting things with your magic, and you wouldn't wake up no matter what I tried..." Luna blubbered. She gestured to the barrier. "I had to create this to stop you from hurting anypony... and you've ruined your room..."

Smiling warmly, she continued to hold her sister for a long while. After some time had passed, one of Luna's night guard's awkwardly entered the room, clearing his throat.

"M-my lady, the night court begins in only a few minutes, I would suggest preparing post-haste..." the guard trailed off, his serpentine eyes moving to the floor. Luna frowned discontentedly. Celestia giggled.

"It's alright. I'm fine. Go hold your night court." the sun goddess said kindly, holding the dark alicorn for a few more seconds before releasing her.

"Are you sure?" Luna looked conflicted, torn between staying to comfort her sister (or being comforted herself, it seemed), or attending to her duties as a royal princess.

Celestia laughed good-naturedly. "I'm a big pony, I can handle nightmares on my own," she smiled, "thank you for your concern though. You don't know how much it means to me."

Luna beamed at her sister before giving her one more hug. Laughing, the sisters separated and Luna dissolved her barrier. Celestia's eyes widened as she surveyed the damage to her room. The wall paper was cut up, important royal papers and friendship reports were scattered everywhere, her dresser laid face down on the floor in front of her shredded bed, and her mirror was broken. The Sun Princess sighed, and Luna giggled.

"You better get started, if you want to finish before day." the moon goddess laughed and walked to the door where her guard was waiting. Celestia waved her hoof absentmindedly.

"Yes, yes..." she trailed off, something catching her attention in the corner of her eye. To the right of her broken mirror, her favorite picture hung proudly. It was a framed photo of her prized pupil, and all of her friends. Twilight stood in the middle of all her gal-pals, with Fluttershy in front and Rarity and Applejack on either side. Pinkie was smiling madly behind Twilight, who was beside Rainbow Dash, who was flexing her muscles and giving the camera a challenging glare. It was a wonderful picture, one which Celestia had prized above all others.

On the wall around the frame was a large circle with an X crossing through the middle and over the photo, overlapping the faces of all of Twilight's friends. The blood in Celestia's veins froze.

"Luna." Celestia intoned, dead serious. Luna turned in the doorway, surprised by her sister's sudden change in tone.

"Yes, sister?"

"Cancel the night court," the Sun Princess commanded, "We are going to Ponyville."

Author's Note:

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