> Flutterception
>  by gmen15
> --------------------------------------------------------------------------

> The Incident
> --------------------------------------------------------------------------


Flutterception
 

Well, here's my shot at writing an episode-like plot story. I hope you enjoy.

And I don't own anything associated with MLP or "Inception". 

Chapter 1: The Incident 

“Okay Angel, I hope you like what mommy’s made for you.” Said the timid mare known as Fluttershy as she slowly carried a delicious salad over to her pet bunny, Angel. She was careful not to drop a single leaf of lettuce onto the floor of her cottage, knowing that doing so would upset the picky rabbit, who would refuse to eat if one ingredient missing.

“A nice, big salad with all of your favorite vegetables. I even threw in a few extra carrots for you since you love them so much.”

Angel the bunny did not look too happy. In fact, one could say that he looked rather aggravated, as if he’d been waiting for an hour just to start an appetizer at a five-star restaurant that promised prompt service to its customers.

In reality, though, it only took Fluttershy about ten minutes to make the salad, and Angel was just being his typical, moody self, nothing really out of the ordinary.

Fluttershy gently placed the plate holding the salad onto the floor in front of Angel before backing away with a smile, “There you go Angel bunny.”

Angel looked at the salad before he rose an eyebrow looking back up at Fluttershy as if something was missing from the otherwise perfect salad.

“Oh what is it? Did I forget something?” Fluttershy asked nervously as the scowling bunny pointed to the top of the salad with his paw. A light bulb went off in Fluttershy’s head as she realized what Angel wanted, and what she had forgotten. 

“Oh! That’s right, how could I have forgotten the carrot on top? I’ll be right back Angel.”

With that, the yellow Pegasus gracefully flew off into her kitchen. She stopped at what appeared to be a small vegetable crisper that held all of the vegetables that she picked from her garden.

She opened it to see that it was filled with tomatoes, celery, lettuce, everything needed for the perfect salad. Everything, except, for a carrot.

“Oh dear,” she said before flying back over to the rabbit that was just looking at her with his eyebrow raised, “I’m sorry Angel but it looks like we’re out of carrots.”

As soon as the words left her mouth, Angel crossed his arms and turned away from the plate.

“Now Angel, mommy is very sorry that she can’t make the salad exactly how you wanted it, but I put extra carrots into the salad itself. Does that help?”

Angel glared back at Fluttershy with contempt before he let out a small “humph” before turning away from her, shaking his head in defiance before he pushed the plate away from him using his foot.

Fluttershy began to think over what she should do. After all, Angel needed to eat something, and the salad was already made. It would be a waste to throw it out after all the effort she put into making it.

She sighed, “Okay Angel, I’ll go outside and see if I can find you one in the garden.”

Angel didn’t respond with anything other than a wave of his paw as if to order her to “move along and get my carrot woman.” 

Fluttershy flew off and opened the door to her house to see Rainbow Dash standing on the doormat, her hoof raised as if she was about to knock on the door before Fluttershy had opened it. 

“Oh.” Rainbow Dash muttered as she slowly put her back down onto the doormat and smiled at her friend, “Hey Fluttershy.” 

“Hello Rainbow Dash, do you need something?” she asked.

“Yeah I came by to pick up Tank’s medicine,” said the cyan mare, of course referring to her pet tortoise. 

“That’s right, I almost forgot about that.” Fluttershy said with a sympathetic tone, “How is the poor baby.”

“Eh, he’s had a fever all day,” Rainbow Dash, said with a sigh, “I just wish he didn’t eat that stupid plant.”

“Well as long as you give him this medicine, he should be fine in a few days.” Fluttershy said with a smile before gesturing over to her kitchen, where a small bag was placed with the word “Tank” written on it in black pen.

“Thanks Fluttershy, I owe ya one” Rainbow Dash said before flying over to pick up the bag.  She then flew back over to the door and once she was outside, she turned to Fluttershy, “So what are you up to now?”

“I was just about to go grab Angel bunny a carrot from outside, well, if I can find one that is.”  Fluttershy said with a small bit of disappointment. 

“Oh okay, well I’ll catch ya later.” Rainbow Dash said before she flew off. 

Fluttershy waved to her friend with a smile before she made her way out to her garden to search for the carrot to put all carrots to shame.

The garden was quite impressive for such a small size. Animals were everywhere, as were plants that boasted ripe fruits, and vegetables that were seen sprouting from the ground everywhere. She began to whistle a cheerful tune to herself as she searched the area of the garden that the carrots normally grew in. Once she got there, she realized that they were all gone.

“Oh, Angel’s not going to be happy about this,” she said quietly before she continued to fly around the garden, eyes scanning the ground for any carrot that she might have overlooked while she was picking them earlier, “there has to be one carrot left. Just one.”

She eventually did find one last carrot in the garden, “Ah-ha! I’ve got you.” She said triumphantly, which was still not too loud. After all, this is Fluttershy that we’re talking about, and even her enthusiastic voice was more often than not quieter than a church mouse that wears slippers while walking on a floor made of cotton.

She landed and was about to reach out to grab the carrot from the ground when a brown rabbit came out of one of the bushes nearby and made it to the carrot before Fluttershy. He quickly pulled the carrot out of the ground just as Fluttershy reached for to grab it herself. 

She gasped from the rabbit startling her.  The rabbit sniffed the carrot and opened his mouth to start eating when he suddenly felt somepony tap him on the shoulder. 

He turned to see Fluttershy looking at him with her big, innocent eyes, “Um excuse me, mister bunny? I was just wondering if I could possibly have that carrot? It’s for a friend.”

The rabbit shook its head and turned to eat the carrot again, only to have Fluttershy tap it on the shoulder a second time. His face started to turn red as he felt his blood pressure rising in aggravation.  Nevertheless, he turned back to Fluttershy, who now had an even more desperate look in her eyes.

“Could I please have it? I promise I’ll buy you some more tomorrow. I would buy one myself but the shops are closed for the day.” She got onto her stomach and put her hooves together in a way that looked like she was praying. “Pretty please?”

The rabbit shook his head even more furiously now before he turned his back to the pleading mare to eat the carrot.

But before he could take a bite out of the delicious, juicy, fresh carrot, he felt Fluttershy tap him on the shoulder a third time. “Mister Rabbit.”

This was all the rabbit could take before he turned angrily towards Fluttershy and took three swipes at her face, cutting her cheeks up pretty good. The force of his assault knocked her to the ground. The psycho rabbit then picked up the carrot and hopped off into a nearby bush, leaving a very shaken pegasus in his wake. Fluttershy could feel her cheek burning and swelling up from the cut that the rabbit had given her on her cheek. Tears began to fill her eyes as she raised a hoof to her cheek, feeling the cut before she quickly withdrew her hoof as a stinging pain shot through her skin.

“Why did that bunny…how could that bunny…how could a bunny…”  she began to think before she curled up in the garden and began to softly cry. Her entire body shook as she kept replaying the event in her mind. 

Of course in her mind the bunny had razor-sharp claws and teeth, red eyes, and was ten times the size of a normal bunny. Also, it growled and spat blood at her.

A bit of an exaggeration if ever there was one.

About five minutes passed before Rainbow Dash zoomed back up to Fluttershy’s door and knocked rather forcefully, which was normal for Rainbow Dash.

Her face was in a scowl and she was clearly angry about something. She wasn’t angry with Fluttershy, but her frustration about something was clear.

“Fluttershy! Open up!” she demanded as she pounded her hoof on the door, “I’m out of peanut-butter! Tank refuses to put the pill in his mouth without it! Stubborn tortoise.” She growled under her breath.

After a few more moments, she pounded the door again, “Uh, Fluttershy?”

No one answered, and she suddenly became concerned as she flew to the window of her house and peered inside to see nopony inside. She only saw Angel, who was fast asleep, his face buried in his salad as his mouth opened and closed with his snoring.

Rainbow Dash raised an eyebrow and knocked on the window, “Fluttershy are you in there?”

When she didn’t answer, Rainbow Dash let out a sigh before she decided to check the garden. 

“Maybe she’s still trying to find a carrot for Angel.” Rainbow Dash muttered to herself as she flew off towards Fluttershy’s garden. As soon as she was above the garden, she gave it a quick scan before she saw Fluttershy curled up in a ball, still shaking and crying.

“Fluttershy!” Rainbow Dash gasped from the shock of her friend’s sadness before she swooped in and landed beside her. Fluttershy didn’t budge, she just kept crying softly into her hooves. “Fluttershy what’s wrong?”

Fluttershy slowly raised her eyes up to Rainbow Dash, tears rolling down her cheeks, “A rabbit…with big claws…attacked me” she tried to say through her tears, each word reflecting the fear that she felt. She began to let out small whimpers after speaking.

Rainbow Dash scowled, “What!?! A rabbit attacked you? That jerk, where is he?” she asked as she jumped into the air and brought her hoof down onto her other hoof a couple of times, like a fist bring brought down onto a hand. “I’ll show him a thing or two about messing with one of my friends.” 

Fluttershy shook her head. “He’s gone.”

“Oh, well come on let’s get those cuts cleaned up.” Rainbow Dash said as she led the timid Fluttershy back into her cottage. Once they were back inside, Rainbow Dash shut the door loudly, which woke Angel up from his slumber. He lifted his head up to show that he had a piece of lettuce stuck to one cheek, a tomato slice stuck to his other, and a slice of carrot stuck to his forehead.  

“Sorry for waking you Angel.” Rainbow Dash apologized.

Angel shook himself awake and hopped in front of Fluttershy to see if she had the carrot with her. As soon as he landed in front of the unsuspecting Fluttershy, however, she gave shriek and dove underneath her couch, cowering as if she had just seen a dragon.

Angel looked at her; then back at Rainbow Dash with his arms up like he was asking, “What did I do?” 

Rainbow Dash wasn’t much of help on that subject as she was just as clueless as Angel was regarding Fluttershy’s sudden fear. She trotted over to the couch and got down, “Fluttershy what’s wrong, you’re acting like you’ve just seen a ghost.”

Fluttershy opened her eyes and looked up at Rainbow Dash, “I…I don’t know, it’s just when Angel jumped in front of me, he frightened me.”

“Why? Angel is not going to hurt you.” Rainbow Dash said as she turned to the white rabbit, which still had a very confused look on his face, and whistled, “Come over here Angel.”

Angel bounced over to Rainbow Dash’s side, but as soon as Fluttershy saw him, she gave out another yell and dashed out from under the couch and flew up into the air before she grabbed the ceiling fan that was directly above her, wrapping her legs around the fan so her back was facing the ground. She shook while she hung in the air, safely out of reach from the cute, fluffy bunny.

“Fluttershy, why are you acting like this?” Rainbow Dash asked, now visibly concerned for her friend.

“I…I don’t know, but whenever I see Angel…” she didn’t get a chance to finish as she, once again, caught sight of Angel in her line of vision.

Just like before, she screamed and flew up the stairs to her room at lightning fast speed and shut the door. Once safely inside, she pushed her bed, dresser, wood chest, lamp, and everything that wasn’t bolted down in her room, against the door to prevent Angel from getting to her.

Meanwhile, downstairs Rainbow Dash and Angel looked at each other, both still confused as to why Fluttershy was acting like this. 

Rainbow Dash flew up the stairs to Fluttershy’s room and heard her sobbing on the other end. She gently knocked on the door.

“Um…Fluttershy, are you okay?” She asked with a worried tone.

“No…I…not."

"What's wrong? 

"I’m afraid of Angel.” Fluttershy whimpered.

Rainbow Dash's eyes went wide, "What, but why? Angels’ been your pet for years.”

“I don’t know, but now when I see him I’m suddenly afraid that he’ll attack me.”

“Little Angel, attack you?” Rainbow Dash said with a chuckle, not realizing how inconsiderate she was being, “come on he wouldn’t hurt a fly.”

“I know, but I’m...I'm still scared.” She whimpered.

“Wait a second.” Rainbow Dash suddenly realized why Fluttershy was acting the way she was, “Fluttershy, are you afraid of Angel because you were just attacked by a rabbit?”

“What?” Fluttershy asked as she slowly crept to the door, pushing some of the furniture out of the way so she could open it a crack and look her friend in the eye. Well, somewhat in the eye at least. “Rainbow Dash that’s crazy. I’ve gotten scratched by animals before and have never been scared. How could I be scared of little, innocent bunnies from one attack?”

That was when she caught sight of Angel as he walked up the stairs She quickly darted back in the room and shut the door. Rainbow Dash rolled her eyes and knocked, “Fluttershy, come on. I already told you that he’s not going to hurt you.”

“But…but I never thought an animal like a bunny would attack me,” she said quietly from behind the door, “they’re usually so cute and cuddly.”

“Well sometimes there are mean rabbits, just like there are mean ponies, it doesn’t mean all of them are.” Rainbow Dash said in as comforting of a tone as she could, “Are you gonna come out of your room at all, because somepony still needs to feed Angel. I can hear his stomach from here.”

Angel was about to protest when his stomach proved Rainbow Dash’s point by letting out a little gurgle. Angel put his hand over it and rubbed it in order to sooth the hunger pains he was feeling at the moment before looking up at Rainbow Dash for help.

“Rainbow Dash, could you please feed him for me tonight before leaving, maybe if I sleep it off everything will be fine.”

Rainbow Dash groaned, “Fine, but when I come back tomorrow morning, you’d better not be locked away in your room.”

Rainbow Dash grabbed Angel in her front hooves and flew him downstairs to his plate. She gently put him down before leaning down to his level so she could speak to him. “Okay Angel, here you go. I know you’re a picky eater based on what Fluttershy has told me. But I’m going to have to ask you to eat the salad.” Rainbow Dash smiled at Angel, hoping that giving him a kind face would convince him to eat.

Angel crossed his arms defiantly, closed his eyes and shook his head. Rainbow Dash began to get somewhat irritated and she let out a little growl.

“Angel, listen you need to eat the salad.”

The bunny shook his head.

“I’m not leaving until you eat every piece of that salad, so eat it.”

Angel shook his head.

“Eat it.”

Angel shook his head.

“Eat it!” Rainbow Dash growled at a higher, angrier volume.

Again, Angel shook his head before Rainbow Dash rolled her eyes and let out a sigh, “Okay, I guess we’re gonna have to do this the hard way.”

She reached out and pulled the plate towards her and took a bite out of the salad before she chewed the food and then swallowed. She then sat back up and rubbed her stomach in satisfaction as a smile grew on her face.

“Mmmm, that’s delicious. Too bad you don’t want any of this delicious, nutritious, satisfying salad that Fluttershy made you. Oh well.” 

She slowly leaned forward and continued to eat the salad in front of Angel, hoping that reverse psychology would work on the picky rabbit.

Slowly but surely, she noticed the rabbit open his eyes and look at the salad with more interest than he had before. “It’s such a shame. I know there isn’t the carrot on top, but this is still soooo good.”

Angel was about to cave into desire. As he reached his paw out towards the salad, he saw Rainbow Dash looking at him with an expectant, excited look in her eyes. Once he realized what she was up to, he got back into his “huff” position and looked away with his arms closed. Rainbow Dash nodded, “Okay, enough with the “hard way”. It’s time to do this the Rainbow Dash way.”

Quickly, Rainbow Dash got right up into Angel’s face and glared at him like a coach would do to one of his or her players if they weren’t performing well on the field.

“All right Angel, you listen here.” Rainbow Dash said with force, making Angel jump in shock, “You’re used to Fluttershy being a pushover with your picky eating and always getting your way. Well guess what, Fluttershy isn’t here, it’s just you, me and this salad.” 

She said as she pointed to the salad, “Now you will eat that salad or I will make you run laps around the house until you decide to do so. And if that isn’t enough of a reason to eat,” she leaned forward so her muzzle was millimeters away from Angel’s, “I’ll force you to eat something really horrible.”  She leaned in closer and whispered, “Do you understand?”

Angel was now frightened by Rainbow Dash’s sudden assertiveness, something he wasn’t used to with Fluttershy. He gave the pegasus a salute and began to chow down on the salad.

Rainbow Dash chuckled as she stood back up, away from Angel’s face, “Ha! Works every time.”

With that, Rainbow Dash waited until Angel finished his entire salad. 
“Ahem.” Rainbow Dash said. Angel looked up to see Rainbow Dash with a raised eyebrow as she pointed to a small tomato that the bunny had neglected. Angel sighed and popped the tomato in his mouth. Rainbow Dash nodded, “Good job Angel.”

With that, Rainbow Dash flew off towards the door and shouted up to Fluttershy, “I’ll be back here tomorrow Fluttershy! And don’t worry, I got Angel to eat.”

“Okay! Bye Rainbow Dash!” Fluttershy shouted back from her room. When she heard the door shut, Fluttershy sighed and lay back, facing up at the ceiling of her room.

“How could one little bunny cause me to suddenly be afraid of Angel?” she sighed and began to drift off to sleep, unsure of what was in store for her in her dreams, but hoping they wouldn’t have anything to do with rabbits.


Next Morning   

Rainbow Dash and Twilight made their way up to Fluttershy’s cottage. Rainbow Dash had decided to ask Twilight to come along with her because she felt like if anypony would know what to do about Fluttershy, it would be her. She hoped, however, that it was just a precaution and Fluttershy would be back to her timid, kind self that was not afraid of Angel rather than her timid, kind self that was petrified of him.

“So she freaked out whenever Angel came near her?” Twilight asked as they started to walk up the small pathway leading to Fluttershy’s cottage.

“No! It wasn’t just when he was near her. She flipped out whenever she saw the little guy,” Rainbow Dash said with concern in her voice, “even when she was on the ceiling fan, as soon as she caught a glimpse of him she bolted upstairs.”

“That’s not like her,” Twilight said, “I mean, yeah she’s shy and oftentimes scared of her own shadow…”

“Literally.” Rainbow Dash interrupted.

“…but she’s never shown fear of any animals besides dragons. I just can’t picture her scared of a sweet little bunny like Angel just because of one bad experience with a rabbit.”

The two ponies reached the front door to Fluttershy’s cabin and Twilight knocked on the door.

“Fluttershy? It’s Twilight and Rainbow Dash!” Twilight shouted, “We’re here to check in on you to make sure everything’s all right.”

There wasn’t an answer until they heard a window above them open up and a soft voice call out to them, “Oh hello Twilight and Rainbow Dash.” 

They both looked up to see Fluttershy’s head sticking out of the top floor window. 

“Fluttershy? What are you doing up there?” Twilight asked with her eyebrow raised.

“I just wanted to wait for Rainbow Dash to get here so I could go downstairs.” Fluttershy said.

“What’s stopping you from going downstairs now?” Twilight asked as she started to realize how right Rainbow Dash was about Fluttershy’s fear.

Fluttershy gulped, “I…I don’t want to run into Angel just yet.”

“Why not?”

Fluttershy looked away as if she were ashamed of herself.
“Fluttershy, are you really still afraid of him?” Rainbow Dash asked, though her voice had more of a concerned tone to it rather than an annoyed one. 

Fluttershy nodded.

“But you can’t be afraid of rabbits, you’re supposed to take care of all animals in Ponyville…including rabbits.” Twilight said, but all she got was Fluttershy looking away from her and backing up from the window. 

“Fluttershy come on, don’t be like this.” Rainbow Dash said.

“I’m sorry Rainbow Dash, but I am afraid of bunnies,” she muttered, “and I can’t go downstairs unless you keep Angel away from me.”

“But the door’s locked.” Twilight said as she pressed her hoof into the door and looked up at Fluttershy to illustrate her point.

“You can come in through the window up here if you’d like.” Fluttershy motioned to the open window that she was poking her head through. 

Rainbow Dash rolled her eyes and let out an annoyed groan, “Ugh, I’ll be right back Twi.” 

With that, she flew up to the window and entered the house, leaving a still worried looking Twilight in front of the door.

Rainbow Dash flew through the window and landed in the house to realize that she was in Fluttershy’s room. Fluttershy had not even left the safety of her bedroom, which was still barricaded shut with furniture that normally would have been spread out in the room. 

“Um, Fluttershy. Was you bed against the door the whole?” she asked, pointing to the bed, which was placed vertically against the door to prevent the possible intrusion of the killer rabbit from Monty Python…er…I mean Angel.

“Yes, I was too scared to move everything away from the door, I didn’t want any rabbits to break in.”

“Okay, this is getting ridiculous.” Rainbow Dash thought before she asked Fluttershy another question, “But how did you sleep?”

“I slept on the floor.” Fluttershy said, pointing to an area of the floor where a small blanket and pillow had been placed, still messed up from her sleeping in them.

Rainbow Dash face-hoofed, “Okay Fluttershy, I’m going to take you downstairs and show you that you have nothing to scared of.”

Fluttershy took a deep breath and exhaled before nodding, “All right.”

Slowly, both of them managed to get all of the furniture off of the door and creep out into the hallway before making their way towards the stairs.

“Okay Fluttershy, relax, I’m right here beside you.” Rainbow Dash said comfortingly, even though it still felt weird that she was saying this about Angel.

They slowly made their way down the stairs to see Angel sleeping on the couch, lying face-up on one of the nicely decorated throw pillows as he slept. 

“Hey Angel.” Rainbow Dash called the rabbit. “Come over here.”

Angel’s eyes fluttered open and he sat up stretching and letting out a little yawn before he hopped off of the couch and bounced over to the bottom of the stairs that the two pegasi stood atop of.

Upon seeing the rabbit bounce over, Fluttershy gasped and took a panicked step back in fear before Rainbow Dash used her hoof to stop her from retreating any further.

“Go ahead Fluttershy, he’s not going to hurt you.” Rainbow Dash said in as reassuring of a voice as she could muster. “Just go downstairs.”

Fluttershy closed her eyes and took another deep breath, “Okay, here I go.”

She slowly trotted down the stairs, not advancing to the next step until both of her hooves were on the step before it. Angel just looked at Fluttershy with a raised eyebrow that seemed to imply that Angel was thinking, “Really?” 

She continued her descent until she was three steps away…two steps away…one step away…finally all four of her hooves touched down onto the ground floor of her cottage. Her entire body was shaking and her eyes were closed, afraid to look at Angel. 

“Come on Fluttershy, don’t be afraid. Remember, it’s only Angel.”

Fluttershy nodded and opened her eyes up and looked down at the bunny. She nodded before she began to talk to herself in a re-assuring manner, “Okay, you can do this Fluttershy. It’s only Angel bunny. Nothing to be afraid of.”

She slowly made her way to Angel, who just sat there waiting for her with expectant eyes. After all, he may not have always been nice to Fluttershy, actually he could be sort of a jerk most of the time, but he still didn’t want her to be afraid of him. After all, he did love and care about Fluttershy like family, he just had a very weird way of showing it.

Slowly, Fluttershy reached out to touch the little rabbit’s head, slowly…slowly…slowly….

Rainbow Dash began to smile, her eyes growing wide in excitement as she thought that Fluttershy would be able to touch Angel’s head and get over this bizarre fear.

Just before Fluttershy’s hoof was on Angel’s head, however, the rabbit reared back and let out a loud sneeze, which was probably the worst thing that could have happened save for Angel outright attacking Fluttershy. 

As soon as the little rabbit let out the large sneeze, Fluttershy reared back and let out a scream before she bolted towards the door of her house, breaking it down as she flew off. Rainbow Dash flew after her before stopping on the door.

“Fluttershy! Wait!” Rainbow Dash screamed, reaching out towards the direction that she flew off in. "Dang, I was so close."

“Gwet owff owf twe dwor.” A muffled, female voice came from underneath the door.

“Huh?” Rainbow Dash asked, looking down at the door before she realized Twilight was flattened under it.

She quickly got off of the door and lifted it to see the purple mare stuck in the ground, clearly in a crater that had taken the shape of her body from the force Fluttershy broke through the door.

“Twi, are you okay?” Rainbow Dash asked.

Twilight managed to pull herself out of the crater, her mane a mess and her eyes wide in shock from the impact. She shook her head to clear herself of the shakiness that she felt from the impact.

“Yeah I…I think so. Why did Fluttershy run out like that?”

“Angel sneezed right as she reached out to pet him.” Rainbow Dash said. Twilight groaned as she straightened out her mane with her hoof. 

“Okay, I think we need to take her to the library and examine her, where did she go?”

Rainbow Dash shrugged, “I don’t know.”

Twilight face hoofed before she turned to Rainbow Dash, “Well I’m sure she’ll turn up eventually. Come on, let’s go back to the library and see if we can find something that can help her.”

> The Spell and Rules
> --------------------------------------------------------------------------


Chapter 2: The Spell and Rules
 

Ponyville

Fluttershy was still flying away towards Ponyville after leaving her house, though she was now going at a much slower rate. She slowly began to calm down as the distance between her and her house that held the horrifying, terrible Angel increased.

She eventually landed and began to walk, “It’s okay; there are no bunnies around here.” Fluttershy thought with relief, hoping that Applejack had gotten sleep and didn’t accidentally send a mass of bunnies running through town like she had before.

She only managed to walk a few more steps when she heard.

“Bunnies for sale!”

She gasped and turned to see the local pet-shop owner pony, a blue Earth pony with a black mane and tail standing outside of his quaint pet shop. The small shop had a huge poster in the window that read “Rabbits For Sale” in big, red letters.  The pet-store owner pony continued to shout about it to the public.

“Get your cute, cuddly rabbits!” the owner shouted out. “There are brown rabbits, white rabbits, rabbits that are a mix of both!” 

He held up a rabbit that had a mostly white coat except for a brown ring around its eye and a brown, front paw.

Fluttershy began to nervously back away from the shop when she bumped into somepony behind her. She turned around to see a yellow unicorn with a scowl on her face, and a pet bunny by her side.

“Hey! Watch where you’re going! You almost ran into Scruffy here,” she scolded, pointing at the little black rabbit. All of Fluttershy’s attention, however, was on the rabbit, apparently named Scruffy, rather than the unicorn herself. It didn’t take long for Fluttershy to let out another shriek before she sprinted off towards Sugarcube Corner, hoping to find some safety and security there with Pinkie Pie.

Yeah, that was going to end well.

Once she was inside the shop with the door shut, she let out a sigh of relief. She trotted up to the front counter where Mr. Cake was busy putting blue, decorative frosting onto a large, white, three-layered cake that would have looked absolutely delicious to Fluttershy had she not been completely overcome with fear. Mr. Cake stopped frosting and turned to see Fluttershy standing at the front of his store. 

“Oh hello there Fluttershy, do you need anything?” he asked with a smile.

“No Mr. Cake, I was just wondering if Pinkie Pie happened to be around.” Fluttershy asked meekly. “I hoped that I could talk to her about something.”

“Oh yeah she is. Hang on,” he said before turning to face the kitchen, “Hey Pinkie! Fluttershy’s out here and she wants to talk to you!”

“Okie-dokie Loki! Should I bring the cake out?” Pinkie Pie shouted from inside the kitchen. Fluttershy couldn’t see her, but her joyful, excited voice was recognizable. Hearing it made her feel more at home and her fear from earlier began to subside even more.

“If you’re done with it, yes.” Mr. Cake said sternly. 

“Okay! Oh Fluttershy! I know you’re going to absolutely, positively love this cake!” Pinkie Pie shouted joyfully.

Fluttershy sighed and took a small step forward and waited for her friend to come out of the kitchen. She put on a smile so that Pinkie Pie wouldn’t become upset upon seeing her. Well, either upset or call for an emergency party to make her feel better, something that Pinkie Pie had done before.

A few seconds later, the door burst open and revealed a cake being wheeled in on a cart. But this was no ordinary cake, oh no, where’s the humor in that? It was a chocolate cake in the shape of a giant…wait for it…rabbit. 

The cake was about as tall as one and a half ponies that stood on each other. The entire pastry was chocolate except for the gumdrop eyes that seemed to be taunting the frightened little pegasus in front of it.

Fluttershy’s jaw dropped as Pinkie Pie popped out from behind the cake and jumped in front of it with pure enthusiasm, “Well, do you like it? So you? Huh? Huh? HUH?” she asked with a silly grin, inching closer to Fluttershy with each utterance of the word “huh” she made until her face was merely inches away from Fluttershy’s. 

Fluttershy’s focus, however, was on the cake rather than the hyperactive pink pony that was directly in front of her. She let out another scream and flew out of the shop.

Pinkie Pie’s face went from showing excitement to showing bewilderment as she scratched her head, “What the hay was that about?”

She turned to Mr. Cake, who let out a sigh and shook his head, “Pinkie, what have I told you about customers and respecting their boundaries?”

Pinkie Pie thought for a moment before she grinned, “Oh yea that right, you said…” she then cleared her throat to change her tone of voice to make it sound more commanding and masculine before she mimicked Mr. Cake with great enthusiasm, “…Pinkie Pie, if you keep invading the customers’ personal space, I’ll never sell another cake in this town.”

After her little performance, Pinkie Pie grinned in satisfaction while Mr. Cake just stared at her with complete annoyance.

“Good…as long as you remember.” He said unenthusiastically before he continued to decorate the cake he was working on, all the while thinking, “Why do I even bother to speak logic to that pony.” 

***********************************************

Twilight’s Library

“What are we going to do?” Rainbow Dash asked nervously as Twilight ran from shelf to shelf in the library, looking for a book that could help with Flutershy’s problem. 

Spike was still upstairs sleeping like a log, as Twilight had allowed him to sleep in as a reward for being such a good assistant. 

Also present in the library was Rarity, who had been waiting for Twilight to get back from her visit with Fluttershy so that she could rent out a book on dress designing that Twilight had promised her. 

Now that Twilight was back, and she had managed to get the book she needed, Rarity was simply listening to Twilight and Rainbow Dash to see why they were acting so frantic. After all how could she ignore such nervous behavior from her friends? But she was still confused, and so far the only thing that was clear to her was that something was wrong with Fluttershy.

“I don’t know; spells dealing with phobias are hard to find, and those that exist don’t often work out.”  Twilight said as she continued to search the shelves.

“What are you talking about?” Rainbow Dash asked.

“It’s hard to make spells that deal with changing a pony’s mind work.” Twilight grumbled as she finished going though the book in front of her, “Ugh, nothing in here!”  She put the book back and trotted over to another shelf to look at another book.

Rainbow Dash held her hooves out to interject, “Hang on, so you’re telling me that you can teleport things from one place to another, and you can make things levitate, but getting rid of phobias is difficult?”

“It’s more complicated than that.” Twilight muttered as she brought another book down from the shelf and opened it, flipping from page to page to see if she could find anything that could help, “a ponies mind is very complex. We can’t just cast a spell that “changes how she thinks”, it won’t stick.”

“Why not?”

“I’m terribly sorry and hope I’m not being incredibly rude by interrupting,” Rarity interrupted from where she was standing, “but I can’t help but feel confused about what exactly is wrong with Fluttershy. I didn’t hear what you said earlier. What happened with her? She’s afraid of honey?”

“Bunnies, Rarity, she’s afraid of bunny rabbits.” Twilight corrected before she continued, “she got attacked yesterday and she hasn’t even been able to look at Angel since then. Rainbow Dash and I are both extremely concerned about her.”

Twilight finished flipping through the book that she had in front of her only to realize that there was nothing about ridding oneself of phobias. “Rats! Nothing in here, either!”

“Well that’s just so unfortunate, poor Fluttershy.” Rarity said, “If there’s anything I can do to be of assistance, please let me know.”

“Thanks Rarity, but before we can do anything I need to find a spell that can help.” Twilight muttered.

Just then they heard the door to the tree-house burst open as Fluttershy darted in at speeds she normally would never reach. Hell, she flew into the library faster than she flew when helping make the tornado with the other pegasi. 

“Look out.” She shouted, which in reality was at the volume of the speaking voice for most ponies. Nevertheless, she did manage to have enough volume behind her warning to draw Rarity’s attention to her.

But it was too little, too late.

“Wha…” Rarity began before Fluttershy smashed into her, sending them both tumbling across the floor before stopping in front of a bookshelf. Rarity’s back hit the shelf and about three hardcover books landed onto her head one after the other, causing her to grimace and rub the top of her head in pain. Fluttershy was sprawled across Rarity’s lap, her own eyes spinning from the dizziness that the collision had caused.

Both Rainbow Dash and Twilight dashed over to their friends to see if they were all right. 

“Ugh.” Rarity groaned as she continued to rub her bruised head. Fluttershy stood back up and she suddenly had a sad look as she saw what she did to her friend. 

“Sorry Rarity, I didn’t see you there.” Fluttershy apologized as she quickly scrambled off of her friend before holding out her hoof to help her up.

“That’s quite all right dear,” Rarity muttered as she took Fluttershy by the hoof and pulled herself up into a sitting position before she fixed her mane and brushed herself off, “just mind where you’re going next time.”

Fluttershy nodded and looked around to see Rainbow Dash looking at her with concern while Twilight was scanning another book for a spell to get rid of Fluttershy’s fear.

“What are you girls doing here?” Fluttershy asked.

“Trying to figure out how to get rid of your leporiphobia.” Twilight answered with a reassuring smile.

“Leopriphobia?” Fluttershy asked.

“What’s leopree…leopripho…er…whatever Fluttershy just said.” Rainbow Dash asked.

“Leopriphobia,” Twilight answered, only to notice that everypony around her was still confused. She rolled her eyes, “a fear of rabbits.” 

“Oh of course.” Rarity said with a small chuckle, as if she had known the definition the whole time, when in reality she didn’t.

“Oh, duh! Of course we were supposed to know that,” Rainbow Dash said sarcastically, “Geez Twi, not all of us are bookworms like you.” Rainbow Dash asked.

“I just thought that maybe because we’ve been talking about Fluttershy’s fear for the past hour you’d have an idea as to what I was talking about.” Twilight hissed before turning her attention back to her search.

“Well you thought wrong.” Rainbow Dash said as she put her hooves onto her hips, which would have looked really girly with anypony besides Rainbow Dash, who instead made it look badass.

Twilight picked up a book from the shelf and brought it down to her level before, once again, flipping through the pages to see if there were any useful spells. 

“Oh Twilight I really appreciate your offer, but I think it’s something I need to deal with myself.” Fluttershy said quietly. “I don’t want to be a burden on you.”

Just then, for the second time, the door to the library burst open, revealing a familiar, orange pony with a stetson hat on.

“Good mornin’ everypony!” Applejack said with a smile before she made her way through the door. On her back, she was carrying the giant, chocolate bunny cake that Pinkie Pie had made. She was straining a bit to hold it up, sweat dripping down her face and her face showing some signs of a struggle. But the strong mare’s legs allowed her to carry it all the way to the library. After a few staggered steps, she reached the others and gave them all a friendly smile.

“Boy-howdy. Girls, what do ya think of this here cake Pinkie Pie made?  Ah couldn’t help but buy it.” she said as she slowly lowered herself so the cake slid across the floor and stopped right at Fluttershy’s hooves as Applejack continued, “It sure was a doosey ta get down here, but ah think it was worth it. It looks mighty delicious, don’t it?”

Fluttershy’s eyes went wide before she backed away from the cake, letting out small whimpers. Applejack, who didn’t know anything about Fluttershy’s fear yet, rose an eyebrow, “Er, Fluttershy what’s the matter? Don’t ya like this here cake?”

“I…uh…” Fluttershy began nervously when Applejack suddenly interrupted her in the worst possible way. 

“Ah mean, it ain’t scary or nothin’. In fact, ah think it kinda’ looks like Angel,” Applejack said as she looked at the cake before she put her hoof behind the head of the cake rabbit and pushed it forward so that it stared down at the frightened Fluttershy, “don’t ya agree?”

Fluttershy couldn’t take anymore and quickly pulled Rainbow Dash in front of her, as if to shield herself from the assault that the chocolate rabbit cake would put on her. Rainbow Dash just stood there with a very annoyed look on her face while her timid friend cowered behind her from the horrible nightmare that was a giant, chocolate rabbit cake.

Applejack put the cake back upright on the floor so it’s gumdrop eyes were no longer staring down at Fluttershy. She then tilted her head in confusion at her friend’s behavior, “Er, did ah say somethin’ wrong?” 

Rainbow Dash groaned as she could feel her friend shaking behind her. “Ugh Fluttershy come on it’s just a cake! It’s not even an actual rabbit.”

“But it looks like a rabbit.” Fluttershy said nervously, “It has the ears of a rabbit, the body of a rabbit, the paws of a rabbit which undeniably have huge, scary, razor-sharp claws ready to attack me like the one in the garden did!” Fluttershy let out a horrified gasp as she finished talking and buried her face into her hooves in fright. 

“Ugh.” Rainbow Dash face-hoofed, “It’s a cake!” 

“I don’t care.” Fluttershy muttered from under her hooves while she continued to shake.

There was a long silence in the group, which was only broken by the sound of an obnoxious yawn from Twilight’s room. Everyone looked towards the staircase to see Spike slowly making his way down as he rubbed his sleep from his eyes.

“Ugh…Twilight what’s going on?” Spike asked groggily.

“Nothing Spike, just a little problem with Fluttershy.” Twilight answered before she continued to look through the book she had in front of her for answers. 

“Oh, that stinks.” Spike said with a lack of interest, for his main concern at the moment was getting something to eat. It wasn’t that he was inconsiderate; he just needed to wake up and get something into his empty stomach. After all, he was used to getting up earlier, so he normally would have eaten already. 

“Wait? Why is she scared of rabbits?” Applejack asked before scratching her chin, “ah mean she has Angel, and he’s a rabbit. How can she be afraid of ‘em when she has one as a pet?”

“According to what Twilight and Rainbow Dash here told me, she had a little accident yesterday that involved a rabbit in her garden.” Rarity answered.

“Golly, what do we do?” Applejack asked.

“Twilight’s looking for a spell as we speak.” Rainbow Dash answered. 

“What spell!?!” came the cheery voice of Pinkie Pie as she landed directly next to Applejack, causing the country pony to jump in shock, her eyes the size of dinner plates as she looked at the crazy pink pony.

“G’ahhhhh Pinkie Pie! Where did ya’ll come from?” Applejack asked, her eyes bulging while she held her chest as if she was having a heart attack.

“Yeah I didn’t even see you come in.” Spike asked from the kitchen while scratched his head.

“D’uh! I walked in through the front door, not my fault you didn’t notice. Or maybe it is, and I’m a ninja!” Pinkie Pie let out an excited gasp gasp, “I’ve always wanted to be a ninja! What ninja name should I have? Hmmm Ninja Pie?”

“Um, Pinkie.” Twilight tried to interrupt, but to no avail. The pink pony was too excited to notice.

“Pinkie Ninja?”

“Pinkie…”

“Pinkie Pie Ninja Extraordinaire?”

“Pinkie Pie…”

“The Pink Mare Ninja Baker? I don’t know, what sounds best to…”

“Pinkie Pie!” Rarity shouted as she pointed to the frightened Fluttershy while giving Pinkie Pie a critical look. 

Pinkie’s smile disappeared and she bounced over to Fluttershy, “Fluttershy are you okay? I hope my little greeting at the bakery isn’t why you’re like this. That would defeat the purpose of a Pinkie greeting, you’re supposed to be happy after it,” she pointed at Fluttershy, “and this is clearly not happy.”

“No, it’s not that it’s just…” Fluttershy swallowed hard before answering, “…I’m afraid of rabbits.”

“That’s no good.” Pinkie said before she had a light bulb moment of realization, “Oh! So that’s why you ran out of Sugarcube Corner today! Because I showed you this super cool bunny cake?”

Fluttershy nodded.

“Aha! I’ve got it!” Twilight shouted excitedly as she levitated the book over to the group.

“What have you got? Breakfast?” Spike asked as he let out another yawn, still sleepy from being woken up. He was opening cupboards in the kitchen as he looked for something to eat. “Because I can’t find any gems around here to save my life.”

“No, I found a spell that can help us get rid of Fluttershy’s fear permanently. The only problem is…” Twilight’s happy expression fell as she read on. 

“Well?” Asked Rainbow Dash, “what is it?”

“Well it’s…it’s a really risky spell.” She answered, “and we all need to take part in it for it to work.”

“What’s the spell?” Fluttershy asked, lifting her head up from her cowering position. 

“Hang on Fluttershy, I need to talk with the others.” Twilight said as she gestured for everypony else to follow her, “Spike, can you stay with her, we’ll be right back.”

Spike nodded and walked over to the shy pegasus to make sure she was okay. “Come on Fluttershy, let’s go see if there’s anything to eat.”

“Oh I could go for some oat now.” Fluttershy said happily as she went over to the kitchen to get some food with the baby dragon.

Once Fluttershy was in the kitchen, out of earshot, Twilight squinted and read the name of the spell as the book continued to float in front of her face, “Um, okay girls…this spell requires us going into Fluttershy’s mind while she sleeps and planting an idea in her subconscious. In other words, we all need to enter her dreams.”

“All of us?” Applejack asked.

Twilight nodded, “Yes, Spike can watch over us but we need at least five ponies to pull this off.”

“What?” Everypony asked in unison.

“This…this spell sounds mighty confusin’ Twi.” Applejack said, scratching her head.

“That’s nothing, wait until you hear all of the rules we need to follow.” Twilight said with a small chuckle. “It says that Fluttershy can’t know about us performing this spell on her. Otherwise her subconscious would know that we’re invading her mind and it’ll attack us.”

“Okay.” Rarity said as she scratched her head. “So we have to go into her dream and…get rid of her fear by planting an idea? How in Equestria is that supposed to work?”

“We have to create three different dreams in order to bury the idea in her mind deep enough that it will stick.” Twilight said. “If we don’t go deep enough, the idea won’t stay and she’ll wake up just as frightened of bunnies as she is right now.”

“What’s the idea that we’re giving her?” Pinkie Pie asked.

“That rabbits aren’t all scary.” Twilight answered, “so, like I said, to do this we need to put her into a dream within a dream within a dream.”

“Dream within a dream?” Rainbow Dash asked with a mix of shock and bewilderment that mirrored the confused faces of everypony else in the room.

“That’s right.” Twilight said with a nod.

“How in the hay does a dream within a dream work?” Applejack asked, her eyebrow was raised in confusion.

“Have you ever woken up from a dream twice in the same sleep. Like, you wake up in your dream only to wake up a second time because that was a dream itself, like when...” Twilight asked.

“Stop! Stop!” Applejack put her hooves to her ear, “Dang-it Twi, my noggin’s hurtin’ enough with all this dream-inside-a-dream explanation mumbo-jumbo makin’ it worse.”

“So what you’re saying is we invade Fluttershy’s mind, make her fall asleep twice so she’s in three dreams at once, and give her the idea that rabbits aren’t all bad and that will cure her?” Rainbow Dash asked. Twilight nodded and Rainbow Dash grinned before leaping in the air with her hoof pointed up. “That’s so awesome! I mean, WOW! Who's the brilliantly epic pony that came up with this spell?”

Twilight flipped through a few pages, “Um…it looks like it was somepony named Coltipher Nolan.”

“Cool, I have got to meet that guy!” Rainbow Dash said excitedly. 

“Anyway, so that’s all. We just need to make sure she falls asleep and doesn’t know what we’re planning to do.”

“Ooh! Ooh!” Pinkie Pie shouted, putting her hoof up.

Twilight let out a sigh, “What is it Pinkie?”

“Well, I was just thinking what would happen if Fluttershy’s subconscious attacked us? Wouldn’t we just wake up, after all it’s a dream, and whenever somepony dies in their dream, they wake up in reality.” Pinkie Pie said with a smile, still in her typical, bubbly mood. 

Twilight shook her head, “No, if we’re killed in the dream we go into the furthest dream state, a dream state that would be difficult to wake up from and even if we do,” Twilight gulped as she pointed to her head, “we could be mentally dead. We could be stuck there for years, decades even.”

“Decades?” Rarity said in shock, which reflected everypony else’s facial expression.

“That’s right, time in a dream moves faster, so more time passes in a dream than in reality.”

“Oh so that’s why I can dream about an entire week of tryouts to join the Wonderbolts in one nap?” Rainbow Dash asked.

Twilight nodded. “Precisely”

There was silence among the five friends as they let the risk Twilight just said sink in.

“Oh my…I’m not sure if I want to take part in this anymore.” Rarity muttered. “I mean, possibly losing my mind if I’m killed and living years in a dream. I don’t want that.”

“Ya Twi, ah think that’s unnecessary.” Applejack confirmed, “ah ain’t scared of much, but risking bein’ asleep forever? Ah don’t know.”

“I told you it would be risky.” Twilight said sadly as she closed the book. “But Fluttershy need us, and if any of us were in her place, she would do this in a heartbeat.”

“Are you sure about that, Fluttershy gets frightened pretty easily.”  Rainbow Dash said. “I mean, she’s afraid of flying high and she’s a pegasus.”

“Not when her friends are in danger.” Twilight answered, “Just like the time she confronted that dragon, she’d put her fears aside to help us. Am I right girls?”

Everypony nodded in agreement. Twilight sighed and took a few steps closer to the kitchen area so that Fluttershy could hear her.

“Hey Fluttershy!” Twilight called out, which did manage to get Fluttershy’s attention. Twilight noticed that she and Spike were eating their breakfast.

“Oh what is it Twilight?”

“We were talking about having a slumber party, are you in?”

“Oh yes, definitely.” Fluttershy said with an excited smile.
Twilight smiled, “Great! Then it settled!”

Fluttershy nodded and continued to eat as Twilight then turned to the other girls, “The book also says we need a way to know if we’re dreaming or not.”

“Well does it say how we can do that?” Rarity asked.

“And why’s it bad to think you’re in a dream?” Pinkie Pie asked, “I mean, I’m never sure if I’m asleep or if I’m awake. And sometimes,” she leans forward to whisper to the others, “I feel like we’re being watched, like somepony is following us in whatever we do.”

“Pinkie Pie that’s ridiculous.” Twilight scoffed with a small chuckle before getting back to the spell, “Now, the book says we each need an item that is personal to us, and we must not show anypony what it is. You can’t even show it to everypony in this group. Only each of you can know what you have. It has to be unique, something none of us could imagine but you.”

“Well then can ah run home to grab somethin’?” Applejack asked. 

“Yes,” Twilight said, “all of you meet back here when you find what you want to use as your item. And be fast because there are a few other rules that we need to cover.”

Everypony nodded and ran off, except for Pinkie Pie, that is.

“Um, Pinkie?” Twilight asked with her eyebrow raised, “don’t you have to grab something from your house for testing reality?”

Pinkie Pie shook her head, “Nope! I’ve got one with my right now.”

“Really?”

Pinkie Pie nodded and gave a smile, “But I can’t tell you what it is!”

Twilight rolled her eyes  “Whatever, as long as you have something.”

She walked back over to the kitchen to join Spike and Fluttershy.
Meanwhile, Pinkie Pie looked shiftily from side to side and pulled out her “unique item”, or a “totem” as it’s referred to by Inception fan-boys.

It was a top that she had picked gotten a while back. But it was unlike any top that existed in Equestria; in fact, it looked like it belonged in a different dimension all together. 

“Nopony will ever think of you.” Pinkie said before putting the check mark into her mane for safekeeping, “Besides, it’s not like anypony here has seen the movie. That Mister DiCaprio sure was nice to let me borrow this.”

And just like that, Pinkie Pie bounced off to the kitchen.

“And as long as you stop spinning, I’ll know that I’m awake.”

> Entering the First Dream
> --------------------------------------------------------------------------


Chapter 3: Entering the First Dream
 

"What color is the object that you're thinking about?" Fluttershy asked Applejack as they continued to play one of their sleepover games.

"Red." Applejack said, knowing that she just gave away the answer. She turned to the next pony who would ask a question, Pinkie Pie, and as soon as she saw her eager face, she knew that she would get it.

“Oh! Oh! Are you thinking of an apple?” Pinkie Pie asked with a smile.

Applejack chuckled and gave a nod, “Aw shucks ya figure it out.”

"Yay! I told you guys nopony is better at sleep over games than I am!" 

“How did you figure she was thinking about an apple?” Rarity asked.

“Well it’s Applejack, and almost everything that has to do with her involves apples.” Pinkie Pie answered with a big smile.

“Geez Pinkie, don’t ya start generalizin’ me now, ya hear?”

The group of friends all giggled like school-fillies at the fun time that they were having playing the guessing game, which was similar to twenty-questions and involved one pony thinking of something and everypony else asking one question at a time until they figured out what was being thought of. In the case of Applejack, it only took about one question from each pony before Pinkie Pie figured out what she was thinking of. Plus, choosing an apple as the object wasn't the brightest idea.

Eventually, the laughter slowed down and, eventually, stopped all together.

“Okay girls, it’s getting late. I think it’s almost time for bed.” Twilight said with a smile, looking directly at Fluttershy to make sure she did go to sleep. After all, she had to be asleep, while the others could just pretend.

Fluttershy nodded and everypony else did so at well, even though they weren’t going to sleep just yet. They, however, did pretend to get ready for bed by getting under their sheets and closing their eyes, giving them the appearance of being relaxed, ready for the sandpony to take them off to Neverland.

“Good night everypony.” Twilight said before getting under the covers of her sleeping bag. Everypony else followed suit as Twilight used her magic to turn off all of the lights in the library. 

The group then remained “asleep” for a few minutes before Twilight opened one eye. Once she was sure that Fluttershy was completely asleep, she slowly sat back up and used her horn to cast a deep sleep spell on the yellow pegasus, ensuring that she would remain unconscious. Once the spell was cast, and Fluttershy was safely in a deep slumber, Twilight used her magic to turn all of the lights back on and stood up with an eager smile on her face.

“Okay girls, Fluttershy’s asleep. It’s time to…”

She looked around to see that everypony, except for Applejack, had fallen asleep, and had not woken up.

“Um AJ…why is everypony asleep?”

Applejack shrugged, “Ah guess they were plum tuckered out from the sleepover.”

“And why didn’t you fall asleep?”

“Because ah was told not ta?” Applejack said flatly, like she thought Twilight should expect that from her. “Why do ya act so surprised. Ah’m the element of honesty; not ta mention that ah was the only one besides you and Pinkie Pie not ta eat the cake on the train, remember?”

Twilight nodded, “Point taken, but now we need to wake them up.”

The two girls went to each of their friends to shake them awake. 

“Ugh…no it’s still dark out.” Rainbow Dash mumbled as Applejack tried to wake her up. Rarity and Pinkie Pie were already woken, and now it was just the cyan Pegasus that was left.

“Come on RD, this ain’t no time fer sleepin’. We need ta help out Fluttershy.”

Rainbow Dash looked up at Applejack with a pair of irritated eyes, “Ugh, but isn’t the point of this whole thing supposed to involve us being asleep?” 

“Oh Rainbow Dash, please just get up and stop complaining.” Rarity said with a roll of her eyes before she let out a big yawn.

“Coming from the queen of complaining herself?” Rainbow Dash spat at Rarity, who just gave a small “huff” and looked away from Rainbow Dash in defiance. Rainbow Dash let out a sigh and sat up, her eyes showed how tired she was from being woken from such a deep sleep, 

“This whole dream-within a dream thing better be as cool as it sounds.”

“Well there’s only one way to find out.” Twilight said as she turned to look up the stairs to where her room was, “Spike! It’s time!”

On cue, the baby dragon made his way down the staircase to the girls. He was wearing a pair of sunglasses and a tuxedo. Once he got downstairs, he stopped in front of the girls and gave a salute.

“Mission control, this is Spike reporting for dream monitoring.”

There was a brief pause as the girls looked down at him in confusion before Rarity asked, “Um Spike, why are you dressed like that?”

“Oh this?” he asked, gesturing to the tuxedo and sunglasses, “I thought it would fit the whole “entering dreams” thing.”

“Well I hope you aren’t planning on fooling around, because this is serious business.” Twilight muttered. “Besides, it’s not like you’re going in with us. You’re just making sure we safely wake up.”

“Wait, Spikey isn’t going?” Pinkie Pie asked.

Twilight shook her head. “No, he’s staying awake. Not all of us will be able to go all the way into the deepest dream level.”

“What do ya mean?” Applejack asked.

“Well, Applejack, you’ll stay in the first dream and initiate the kick.” Twilight answered and Applejack nodded, as she remembered the whole “kick” concept that Twilight discussed with the girls when Fluttershy had to use the restroom. 

“So you are in the first level, Rainbow Dash will be in the second…”

“Wait! Why can’t I go all the way to the deepest dream?” Rainbow Dash asked with disappointment in her voice.

“Because we need each level to have a kick that is in sync with every other dream, meaning you will have to create the kick at the same time that Applejack does, and those of us in the third dream layer do.”

Rainbow Dash rolled her eyes and crossed her forelegs in anger, envious that the others would be able to go three dream levels down while she would only go two. So after a quick briefing, the three girls realized that they had to find Fluttershy in each dream and then make her fall asleep, without ever telling her that they were really in her mind rather than just projections of her subconscious. 

“Okay Spike, remember, we have to be up in an hour. If we are in there longer, you have to give us your kick.”

“And what’s that?” Spike asked. 

Twilight pointed her hoof at a bucket of water that was in the corner of the room. “Pour the water in that bucket onto my horn, it’ll cause the magic to stop working and I’ll wake up. Plus the spell I put on the others will wear off so I can wake them easily.” Twilight said sternly, “But it has to be at the right moment, once we go through all of the kicks.”

“How will you know it’s time?” Spike asked. "You know...for you to create each of these...what are they called...kicks?"

Twilight pointed to a small cassette, “I borrowed that from Vinyl earlier, put those earphones onto Applejack’s head and play the music that’s in there. My horn will glow a different color each time we enter another dream. Once we’re in the third level, give us a few minutes and then start the music to warn Applejack that the final kick is coming. Then about two minutes later, pour the bucket of water on my head, that should give us enough time to climb back up the dream layers and into the first dream so the water will wake me up, and then I can wake the others.”

“Got it.” Spike said with a nod, though he could feel the gears in his head kicking into overdrive as he tried to process all of the instructions Twilight had given him.

Twilight motioned for the girls to come closer to the sleeping Fluttershy. They all did and got into a small huddle while Spike examined the cassette, something that most ponies in Equestria didn’t own, as it was a relatively new invention. It was fascinating to the small dragon, which was tempted to try the device out as soon as possible, which would have to be after the girls wake up.

“Okay girls, do you have your totems?”

They all nodded.

Now, obviously, none of them showed each other what they had chosen as their individual totems since that would get rid of the purpose that they served.

“All right, let’s get started.”

And with that, Twilight and the others, except Spike, all went up close to Fluttershy as Twilight leaned her horn to the mare’s forehead before casting the spell. There was a bright, purple flash that caused Spike to shield his eyes.

Once he lowered his hand, he saw all six girls asleep around Fluttershy, Twilight’s horn still glowing and pressed against Fluttershy’s forehead.

Spike sighed and gently placed the ear-buds into Applejack’s ears. He was about to press play when he suddenly felt the urge to put the headphones into his own ears and listen to the music himself. 

He tried to restrain himself for a few minutes until he finally gave in, deciding that he had plenty of time before he needed to have Applejack listen to the music that was on it. Besides, Twilight had to enter all three dreams before he could even play it for Applejack, so it seemed all right if he enjoyed some tunes as he waited.

He shrugged and pressed “play”, as soon as he began to listen to the music, a huge grin spread across his face. He sat down and closed his eyes, tapping his foot against the wood floor of the library as the electro music flowed into both of his ears. He felt like a complete badass with his sunglasses on, his tuxedo on, and the cassette in his ears. All that was missing was a mustache, courtesy of Twilight's spell.

"Ahhh, this is the life."


Dream 1 

Applejack was standing in the blazing sun of Appleloosa as she waited for her friends to pick her up. She knew that she was asleep, but it was still surreal, as she couldn’t remember when she started dreaming. After all, it seemed like she woke up in the middle of it. The strange thing, however, was that this dream was extremely vivid; to the point that she felt like she was awake.

After a few minutes, a wagon that was being pulled by four stallions stopped in front of Applejack. The wagon was quite elaborate, as it wasn’t a simple wagon; it was one that had a door that led inside of a small cabin. 

The door opened to reveal Twilight, Rarity, and Pinkie Pie. Rarity was wearing an elaborate blue hat that appeared to be shielding her from the sun, even while she was in the cart. At the top of the wagon, her hooves on the reigns, was Rainbow Dash, who looked down at Applejack with an eager expression on her face.

“Get in, come on.” Twilight said before Applejack hopped into the cart. Twilight shut the door and Rainbow Dash let out a “hyah” and the four stallions reared up and then began to trot off down the dirt road.

Inside of the cart, Applejack took off her hat and fanned herself, “Boy howdy it sure is an oven out there.”

“You’re telling me,” Rarity said with a smile as she pulled the large hat she was wearing onto her head more , as if to secure it, “we sure are fortunate to have this luxurious wagon to ride in.”

“I know, right? It’s so cool and fun! I feel like I’m on the way to the Grand Galloping Gala…but not that bad one we went to!” Pinkie Pie said with disgust as she looked around the cabin, admiring the beautiful interior that really did make it look like it was meant for royalty.

“Why in the hay are we in Appleloosa anyhow?”  Applejack asked.

“Because this is your dream Applejack, and it corresponds to a place that you’re familiar with so you can understand the layout.” Twilight answered, “You have to make sure we evade Fluttershy’s subconscious at all costs, otherwise our entire mission could be compromised.”

“Okay, ah think ah'm startin' to get this, but it's still might confusin' Twi.” Applejack muttered as she rubbed her head with her hoof. 

“Just make sure nopony catches us once we go under again.” Twilight said flatly and Applejack nodded, still looking like she didn’t trust this “dream within a dream” spell Twilight had cast. 

“So we have to find Fluttershy and bring her into another dream?” Pinkie Pie asked.

“Yes, we need to get her to fall asleep her and then follow her to the next dream, which will be Rainbow Dash’s.”

“Did somepony say my name?” Rainbow Dash asked as she peeked her head through the cart window…while the cart was still moving.

“Yes, remember I told you that the second dream is yours and…wait a minute. Rainbow, shouldn’t you be steering the cart?” Twilight asked, pointing to the front, where the stallions were pulling it.

“Eh, they’ve got it.” Rainbow Dash said with a wave of the hoof, gesturing to the stallions. She opened the door of the wagon and flew in, “Besides, they know where Fluttershy is.”

“Really, where?” Twilight asked.

On cue, the cart screeched to a halt, causing all of the girls to go flying forward, screaming as they fell into a heap at the front-end of the cart. Rarity and Applejack’s hats both went flying off of their heads, and Twilight landed right on Rainbow Dash, pinning her to the floor of the cart. Only Pinkie Pie, who was wearing a seatbelt, remained in her seat.

She giggled, “You all look silly, you should have worn your seatbelts!"

Rainbow Dash pulled herself out from underneath Twilight and glared at Pinkie Pie, "What is a seatbelt?" 

Pinkie Pie pointed her hoof to the strap around her waist, which had kept her firmly in place.

She unclipped the belt and opened the door to the cart. Once the girls got their bearings, and after a brief hat mix-up between Rarity and Applejack, they exited and all stood in awe at the sight of a run-down, classic western saloon. 

Twilight walked over to the front of the cart to the four stallions that had driven it.

"Can you boys keep the cart out here for us?" she asked, to which they all looked at each other before giving her nods. She thanked them and walked back over to the group as they stood in front of the saloon.

“They say she’s in here.” Rainbow Dash said, pointing her hoof up at the building.

The windows of the building were cracked, and the floors didn’t fare much better either, looking like anypony could fall right through if they stepped on a weaker plank...which was a problem because most of the planks seemed to be relatively weak.
On top of the bar was the name “Appleoosa Saloon” in big, red letters, which had a runny look to them from how hastily they had been painted, or if the building had bled in the past and the red liquid had dried to it’s surface, forever a reminder of the injury it sustained. 

As the five girls stood, ready to enter the bar, two earth pony stallions exited. They both had very wide eyes, full of amazement, and seemed a bit jittery, either like they were anxious or excited about something that was happening inside.

“Oh my Celestia, I ain’t seen nothin’ like it before!” said the taller stallion with the red coat and black mane.

“She’s the best in the west!” said the other, shorter stallion with a yellow coat and white mane. “Ain’t nopony can beat her.”

As both stallions walked off, the five girls looked at each other. 

“Any idea who they could be talking about?” Pinkie Pie asked.

Twilight shrugged, “No idea, but Fluttershy’s in there so we should be too.”

The five girls continued into the bar to see a huge crowd of ponies surrounding a table where two ponies sat. One of them was unknown to the five, a blue stallion with a yellow mane who had a very determined set of eyes as he glared at the pony sitting across from him. The mare he was staring at is who caught the girls’ attention the most.

“Fluttershy?” Twilight asked in shock.

Indeed, sitting across from the blue stallion was Fluttershy, who looked like her normal self, but with a stetson hat that greatly resembled Applejack's, and this did not go un-noticed by the orange earth pony.

"Why is she wearing mah hat?" Applejack asked.

"I guess it's part of the dream," Twilight answered.

The girls all looked to see what she was doing. In our world, it would have looked like the two ponies were about to engage in a drinking game of some kind, but here it was something else entirely, something that didn’t involve alcohol and may seem more harmless, until Fluttershy is taken into account.

“What in all of Equestria are they doing?” Rarity asked as she took a step forward. 

Rainbow Dash wasted no time in zooming over to the crowd, flying over the majority of it and landing in the front, earning some shouts and groans from the ponies that she cut in front of. 

“Fluttershy.” Rainbow Dash said.

Fluttershy looked at Rainbow Dash and smiled, “Oh…um…hi Rainbow Dash.”

“What are you doing?” Rainbow Dash asked with an eyebrow raised.

“We’re just about to have a staring contest.”

Rainbow Dash’s jaw dropped and she felt her eye twitching. A tough, rough and tumble saloon in the middle of Appleoosa…and they were having a “staring contest”?

Only one word made it past Rainbow Dash’s lips.

“What?”

Before Fluttershy could answer, the stallion across from her slammed his hoof onto the table, “Come on I ain’t got all day Fluttershy!”

Fluttershy let out a sigh and nodded. 

“O-okay, let’s get this done.” she meekly said.

There was a brief pause as the two ponies stared at each other, Fluttershy looking somewhat relaxed and the stallion looking somewhat nervous, as if he were the one that had to be afraid. He took a quick shot of apple cider that was on the table beside him and slammed the glass down hard before he turned his attention back to Fluttershy.

“Did she just say a staring contest?” Applejack asked as the four friends who were not lucky enough to have wings watched the competition from the back of the crowd, doing everything in their power to see Fluttershy.

“I can’t see a thing.” Rarity said with some irritation. Suddenly she felt herself get hoisted into the air, screaming a bit before she realized that Pinkie Pie had gotten underneath her and lifted her up so she could get a better view of the competition.

“Better?” Pinkie Pie asked with a giggle.

Once Rarity got her bearings from being hoisted up by Pinkie Pie, she nodded.

She then turned and watched as a brown pony walk over to the table. He was wearing a cowboy hat, rather a cowpony hat, and had a moustache

“All right!” said the stallion. “On yer mark…get set…GO!”

Fluttershy and the other stallion began to stare at each other. It didn’t take long for the stallion’s eyes begin to flinch. He began to bite his lip anxiously as Fluttershy kept staring, her eyes wide and intimidating as they bore into the soul of the poor stallion she was up against.

“Is she…” Rarity began, completely frightened.

“The stare.” Rainbow Dash said in awe as the stallion couldn’t take it anymore and blinked, which was hard to do considering how frightened he was when Fluttershy used her stare on him. He screamed and bolted out of the bar, yelling about “his soul being grabbed by a yellow demon”. 

There was silence before a round of applause and cheering for Fluttershy, who only gave a small smile and blushed, feeling a little bad for the pony she just scared away, but glad that she had won yet another staring contest.

But through the cheering, she suddenly saw a flash of cyan and rainbow in the crowd. She looked up to see Rainbow Dash push her way past the ponies that had ironically budged past her in order to get to Fluttershy, just as Rainbow Dash had done minutes before to the other ponies in the crowd. 

“Excuse me, pardon me,” Rainbow Dash muttered as she finally reached Fluttershy, “Fluttershy!”

Fluttershy turned back to Rainbow Dash, "What is it Rainbow Dash, I'm sorry I couldn't talk to you before I had to take part in that contest."

"So I saw." Rainbow Dash looked towards the others and gestured for her to come with. “Listen, you need to come with us.”

“Us?”

Rainbow Dash face-hoofed before she pointed over to the others who were all waiting behind the crowd. ‘Us, as in your friends.”

Once the crowd began to disperse, they made their way to Fluttershy.

“Um guys…what’s going on?” Fluttershy whimpered nervously.

“Oh nothing, we’re just trying to cure you of your fear of bunnies!” Pinkie Pie blurted out, causing Twilight to turn to her with a scowl.

“Pinkie Pie!” she scolded, as she didn’t want Fluttershy to know what was going on at all. While Fluttershy still didn’t know that she was dreaming, even knowing why they were there for her was a risk.

“Oh…whoopsy.” Pinkie Pie said with a sheepish smile.

“B-Bunnies?” Fluttershy whispered in a very hushed, yet still scared, tone.

“Bunnies!?!” said one of the saloon ponies with fear in his voice.

“BUNNIES!?!” shouted everypony in the saloon. Twilight and the others, except Fluttershy, all looked at each other in shock in confusion, completely unaware as to what was going on.

Suddenly, the entire saloon was quiet; each pony had a very fearful look on his or her face, as if the girls had just said the most terrifying thing imaginable. Twilight understood why they all acted like that, as each pony in the saloon was a part of Fluttershy’s subconscious and, therefore, would have a phobia of bunnies as if they were dragons, which would also cause panic since she was afraid of them too.

“Eh why is everypony actin’ so crazy?” Applejack asked as she rubbed her head with her hoof in confusion.

Suddenly, there was a tremor in the ground; mugs of cider and other drinks began to rattle, signaling some incoming doom. Everypony screamed and made a b-line for exit, as if they were trying to escape some terrible evil. Twilight and the other just looked confused, except for Fluttershy, who began to shake in fright.

“They’re here.”

“Here? Who’s here?” Rarity asked with a concerned tone, her left hoof holding onto her hat to keep it from vibrating off of her head.

Fluttershy whispered something, but it was so quiet that the girls couldn’t understand what she said.

“What was that?” Rarity asked.

Fluttershy said it again, but the girls still couldn’t understand her.

“I’m sorry Fluttershy, we can’t hear you.” Pinkie Pie said.

“Yeah Fluttershy come on, what’s everypony afraid of?” Rainbow Dash demanded.

“The Bunnies!” Fluttershy screamed in a very shaky, terrified-sounding voice that made all of her friends jump back in shock before what she said registered with them.

“Bunnies!?!” All of the girls said in unison, completely aghast that some rabbits could cause such a ruckus.

That is until they remembered the day Applejack herded all of the rabbits into Ponyville and caused mass hysteria. The six friends all ran to the entrance of the bar and looked outside to see what was causing such a commotion; to see if it was indeed rabbits.

The answer to their question came in the form of a huge wave of bunnies storming down the dirt street straight towards Appleoosa. Ponies all over town began to panic, running into the nearest buildings or simply trying to get ti higher ground.

“Are those...rabbits?” Twilight asked as she squinted at the mass of bunnies.

Suddenly, a pony walked to their sides, the one who had watched over the staring contest, and spoke,  “Yes, but these are no ordinary rabbits. They are the most foul, cruel and bad-tempered rodents anypony has ever laid eyes on!” (Who can get the movie reference?)

“Awww, but they’re so cute!” Pinkie Pie said excitedly. “They can’t be that dangerous.”

Moments after Pinkie Pie made this observation, the rabbits began to leap up and attack ponies as they tried to run away, their eyes were red and their teeth were bearing, as it seemed as though they almost flew through the air from pony to pony, taking them all down like little, white torpedoes of fury.

The six girls screamed and ran for the wagon, which was amazingly still parked in front of the saloon, as the stallions had not started to run off yet, instead waiting for the girls to come out.

“Boys, get us out of here!” Applejack shouted to the four stallions before she entered the cart as well.

Once they were all inside the car, the four stallions didn't hesitate to take off, a mass of rabbits chasing after them with deadly speed and fury, eyes full of venomous rage that could only be a part of Fluttershy's dream, brought on by her fear of the tiny creatures.

But now the other five couldn't blame her for being afraid of rabbits, as they were now scared to death at the prospect of being nibbled alive before they could escape Appleoosa. Regardless, the chase was on.

Cue the epic Hans Zimmer music.

 [A/N] Okay I know it's been a while since I've updated, and this story will most likely be one where the updates aren't regular. Also, I know this whole thing isn't exactly like Inception, but I'm going to try to keep it as close as I can (which is hard, Nolan's intelligence puts me to shame). 
So I hope you enjoyed this last chapter, and yes the last bit with the deadly rabbits was taken from a movie, as well as the quote, but you'll have to guess what it is. :)