> The Nightmare of Phobetor
>  by kurusagi16
> --------------------------------------------------------------------------

> The Nightmare Begins
> --------------------------------------------------------------------------

In the far reaches of the dream world, there is a place known as the Nightmare Realm, where bad dreams were said to have originally taken form. It was a horrible, sinister place, one that Luna herself had never even visited, for it was said to be forbidden to enter, lest one disturb its sole denizen.
Within the depths of the Nightmare Realm, there lived a creature, or rather, a spirit of sorts, one thought to be as old or even older than time itself. He was nightmare incarnate, feared by all, he went by many names, Icelus, the Boogeyman, but he preferred to be addressed by his favorite name, Phobetor. 
There had been a time when Phobetor ruled like a king, presiding over his realm and all that his title entailed. He would send pieces of himself into the dreams of mortals, giving them nightmares and keeping even the bravest of souls up at night with his visions. But eventually, that was no longer enough to satisfy Phobetor. Oh no, to merely frighten mortals in their dreams had become child's play to him, not to mention that he was confined to only roam the dream world. This is what gave way to his desire, to enter the waking world and bring about terror and fear directly to the mortals. 
It was a plot that very nearly succeeded, had it not been for the intervention of his counterpart, Morpheus, the spirit of dreams. With his power, Morpheus managed to subdue Phobetor in an enchanted slumber, and then had him bound and chained inside a casket, left to sleep in his realm and unable to terrify mortals. Centuries passed, and like many spirits of old Morpheus eventually faded away, his essence becoming a part of the dream world. As for Phobetor, he remained asleep in his prison, where it seemed that he would not awaken for eternity. That is, until one day...

The dream world had been thrown into chaos, thanks to the work of the Tantabus, a creature of Luna's own creation. While originally created to punish herself for her misdeeds and to keep her from repeating her past mistakes, the Tantabus had fled from her dreams and threatened the dreams of other ponies. Its rampage nearly allowed it to enter the real world, but thankfully, with the help of the Mane 6, Luna was able to stop the Tantabus and accept it as a part of her. 
All seemed well, however, the actions of the Tantabus still had an affect on the dream world. When it tried to open a portal, it had sent a disturbance that rippled throughout, all the way to the Nightmare Realm. From within his prison, Phobetor could feel the disturbance, in fact, it stirred him from his sleep. Now that the spell Morpheus had cast had become undone, Phobetor started to become more and more aware of his surroundings. He felt around the confines of his casket, which were small and quite cramped. It made Phobetor want to squirm and writhe with how uncomfortable he felt, but it was too tight for him to even do that. 
Giving himself time to get his thoughts in order, Phobetor wanted to claw himself free, to continue with his original plot and enact his anger and wrath upon the mortals, but unfortunately for him he felt considerably drained and still a little drowsy from his slumber. He would need to gather up more power, not just to regain his strength, but also to be able to tear open a portal to the waking world. Phobetor stilled himself and focused his concentration, creating an astral projection of himself.
The projection was not unlike a shadow as it seeped out from the casket, its form was tall, with long thin arms and long spindly fingers. Its eyes glowed crimson and upon its head were two menacing horns, not unlike a ram's. Phobetor could not help but chuckle to himself. While Morpheus had made sure that he wouldn't be able to get out, he hadn't taken into account his astral projections with which, he could bide his time and gather enough power to sustain himself. He ordered the shadow to go out and seek dreams to infiltrate.
Quick as a bat, the shadow flew out of the Nightmare Realm and to a part of the dream world that one might call limbo. It was the point between the rest of the dream world, and the solitary dreams of mortals. All around in bluish green haze there were little orbs that gently floated like snowflakes on a breeze. Inside the orbs, one could make out one's dreams. The shadow eyed the lovely selection it had to choose from, wondering which dream orb to start with first. 
However, its selection was interrupted, as it sensed the presence of another. Not wanting to be detected, the shadow shrank his form to the size of a mouse and scampered behind one of the orbs. It watched and saw Princess Luna come into view. Since as the shadow acted as his master's eyes and ears, Phobetor was able to see the royal alicorn as well.

"Well now, this is interesting."He mused to himself. "It seems there's still someone who is able to walk among dreams. Hmm, I'll have to take care that I don't catch her attention."

With that said, Phobetor instructed his shadow to proceed as planned, but to not let itself be known by the Alicorn. 





Some time passed afterwards and Phobetor was steadily regaining his strength. His shadow would enter one dream after the next, instill fear and feeding off of it, and moving onto the next meal before or just as Luna arrived to help remedy the situation.  Phobetor felt proud of how clever he was being and was reveling in the delicious torment he was creating. It had been so long since he fed on mortals, that he ached for more fear to consume, but he warned himself not to get carried away, lest he cause himself to slip up and allow himself to be put back to sleep. 
With the power he'd managed to accumulate, Phobetor felt confident that he had enough power to block out Luna and keep her from interfering with his meals. He decided that he would choose a host to feed off of, using them to help satisfy his appetite until he was ready to break free. But which of his victims should he use? It had to be someone that was a slave to their own worries and fears, someone who would be powerless to stop him and generate a good amount of nightmare energy for him. As his shadow stopped to watch Luna go over her nightly routine, an idea struck him.
Tonight, he would follow Luna through the dreams she enters, to see if there are any potential hosts among them. If not, then he'd go back to selecting one of his previous victims. The shadow did as he was bid, slithering up behind Luna and melting into her own shadow.





As Luna walked among the dream orbs, she was surprised with how quiet tonight had been, considering the string of nightmares she'd had to deal with recently. She'd wondered if the cause had been her Tantabus or perhaps something else, but she didn't know for sure. She broke from her thoughts and caught sight of Fluttershy's dream orb.

"Perhaps I ought to pay her a visit." Luna thought aloud. "With how quiet it's been, it'd be nice to have a quick chat."

Luna entered the orb and into a picturesque setting of a meadow, filled with innumerable blossoms of every color imaginable.  Within the meadow, Fluttershy was humming to herself while fixing together a flower garland. Looking up from her work, Fluttershy saw Luna approaching her. 

"Princess Luna!" She cried in surprise, jumping up to her hooves. "What are you doing here, is something wrong?"

Luna shook her head. "No, no, nothing is wrong Fluttershy. I merely wanted to pay you a visit. That is, if it's alright."

"Oh, of course." Fluttershy said, giving her a gentle smile. 

"Thank you." Luna said, giving a slight bow to her. "So, how have you been?"

"Fine," she answered simply. "I tried going out on Nightmare Night this year, but...it just wasn't for me."

"I can understand that." Luna said, "Not everyone can handle the eeriness the night has to offer."

"That's for sure." Fluttershy chuckled. Her laughter then subsided when she added, "Um, there was something else that had happened."

"Are you referring to the latest incident with Discord?" Luna asked.

Fluttershy's eye's widened. "H-how did you know?"

"Twilight told my sister about it, and she told me."

"Oh."

Luna could easily see that something was weighing on the Pegasus' mind. "Is there something that troubles you, Fluttershy?"

Fluttershy sighed. "I suppose so. You see, during the three day weekend, when Discord got to hang out with my friends, I was happy. I felt like they were all finally getting along and that Discord was starting to get better at being so friendly. But then, when we learned that he'd used the weekend as a means of hurting Twilight's feelings....I just..."

Luna reached out to Fluttershy with her wing, gently patting her on the shoulder. "You felt foolish for falling for his scheme." She said.

Fluttershy shook her head. "It's more than that! All the fun we'd had, the jokes we made, all of them turned out to be a lie. All so that he could teach Twilight a lesson about jealousy and make her feel awful. I thought...I'd hoped that he'd know better. That he was actually trying to make thing better between himself and my friends."

Luna looked at Fluttershy sadly. "I don't know Discord as well as you do, but you need to understand that Discord has existed for millennia. To live as he has to this point, it'll be difficult for him to break his old habits."

"I know." Fluttershy said softly. But what she didn't say to Luna were her doubts over whether she truly knew Discord or not.





From within Luna's shadow the astral projection could smell the fear and doubts emanating from the Pegasus called Fluttershy. Phobetor could also smell it, and it was positively scrumptious! The worries, the insecurities, it made his mouth water and gave him the desire to gobble the little mortal up. He'd made his choice, this little pony would become him feast, and he would gorge himself until there was nothing left of her. 
As Luna said her farewells to Fluttershy and prepared to leave, the malicious shadow slipped out from its cover, and with both mares unaware of its presence, wormed its way into Fluttershy's chest, and taking root.
> Restless
> --------------------------------------------------------------------------

Fluttershy staggered her way through the Ponyville marketplace, her leaden eyelids threatening to close. She wanted nothing more than to collapse and go to sleep. But she couldn't, not only because she had business in town, but also because...

"Fluttershy!" 

Fluttershy stopped in her tracks and looked over her shoulder, catching sight of her friend Twilight coming towards her.

"Oh, hello Twili--" But Fluttershy interrupted herself with a long yawn.

"Are you okay? You look, well, awful."

Indeed, Fluttershy did look like a sorry sight. Her mane was a tangled, disheveled, her eyes were red with dark circles, and her overall complexion seemed grey and lifeless. 

"I'm alright, I just haven't been sleeping well, that's all."

Twilight looked at her with disbelief. "Have you talked to Princess Luna about this?" 

"I did, and she's doing what she can." Fluttershy answered, swaying on her hooves.

"You really shouldn't be out and about like this." Twilight insisted. "You need to be back at home in bed."

Fluttershy shook her head. "I can't Twilight, I got to get things ready for tea."

"You mean your Tuesday tea?"

"Yes."

"Why didn't you cancel? I mean, you're clearly in no shape to host a tea party."

"I know, but Discord would be so disappointed. He really enjoys our teatime."

Twilight rolled her eyes. "I'm sure he does, but I think he'll be okay if he skips this one."

"I can't do that to him, Twilight." Fluttershy said drowsily. "I need to get things ready, I need tea."

"Fluttershy, forget about the tea, you need rest. Heck, even if you do get some rest I doubt you'll be well enough to do a tea party tomorrow."

"What?! Tomorrow?" Fluttershy said in a alarm. "I've got to hurry." 

"Fluttershy, wait!" Twilight called, but it was too late. Fluttershy was already dashing off to continue her errands. 

With a heavy sigh, Twilight turned and headed back to her castle. 





Spike was busy polishing the crystalline thrones just as Twilight entered the throne room. "Oh, hey Twi, back so soon?" 

"Yes, Spike, I need you to make a letter to Princess Luna." She said.

"Is everything okay?" Spike asked, curious to know what was going on.

"I don't know, only that Fluttershy seems determined to push herself and not get the rest she needs."

"You mean like what happened with Applejack when she tried to handle applebuck season by herself?"

"Worse than that." She said. 

Obliging her request, Spike got out a piece of parchment and a quill and wrote out the letter as Twilight dictated it to him.


Dear Princess Luna, 

I can't help but notice the state Fluttershy is in. She looks so tired and weak that I'm worried if she's taking care of herself. She won't tell me all that's going on with her, only that she's been having trouble sleeping and that you're doing what you can to help her. But, I can't help but feel like there's more to it than she's willing to let on. I'm hoping you could try talking some sense to her, get her to rest and regain her strength. Please let me know if there's anything I can do to help.

Sincerely, Twilight Sparkle.


"Alright Spike, send it out." 

In a breath of green dragon flame, the letter was sent off to its destination.

"What are you going to do now?" Spike asked.

"I'm not sure, maybe there's something in my books that could give me an idea of how to help." She turned and headed in the direction of the library. "Wish me luck." 

"Will do."





During Tuesday Teas at Fluttershy's cottage, Fluttershy usually makes sure that her home is nice and immaculate, with a lovely spread of tea cakes and foods, and a nice pot of tea, not too hot, not too cold. But today, Fluttershy's cottage was a mess. With as tired as she was, she hadn't been able to properly clean or tend to her animals. She didn't have the time or energy to bake and instead had to pick up an order of cupcakes from Sugarcube Corner, and she'd brewed the tea for too long, leaving it both bitter and cold. The poor Pegasus did her best to try and touch up the couch and the coffee table for Discord's arrival. She let out another long yawn and rested her head on the table's edge. But no sooner had she closed her eyes than she heard a knock at the door.

"Coming!" Fluttershy croaked, stumbling to her hooves and hurrying up to the door.

Sure enough, standing in the doorway was none other than Discord himself. At first he'd been ready with a nice warm smile to greet his dear friend, but his smile faltered upon seeing Fluttershy.

"Hello Discord." Fluttershy said, trying to act as though everything was well. "Please, come in."

Discord stepped inside and eyed the state of the cottage. "Perhaps I've come at a bad time." He said.

Fluttershy shook her head. "No, no, you're fine. Please, have a seat."

Taking up his usual spot on the couch, Discord filled himself a cup of tea. "Er, Fluttershy, are you alright?"

"I'm fine." She said unconvincingly. "Really, I am." 

Discord hated being kept in the dark about things, especially by Fluttershy. But he decided to wait and press the issue later. He attempted to strike up some friendly conversation, but Fluttershy ended up nodding off to sleep. 

"Mwahaaaaa!"

"No! Don't do this!"

"I would, but I'm afraid that just wouldn't be in my nature. Ta-ta Fluttershy."

"Stop! Please, Stop!"

"Fluttershy! Fluttershy, wake up!" 

Fluttershy's eyes shot open, looking up at Discord, bent over her with a concerned expression on his face.

"You were calling out in your sleep." He said. "It looked like you were fighting or running away from something."

She sat up and rubbed her swollen eyes. "I'm sorry, I didn't mean to fall asleep on you." She said, trying to avoid the issue of Discord's concern. "Would you like some more tea?"

Discord frowned at her. "This has gone on quite enough." He said. "What's wrong Fluttershy?"

"It's nothing." Fluttershy said, turning her head away from him. 

Discord rose up, crossing his arms over his chest and arching an eyebrow at her. "Oh come now, don't think you can fool me, Fluttershy. I can tell just by looking at you that something is up."

Fluttershy tried to hide herself behind her mane, a natural screen for hiding away from confrontation. "You don't need to trouble yourself with my problems."

"Trouble myself? Fluttershy, you're the least troublesome pony I know." He said, growing a bit more irritated that she refused to open up to him. "Whatever is bothering you, you can tell me. After all, we are friends, aren't we?"

Lifting her face up and looking him in the eye, she said, "You're going to keep asking until I tell you aren't you?"

Discord smiled a little. "You know me so well."

It was at that point that Fluttershy allowed the tears that she'd been holding in to flow freely down her cheeks. Without any warning she flew into Discord's arms. The Draconequus, not used to handling these sorts of situations, did his best to awkwardly comfort her.

"There, there." He said, patting her tentatively on the back. 

"I've, I've been having these awful nightmares." Fluttershy admitted. "Whenever I try to sleep, I get nothing but bad dreams. I can't rest, cause if I do, I'll just have to go through those nightmares again."

Discord pulled away and looked down at his pitiful friend. "How long has this been going on?"

Fluttershy sniffed. "About a week or so." 

"A week?!" Discord's eyes widened, and he nearly dropped Fluttershy in shock. "No wonder you're so out of sorts!"

"I know." Fluttershy said, chocking on a sob. "I thought I could handle it on my own, but it's become unbearable."

Seeing Fluttershy in tears stirred something up in Discord. "What's Luna done about this? Does she even know?" 

"She does know." Fluttershy said.  "She hasn't been able to do much to stop them, but she's trying."

Discord gritted his teeth. "Well clearly she isn't doing a good enough job."

"It's fine, Discord." Fluttershy said.

"Stop saying that!" He said. "It's not fine, Fluttershy. You're here suffering all by yourself and Luna isn't doing a thing to help you. You may be alright with it, but I'm not."

He gently set her down on the couch and walked towards the door.

"Where are you going?" Fluttershy asked. 

"To give that princess a piece of my mind." He answered. Discord looked at her and gave her a soft smile. "I'll sort this all out, I'm sorry to cut this tea party of ours short. Do try to get some rest, alright?"

And in a flash, he was gone. 

Fluttershy sighed but couldn't help but smile, knowing that Discord cared so much about her well being.

"Or does he?" A voice whispered in her mind. 

Fluttershy blinked and looked around, but decided she just imagined the voice.
> An Audience With Luna
> --------------------------------------------------------------------------

Luna strolled down the corridors of Canterlot Castle, lost in thought over what to do about Fluttershy and her nightmare troubles. In all her time as Princess of the Night, never before had she encountered nightmares as bad as this. Normally, what Luna would do would be to attack the problem at the source, to take the object of the pony's fear and bring it into the light, showing the poor soul that there's nothing to fear, and then calm them by assuring them that everything is fine now. But whenever she tried to confront the source in Fluttershy's nightmare, she found herself forced out before she could do anything to stop it. 
It was all quite vexing to Luna, and she wished she knew the cause of it. Perhaps it was all subconscious? Could Fluttershy, for some reason or another, be keeping her out on purpose? It was not uncommon, but why would Fluttershy do such a thing to herself, even on a subconscious level? Luna sighed deeply and thought that perhaps tonight she'd have better luck in defeating the irksome nightmare. But first, she needed to do a little reading. After getting Twilight's letter expressing her concern, it got Luna to thinking that maybe there was something in the castle archives that could give her the solution to her problem, and considering how little options she had, it couldn't hurt. As she opened the door and set hoof into the archives, she was greeted by none other than Discord.

"Good evening, Princess." He said silkily, with a smile that didn't reach his eyes. "Doing well I see."

"D-Discord, what a...nice surprise." Luna replied. "To what do I owe this little visit?"

"Oh not much." Discord said, floating lazily on his back and sounding a touch too casual. "I just wanted to see how busy you were."

Luna blinked in confusion. "Busy?" She echoed.

"Yes, busy with paperwork, or affairs of state, or monster slaying, or whatever it is that you princesses do all day."

She carefully eyed Discord, wondering where he was going with all of this. "Well, I haven't really been particularly busy, aside from my usual duties at night."

"Ah yes, of course." He said, doing a turn so that now he floated on his stomach, facing her. "How are your night duties going by the way?"

The way he looked at her made Luna think of a cat ready to pounce on its prey, sinking its claws into it. But now, Luna finally understood what the true nature of Discord's visit was.

"This is about Fluttershy, isn't it?" She said bluntly.

Discord seemed to bristle a little, but still retained his smile. "Well, since you brought it up, yes. In case you haven't noticed, Fluttershy has been having dream problems. Problems that a certain somepony can't be bothered to fix. Now I had considered that perhaps you've just been too busy to deal with it, But apparently you're not busy at all! Which leaves me with just one question." He leaned forward, his red eyes burning into her own. "Why haven't you been doing your job and helped Fluttershy already?"

The edge in Discord's voice was razor sharp, but Luna didn't want to give him the satisfaction of frightening her, so she did her best to appear unfazed.

"I assure you, Discord, that I've been doing everything I can for Fluttershy." 

"Well clearly you haven't been doing enough." 

"You don't understand, what Fluttershy is experiencing is different from anything I've ever encountered before, my usual methods haven't been able to do anything."

Discord snorted. "Not to speak ill of Fluttershy, but it doesn't take much to frighten her, so how bad could her nightmares really be?"

Luna opened her mouth but just as quickly closed it, averting her gaze. "I...I'd rather not say. Fluttershy wrote and asked that I not divulge the details of her dreams, especially to her friends."

Her reply made Discord all the more suspicious. What was so horrible that Fluttershy felt she couldn't talk to her friends (and more importantly him) about it?

"Does the dream have something to do with her friends?" He asked.

"I can't say." Luna answered.

"Oh just tell me already, will you Luna! Otherwise I won't stop pestering you, or that useless sister of yours."

At the mention of Celestia, Luna lost her composure. "My sister is not useless!"

"Seeing as how she gets overpowered by villains and has to be saved by a group of ponies on a regular basis, I'd qualify that as useless." 

Luna could feel her cheeks getting warm. Discord smiled to himself, seeing that his little tactic was working. "Celestia does what she can, she might not always succeed but she tries!" 

"A lot more than you, that's for certain." Discord scoffed.

"What's that's supposed to mean?"

"Oh nothing much, except for the fact that whenever your sister needs back up you seem to be nowhere in sight, leaving her to take on the task all by herself. I guess it really shouldn't surprise me that you'd do the same thing to Fluttershy." 

"I'll have you know that I have been there for Celestia, and in the times I have not I've been busy resting from protecting the dream world all night."

"Yes, I'm sure that's very exhausting. Staying up all night and blasting at nightmares, must be dreadfully hard work."

"It is! Have you ever tried to defeat a chaos lord before in nightmare? It's not an easy thing to do!"

Discord froze. "Chaos lord?"

Luna also stiffened, realizing what she said and putting a hoof to her mouth. 

"Fluttershy's, been having nightmares about...me?" Luna could see the emotions swirling around in Discord, the most prominent being hurt and sadness. "i thought...I mean, we're friends, why would she be so afraid of me that she'd have nightmares?"

"It could have something to do with your recent behavior." Luna said. "Her dreams center around you regressing to your former self, tormenting her and treating your friendship as nothing more than a meaningless act."

"But it's not meaningless!" He cried defensively. "I'll admit there was a time when I was unsure, but I've come to see that our friendship is worth  more than anything. I would never--"

"That may be how you feel." Luna interrupted. "But whenever I try to confront the nightmare you in the dream, he always manages to push me out of the dream, keeping me from interfering with his tormenting."

Discord tightened his fists. The thought of some horrible beast tormenting Fluttershy was bad enough, but to hear that he was the tormentor made his blood boil. In fact, little fumes of smoke rose up from his head while a distinct bubbling sound emanated from his stomach. Right then and there, Discord had made a decision. 

"I'm going with you into Fluttershy's dream." He said.

Luna's eyes widened. "What?! No, absolutely not."

"How come?"

"Not only do you not have any experience in dealing with nightmares, but there's no telling what could happen in the dream if you were there."

"Exactly! You need someone unpredictable, someone powerful, and dashing, to help you out. You said yourself that you've tried your usual way, so why not try an unusual way?" 

As much as she hated to admit it, Discord did have a point. She could use his power to help, it'd even be enough to keep herself from getting thrust out before she could take action.  "I don't know..."

"Please Luna, let me help Fluttershy." This was the first time Luna ever heard Discord say please before. It was probably killing him to have to say it, especially to her, but she could also tell that he really wanted to help.

"Promise you won't get into much trouble?"

Discord flashed into a scout uniform and gave a salute. "Scout's honor."

Luna sighed. "Alright, tonight you and I will travel into Fluttershy's dream and try to confront the nightmare once and for all. Okay?"

"Wouldn't miss it." He replied, and disappeared.

"I hope I'm doing the right thing." She muttered worriedly to herself.
> A Nightmare to Remember
> --------------------------------------------------------------------------

As the sun set on the horizon and night approached, Fluttershy made her way to the sofa, feeling too weary to even climb the stairs to her room. Just as she was about to settle down, a knock sounded on her door. 

"Come in!" She called hoarsely. 

Twilight entered the cottage, a saddle bag on her back and a soft smile on her face. 

"Twilight? What are you doing here?" Fluttershy asked. 

"I came to see if I could help somehow." The Alicorn explained. "I've been reading up on some solutions for restful sleep, and I thought you might like somepony to keep you company. You know, in case you have another nightmare." 

Fluttershy's eyes glistened and she smiled gratefully at her friend. "Thank you Twilight, I'd really like that." 

And so, Twilight set about helping Fluttershy to get more comfortable and ensure a more peaceful sleep. First she added soft pillows and downy comforters to the sofa, then she lit some soothing incense, and a cup of warm milk mixed with honey and cinnamon. While Fluttershy sipped from her cup and snuggled under the covers, Twilight pulled up a stool to keep watch over the Pegasus, hoping that she'd be able to solve the Pegasus' problem once and for all.





From her balcony, Luna felt the cool night breeze bristle her coat as she gazed up at the velvety sky. She was still unsure about letting Discord accompany her to the Dream Realm, and had hoped that the tranquility of her night would help soothe her calm her and prepare her for what she and the Draconequus would face. Discord himself had been hovering silently behind her, waiting for the right moment to startle her.

"So, ready to go?" He asked abruptly.

Luna almost flinched, but she'd expected Discord to show up the moment night fell. "I am, are you?"

"I wouldn't be asking you that if I wasn't." He answered, is body itching for some action. 

"Then let us go inside and begin." 

In her chambers, Luna ignited her horn and began to explain what she was doing to Discord. "Now then, the spell that I cast will send our spirits to the dream realm, from which we will find and enter Fluttershy's dream. Once the nightmare is vanquished, we shall both return to this room."

"Sounds simple enough." Discord said dismissively. 

"Yes, but before we go I want to make it clear that this is a one time thing, and that you should not and cannot disturb the dreams of other ponies. Understand?" 

"Yes, yes, now will you get on with it already?"

With a frustrated growl at Discord's impatience, Luna wasted no time in zapping the Draconequus in the head with her magic, sending off to sleep. Discord's eyes snapped open and he found himself floating in a fuzzy void, surrounded by orbs that showed various ponies throughout Equestria. Luna appeared beside him in a shaft of moonlight.

"So this is the Dream Realm." Discord mused. "Not nearly as interesting as I thought it'd be." 

"We are in a part of the realm referred to as Limbo." Luna explained. "It is the space just between the waking world and the dreams of ponies."

"So then, which dream is Fluttershy's?" Discord asked, his eyes searching for a glimpse of the little Pegasus.

Before Luna could answer, the sound of Fluttershy's terrified screams pierced the otherwise calm silence of Limbo.





The skies were as red as blood, and as clouded as smog. All around her the world had been torn up and stitched together into a place of utter madness. Monsters and demons roamed about, terrorizing the poor hapless ponies that crossed their paths, and in the center of it all was Discord, grinning sadistically at the torment he was causing.

"Discord, please!" Fluttershy called out. "You have to stop this!" 

Discord shifted his attention to her, but the look he gaze her made her feel like she was of little concern of consequence in his eyes.

"Stop this you say? Why would I ever do a thing like that?" He asked, not seeming to care how she answered.

"Can't you see what you're doing to everypony? If you keep this up, you'll go back to stone, probably forever this time!"

"It's adorable that you think that somepony could stop he." He chuckled. "It really is."  

Fluttershy's eyes were overflowing with tears. "Please, Discord! I know this isn't you, it's not too late for you to stop, to fix this!" 

"And what makes you think you know me?" He asked, the tone of his voice sent chills down Fluttershy's spine. "My wants, my hopes, my desires, what makes you think that you know anything about them?"

"Because I'm your friend. You like laughing and making mischief, and you like to have tea with me. We're best friends, and I don't want anything bad happening to you!" 

There was a pause before Discord cackled mercilessly. "Friends? What use have I for friends when I have chaos, the fabric of reality is at my fingertips and you offer me something as dull as friendship?" Fluttershy could feel her heart twisting and her throat tightening with each laugh he uttered. "In fact, what makes you think we were even really friends to begin with?"

At this point, Fluttershy had about as much as she could take, collapsing to the ground and breaking down into painful sobs. 

"ENOUGH!" 

A blast of blue magic narrowly missed the Draconequus, getting him to turn his attention to the Princess of the Night and the real Discord. The apparition growled and cursed under its breath.

"Stay back foul beast!" Luna commanded.

Discord's eyes locked onto Fluttershy in her pitiful state and immediately he flew down to help her.

"Fluttershy!" He cried. But Fluttershy didn't seem to hear him, to engrossed in her own misery. He tried reaching out to her, open to try and get her to her senses, only to receive a painful sting on the talon. "Yee-ouch!" It was then that Discord noticed a dark aura surrounding his friend, like some kind of shield.

"Now, begone!" Luna shot a spell at the nightmare, a spell that under normal circumstances would be enough to make even the most terrifying of nightmares disappear in a wisp of smoke. However, this nightmare simply smirked at her and deflected the attack as though it were nothing.

Luna's eyes widened in shock. "W-what?"

The nightmare looked over to where Discord was trying in vain to get past its little shield and have the Pegasus acknowledge his presence.

"That's enough of that." The double said, taking Discord by surprise as he suddenly found himself being flung into the air and crashing into Luna. "I suggest you two leave while you still have the chance."

"Funny, I was thinking of saying the same thing to you." Discord said, about to snap his talons. Only for the nightmare to encase them in solid concrete and crashing onto the ground. Discord tried to pry himself free but the concrete remained firmly attached to him.

Luna tried once more to banish the creature from existence, only for it to pin her to the ground with black chains that burned into her fur.

"I was hoping to do this a little later," the night mares said, snaking his way behind Fluttershy. "But it seems that I'll have to move things along." With that said, he placed his hands on Fluttershy's shoulders, and the aura around her intensified. The color was beginning to drain from her body, not only that, but she also was starting to look lifeless and empty.

Discord glared venomously at his doppleganger, his teeth grinding into daggers. "You...get your wretched hands off of her!"

In a sudden burst of speed and with strength Discord didn't know he had, he was able to run at the nightmare and knock him flat onto the ground with a punch from his concrete talon, before breaking free of its stony confines. With the nightmare distracted, Luna was free from her chains and able to have another go at her foe. Discord held Fluttershy in his arms, she felt so frail, like a fragile snowflake about to crumble to piece in his touch. As he got a better look at her, that's when Discord noticed something. Poking out of his friend's chest, as a black wisp. 

Discord took hold of the wisp and said, "Forgive me my dear, but this may hurt a bit."

The nightmare, who'd been fighting off Luna, saw what he was about to do, his body stiffening with fear. "No! Stop!"

But it was too late. Discord pulled with all his might at the black wisp, which caused Fluttershy to let out a sharp cry of pain. The wisp elongated, starting to resemble a snake, before pulling out its horned head. In his grasp, Discord ignited the snake-like creature, watching it writhe in the flames. 

At the same time, the nightmare Discord let out a screech before flickering away like a mirage. Discord would've held on longer to make sure that the loathsome thing burnt to ash, but the creature gave him a bite, forcing him to let go of it, and allowing it to slither away. A few minutes later, the surroundings of Fluttershy's dream world lightened, becoming much more serene and peaceful, and Fluttershy herself was looking much better than before.

Luna, still confused as to what had just occurred, said to herself, "This is unlike anything I've ever encountered before. For a nightmare to do any of that..."

"That was no ordinary nightmare." Discord said.

Luna looked at him in surprise. "You...you know what that was?"

His gaze still on the resting Fluttershy, he answered, "I have a good idea, and whatever scheme it's planning, it certainly isn't done yet."
> Party of Three
> --------------------------------------------------------------------------

Twilight had been quickly alerted to Fluttershy's distress, hearing her cry out in her sleep. She tried to awaken her friend from whatever nightmare she was suffering through, but for some strange reason, no matter how much she nudged or prompted, Fluttershy would not awaken. Her worry grew even more when a dark aura surrounding the pegasus' form before flickering away. 

"Fluttershy? Fluttershy?!" Twilight tried once more to try and awaken her, and this time, much to her relief, Fluttershy's eyes fluttered open. 

"Ugh...what happened?" She asked. 

"You had another nightmare." Twilight answered. "Are you okay? What happened?"

Fluttershy sat up, rubbing her sleepy eyes. "I...I don't really know. I remember seeing...my usual nightmare, only much worse this time, but then it's all a blur."

"Really? You can't recall anything else?" Twilight pressed.

Fluttershy shook her head. "No, although, I do remember feeling a calm warmth before waking up. Do you suppose it was Princess Luna?" 

Before Twilight could reply, Discord and Luna appeared in the middle of the cottage in a flash of light.

Twilight stared at the pair in shock. "Wha?! Luna? Discord? What are you two--?"

But Discord ignored her as he knelt down by Fluttershy. "Are you alright, my dear?' He asked. 

Fluttershy managed a small smile and nodded. "I'm fine...I think. I still feel pretty tired, but, I feel better somehow." 

Discord breathed a sigh. "Good, I'm glad."

"Excuse me, can somepony please tell me what's going on?" Asked Twilight. "Why are you here with Luna? What's up with Fluttershy's nightmares?"

"I have to agree with Twilight, Discord." Said Luna. "You seemed to know more about the situation than I before we left, so I think it's time you explain a few things." 

Discord stood up and folded his arms before saying, "Very well then. The reason for Fluttershy's dreams is all because of a spirit, the spirit of Nightmares, Phobetor."

Twilight blinked and tilted her head. "Phobetor?" 

"Yeah, I know." Discord snorted. "He went by all sorts of names back in the day, but out of all them he chose that one. Honestly, I liked his Icelus alias more."

"I take it that this Phobetor is an old acquaintance of yours?" Inquired Luna.

Discord waved a talon and replied, "Hardly. I only know him by reputation, though I've never met him, until now that is. Though, last I heard, he'd been sealed away someplace for eternity."

"Interesting." Mused Luna. "This is the first time I've heard of Phobetor. Though, I wonder how he was able to return after all this time, and why he would give Fluttershy nightmares."

"While I don't know how he got out, I do know that Phobetor draws his power from mortals. He feeds off of their worst fears and anxieties, which he in turn uses to fuel the nightmares he creates. I've also heard that given enough time, he's able to drain a mortal completely of their hopes and dreams, leaving them nothing more than an empty shell. " His whole body tensed up at the thought, and his gaze became narrow and hardened.

His attention flickered over to Twilight, who had been staring at him in surprise. "What?"

"N-nothing." Said Twilight. "It's just...you're being so serious and straightforward...I'm just used to you telling us stuff in a roundabout way." 

"Well, I'll have you know princess that I can be serious and straightforward when I want to be."

Fluttershy, who'd been quiet up to that point, spoke up and said, "So...Phobetor was giving me nightmares, just so he could become powerful?"

Discord's expression softened as he gently ruffled her mane. "Yes, he was, but not anymore. Not after I dealt with him."

"Ahem! I think you're forgetting who it was who brought you to the dream realm, and who it was that kept Phobetor off your back." Luna interjected.

"Yes, yes. Luna helped out as well." He said dismissively.

"So, Phobetor's gone now?" Asked Twilight.

"From Fluttershy's dreams, yes." He said. "But I'm afraid he's still on the lose somewhere in the dream realm. If I had to guess, I'd say he's hiding out somewhere and waiting to resume his plans for hostile takeover."

"Not if I can help it." Said Luna firmly. "As Princess of the Night, I will not let this Phobetor disrupt the dream realm any further."

"Indeed, he'll be sorry he ever tangled with us." Said Discord, siding up next to Luna.

She looked at him in confusion. "Us? You mean, you intend to go after him as well?"

"You're not the only one with a bone to pick, Luna. That wretch made Fluttershy suffer, and that is something I cannot let go unpunished." 

"Discord..." Fluttershy uttered softly. "Are you sure you want to go?" 

"I meant what I said, Fluttershy. What Phobetor did to you...I cannot stand by while he's out free, waiting for him to be captured. Not if I have anything to say about it."

"But you have no idea what he's capable of." Fluttershy said, her body trembling with fear as she recalled the nightmares she went through. "He's cruel and relentless, and every moment of my nightmares felt so real that I actually believed them. I don't want you to go through the same hardships that I went through." 

Discord did his best to try and ease his friend's worries by saying, "Come now my dear. Phobetor maybe be fearsome in his own right, but I'm the Lord of Chaos. He doesn't stand a chance against me."

"That doesn't mean it won't be dangerous!" Fluttershy argued. "If something were to happen to you, I..." She didn't want to think about it. 

Watching the whole scene unfold before her, Twilight heaved a sigh and said, "What if I come along?" 

Discord and Fluttershy turned their attention toward her. "Huh?" 

"If Fluttershy is so worried about you getting bested by Phobetor, then I'll tag along to make sure that doesn't happen."

"R-really?" Asked Fluttershy. "Oh, I don't know."

"It won't be just me, Fluttershy. Luna will be there too. With the three of us together, we'll have Phobetor defeated and be back before you know it." 

Thinking over it for a moment, Fluttershy agreed and said, "Alright, but please be careful. Both of you."

"You have nothing to fear, Fluttershy." Discord said, giving her a little nuzzle. "Just try to get some well-deserved rest, and leave all this Phobetor business to us, okay?"

Fluttershy smiled warmly at him. "Okay."

With a snap of his talons, Discord had Fluttershy all cozily tucked in. He looked to the two Alicorns and said, "Well, then, shall we be off?" 

"Yes, there isn't a moment to lose." Said Luna. 

And in another flash of light, the three of them disappeared, leaving Fluttershy alone to drift back to sleep.
> Journey Through the Dreamscape
> --------------------------------------------------------------------------

Phobetor was feeling peeved to say the least. He'd been right in the middle of a sumptuous meal, only to be interrupted and separated from his host. Not only that, but he was interrupted by none other than that Alicorn and Discord himself. He had no doubt that it was only a matter of time before those interlopers come into his domain to seal back up. If that was the case, he'd need to be prepared for their arrival. Using his shadow, he instructed it to keep watch in the dreamscape and to alert him the moment that the interlopers appear. 'Hurry to me, my interlopers, and learn the true meaning of fear.'





Using the spell she'd used before, Luna entered the dream realm once again, this time with Discord and Twilight at her side.

"Okay, so where do we go from here?" Asked Twilight, looking around the endless expanse that was limbo. 

"Hmm, if I remember correctly, Phobetor should be somewhere in his old hideaway, aptly named the Nightmare Realm."

"Alright, so how do we get there?" 

"No clue."

"What?! Then how do you know about his hideaway?"

"As I said before, I only know him by reputation, so I'm just going off what I've heard. Not to mention that this is only my second trip or so to the dream realm, so pardon me if I don't know where everything is."

Luna tapped her chin thoughtfully. "When I first took on the duties as protector of the dream realm, Starswirl warned me to avoid the far edge of the realm that's shrouded in shadow, saying that a danger and terrible evil rested there. Perhaps that's where the Nightmare Realm lies."

"Well it's as good a place to start as any." Said Twilight.

"Then what are we waiting for? Let's go." Said Discord, ready to get a move on.

Twilight rolled her eyes at his antics as Luna led them in the direction of the Nightmare Realm.




"So," Twilight began, hoping to strike up a conversation while they headed toward their destination. "Is there anything else we should know about Phobetor before we face him?" 

Discord stroked his goatee as he thought for a moment. "Well, there isn't much else to tell, other than he has power over nightmares. So I suggest that you keep your guard up."

"Well, do you know why he was sealed away to begin with?"

"If I remember correctly, it had something to do with him overstepping his bounds and trying to invade the waking world. Which seems to be a common occurrence the more I think about it. Anyway, the dream spirit who existed at the time was the one who sealed him up.  Of course, now that he's gone, it was only a matter of time before the seal he made would weaken."

"Gone? What happened to him?"

But Discord ignored her question, pointing out a thick fog bank up ahead. "Oh my, what's that up ahead?"

Luna squinted at the fog before answering, "That's the Phantasos Fog, it drifts throughout the dream realm. Those who enter it experience visions and abstract dreams."

"Is that so? How interesting." Discord mused. 

"Looks like we'll have to pass through it to continue onward." Luna said. "As long as we stay close together and keep moving, we should be fine."

Thus the trio made their way through the fog. At first, it seemed like any ordinary fog, with nothing strange or peculiar about it. As they went deeper in though, things began to change. Twilight could swear she heard whispering voices, saying things she could not make out. Then she could swear that the surroundings around her were beginning to become blurred and warped, as though she were underwater. From there things only got stranger, as her vision filled with peculiar images. A gate made out of bone and ivory, the sun and moon shooting across the sky like falling stars, gleaming eyes, and a casket wrapped in heavy chains. So many images swam in front of her, making her feel dizzy and confused. 

Discord, who was completely unaffected by the visions, other than finding them amusing, looked down and noticed how poor Twilight looked as though she was about to collapse. Using his tail, he picked her up and carried her.

"H-hey, what are you--?" She began, but stopped, feeling dizzy once again.

"What does it look like I'm doing? I'm helping you the rest of the way, of course! You did promise Fluttershy that you'd help me out, didn't you? It'd be a shame if you were to suddenly pass out in the middle of it."

"H-how c-come, you're n-not...affected?" She asked.

Discord scoffed. "Please, Twilight. I see strange things all the time. Compared to my little dimension of Chaosville, this is nothing." He glanced over at Luna, who was also unaffected. "I can only assume that Luna is alright simply because she's seen all sorts of crazy things in pony's dreams."

Luna snorted in response, but couldn't help but crack a slight smile. 

Meanwhile, unbeknownst to the three of them, their movements were being watched by Phobetor's shadow, who hurried off to alert its master of the visitors that were to enter their domain.





Once they were out of the fog bank, Discord released Twilight, setting her back down on the ground. After taking a moment to catch her breath and regain her bearings, Twilight stood up, glancing over at Discord. 

"Th-thank you, Discord, for help me through the fog. I'm not sure if I could've made it all the way through on my own."

Discord waved a paw at her words and said, "Think nothing of it. I was just making sure that you kept your word with Fluttershy." 

"Look alive, everyone." Said Luna, looking on. "The Nightmare Realm is just ahead.
> Face to Face with Fear
> --------------------------------------------------------------------------

The Nightmare Realm certainly lived up to its name. Like Limbo, it was a seemingly endless void, filled with heavy shadows and thick red mist. Scratchy, raspy voices hissed from all around, and shadows slithered and flapped through the air. 

"Cheery." Discord muttered sarcastically. "So then, where to from here?"

Before either of the princesses could answer, Phobetor's shadow slinked up to them from out of nowhere. Luna ignited her horn, preparing to fire at the creature should it decide to attack.

"Stay back, beast!" She said. "Declare your business with us."

After a moment of silence, the shadow responded in a soft voice that sounded not unlike paper being ripped apart and crumpled.

"My master wishes to have my guide you to him. He has been most anxious for your arrival."

The trio looked at one another. Obviously they could tell that whatever it was Phobetor was planning, it couldn't be good. But they didn't have much choice but to follow the shadow. Through the darkness they walked, until they came to what felt like a slope that led them downward. 

"So any idea of what to expect?" Twilight whispered to Discord, hoping to prepare herself for what was to come. 

Discord shrugged his shoulders. "I wish I could offer some little tid bits, but all I know is that Phobetor is said to be fear incarnate."

Twilight wanted to press on with her questioning, but was unable to as they already arrived at their destination. Before them, hovering over what could be considered the ground, was a large casket wrapped in chains. Twilight couldn't help but gulp, recognizing it as the same casket from her vision in the fog. The shadow slipped into the casket, and upon doing so, another voice spoke up.

"Well, well. Isn't this a treat? to be graced by the presence of not just two Alicorns, but the Spirit of Chaos himself! After so many centuries of isolation, it is nice to encounter such...interesting beings such as yourselves."

"Yes, I'm sure it's a great honor and all that." Discord said rather boredly. "But if you don't mind, I'd like to get right down to business." 

The casket chuckled. "Such impatience, but that's to be expected I suppose from one such as you. But, since I've kept you all waiting long enough, I shall oblige, and give you what you've come for."

A humming erupted from the casket, followed by a blinding red light. The heroes braced themselves, prepared for whatever attack Phobetor intended to throw at them, when everything went black.





Twilight's head hung low before Princess Celestia, who was gazing at her with disappointment. 

"I expected better of you, Twilight." Celestia said coldly. "But I'm afraid I have no choice but to let you go. As of this moment, you are no longer welcome at Canterlot castle."

"But Princess!" Twilight cried, trying to defend herself. 

"No, you've made one to many mistakes Twilight, you don't deserve to be an alicorn, much less my student." With a flash from her horn, Celestia made Twilight's wings disappear, turning her back into a normal unicorn.

"Please, Celestia, give me another chance!" Tears flooded down her cheeks. "I-I'll do better, I promise!"

Celestia shook her head. "I've already given you plenty of chances, more than I probably should have."

Twilight collapsed to the floor, ashamed to have disappointed her mentor, and for having been such an utter failure.





There was no light, no sound, no way out. Within his prison, Discord searched for a means of escaping, of unleashing the chaos that felt as though it was rotting away inside him, just waiting to be used. It was stifling to say the least. There was no way of telling how long it would take for him to escape, if he ever would. 
It seemed that he would be stuck here for all eternity, alone. Of course, he was always alone, he should've been used to it. So why did the thought of being alone for eons, suffering silence, fill him with dread? He wanted out, he needed to get out. But it all seemed so pointless, there was no hope of escape, he was now fated to remain here, forgotten by the rest of the outside world. And with no one to care or worry otherwise.





Luna adjusted her eyes, looking around to see what the red light Phobetor had unleashed had done. She saw that Discord and Twilight were wrapped in a red aura, hovering just in front of her. 

"What have you done?" She said, demanding to know. 

"I've shown them a small sampling of my power." He replied smoothly. "As we speak, they are both experiencing their fears, their anxieties, and they fully believe what they are experiencing to be truth."

"If that's so, then why haven't you used your magic on me?"

"Because, Princess of the Night, I have seen your work tending dreams, and I know of your past mistakes." 

Luna frowned at the voice. "I've made my peace with what I've done."

"Yes, how could I forget your little trouble with the tantabus. I must thank you, really, for if it weren't for that manifestation you created, I might've continued to sleep, and missed my opportunity for revenge."

"I did what?!"

"And to show my thanks, I'll give you a special treat."

The red auras around Discord and Twilight stemmed from them and into the casket, slipping through the cracks. A spindly hands shot out, grasping at the air. Luna watched as the towering, slinky form of Phobetor tore its way out. 

"I shall allow you to see the face of fear itself, before I end you."