One morning, Twilight awakens to find everything in Ponyville is...peaceful. All nearby evil seems to have been dealt with, and the only trouble they've resolved recently was convincing Lyra not to do dangerous experiments in her "secret" lab to try and become human. This strikes her and her friends as a terrible catastrophe, as they feel their sense of being true heroes is deteriorating. So, they decide to travel across Equestria with their friend Shadow Darkfeather (see "Shadow in Equestria"), in search of a cure for their aching need to be, well, NEEDED.

Shadow, a young stallion whose been traveling throughout Equestria, is searching for the creature that orphaned him and caused the destruction of his home village. After saving a young filly in peril in the Everfree, he discovers the creature is residing near Ponyville, and he must recruit the help of some familiar ponies to attempt to defeat the darkness, and possibly recover what once was lost. Will they stop this foul creature in time, or will Shadow's past bring a darkness worse than Ponyville has ever seen?