Prologue

"A meeting? With me?"

Starswirl paced back and forth excitedly, thinking of all the possibilities that could stem from such a thing. Princess Celestia, co-ruler of Equestria, wanted to meet with him, a talented young Unicorn born and raised in Canterlot. The implications were enormous, and the young stallion was almost going out of his mind as he thought it over.

"A meeting...with me!"

Practically skipping around the room, Starswirl garnered a few strange looks from a number of visitors to the Library just outside his study. The unicorn collected himself with a nervous cough, gathering his things before he departed. He wasn't sure how he would get to sleep, with thoughts of tomorrow's meeting running through his mind. As he made his way through Canterlot, he barely noticed as he bumped into multiple ponies walking around him, though he was too lost in his thoughts to care.

1

Starswirl was miserable. His concern about sleep the night before was well founded indeed; he had not slept a wink, and now he was practically dead on his hooves. The exhausted unicorn had thrown a quill and a few pieces of parchment in his pack before he left, worrying the entire way how he would present himself to the Princess now. What if he fell asleep right there, while the Princess talked about furthering his research? The thought alone was enough to make Starswirl panic.

Slowly but surely, he made his way to the meeting location mentioned in the letter. It was a part of the royal garden, only a few yards from the palace itself. Showing the letter to the imposing pegasi guarding the archway leading into the garden, Starswirl was allowed entrance without incident. Inside, even in his delirious state, the young stallion admired the beauty of his surroundings. The garden was teeming with life, both animal and plant. As he gaped at the verdant foliage around him, he almost ran head-first into a large apple tree near the center. This, he remembered slowly, was the site of their meeting. Instead of seeing the Princess waiting for him nearby, however, he found a piece of parchment stuck to the trunk of the tree.

"The Princess...isn't coming?" Starswirl said to himself as he read. Although his exhausted mind was slow to process the information, he eventually worked out what the letter said: The Princess was sorry for not being able to attend, but she had sent somepony else in her stead. The young stallion was both disappointed and relieved. He was sad to see his meeting with one of the glorious rulers of Equestria disappear, but was also grateful for it as well, considering his current state. He figured one of the palace officials would be sent down to meet with him, get their business squared away, and he would be off on his way to continue his work in no time at all.

"Are you the one our sister spoke of?" A forceful voice inquired behind him, words already forming on the unicorn's lips until he saw who exactly had spoken to him.

"P-Princess...Luna?!" Starswirl stammered as he stood before the Princess of the Night, the alicorn both graceful and frightening to behold. Like her sister, she was significantly taller than the young stallion, though not quite as tall as Celestia herself. A flowing mane wafted behind her head, making Starswirl feel as if he were staring into the night sky.

"We apologize for not arriving at the agreed upon time. We do not usually travel out of the palace during the day," Princess Luna stated, staring down at Starswirl with a stern gaze.

Surprise, coupled with sleeplessness and a little bit of fear, rendered the unicorn unable to speak, simply gaping absently at the Princess, who gave him an inquisitive look.

"You are Starswirl, are you not?"

Hearing his name seemed to snap the young stallion out of his delirium. "Ye-yes I am, Princess. I am Starswirl."

"If what our sister said is true, you are quite talented with magic."

This time, Starswirl was only delayed a moment, caught off guard by the fact that Celestia herself had praised his abilities. "Y-yeah, that's what I've been told," the unicorn let out a nervous laugh, earning another strange look from Luna.

"Is something wrong?" the Princess of the Night questioned, eyes staring directly into Starswirl's.

"Uh...no, no...no. Just didn't get much sleep last night, is all, Princess," Starswirl stammered, only realizing after he had spoken how unprofessional such a thing sounded. "I apologize."

"Perhaps that is for the better, considering the unique nature of the situation." Seeing the confusion in Starswirl's expression, the Princess continued. "Our sister has not told you? There is an affliction spreading across Equestria, one that has already claimed many in unending sleep."

Starswirl listened closely as the Princess explained. Denizens of Canterlot, Ponyville, and beyond were falling victim to this plague of the mind. They would fall asleep and simply not wake up, no matter how much the ones around them tried to wake them. She told of how those afflicted would show great distress as they dreamed, but no matter what, they would not wake up.

"As night is our realm, we felt that this problem was ours. So we came in place of our sister, to meet with you, Starswirl of Canterlot," Princess Luna explained, her expression always serious, changing little over the course of her story.

"I'm honored, Princess. But...why me?" Starswirl asked, hoping the Princess wouldn't be offended by such a question.

"Our sister felt you were sufficiently qualified to aid us in bringing an end to this plight. Was she mistaken?"

"Uh...I don't think so." Starswirl said very carefully.

"Good. Unless you have anything more to ask us, we should depart."

"Where are we going?"

"You must first see this affliction for yourself. Then we shall determine how to overcome it."

2

Starswirl followed Princess Luna as they made their way through Canterlot. They were heading, he noticed, toward the Canterlot hospital. He couldn't help but notice Luna's distress every time they moved out of the shade and into the sunlight. Clearly, she was not accustomed to life during the day. As they entered the hospital, Luna lead him to a portion isolated from the rest, the ponies around them whispering to each other as they passed, if they were not bowing. The Princess didn't seem to acknowledge them much besides the occasional nod.

It wasn't long before they left the public areas of the hospital, heading into a room with only one bed. On it lay an old stallion, trembling in his sleep. "Is he...?" Starswirl began, approaching the bed cautiously.

Luna nodded. "He is afflicted, like others here. We have kept many from the other villagers as to not cause a panic. We trust you will be discrete about our business here as well."

Starswirl returned the gesture. "Do we know anything about this disease?"

"It is of magical origin. If you wish to know more, see for yourself."

It took a moment for Starswirl's exhausted mind to understand what the Princess meant. Approaching the sleeping stallion, his horn was suddenly surrounded by a blue-black glow, which he touched on the stallion's forehead. Instantly the unicorn could feel the wild emotions brewing in the earth pony's mind, a mix of fear and desperation.

As he continued to pry, Luna's own horn began to glow, and suddenly everything went dark for the both of them. They were no longer inside the hospital, but instead in what looked like Ponyville, covered in a strange blue haze. Starswirl looked around wildly, wondering what had happened.

"Worry not. It was our intention to bring us here. You must see it for yourself," the forceful voice of Princess Luna sounded behind him, causing the unicorn to whirl around to face her.

"We're-"

"We are inside the mind of the afflicted, yes."

Starswirl sighed, looking around the strange version of Ponyville. It was deadly silent, as if completely vacant. The haze limited his view to only a few tens of feet, giving the entire town an eery, unnatural feeling.

"Unless a creepy atmosphere can send a pony into a coma, I don't see anything that could cause all this."

"We must locate the afflicted, trapped in their own mind."

"You make it sound so easy..." Starswirl sighed quietly as he continued to survey his surroundings. Luna gave an inquisitive 'hmm?', and Starswirl shook his head. "Nothing. Let's be on our way."

The two made their way across the false landscape, moving at a slow pace due to the haze. With such low visibility, Starswirl wasn't about to go any faster without good reason, and Luna seemed to agree. Starswirl had been to Ponyville many times, but he did not recognize the individual whose mind they were now traveling inside. Whatever was keeping the stallion from waking up was probably near something in Ponyville that was significant to him, such as his home or place of business.

"Do you know anything about the afflicted?"

"Enough to know where to look. You are quick to catch on, Starswirl of Canterlot," Princess Luna responded, quickly taking the lead, apparently knowing what Starswirl had in mind.

"And what if I was unable to deduce this? Would you have let us wander this place until I did?"

"Perhaps. We needed to know if you were as intelligent as they say you are."

The Princess of the Night led him to an old barn near the edge of town. The age of the structure was evident even through the haze; parts of it were missing or partially destroyed, the paint was now an ugly gray color, and sides that were intact were overgrown with wild vegetation. As they approached, the sound of laughter reached their ears. With a lingering look at Luna, Starswirl took the lead once more, pushing his way past the large doors of the barn, the Princess following close behind him.

Inside was a young pony running around in circles, cackling and squealing in delight as it did. The foal was identical to the stallion they had seen lying in the bed, but the age was clearly very wrong. "Its just like how I remember it!" the colt shouted happily as he ran around, excited about something the two visitors couldn't see.

"Are you...alright, sir?" Starswirl asked tentatively, the foal stopping dead the moment he spoke.

"I don't want to leave! You can't make me!" the little pony lamented, ears flattening against its skull as it fled deeper into the barn. Starswirl, meanwhile, was left confused.

"I didn't say anything about leaving..." the unicorn said with a frown as Luna walked ahead of him.

"He cannot tell who we are, Starswirl of Canterlot, or what we want. This is but a memory, one he does not wish to part with," Princess Luna explained, staring into the darkness of the barn. "We are enacting some part of the memory. No matter what we say, he will only hear what this memory dictates."

"How do we get him to realize its all a dream?"

"We must destroy the source," Luna stated, her expression unchanging.

"And how do we find the source?"

"We cannot," The Princess said bluntly, surprising Starswirl. "The haze you see around us prevents us from locating it in this world. In the real world, it does not have any distinct magical presence."

"That's quite the situation..." Starswirl responded with a thoughtful frown.

"This is not the only way it manifests. There are other, more violent cases down in Ponyville."

At this, a thought struck Starswirl. "Did you or your sister find any patterns related to the severity of the plague? Where they live, how old they are, that sort of thing?"

"A number of the earliest cases of the disease were moved from Ponyville to Canterlot. Their condition became like this after they arrived," Princess Luna explained, looking off into the barn absently, thinking. "You believe the change indicates a closer proximity to the source?"

Starswirl nodded with a thoughtful smile. "Its a start, at least."

3

The process of leaving the dream world was as easy as entering, at least for the Princess. Starswirl couldn't help but pity the old stallion lying before them as they came to their senses. He felt bad that they had to leave without aiding the poor creature, but in order to do so, they needed to find the source. The two left the hospital in silence, speaking only to arrange transport to Ponyville. Starswirl was thrilled at the idea of traveling in a royal carriage, while Luna was as indifferent as ever. It wasn't long before the carriage touched down on the outskirts of Ponyville, Luna requesting that they avoid arriving any closer to avoid making a scene. Almost immediately, the Princess of the Night made her way toward the Everfree Forest, much to Starswirl's displeasure.

"It seems everything bad happens in this place..." Starswirl murmured as he trotted after her.

"We do not know for sure that the disease originates here," Luna retorted, looking down at Starswirl. "But, we are inclined to agree. This accursed place is often the source of many problems."

Starswirl wanted to explain himself, but knowing the Princess as he did, decided against it. The two made their way into the forest, both well aware of the futility of such a search. With no magical presence, they had no way of knowing what region of the forest, if any, contained the source of the plague. Their theory about the severity of the illness in relation to the location had only given them a broad area to search-

"Princess...do you think you could send me back to the dream world?" Starswirl said suddenly, a plan clearly in mind.

"Nay. At least, not from here. The dream world exits in the mind of the afflicted. We need access to one of them if you wish to return there, and we cannot gurentee consistency of details between worlds," Luna explained with a frown. "The regions you roam in the dream world may be ones from the distant past, or even some uncertain future."

Starswirl nodded, staring absently at the ground as he thought. "We have to go back to Ponyville."

"You still wish to return? For what purpose, Starswirl of Canterlot?"

"If the sick ponies get worse the closer they get to the source, maybe there's a visual change in the dream world? That way, I can get closer to the source in the dream world, and tell you where it is for you to find in the real one."

After a moment's thought, the Princess nodded. "Our sister is right to place her trust in you. Let us make haste!"

The two galloped their way back to Ponyville, their journey short and uneventful. Luckily the idea had struck the unicorn before the two had ventured deep into the swamp. The Princess tried to make their arrival as low-key as possible, but as imposing as she was, this was not an easy feat. Claiming urgent royal business, Luna hurried Starswirl past the concerned residents of Ponyville toward a small farm house on the edge of town. Starswirl wasn't sure how the Princess knew one of the sick ponies lived there, but seeing her intimate knowledge of the situation before, it wasn't very surprising. As the Princess of the Night pounded on the door with a hoof, a middle aged mare opened the door to greet them.

"What is the meaning of-" The unicorn began, only to stop dead in her sentence as she recognized the towering form before her. "Pri-Princess Luna!" she stammered, bowing deeply. The mare stepped aside as the two hurried in, a small crowd forming not far away.

"Where is your son?" The Princess demanded, staring down at the mare.

"I-in the bedroom, sleeping. He is ill, ma'am," the mare explained with a frightened gulp.

"We need to see him. We might be able to help him," Starswirl said gently, trying to offset Luna's brash approach with a more understanding one. Hesitantly, the mare nodded, showing them to one of the back rooms where a young colt lay sleeping, trembling from some unseen terror. Without a word the Princess' horn began to glow, and soon everything faded to black around Starswirl. As his vision returned, he found himself still in Ponyville, though far from the house they were just inside. The haze seemed darker than he remembered, limiting his sight further. Using landmarks as best he could to find out which direction the Everfree Forest lied, Starswirl was about to head off when a scream broke the silence the dominated the village.

"HELP! Someone, please help me! Anyone!" a voice screamed as a small pony tore its way toward him, nearly knocking him over as it ducked behind him. It was the colt he had seen in the house, proper age and everything, though he seemed scared out of his mind. "Please, mister, make them go away! Please!"

"Make what go away?" Starswirl said, mostly to himself, as he looked around, trying to see something- anything -through the haze.

"The monsters! They are coming to get me again! I don't want to go back, please, not again!" the little colt cried, practically wrapping itself around his hoof.

Starswirl was about to speak when he realized the significance of what had just happened. "You...can understand me?"

The colt nodded frantically. "Yes, yes! Now make them go away!" This distressed Starswirl further. Clearly this was not a memory...

The unicorn was torn from his thoughts by a swirl of dark mist advancing toward them. It was as if the shadows around them had suddenly come alive, twisting into shapeless horrors with jagged, gaping maws. As they closed in around the two, Starswirl's horn began to glow brightly, becoming almost blinding as light was projected all around them, forcing both Starswirl and the colt to close their eyes. The response was immediate: the shadowy creatures hissed and shrieked as their bodies began to disintegrate in the brilliant light. It didn't take an archmage to tell what these fiends might be weak to, and Starswirl's assumption had paid off. But as soon as the light began to die, the dark horrors pulled themselves together and began advancing once again.

Focusing the conjured light into a concentrated beam, Starswirl struck at one of the creatures, causing it to disappear in a puff of smoke, but this time the fiend did not return. Although more permanent, the shadowy monsters were advancing from all sides, and Starswirl was struggling to keep the closest at bay. And as much as he struck them down, more seemed to emerge from the growing darkness surrounding them. The colt began to scream as one of the monstrosities that had escaped Starswirl's sight tugged on his leg, dragging the poor soul into the darkness.

"NO!" Starswirl screamed, eyes burning with determination as he blasted the area with intense light, carving a wound in the advancing darkness. To his horror, the colt was no where to be found. Another shape appeared behind him, this one an elongated face with what appeared to be a horn much like a unicorn on one side of its head and an antler on the other.

"This one...is mine...as they all will be...soon..." the shape whispered, as if it were right next to his ear, before disappearing in a puff of smoke, leaving a haunting, manic cackle in its place. Horrified and lost, Starswirl turned and charged through the gap he had created, concentrating his efforts on a sphere of light around his body. It was not powerful enough to clear much of the darkness that threatened to consume him, but it seemed to keep the horrors at bay, giving the unicorn room to move. Starswirl was sure he was heading straight toward the Everfree Forest...but with the confusion of the moment, he couldn't be sure.
Fighting through the darkness, Starswirl almost collided head first into a tree, marking the start of the Everfree Forest. Although he stopped for only a moment, one of the shadowy monsters lunged from the darkness, only to burst into a puff of smoke against the light that surrounded the unicorn. The strain on Starswirl increased as a result, and the light flickered as he ran further into the forest. The shadows around him intensified as he did, and the previously hesitant fiends were now openly hostile, throwing themselves to their demise in an attempt to stop the unicorn's advance. The trees around him seemed to grow in number, lining up with others in some sort of wall as he continued.

Suddenly the wall of trees veered off in another direction, sending Starswirl on a collision course with the ones ahead. Trusting his instincts, Starswirl made no move to divert his path, passing harmlessly through the trees, which dissolved before his eyes. A frustrated growl seemed to come from the forest itself, the trees gradually becoming normal again, though the shadows around him only continued to increase in volume and aggression. Soon he could only see a foot or two in front of himself, narrowly dodging the trees that appeared in his path. Without warning, the fiends chasing him dissolved into the darkness, lunging out of the darkness in front of him instead, giving him only a split second to react. Focusing all of his energy and concentration into his magic, the shield of light began to expand. The unicorn gasped as the entire forest seemed to light up in an instant as he collided with his unholy foes, forcing his eyes shut. The shadowy monstrosities howled as they dissolved in the blazing light, before it suddenly ceased all together, throwing Starswirl onto his side as the light died out.

Sliding across the muddy ground, the unicorn stopped at the base of a tree, panting heavily as he lay. Eyes opening, Starswirl found himself in an unfathomable darkness as black as the darkest recesses of the night sky. Any hope of seeing was futile; the stallion was practically blind. Gradually the sounds of hissing reached his ears, signaling the return of his gaustly foes. Gathering what remained of his strength, the unicorn's horn slowly began to glow, lighting the area a few feet around him. Looking around in horror, Starswirl found himself surrounded by innumerable shadow fiends, their gaping maws barely visible in the little light he had. Almost completely concealed in the darkness, on the very edge of his vision, was a statue. Half sunk into the mud, the statue was of a grotesque creature, one that seemed to be made of a variety of different animals.

As if in response to his discovery, the antlered head appeared once more, looming over Starswirl's tiny pocket of light. "You have succeeded...but now, you are mine..." the voice hissed in the darkness, the shadowy head's mouth unmoving. The unicorn's horn began to dim, the little light he had gradually fading until he was plunged into the darkness once more. The voice began to cackle again, Starswirl feeling the advance of his unseen foes, the air around him growing thin and cold...

A blinding blaze of light appeared overhead, revealing Starswirl curled against the tree, inches from the shapeless monstrosities that sought to consume him. In an instant, the horrible creatures burst into smoke, the light claiming them as it spread out over the forest. Starswirl covered his eyes with his hooves, the sudden shift in light almost blinding him. Lifting a hoof slightly to see, the stallion discovered that the light was not bright white like the kind he wielded earlier. Instead, it was a calm blue, the light of the moon and stars that loomed over the night sky magnified a thousandfold. Starswirl managed to lift his head, trying to look up at the source of the light, only to slip into darkness once more...

4

Starswirl awoke slowly, his head throbbing as he squinted in the morning light. He could feel the dry grass around him, relieved to be out of the forest. As his eyes slowly adjusted to the light, Starswirl looked around, finding himself in the royal garden, near the gigantic apple tree that had served as his meeting place with the Princess.

"You were out for quite a while, Starswirl."

The voice was calm and oddly comforting, though Starswirl still jumped at the sound. Now in a somewhat upright position, Starswirl looked around frantically, eventually spying a plain picnic table situated a short distance away. Seated on one side was none other than Princess Celestia herself, the magnificent ruler of Equestria sipping tea calmly as she watched him. Forcing himself out of a state of disbelief, Starswirl eventually got to his hooves and joined her, taking a seat opposite the brilliant white alicorn.

"Princess Luna-" he said suddenly after a few moments, remembering vaguely what he had last seen.

"Sends her apologies," Celestia concluded with a soft smile. "She is busy cleaning up that little problem you two worked so hard to sort out."

Starswirl nodded slowly, noticing a cup in front of him, prepared for him before he sat down. Lifting the cup with a dull glow of his horn, the unicorn sipped the tea slowly, trying to make sense of what had happened.

"The statue-"

"Is being taken care of. We have everything under control, Starswirl, I assure you. There is no need to worry," Celestia explained, still giving the battered unicorn a comforting smile. "You have done more than enough for us already. On behalf of Equestria, I thank you."

Starswirl couldn't help but feel a sense of pride at the statement. Confused as he was about the statue and what it had caused, he knew it was a problem of the past now. There were no more capable hooves in all of Equestria to look after it. Although, the scholar side of him was curious as to how they intended to prevent such a thing from happening again, but he decided against inquiry.

As Starswirl and the Princess began to chat about his research, the Princess of the Night was busy overseeing the extraction of the statue, which was shrouded in the dark glow of Luna's magic. "The statue is to be taken to the royal garden. We will oversee its delivery personally," the Princess boomed to the assembled royal guard, all of which worked to unearth the statue and load it into a nearby carriage.

Starswirl, after thanking Celestia for the tea, left the garden feeling invigorated. Soon all of the sick ponies would return to normal, and he would return to the mundane life of a scholar. For once, he was thankful for this....