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I used to wonder what nightmares could be …


A thunderous roaring of hooves and wild cheers shook the ancient stonework and columns of the starlit colosseum. The scene was alive, more alive than it had been in ages, perhaps in all the years and centuries since the first note was ever played in its heart. Everypony who was anypony was there, hollering and stamping with wild abandon as if to outdo each other. Their shouts and adulations were cast back and forth across the grand open space, where a regal figure was making her way towards the lonely player at the center of all the attention. Such was the din and clamor that the young princess of the moon, smiling brilliantly as she stopped and turned to lift a hoof at the audience, found it hard to make herself heard.

"We believe—" She stopped and waited a moment, but the riot of cheers continued unabated. Luna smiled at the crowd, then down at the lone unicorn who looked decidedly uncomfortable in her position next to the princess. "We believe We speak for everypony here tonight," the princess tried again, "when We proclaim that this young mare deserveth every praise for this, her heavenly new score, the most exquisite Nightmare Sonata!"

Her horn flared a light blue as she turned and presented a golden medal to the unicorn, accompanied by a new surge of cheers. "And We believe it to be no overstatement when We say, that no pony in the Arts could be more deserving of this honor that We hereby bestow upon thee." A bright light like a great star focused on the young mare next to the princess, and the hall grew silent in anticipation. "Miss Lyra Heartstrings, for thy monumental contributions to the Arts and the glory of our nation, We hereby present thee with the Grand Cross of the Equestrian Order of the Legion of Merit! Wear it with pride."

The princess held up the medal before placing it around Lyra's bowed head. The minty green unicorn looked up and turned to the crowd who waited expectantly for her to speak. She gazed out at the brilliant eyes around her. All the high and mighty ponies who adored her work and praised it as if it was the purest gold. Lyra held up the score of her work, the sheets of painstakingly composed notes, and pointed a hoof at it. "These pages," Lyra said and paused for a second, "are truly nothing but the purest—"

There was a silence as deep as the endless space between stars. Everypony waited for the profound philosophical outpourings of her heart that were sure to follow. Lyra crumpled the sheets and scrunched up her face in a silly expression, sticking out her tongue as far as it could go to the backdrop of dignified gasps and fainting ladies.


"And then they'd no doubt go right on and give me another medal for being 'so delightfully eccentric'," Lyra said in a silly upper-class voice and rolled her eyes.

"Feeling a tad melodramatic are we, dearest?" Bon Bon felt her way through the darkness, searching for the switch on the wall. She couldn't see a hoof in front of her, but somewhere in the pitch black basement she could hear Lyra's idle plucking of strings and faint scribblings on paper. The sound of Lyra's pen was practically iconic, and left no doubt whenever it tapped against the table that here was a mare deep in thought.

"It could happen," the unicorn said with an audible shrug and plucked the instrument in a dissonant chord as Bon Bon found the switch. "I would prefer darkness, Bon Bon. I'm trying to get in the right mood here," Lyra added, adjusting herself a little where she sat.

Bon Bon scowled at the darkness and her stubborn marefriend hidden somewhere in it. "What mood? Brooding in the dark because," Bon Bon made a fake dramatic gasp and—though Lyra couldn't see it—threw her hooves in the air, "le gasp, somepony might actually like your work? How very awful!"

"Oh wow, you got me there," Lyra said, the sarcasm dripping. There was the sound of her pen tapping thoughtfully against wood, a little more shuffling about, then the scribbling resumed. "But for your information I'm having a serious crisis here. It's all wrong, Bon Bon."

"Crisis or no crisis," Bon Bon said with a tired voice, "I am not talking to you in the dark, Lyra." She reached for the switch and flipped it over.

Lyra groaned and closed her eyes as the light came on and lit up the small cluttered basement. The minty unicorn lay sprawled on her couch with her lyre in her hoof. Both were old favorites of hers. Bon Bon tried to recall how many times she had resolved to throw out the couch now. It was getting difficult to keep count. The table in front of Lyra had a pile of scattered papers on it, scribbled all over and mixed in with half-empty bags of assorted sweets and candy. Some of the bags also had random scribbles on them.

"So what's the matter?" Bon Bon crossed the room and sat down in front of Lyra, the small table standing between them. "Afraid of success? Is that it?"

Lyra grimaced, her eyes hurting as she slowly inched them apart again. "No, I'm not afraid of success. I'm worried it will be undeserved, that my work will be appreciated for all the wrong reasons. I can just picture it now, the reviews." Lyra sighed bitterly. "They'll read like a textbook on music theory and talk about how clever it all is." She threw a crumpled piece of over-scribbled paper across the table at Bon Bon. "And they'll all miss the point."

Bon Bon picked up the paper and inspected the wild, anarchic writings that Lyra liked to characterize as passionate rather than simply sloppy. "Your music sounds lovely to me," she tried helpfully. "Always makes me smile."

Lyra threw out her hooves, nearly hitting her pen and sending it flying. "Yes, it's beautiful! It's perfect! Technically beyond reproach, I'm sure. I bet every critic in Canterlot would shower it in lily-scented words and rave on and on about my intellectual depth and technical command of the Art. They'd love it, while I … I would hate it, Bon Bon. Hate it!"

"You don't think that's a little far fetched, just maybe? I adore your music but critics are generally, you know, critical. They're very good at it too. It's a special talent they possess to see the bad in everything they ever look at."

"Oh, I don't know," Lyra muttered under her breath and made a dismissive gesture. "There was that yodeling pegasus." She scoffed. "I do believe 'delightfully eccentric' were their exact words. You know, I could write a kazoo symphony and they'd applaud it too."

Bon Bon made a little "Ah" sound. "This is all about your friend Octavia, isn't it?"

"She ruined that piece," Lyra said gloomily. She had worked so hard for Octavia. It had been a creation of transcendent beauty. And then the cellist had gone and changed it. "She might as well have ripped my heart out and fed it to the dogs. Friends don't do that sort of thing."

"Friends also forgive. I'm sure she meant well, Lyra. She did thank you in her speech."

"Yes … yes she did." Lyra plucked the strings moodily. That was the whole damn point. "But this is not about Octavia," she said quickly. It made her sad to think of Octavia and how they hadn't seen each other since. "My tune has technical merit, but it lacks … something, something," Lyra repeated thoughtfully, tapping her pen on the table and plucking a few successive strings. "A life, a soul. Something, you know."

"This is the piece you're composing for Princess Luna's anniversary next week? I thought you were really excited about it. You certainly sounded excited a few days ago." She picked up another piece of paper and read it. "The Nightmare Sonata?"

"I was." Lyra nodded, scratched out some scribbles and added a few more in the margin. "But you never know where that early excitement ends. Want a lemon drop?" She popped a pair of lemony sweets in her mouth and continued, pushing the bag of candy across the table to Bon Bon. "I thought coming down here and turning off the lights would help me get in the right mood. I have this idea I want to express, to show the beauty and force of the night and all that dwell within it. I don't know how to express it, but that's what I want, not simply produce a few pleasing notes."

"You think nightmares are a good theme then?" Bon Bon picked up a single lemon drop between her teeth and sucked on it, considering Lyra curiously. "I mean, the princess—" She didn't know quite how to voice it. After a few moments of trying, she switched track a little. "And, well, nightmares are disturbing. I can't imagine what you'd want to express other than fear."

"I don't know either. I feel like I have these wispy visions of an idea, where I can just about grasp it, but then it slips out of my hooves and I can't pin it down or contain it all at once," Lyra said uncertainly. "I suppose I wish to show that strange and wondrous beauty which is hidden from sight, which is looked past and ignored. I think the princess will appreciate such a notion. But," she threw out her hooves again in a gesture of defeat as she looked up at Bon Bon, "I'm blank. I don't know exactly how to express it, or even what it is that I want to express. And I can't seem to find the right inspiration to lead me to it."

"No inspiration? I suppose it didn't help sitting down here in the dark then?" the creamy earth pony said as she sucked on the zesty candy, pondering as Lyra shook her head. "You must have had some nightmares in mind when you began. Something really disturbing from your foalhood, perhaps? Maybe if you describe them I could help you out."

"See, I'm afraid that's the snag here. I don't have any nightmares. I don't remember ever having a single one. I've been trying to imagine some, and about the best I've been able to come up with is what I just described about everypony loving my piece of—" She stuck out her tongue. "It's not been very helpful, to tell you the truth."

Bon Bon raised an eyebrow. "You've never had a nightmare?" She considered the other mare skeptically. She'd known Lyra for a long time, very closely too. But then the unicorn had always had a way of surprising her, even when she thought there could be no more surprises left.

"That's what I said." Lyra shrugged and returned her attention to her instrument, adjusting herself and the lyre a little into a more comfortable position. "How can I find the beauty and soul in a nightmare when I have none? How can I instill a feeling in others that I don't know myself? That I don't even know how to describe or define in my own mind?"

"I don't know, but if you eat your way through all this candy right before bed you're sure to have one, take it from me," Bon Bon said jokingly. Seeing Lyra's eyes sparkle with that certain light of bright ideas, the earth pony quickly moved to disarm it. "Oh no! I won't be stuffing my saddlebags with sweets tomorrow at the candy convention just so you can gorge yourself on it and have nightmares. You should eat some of the delicious apples I got you instead."

"Aww, not even one of the little saddlebags?"

"Not even half a saddlebag." Bon Bon crossed her hooves in that certain way that said it wasn't worth arguing about it. End of discussion, exclamation point!

"Now you're just being mean." Lyra moped, when a thought seemed to strike her. "Maybe I could get some inspiration from others. How about you? Tell me your worst nightmare!"

Bon Bon edged in on the couch next to Lyra and gave her a nuzzle. "Well, if it might help you … I had this one nightmare once, about you." Lyra perked up interestedly as Bon Bon tried to recall the dream. "I dreamed that I came home one night and you were gone, but there was a Lyra, it just wasn't you. She looked like you, but I just knew it wasn't you because she never smiled in that special way you do. Some … thing had taken you away from me and left a sad little mare in your place. I never told you because when I woke up and saw you sleeping next to me, with a big smile on your face, it all seemed so silly." Bon Bon leaned over and kissed Lyra.

"Aww …" Lyra returned the kiss. "That's kinda sweet." She paused, lost in a new thought. "So, did you ever find out what it was that had replaced me?"

Bon Bon shook her head. "Not that I remember."

"That's too bad," Lyra said, disappointed. She sat for a moment in silence, then returned her attention to her lyre with a sudden glint in her eyes.

Bon Bon recognized the old look of inspiration and smiled as she got up, trotting back up the stairs to the candy shop. "Don't sit down here all weekend, dear."

Lyra nodded to herself without hearing. She tapped the pen against her lips with a focused stare, directed at some dot on the wall. After a moment she looked up and called back. "Not even a quarter saddlebag?"


A long sigh crept through the darkness. There was a long silence, then a moan, a restless shuffling about and stumbling over things to the accompaniment of muttered curses. Another moment of silence, then a pale light lit up Lyra's frowning face, casting it in strange shadows as she stomped across the basement to the stairs. Outside the sun had begun to set, and she hadn't gotten a single note worked out to her satisfaction. She thought Bon Bon's nightmare had given her an idea. There had been that brief moment where she thought the idea was materializing and taking form in her mind, that she was finally getting the right picture, but then it had slipped away just as quickly again. She needed a break, and some more inspiration!

Lyra walked out the back door and closed it behind her, wandering off down the streets towards the big hollow tree on the outskirts of Ponyville. Twilight was always good for a visit, and her old friend was sure to have a book or two for her. There was no doubt about that.

The windows of the library were dark. This didn't deter Lyra, who knew Twilight far too well to suspect that the bookworm should be sleeping already. She left the front door to itself and made her way around the base of the tree, craning her neck to look up at the windows and balconies higher up. She stopped underneath the big balcony and picked up a small stone, weighing it in her magic before lopping it over the railing at the window.

There was a soft thud and a much louder "Ow!"

Lyra winced and grinned sheepishly as a grumpy Twilight peeked over the edge of the balcony, rubbing her nose. "Lyra! Don't you know how to knock on the door like other ponies?!"

"Sorry, Twi! Got your attention though, didn't I?"

Twilight groaned. Never any arguing with that logic. "Yes. What did you want?"

"I need some books. Scary books."

"Alright, alright. Just a moment," Twilight said and vanished from sight. Lyra trotted happily back to the front door and waited, swaying back and forth on her hooves. A moment later it opened, and Twilight stepped aside to let her in. "Alright, so you need to be a little more specific."

Lyra skipped along the rows of books inside, eagerly pulling out random titles as she explained her predicament to a frustrated Twilight following behind and trying to keep the books from switching places. "So I need some scary books to give me the right inspiration."

"Well," Twilight said, giving Lyra a dash over the hoof and putting the last book back in its proper place on the shelves. "I do have a selection of horror stories, both classics and modern examples. But …" She trotted over to another shelf and considered the backs of the books. "I always said the scariest tales come straight from real history, not from any fiction. I have many excellent books on Equestrian history that I think you'll find deeply inspiring."

Lyra stuck out her tongue in a disapproving grimace. "History? Didn't we have enough of that back in Canterlot, Twi?" Lyra could still hear old Professor "Horace Shubert Hoofington the Third's" creaky voice as he marched them down through the ages of Equestrian history into pre-Equestrian history, where Lyra got the feeling he had spent his own fondly remembered foalhood. Yes, poor old Horseshoe Hoof always was the best remedy for sleeplessness.

That being said, old Hoofington had been one of the more sociable of lecturers at the school: A quietly pleasant old stallion who liked to offer a drink at the end of the day, and whose yearly dinner party for his students Lyra remembered fondly. It had been at one of those events that she first met Octavia, a student of his from two years before. They had become friends almost immediately. A painful twitch crossed her face at the unbidden memory. She stuffed it quickly back in its black closet and returned her attention to Twilight and the matter at hoof. "I need help getting a nightmare, not falling asleep. I hardly think a history lesson is the right treatment here."

Twilight picked out a book and turned to Lyra with a grin. "Willing to bet? Dark Pages was a great writer and true front-line historian, a one of a kind. I think you'll find her personal accounts from the War of the Everfree quite chilling," Twilight said brightly.

Lyra gave the book a skeptical eye as she took it out of Twilight's grasp. "You better be right, or I'll haunt your sleep with lectures in music theory." One of the few areas Twilight had never mastered back when they had classes together. The lavender unicorn had dropped the music classes soon enough. Lyra never even knew why she was taking them in the first place.

"Oh, I'm quite sure," Twilight said assuredly, nodding her head.

Lyra tugged the book away and considered the clock ticking away on the wall. She was starting to get a little pressed for time, with her failure so far to produce anything even halfway decent and the anniversary only days away. But if she had to get out of the house again because she didn't get enough inspiration the first time, then it would be an even greater waste of her time. "I don't suppose you have any to share? Nightmares, that is."

"Nightmares?" Twilight said, absentmindedly going over the rows of books. She pulled out one and paused with her hoof on her cheek. "Well, when I first moved in at the castle and began my studies with Princess Celestia, I had a lot of nightmares. It was a very intimidating experience. The royal library was such a big place, and there were so many expectations. I'd dream of getting lost in there with all the bookcases looming over me and nopony there to find me. I would wander around among the books for ages, never to be found again. As I went further in, more and more of the books were empty, as if something had stolen all the words. And there was always this dark, looming presence stalking me. Always there while I was reading, but never when I looked around."

"Even in your dreams you read books?" Lyra said, disbelieving. "You really are an egghead."

"Even in your dreams you play music, don't you?"

"Touché." Lyra pondered the nightmare. It made her curious, as if there was so much more under the surface. "Do you remember anything more? Maybe what was following you?"

Twilight shook her head and smiled. "I'm afraid I never saw it. All just a manifestation of my fears of disappointing the princess, no doubt. To tell the truth, Pinkie Pie has been giving me most of my nightmares since I moved to Ponyville. Most of my dreams, in fact. They're always the strangest things. That pony is everywhere, including inside my head, these days."

Lyra nodded, disappointed. "Thanks, Twi."


It was indeed a truth that Pinkie Pie was everywhere. Lyra had to concede this, as presently the pink pony was pouncing down upon her like a puma upon Daring Do. She had gotten almost a full street from the library before it happened. The puma looked at her with hungry eyes and a wicked smile big enough to swallow a pony's head. "Boo!" Pinkie blinked her eyes and flashed her grin expectantly. "Spooked ya, did I? Did I? Huh? Huh?"

Lyra blinked a little, then calmly pushed the other pony out of the way. "Not really," she said as she stood up and picked the book out of a nearby bush, while wondering how much time she had got. "Was I supposed to be?"

Pinkie's smile instantly deflated a little. "Aww!" She scraped the ground, then lightened up again just as quickly. "Oh hey! I didn't see you at the Sugarcube Corner today, and then I heard about your problem and I thought what are friends for? So I came to help you catch one of them mares!" Lyra dusted off the book and gave Pinkie a look as the pink pony rambled on. "Nightmares, of course. Well, not Nightmare, Twilight says she's gone too and won't be coming back, but a nightmare, or possibly two. Do you think maybe two are better? More is always better and Rainbow Dash is just the mare for you!"

An eyebrow was quirked curiously. "Rainbow Dash?" Pinkie's train of thought was hard to follow on the best of days, and this one had the suggestion of being a particularly tricky one.

"Oh, you don't know her do you? Well she's called Rainbow Dash … because she's got a rainbow mane, don't you think? Best flier I ever seen, likes cider a lot, they say you shouldn't drink too much of that when flying maybe that's why she never gets any." Pinkie happily began rambling off an incoherent description of the rainbow-maned pegasus. "Her tail is rainbow colored too of course, why it'd look silly if it wasn't, can you imagine that?" Pinkie chortled at the picture no doubt forming in her mind.

"Pinkie—" Lyra tried impatiently. She didn't have time for this sort of thing.

"But her coat is blue like the sky, it's very pretty, ooh and she's from Cloudsdale have you ever been to Cloudsdale? I think she really likes Fluttershy too, you ever thought about that? Gotta be something there, what do you call it? Kemi … chemi … chimi cherry? Cherry changa?" The train crashed down the hillside with all passengers screaming, and Pinkie's eyes went vacant.

"Pinkie!" Lyra snapped her hoof in front of Pinkie's eyes. How she did such a thing was a well guarded secret.

Pinkie blinked and quickly recovered her smile. "Hiya Lyra! What were we talking about?"

"What have Rainbow Dash got to do with my lack of nightmares?" Lyra asked, hoping the directness could keep the other pony on track long enough.

"Oh, silly me! I completely forgot didn't I?" Pinkie giggled. "Rainbow Dash has the biggest collection of horror films I've ever seen. Biggest in all of Ponyville." She nodded sagely and stretched out her hooves very far to show just how big. "Maybe she can help you."

"Oh," Lyra said with a tone of pleasant surprise. "Thanks, Pinkie. That's a great idea." And only a little time wasted on the pink pony.

"No problemo, sister! Pinkie's here to help!"

Lyra turned and trotted along the street, then stopped and looked back once more at the pink pony. "By the way, Pinkie?"


Lyra wondered if she dared ask or if she should just canter on while she had the chance. She decided to go for it. She didn't have much material as it were. "What's your worst nightmare?"

Pinkie trotted up to her and looked her squarely in the eyes with the most serious face Lyra had ever seen on that pony. "Clowns," Pinkie said with a voice like gravel.

Lyra nodded, then paused and raised an eyebrow. "Clowns?" Figured Pinkie would find the most silly, comical thing in the whole damn world worthy of nightmares.

"Evil clowns," Pinkie said in a spooky voice, as if the added adjective explained everything. When Lyra didn't look any more enlightened, she continued. "Clowns are supposed to be happy and funny and make little fillies and colts laugh and smile. When they aren't like that they're scary. Really, really scary. Like the most scary thing ever!"

"Right …" Lyra turned that over in her mind, imagining a cranky old clown sitting in a rocking chair. It wasn't particularly nightmare worthy in her mind. She wondered if she could possibly extract more sense out of the earth pony but figured that was likely pushing it. "Thanks again."

Pinkie brightened back up in an instant. "Have a good night! Or, um, have a bad night?"

Lyra shook her head as she hurried up and left the pink pony to figure it out for herself. That should keep her occupied for a while at least.


Rainbow Dash—there could be no doubt about that—was standing on a large raincloud in the middle of a field a little outside of Ponyville, staring up at the sky with one hoof, wearing a watch, lifted in front of her. The pegasus didn't seem to notice as the cloud began to descend gently towards the ground and a minty green unicorn crawled aboard.

Lyra trotted up beside her and turned her eyes skywards. Nothing but clouds as far as she could see, great blotches of white and gray drifting by lazily far above. After a while she turned and looked at Dash, who still had her eyes fixed on the sky. Lyra hummed a little and returned to staring at clouds. "That one kinda looks like my aunt—"

Rainbow Dash jumped and flapped her wings wildly. "AH!"

A few loose feathers flew about in the wind. One landed on Lyra's nose. She blew a little and watched it fly off in the wind. "—if you squint your eyes a little bit and turn your head sideways, that is," she said and did just that.

"Don't do that!" The pegasus landed again and looked indignantly at the unicorn.

"What, turn my head sideways?"

"No, you sca—I mean," Rainbow Dash corrected herself and straightened up proudly, "I was trying to concentrate, you know. It's rude to interrupt like that."

"Oh, sorry," Lyra said, eyes still squinted at the clouds.

"Knowing the wind speeds and conditions in the upper atmosphere is critical to my performance! I got this new trick you see, and it's very important that …"


"… I get …" Rainbow Dash blinked and looked at her. "… the details …" She blinked again. "Wait, you're standing on my cloud? How are you … you're not a pegasus!"

"I know a spell. It's cool," she said, finally breaking free of the sky and waving a hoof at Rainbow Dash. Her horn sparkled a little and gave off a faint humming tune. "See?"

"Oh!" The pegasus scratched her head. "I guess that explains it. I thought Twilight was the only pony around here who knew that kind of magic."

"We studied together for a while. Learned a few tricks from each other. Anyway, if you don't mind, I'm in a bit of a hurry here."

Rainbow Dash looked at her watch, then up at the sky and sighed, muttering something. "Right, so you're one of Twilight's friends? Did you actually want something?"

Lyra flashed a smile at the pegasus and offered her a spirited hoofshake. "Lyra, and yes, but actually Pinkie Pie sent me. She said you had some scary films," Lyra said. "I need something to give me some real good nightmares. For inspiration, you see."

Rainbow Dash brightened up and gave her a wicked grin. "Oh you do, do you? Well," she wrapped a hoof around Lyra's shoulders and pointed a hoof across the field, "you've come to the right pony!" The rainbow mare jumped off the cloud and began pushing it across the field towards the big cloud mansion outside Ponyville, excitedly chatting on as she led the way. "I've been trying to get other ponies to watch them with me, but most of them are such scaredy-pants. Still haven't gotten Fluttershy to watch one, but one day I'll get her hooked for sure. Mark my word."

They stopped outside the mansion and jumped off. Dash opened the door and gestured for her to enter. "Allow me to be the first to welcome you to el Castillo de la Dash!"

"I didn't know you could speak Sponish." Lyra trotted through the door and looked around curiously at the elegantly designed and fashionably decorated interior.

"Are you kidding me? All the old families of Cloudsdale still speak the Imperial tongue," the pegasus said with some pride, "but most of my friends only speak Equestrian." She led her through the small foyer into a room clearly designed for viewing the numerous film reels which were stacked on shelves all along the walls. A number of large comfy pillows of cloudstuff were placed centrally with a projector behind them and a large white screen on the wall in front. Lyra took it all in as Dash proudly gestured at the room, clearly the pegasus' pride. One of her many prides.

"Impressive," the unicorn said appreciatively.


"And they're all scary movies?"

"Oh no, but a lot of them. The rest are flight recordings. You know, from Wonderbolts performances and such. There are some great tricks in there. Real classic moves."

"Of course." Lyra nodded and pulled out a reel, squinting her eyes at the label. "Manehattan after Midnight?" Manehattan … Lyra had only been there once. That was where Octavia had crushed her heart with her adulterated composition. It had received great reviews, and the cellist had gone on to a great career. Meanwhile Lyra had been left trying to recreate that perfection, and failing. None of her later compositions had that magic spark, that special something which had made that one so touching. Octavia had ruined it, and Lyra had sworn never to speak to her again. Lyra shoved the film reel back on the shelf and tried to forget.

Rainbow Dash was too preoccupied to notice her frown. "Classic, that one. But if you want nightmares I've got just the thing." She trotted over to the opposite wall and ran her hoof along the rows of film reels. "You're with whatshername … Bon Bon, right? I think I remember you now, or did I get it wrong?"

"That's right," Lyra said fondly, banishing the bad memory. Bon Bon always cheered her up.

Dash grinned and pulled out a film. "Then I believe this will speak to you," she said and held up the reel so Lyra could see the label. "Candymare!"

"Oh?" Lyra grinned and picked it up. Now, that sounded more like it.

"It'll freak you out, I almost guarantee it. Hey, wanna watch it together? There's room for more on the pillows and I never get anypony to watch these with anyway." Dash looked at her hopefully.

Lyra considered the offer. "I'd love to, but I figure I should watch it alone, in the dark. For maximum effect. I want to be sure of getting a nightmare."

"Hardcore!" Dash smirked and held up a hoof. Lyra gave it a spirited bump with her own. "Too bad, though. But hay, if it works for you you can always come back. I've got plenty more we can watch together if you ever decide to drop by."

"I'll consider it. Oh …" Lyra considered the film reel. "Could I borrow your projector? We don't have one of our own." Not many ponies in Ponyville did.

"Uh …" Rainbow Dash looked uncertainly at the expensive piece of equipment. "I guess you could, for one night, but then you have to promise you'll watch a movie with me another night."

"Alright, but then you have to tell me your worst nightmare, too, and it's a deal," Lyra countered, enjoying the bantering.

Dash flashed the smile of a born haggler. "Two movies, and I'll tell you."

"Two, alright. I promise. But they better be good ones."

"Hah, don't you worry!" The pegasus began disassembling the projector, putting it in a large suitcase. "My worst nightmare? I'm not easily spooked you know." She obviously felt the need to assure Lyra of that, lest the unicorn should get any wrong ideas. "But I have this recurring nightmare of something hunting me in the night, and I try to fly but my wings move all slow, like … like the air is made of syrup or something. And I just hang there and flap my wings uselessly while the thing gets closer and closer. And then I wake up when it's right behind me."

"You ever saw it? What it was, I mean?" Lyra asked hopefully. She felt like there had to be more behind all these dreams. It couldn't be the whole story.

"Sorry, no. I always wake up just before I see it."


Lyra plopped down into her favorite spot on the couch in the basement. She looked around to make sure everything was set—books, films, projector and screen, candy, lots of candy, paper, pen—and nodded in satisfaction as she picked up her old familiar instrument and produced a few idle notes. With a smile she rubbed her hooves together and said out loud to the room, "Alright! Carpe Incubus! Come at me, ye horrors of the night!" Time to seize that nightmare by the horns—did nightmares have horns?—by the ears then, and make it swing her way!

She flipped the switch and the darkness swallowed her up, except for a tiny point of pale light at the tip her horn which cast dancing shadows on everything. Perfection! "Alright, Twilight, let's see what you've got for me," the unicorn whispered and regarded the little unassuming book. She could appreciate that Twilight hadn't given her a massive back breaking brick of densely written arcana. She flipped the book open and skipped the first few pages, read a little, then skipped a little more to get to the meat of things.

" 'A pony is forever free who follows his heart, not the tails and tongues of others!' My first memories are of my father's last defiant words before they dragged him out into the cold. I never saw him, or the home of my childhood again. The war had only just begun, and we were on the run. I didn't understand it then, but to some the freedom that we had was never enough. They wanted power and autonomy. Freedom from the crown they called it in so many grand words, and far too many followed tail out of fright. Those who didn't found that freedom and choice had a price."

"Farms and fields were set to the torch, lighting up the night sky in a great line from north to south. Starve the crown, force the princess to give in to demands, this was the plan. Those who didn't give up their lands for the cause were driven off or worse. I remember watching the red glow behind us as we fled towards the city, and I remember as the smoke and soot rose into the air to blacken the day. But most of all I remember the fear right before the capture."

"The months I spent as a captive, holed up in the gloomy cavern, were the darkest of my life. But they say there is light in the dark, and it was in the gloom there that I met my later love, a young minstrel from the south. As we listened to the chilling howls outside, he told me the old tales of the wild hunt of the headless horse, the haunting spirit of fear and dread omens. The rebels were crumbling now, but what their blind ambition had brought with it now roamed the land instead."

Lyra had to give it to Twilight, Dark Pages made the story of the Everfree—or at least this particular bit of a rather expansive history—sound much more compelling than poor old Horseshoe Hoof in history class. Her words made it come alive and pulled Lyra in, but still she felt something was missing. She finished the little book and let the glow from her horn fade as she sat for a while, staring into the pitch black darkness while playing a piece of her so far failed score. It definitely wasn't working yet. There was something here, she could tell, but still it eluded her.

With a hopeful sigh she flicked the switch on the projector and leaned back with a bag of sweets as light poured out upon the great white screen. Black and white images flickered across her vision. Looked good so far.

"The other pony looked at her. 'You sure you wanna know the story?' he asked one more time. She nodded. The pony looked over his shoulder and began reluctantly retelling the old tale. 'It is said that she was a humble maker of candy and sweets in a little town, until she fell in love with a noble prince from the city. She would make him the sweetest candy and his heart melted like sugar in the rain.' He hesitated again. 'They snuck out together night after night, but it was not long before whispers spread and word of their romantic escapades reached the family of the prince. His family did not approve, you might have guessed, and when they found the poor mare, they had her dipped in honey and tied between her own beehives. "Candymare," they mocked her. They say if you speak her name five times into the mirror, the Candymare returns to take her revenge,' he said ominously. 'A revenge as sweet as her candy!' "

Lyra smiled. It was a silly movie, but it wasn't bad. It had a certain silly charm and romance, but it didn't seem all that scary. She rather looked forward to an evening with Rainbow Dash and a couple of these. It would be fun, maybe she could even convince Bon Bon to join them. "My little Candymare, and I your forbidden princess from the big city." She chuckled softly, remembering the earth pony fondly as she crunched a piece of candy she had been sucking on for a while.

Faint lights and long shadows played on the wall as she sat in silent darkness and tried to think of scary things. Of monsters of the dark, and old urban legends come back to stalk you. It wasn't working. She sighed and got up, trotting by the light of her horn up to the small narrow window near the ceiling. Carefully she pulled the heavy curtains apart. It was night outside, but the moon and stars lit up the sleepy village, a calm white light on the other side of the glass.

Lyra's horn brightened until she couldn't see through the black glass. Her weary eyes peered back at her in the window. "Candymare," she began with a snicker.



"Candymare …"

She looked into the eyes of her mirror as if to say, "Afraid yet, old chum?" She licked her lips and said instead, "Candymare!" Silence, as expected, greeted her. She looked around the room in the flickering light. Nothing happened. She shrugged. "Maybe she prefers a little darkness," Lyra thought and let her light die out.

She stood with her back to the room, eyes on the sky and the stars above. Her gaze settled on a bright blue star as she let out a sigh. "I don't know if you can hear me. I suppose not." She felt a little silly standing there, talking to a star. It was long since she had been a little filly listening to old pony tales, but a thing or two had changed in that time. "I wanted to create something beautiful and moving for you, something worthy of your night and its dreams. But I don't know how. Please, if you will but let me know a true nightmare. That is all I wish."

Lyra watched the star and the night outside for a time, then sighed and returned to the couch. She picked up the lyre and the pen and lay thoughtfully staring up into the ceiling, plucking the strings while tapping the pen against the table until her eyes grew heavy and closed.

Out among the vast expanse of stars a tiny cyan eye smiled down upon her and winked with a brief mischievous flicker.


Lyra trotted the last few feet above the crest of the hill and looked up at the moon. It seemed to smile down at her in a way that wasn't quite right. She gave it a smile back and sat her lyre down in the soft grass under the stars. The unicorn took a long breath and listened on the soft breeze. Not a sound was heard. The night was silent. She sat down next to the lyre and closed her eyes, letting her magic feel along the strings of the instrument.

The melody played softly, eerily, and grew softer with each note as if the night air carried the very notes away with it. Lyra opened her eyes and looked around the little hilltop. Old trees with whispering leaves gathered around it. The strings merely vibrated now but produced no sound. "Someone's stealing my notes, how curious," she thought as she played along. "Will they come out?"

A few leaves rustled. A twang of a string sounded somewhere in the dark, dissonant and false. Lyra listened as she played her soundless tunes. More strings began playing a strange, playful melody running between the trees. Lyra's eyes followed it around the hilltop. "Someone's playing with my notes," she mused.

Somewhere a young voice chuckled, the sound fading away into oblivion, replaced by a change in melody. Foals giggled as the tune turned darker, drawn out and trembling. A cold breath touched her neck and made her shiver as she turned her head slowly and looked into the darkness. "They're playing," she thought. "I think they like my tunes."

Lyra smiled and closed her eyes. She didn't want to scare them away. They were probably just shy. "I'll give them time, let them come to me," she thought. Notes danced and jumped around her, and a young voice whispered in her ear, a silly rhyme.

Teary, weary,

Sweetest deary!



Growing dimmer!


Rumble, Always


And then —

then we forget,

forget the rest!

Something brushed against her cheek, a bleak caress. The lyre began playing aloud next to her, and something heavy settled down beside her. But it felt quite as if it might have been sitting on her chest. Lyra breathed long and deep as she played on, her own tune taking over. The night was listening now. Lyra opened her eyes slowly.

It was heavy. It was not so much its size as its sheer mass, distorting space around where it sat. It sat there with its front flippers in its lap on the other side, hunched over, neck low, the lyre between them. Its large, sad eyes regarded her with the curiosity with which a foal regards the world. It had massive horns like a giant ram, curling heavily behind its flat head. A maw like that of the strange deep-sea fish she had read about, with many rows of needle sharp teeth. The body of a shaved pony with the shaggy mane of a dog, cloven hooves on its hind legs and large, clawed flippers on its front legs. When it breathed it was like a cold wind from another world.

Lyra stopped playing and smiled at her night time visitor on the little hill under the strange moon. "Hello," she said, holding out a hoof in friendly greeting.

The nightmare sniffed the hoof cautiously, then reached out a flipper to give it a little interested shake. When it spoke it was like a bubbling creak of little voices, a distant cacophony of giggling brooks. Yet its face remained sad and shy.

Tweety, tweety,

Dearest Sweetie.

It tweeted. Lyra looked at it in wide-eyed wonder. She had never seen a fish tweet before. It made her chuckle and brought out what could seem like a smile to the creature's face.


Lyra waited. When she realized no rhymes for that were forthcoming, she blushed. "You don't have any friends?" She didn't know why she thought it didn't, it simply crossed her mind randomly. The big brute hung its massive head.

Hairy, scary

Oh so wary.

Lyra gave it a pat on the shoulder and brushed its shaggy mane. "We can be friends." She smiled and it smiled back in the strangest smile Lyra had seen. It didn't look scary, it looked silly. She studied it as it picked up the lyre and regarded it with foal-like wonder. "You like to play? Music?" With a pair of claws it plucked a string. The tone echoed in the stillness of the night.

A second and a third strings sounded their notes in a shimmering glow. Lyra looked up at the night-beast, her horn glowing as she felt the strings in her mind. Its eyes sparkled as it held out the instrument to her, like it was a precious and fragile thing. The tones faded away into night, then sounded again, elsewhere, mimicked by the night.

The echoes dragged out, becoming longer, like a bow dragged slowly across strings. Lyra sat in the still night air for a time, feeling a tear run down her cheek as the last note faded away. For a moment it had reminded her of another. She plucked the strings again and listened as the tones were carried away, changed and echoed back. Not stolen, not changed out of disrespect but in imitation and admiration. She had been such a foal. A stupid, inexcusable foal.

She looked at the nightmare beside her. Its deep purple eyes suddenly reminded her of somepony, of a young filly looking up to a friend. She smiled and rose to her hooves. "Want to play with me?" The creature nodded its big head and watched her. Lyra brightened and picked up her lyre. As she closed her eyes and began playing slowly, the nightmare simply sat and watched her. Lyra swayed slightly to the rhythm. Here and there tones repeated, as if the stars and every leaf were mimicking. The tune changed, from slow and haunting to bubbling, joyful and distant.

Lyra smiled, eyes closed, swaying and dancing lightly in the wind.


Octavia yawned and rubbed an eye as she opened the door. The sun had only barely peeked above the horizon. "Yes?" she said, and blinked. A minty unicorn was standing on the steps outside her small Canterlot mansion, looking like she had just raced across the sky to get there before the sun. Octavia glanced over the unicorn's shoulder at the small raincloud parked on the street with a very tired rainbow pegasus lounging on top. "Lyra? What—"

"I came to say that I am really, really sorry," Lyra said, looking up at Octavia. "Can you forgive me for being such a terrible friend?"

"Of course." Octavia looked shocked. "I'm sorry that I offended you, Lyra. It's been eating away at me ever since. I really hoped you would like my changes, you know."

"I know. I was a foal," Lyra said.

"Won't you come in?"

"I'd love to," Lyra said and stepped inside.

Octavia looked at the raincloud outside. "Your friend is welcome too, if she likes."

"I don't have the heart to wake her again. It's a long way from Ponyville and I kinda owe her big time for this." Lyra followed Octavia into the living room. "Look, this may be sudden, and I understand if you have your own plans, but … I'm working on a piece for the anniversary in a few days and … It would mean a lot to me if you would play it with me, together."

Octavia smiled and lay a hoof on Lyra's shoulder. "It would be an honor."


… until you all shared its music with me.
[Normal][Mild Shipping]
Lyra never had a nightmare in her life, so why did she ever decide to compose a piece embodying the spirit of the night terror in honor of Princess Luna? More importantly, how will she find a nightmare to help her?

Also on


I'm going through some of my old short-story ideas. I felt a lot like Lyra in this story while writing, no clue how to express what I wanted to express with this story. Hope it turned out alright.

A beautifully fitting image

by :iconzephrysdaemon:
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fotland42 Featured By Owner Jun 9, 2013
"Carpe Incubus!"
Did you mess up the Latin? Google says "incubus" is not a Latin word, it doesn't make sense for Lyra to be referring to demons that come to mares in the night and get them pregnant with demon foals, and it makes even less sense for her to be talking about the band. The best guess I found is that you were going for "tantibus," which means "nightmare."
Or perhaps Lyra is just not nearly as good at Latin as she thinks? She doesn't really strike me as the type, though.

That was a lovely story, with a lovely resolution. I should very much like to hear Lyra's Nightmare Sonata, if only there were somebody who could do a proper job of writing it.
adcoon Featured By Owner Jun 10, 2013  Hobbyist General Artist
Glad you liked it :) Sadly I have absolutely zero musical skills myself

As for Lyra's Latin, don't count too much on Google's Latin skills, it's still in the "alpha" stage and likely to be even more lacking than most of the languages (it's still useful, but definitely not complete or anything).

According to wiktionary, the English word incubus comes from Latin incubo and existed as a word in itself in Late Latin too. Incubus refers to a creature associated with nightmares, and which is the cause of nightmares. In a sense the creature and the nightmare itself are one and the same.

Lyra does think of the nightmare as a creature in the same paragraph, wondering if it has horns that she can "seize" or "grab", thus "Carpe Incubus" or "Grab the Nightmare [by the horns]", like you might grab a bull by the horns or something to wrestle it.

She's being rather figurative, of course, because at that point in the story she's not aware that there really is a nightmare creature.

It's also quite likely that this is some kind of pony saying, maybe originally referring to Nightmare Moon as the one to grab by the horn. If so, it doesn't have to be strictly correct according to classical Latin, because the mistake has become the norm.
DuplexFields Featured By Owner May 10, 2012  Hobbyist Writer
Beautiful. Yet I had the bright idea to read this just before bedtime...
Moguera2 Featured By Owner May 9, 2012
Lyra wants some nightmares eh...

Someone hook her up with some pasta, the creepy kind.
Predhead Featured By Owner May 9, 2012
Hm. Interesting. Thanks for letting me read
Kobrakin Featured By Owner May 9, 2012
Brilliant. That's all I can say. :thumbsup:
adcoon Featured By Owner May 9, 2012  Hobbyist General Artist
Thanks :aww:
Kobrakin Featured By Owner May 9, 2012
Ok, I lied, I can actually say more! Just needed time to digest the story, so to speak. ;)


First of all, I found this to be a very interesting concept. An artist, who has never experienced a nightmare, embarks on a quest to have one, for the sake of inspiration? That's pretty deep! The fact that the artist is Lyra just adds a charming layer of frosting on top. :)

The recounting of the nightmares from the other characters was also intriguing, especially when it became apparent that they seemed to share a common thread: something was in their dreams with them, and it was the source of the nightmare itself. At first, I thought that it going to be a vengeful remnant of Nightmare Moon, trying to strike back at the Mane Six (although in retrospect, that would leave Bon Bon's nightmare of a Doppelganger Lyra as the odd dream out). What you did instead was infinitely more satisfying.

A lonely spirit of dreams, menacing and dreadful in appearance, yet longing only to make friends. It learned that showing its true self only brought terror to those who slumbered, so it hid from them, or took on shapes that they would not fear. Yet its very nature, the dark presence that accompanied it, instinctively drove the dreamers away.

Taking the shape of Lyra in an attempt to approach Bon Bon, or of a clown to befriend Pinkie. Creating a shadowy library for Twilight, or a vast expanse of sky for Rainbow Dash. Yet its own ephemeral nature twisted these familiar comforts into perversions of themselves, bringing fear instead of joy.

It finally finds someone who does not fear its face, is not driven off by its dissonance, who appreciates it for what it is. The nightmare finally makes a friend, and in her own way, Lyra finally has her nightmare.

The Nightmare Sonata will be a tribute to Luna in a way nothing else could: behind a fearsome, frightful exterior, is a lonely soul who only wants to make friends. I only wish that we could have seen Luna's reaction to the finished piece!

Sorry about rambling, but I just thought the wonderful depth of the story's ending was absolutely delightful. :D

As I said before, sir...brilliant! :dance:
adcoon Featured By Owner May 9, 2012  Hobbyist General Artist

Great analysis. Looks like I might have been more successful in expressing my idea than I thought :D That's wonderful to know
R-B-D Featured By Owner May 9, 2012  Hobbyist Digital Artist
I liked it. A different theme from your previous stories, but enjoyable nonetheless. =)
adcoon Featured By Owner May 9, 2012  Hobbyist General Artist
Thanks, I'm glad you did ^^
Rettro Featured By Owner Apr 27, 2012  Hobbyist Digital Artist

I still haven't gotten to sit still long enough to read Mare in the Mirror yet, was hoping to read something shorter from you but apparently this page doesn't like me -.-
adcoon Featured By Owner Apr 27, 2012  Hobbyist General Artist
Have you tried clicking the "download file" button instead?
Rettro Featured By Owner Apr 28, 2012  Hobbyist Digital Artist
Yeah, but this computer has never really liked downloading PDFs for some reason.
Star-Killer89 Featured By Owner Apr 26, 2012
Nice story....A lot different form your 2 previous series, but nevertheless enjoable and well written....this just show how much good you are at writing, even with different categories...Keep up the good work. :)

P.S. After all the gloom and sadness of Fyllistata and Mare in the Mirror, this story was really a welcome change :D
P.P.S. At first I was like "How the hell a fiction can contain 'Mild Shipping'?"; than, after reading, I was like "Ooooooh, now, that makes sense" :P
adcoon Featured By Owner Apr 26, 2012  Hobbyist General Artist
Thanks, I'm glad you liked it ^^ It is nice with a change sometimes.
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