On the day Azusa visited Equestria, Rarity was feeling sick, so she didn't join the others on the train to Canterlot. After Flash Sentry escorted the Cutie Mark Crusaders to her home, the trio were eager to help care for her and have a sleepover. She knows the reason why she is unwell is because she was been toiling on Rainbow Dash and Rodan's flight suits and her recurring nightmares have been disrupting her sleep. That night, she continues to work on the outfits until she passes out on her desk. While Rarity is unconscious, neither she or the CMC see or hear a dark figure creep up to the boutique and loom over Rarity while the unicorn slept. Physically made of dark magic, the invader is the last fragment of Nightmare Moon and Nightmare Rarity; the Pony of Shadows. It scowls at its former host before touching her horn and invading her sleep to turn it into a night terror.
Rarity finds herself dreaming she's in a featureless landscape with a carpet of mist layering the ground. Lacking any landmark to advance to, she seems to wander around for hours in a realm that makes no sense. She moves straight ahead, only to look back at the trail she's cut into the mist and see she's gone in a circle. Other times she'd feel like she only took a few steps and find she traveled for kilometers; and trying to go back to where she'd been only made her move forwards as she loses track of time and space.
She runs into a dressing mirror, and her reflection is of Nightmare Rarity. Shocked, Rarity says she and her friends destroyed her, but Nightmare Rarity boasts that she is forever a part of her, especially since Rarity had created her willingly. A black tar-like substance flows out of the mirror and starts traveling up Rarity's legs as she screams and struggles. In the real world, Rarity starts crying. The tar reaches her neck, but she hears the Cutie Mark Crusaders asking her if she is okay. She calms down and says this is just a dream, and to Nightmare Rarity's shock, the tar starts receding. Rarity says she's figured out why she kept getting nightmares about Kaiju. The Nightmare needs her to fear and fall into despair in order to take over her body. Rarity declares she's made friends with Anguirus and he and his friends are good people. She declares she'll never be afraid of her Nightmare self again and her Nightmare will never trouble the waking world again. Nightmare Rarity roars that she needs their body, but Rarity knocks the mirror over and abruptly wakes up. The Cutie Mark Crusaders are around her and Sweetie Belle asks why she was crying. She hugs them all and says she just had a bad dream. Outside, the Pony of Shadows limps back to the Everfree Forest.
The next morning in Canterlot, Godzilla Junior wanders the streets bundled in a cloak and mask. He thinks this disguise Blueberry Frost made him wear is ridiculous, but everypony appears to recognize him anyway but get the message and leave him alone. A nearby radio has Horson Wells say Fancy Pants and Moonbeam Glimmer will be his guests at 10 PM. Horson briefly talks about how Fancy Pants was a soldier who retired after the Foal Mountain Dragon Conflict and how Moonbeam and her little sister Starlight Glimmer were born on Foal Mountain and then raised in Hollow Shades by Gale Burst and Evening Glow Burst. Godzilla briefly questions why her parents have different names from her before going to his destination.
It starts to rain as Rarity drops the Cutie Mark Crusaders off at Sweet Apple Acres. She looks over the unfinished flight suits she was making for Rainbow Dash and Rodan and frowns. She needs to go to Canterlot, but she also needs these finished. She pulls a treasure out of her cabinet, a magic conch shell from the Mermares that can function like a cell phone. She calls her mentor in the fashion industry, Rainbow Dash's mother Rainbow Dash Senior, and asks her to take over making the suits while she goes to Canterlot. In an instant, Mrs. Dash is knocking on her door; she is after all, who Rainbow Dash inherited her speed from. Mrs. Dash is an Earth Pony with a cyan-turquoise body coat with a unique pink-magenta-green-orange striped mane and tail that hung down with a curl at the ends, wearing a sun hat, red spectacles, and gem encrusted saddlebags. Mrs. Dash hugs her and says she's grown up and become so beautiful, then hands her a cane so she can beat back the stallions with a stick. Mrs. Dash is happy to take over making the flight suits as she wants her daughter to look fabulous in the air show. When she sees how huge Rodan's suit is, she asks who Rainbow's partner is. Rarity explains he is one of the Kaiju, and is relieved when Mrs. Dash gets excited instead of scared.
Godzilla enters the library and asks the librarian for newspapers about a specific time and event. It takes the librarian a few seconds to recognize him and she becomes slightly excited. He is given the material and is thankful Blueberry Frost had started teaching him how to read. He gets through the material slowly, then asks for a map and a set of directions.
Mrs. Dash bids Rarity farewell at the train station, promising to deliver the suits as soon as she completes them and boasting she can easily run to Canterlot in no time at all. Mrs. Dash senses Rarity is troubled and asks if she has to beat somepony up. Rarity says it is a personal matter. Mrs. Dash says to keep her head up high; she is one of the greatest seamstresses in Equestria and she doesn't have to feel sorry about anything. But Rarity does feel sorry. About a year ago, she had fallen into despair and willingly transformed into Nightmare Rarity. Still, the pep-talk does remind her of her own amount of self respect and that having to seek help doesn't make her weak, even if Mrs. Dash misunderstands the context and thinks Rarity is talking about having to get her to finish the flight suits. As the train leaves, Mrs. Dash runs alongside it and asks Rarity to say hello to Rainbow Dash for her. She crashes into a tree, but says she's okay.
Fancy Pants sits at Canterlot's train station when Godzilla walks up to him. Godzilla says Fancy's wife Fleur Dis Lee told him he'd be here, but he also followed the scent of his cologne. Godzilla asks about what happened twenty years ago in Foal Mountain. Fancy Pants becomes sad and says he and Captain Stalwart Sentry had both saved Moonbeam and Starlight Glimmer's lives that day. They enter the train and Fancy says it takes twenty minutes to reach Horson Wells' show from here, so they can talk until then.
Godzilla walks up to Foal Mountain. While talking to Fancy Pants, he realized that although he acts jovial most of the time, he's a Shell-Shocked Veteran. He passes by a flower stand operated by Roseluck, Lily Valley, and Flower Wishes. He awkwardly asks what flowers would be appropriate for the dead. Saddened, they say red carnations are for admiration and pink carnations are for remembrance. He asks for two of each, and they allow him to take them for free. Roseluck recognizes him and apologizes because when she first heard of the Kaiju, she was scared, but now she knows he is a good person at heart, especially with what he is doing now. He bows and walks away.
Moonbeam Glimmer tries to take a nap before her appearance on the talk show, but dreams about the worst day of her life. She was seven years old, living in her house in the shadow of Foal Mountain. Starlight Glimmer was a baby. Moonbeam wandered into the wilderness and ran into a dragon. Naive at the time, Moonbeam showed no fear and asked the dragon if he wanted to be friends, but the dragon only had eyes for her jeweled necklace. It followed her home and then laid waste to her house. Out of desperation, her father lowered Moonbeam and Starlight into their well and then tried to distract the dragon, but he was quickly killed. The dragon easily broke open the well and demanded the necklace. She offered it to him, and he took it, scratching up her arm in the process. She wakes up and looks upon a picture frame with sadness. She decides she has time before her appearance on the talk show.
As it continues to rain, Godzilla finds a clearing where the forest had regrown, but still shows signs of fire damage. He finds two tombstones that read:
- Forging Glimmer - Beloved husband and father, master jeweler
960 AF - 992 AFDr. Statos “Sphere” Glimmer - Beloved wife and mother, respected astronomer
959 AF - 992 AF
Godzilla lays the flowers on the tombstones. Moonbeam arrives, not recognizing him, and demands to know what he is doing. He hides behind a tree, but when she sees the flowers, she realizes he was paying respects and apologizes. She asks how he knows of her parents, since only Fancy Pants and Stalwart Sentry knew of this place. He says he didn't know them, but he's sure they were good. Moonbeam says they were the best, but her stupidity in trying to befriend a monster lead to their deaths and the deaths of their neighbors. Godzilla removes his disguise, causing her to recoil in fear, but he hugs her and says she needs to forgive herself, and he forgives her for antagonizing him the other day. He walks away, leaving her stunned.
It's night by the time Godzilla returns to Canterlot. He dons his armor as Blueberry Frost asks him to report to the Solar Tower where the other Kaiju are. He runs into Rarity, who is looking for Princess Luna, and offers to escort her to her. As they walk, he notices she seems nervous and keeps walking close to him in an effort to not be alone. They arrive at Luna's chambers and Rarity says she's been having Nightmares. Concerned, Luna tells her to enter and she'll be with her shortly. Godzilla thanks Luna for bringing his mother to him last night, saying this action saved a lot more lives than just Xenilla's. He briefly caresses her arm before walking away. He enters the Solar Tower to find his fellow Kaiju had been conversing with each other. Everyone is amazed when he walks past Destroyah and Xenilla without comment and sits down.
Luna has Rarity do some breathing exercises and makes her fall asleep before entering her mind. Meanwhile, in the Everfree Forest, the Pony of Shadows is angry. It has known of Bagan for quite a awhile, and believes it is the only being capable of stopping him. It considers the Element Bearers, Celestia, and even its creator Luna to be fools and weaklings. It must have a body soon.
Moonbeam Glimmer arrives at the talk show. Fancy Pants notices the dazed look on her face and realizes she must have talked with Godzilla. Horson Wells attempts to ask the first question, but she is unresponsive. He tries to get her attention, but she says she had made a mistake and leaves. She flies back to her house and raises the picture frame, which depicts her family. As she remembers Godzilla's kind words, a tear of happiness falls from her face and she smiles.
