When Thunder woke up, he didn't know where he was. He could see black clouds all around, making up the ground and the sky, and empty space between them as far as he could see.
"I found you," someone said. He turned to see Shell walking towards him, and he started to think about running away- but the clouds under him wrapped around his hooves until he couldn't move. "No escape, " Shell said with a sly smile.
What should I ask her first? Thunder thought. He just stared at her, wide-eyed, as his mind raced with things to say. "Uh... where are we?" the alicorn decided to ask first.
"My mind," Shell answered simply.
"Where'd you learn this spell!?" Thunder gasped.
Shell replied, "Cloud told me about it."
"But that... it... huh? She's a Pegasus!"
"She says you taught her about some spells once."
"Yeah- but this is a spell for some of the highest level unicorns! How did you manage this!?"
"It's all in the cutiemark," Shell smiled as she looked to her newly-marked flank.
Thunder smiled a bit, "Congratulations."
"Thanks- but that's not what we're here to talk about."
"Yeah... I think I know why you did this- and I promise you I won't try to run... if you get your things off of my hooves."
"Oh! Sorry, Thunder!" Shell replied nervously. Slowly, the long strings of cloud loosened them selves and slipped down until thy were normal again. "So, tell me, Prince Thunder Bright- what were you running away from?"
"...The Elements."
"The Elements of Harmony?" Shell raised an eyebrow and sat down on a cahir the clouds had made for her.
"Y-yeah..."
"Well, try out-running yourself. It never works."
"Shell, stop trying to be Calamity." Thunder frowned.
"Okay, but first you'll have to race me, handsome."
The Prince stood up from the chair Shell had made for him, "And don't act like Cloud!"
"What should you care? As far as you're concerned, none of those people should be talked about."
"...Oh. It all leads up to this, then?"
"You don't really want to leave, do you."
"Um... I... no," Thunder sighed.
Shell tilted her head, "Then why did you leave?"
"Because... I feel too responsible."
"Hm?"
"I'm the supposed Element of Magic, and I'm supposed to keep everyone safe- but I brought us here! And what if..."
"What if what?"
"What if the Nightmare kills somebody! THEN WHAT!?" Thunder screamed. Shell opened her mouth to say something, but the Prince continued, "They'll all HATE me! MOTHER, FATHER, , YOU, THE OTHER ELEMENTS, AND THE OTHER PREVIOUS ELEMENTS! I DON'T WANT YOU TO HATE ME!"
As the alicorn fell to his knees and started to cry, Shell leaned down to him. "Thunder, I can't speak for anyone else- but if anyone dies, because of anything to do with New York, I'll never blame you," Shell smiled. Thunder sniffed, but remained silent. "It's okay, Thunder- calm down," Shell said warmly.
"...Really?" the Alicorn looked up.
"Really," Shell promised, "And I'm sure the others think the same."

Meanwhile, in the darkness of an poorly lit alley, the Nightmare scowled. There goes another pony who I could have taken over- an ALICORN, too! she thought (that was all she could do, until she found somepony to inhabit). Unless... she looked up, her misty green shape glowing. Alright, there's a plan if I ever thought of one. I'm going to... Equestria. And with that, she slid into the sewers, her body turning into randomly shaped, green mist