A/N: Welcome to the third chapter of Serenity. If you are just joining then please read the first and second chapter to understand the following events. Please R&R I do greatly appreciate it and it helps me to continue to write Fanfics.

Enjoy ;)

Rarity was outside the Manehatten theatre where the dress awards were being held. Cameras were taking photos of her and paparazzi asking her questions. Rarity was one who liked being in the centre of attention. One papparazzi pony asked, "So how does it feel to be nominated for best designer of the year?" Rarity smiled and answered, "To be honest I find it as a huge honour. I have dreamt about this my whole life." A press pony then asked, "How do you feel to the criticism about how you fired your cousin Serenity from her position at you offices." Rarity answered, "Well it was a big decision for me to make. But unfortunately she had done something wrong to get me the company. If the readers knew about the whole truth then they wouldn't criticise me." Another asked, "Who have you decided to replace her?" Rarity answered, "For the moment my good friend Twilight Sparkle."

She then went inside to take her place for the ceremony. Soon the time came for her category, the last one of the night. The presenter announced, "And now the time has come for our final and most prestigious award of the night. The Best Designer award."The theatre clapped. He continued, "The nominees are; Hoity Toity, Coco Pommel, Suri Polomare and Rarity." The crowd went silent as the envelope was given to the presenter. "And the winner is..." he opened the envelope and said, "Rarity!" The theatre erupted with applause as Rarity went to the stage and claimed her award. She took the mic and said, "Thank you all for this award. I would like to thank my friends and my little sister Sweetie Belle for believing in me and..." before she could finish wind began to blow through the theatre, the audience gasped in fright. The wind intensified, then a purple mist began to intertwine its way to the stage.

Suddenly the mist all went into the air the wind still blowing. From the mist came a figure that many knew. Nightmare Moon. Rarity looked up and asked, "Princess Luna? What are you doing?" The figure turned its attention towards Rarity and began to walk towards her. Rarity started to panic and said, "No, no, not again." She knew the form all to well, it was her, as Nightmare Rarity.

She woke and found herself in her bed. She breathed and said with relief, "Thank goodness, it was only a dream." She went back to sleep after that, but she kept waking up because of the nightmare. The scenario changed, but it always ended the same way, with Nightmare Rarity getting close enough to touch. She had not gotten enough sleep so she was very moody. Rarity always said she needed her beauty sleep. Her hair was a mess and no matter how much she tried she just couldn't get it under control. She had dark rings under her eyes to show how deprived of sleep she was, but she couldn't let other ponies see her like this. She had scheduled an appointment at the spa with Fluttershy, she got her sunglasses and put them over her eyes to hide the rings. She had tied a bandana over her head to hide her mess of hair. She knew Serenity was working today, who had gotten a temporary job as a teacher with Cheerilee at the school.

Rarity left for the spa. She would meet up with Fluttershy when she got there. A few minutes passed and she reached the spa. She saw Fluttershy and said, "Hello Fluttershy darling." Fluttershy turned and gave Rarity a hug and said, "Hi Rarity. Oh you're wearing you sunglasses today that's nice, I also like the bandana." Rarity and Fluttershy walked into the spa and started their appointment. Fluttershy asked, "So why are you wearing your sunglasses today?" Rarity took them off and stared at Fluttershy and asked slightly irritated, "Does this answer you question?" Fluttershy squeaked when she saw the rings under her friend's eyes, she then said, "I'm guessing that the bandan is for your hair." Rarity pulled it off and sighed.

Fluttershy then said, "Look on the bright side you're at the spa where you can relax and get your hair done." Rarity smiled and said, "I guess your right Fluttershy." They went into the salon to get their hair done. Unfortunately Rarity fell asleep during the washing, drying and styling of her hair. In fact she was asleep for nearly the whole appointment. She was at least awake for the hot tub, Fluttershy then asked, "So you didn't get much sleep because?" Rarity sighed and told her, "I had nightmares the whole of last night and every time I fell asleep a few minutes later I woke up again." Fluttuershy asked, "What were the nightmares about?" Rarity sighed and said, "They were about me as Nightmare Rarity again." Fluttershy was shocked, she thought that Nightmare Rarity was gone. "So what do you think this could mean?" asked Fluttershy a bit scared, Rarity replied and said, "I don't know, Luna would've intervened but for some reason she didn't."

Rarity left the spa still very tired, all she wanted to do was sleep. She got home and didn't feel like going to her bed. She decided to just take a nap on Serenity's bed, she knew she would understand. Rarity got into the room and saw that there was a crumpled up piece of paper next to the dustbin and decided to pick it up. She lifted it with her magic and saw the words "crystal tree topper" and then it read a number of "300 000 bits" she uncrumpled the piece of paper and read "Trade in for 1 crystal tree topper worth 300 000 bits For miss Serenity," she couldn't read the rest it was too crumpled but could read a bit more, "...allowed to keep the money that was paid for it." Rarity would have to confront Serenity about this. But for now she needed sleep. She went to lie on Serenity's bed and took a nap, unfortunately she couldn't do that either, even her short nap was plagued by nightmares about Nightmare Rarity and Serenity's receipt.

Rarity just couldn't sleep. She decided that she wouldn't confront Serenity today because she is just too tired. Serenity came home and saw Rarity's bloodshot eyes, darkened lower lids and sighed and took her to bed. When she put Rarity into her bed she said, "Goodnight Rarity see you in the morning." Rarity then dozed off to sleep.

Rarity's dream...

Rarity was in her boutique hiding from her darker self. Nightmare Rarity had blown a hole into the wall and began to cackle, Rarity couldn't do anything to stop it. Nightmare Rarity got closer and closer until... "Enough of this." Rarity looked up and saw Nightmare Rarity fade away as she saw Luna descend infront of her. "Princess Luna, I knew you would come." Luna turned to her and said, "Rarity what is going on, you have been disturbed of your dreams for quite some time."

Rarity shook her head and said, "To be honest, I was wondering if you would tell me." Luna sighed and said, "I do not know what plagues your dreams, I can't sense any force that is causing these nightmares. If it were your past I would sense it as it is linked to me as well." Rarity asked, "But didn't we dispel Nightmare Moon from us?" Luna nodded and said, "That is the exact reason why I can't figure out what plagues you now. Maybe we should seek help from a companion, perhaps Twilight. Rarity looked at her and asked, "But how are we going to do that if I may ask?" Luna smiled and said, "We're going to enter her dreams and ask for her help." A door opened at that moment, Luna and Rarity walked through it. Soon they were in Twilight's dreams. Twilight was relaxing on the beach reading a book, Rarity spoke to Luna, "Is this what Twilight dreams about?" Luna nodded, "For tonight yes." They walked over to Twilight who acknowledged them, "Hey Luna and Rarity? I didn't expect to see you here." Rarity smiled and said, "Yes well I didn't expect your dreams to be so peaceful." Twilight giggled and asked, "So what are you doing here?"

Luna answered, "We seek your help, Rarity is being plagued by horrible nightmares and we cannot determine what is causing them."Twilight looked at them both, "Nightmares of what?" As she she spoke they all went to Rarity's first dream she had. Twilight saw that Rarity was faced with her darker self, "Oh my gosh, I didn't know it was this," commented Twilight. "And that is why we need your help Twilight," responded Luna. They were now in the empty void between dreams and memories, "So you can't sense anything that is upsetting Rarity?" asked Twilight. "Exactly, there is nothing that I can feel if it is a Nightmare" answered Luna. All three tried to work something out, but before anything was done, a door opened from nowhere. All three walked in and found themselves in Serenity's memories, Rarity noticed what time and place the memory was in. It was Canterlot, Twilight turned to Luna and asked, "Why did you bring us here?" "I didn't," answered Luna. Twilight and Rarity both looked at her with question, Twilight asked, "If you didn't, then who did?"

Suddenly out of nowhere Celestia appeared with a face of irritation. She looked at Luna and said, "Luna, you have broken the oath you have taken to protect dreams and by entering Twilight Sparkle's and seeking her help, you have forsaken this task by intervening in one's dreams that did not require protection. Therefore I will have to pass my judgement." Suddenly a yellow aura of magic formed around Luna and she was sent to the moon like when she was Nightmare Moon. She turned to Twilight, "You Twilight my student have also forsaken yourself, by accepting to help Rarity when your dream was not in danger I will have to take immediate action." A yellow aura formed around Twilight this time, a deep pink aura was extracted from her. When she stood up again she realised she had no magic, Celestia turned from her and said, "I have taken your gift from you forever, as of now you are a simple unicorn, pegasus half breed. Now get out." Twilight disappeared and Rarity was left to face Celestia alone. Celestia turned to her and said, "As for you Rarity, I hereby strip you of the element of generosity, your abilities in magic, your company and boutique and finally your sister Sweetie Belle. As of now you shall be imprisoned in what you fear the most." Rarity saw the aura around her and suddenly her form changed into Nightmare Rarity. Celestia then said, "And now you shall join Luna," Rarity whizzed through the air and found herself on the moon. She called for Luna, "Princess Luna are you here?" She then saw the white eyes fly from a nearby rock and standing above her, despite being in her Nightmare Rarity form, was Nightmare Moon.

Rarity awoke in a cold sweat. She was panting from the intense nightmare.

She went to Twilight's house and urgently knocked on the door. A sleepy Twilight answered the door and asked, "Rarity? What in Celestia's name are you doing here at this time of night?" Rarity pushed past her and asked, "Can you still use magic?" Twilight shook her head and said, "Don't be ridiculous of course I can." Rarity said to her, "Then prove it get me a glass of water." Twilight shook her head and said, "Fine I... will?" she tried to get water with her magic, but nothing happened. She kept trying, every time she did was harder that the last. She panted and said, "I... I... can't." Rarity lowered her head and asked, "Do you remember anything from your dreams?" Twilight shook her head and asked, "Why?" Rarity sighed and explained to Twilight what happened in her dream. After she finished Twilight could only say, "That sounds insane and with what happened to me in your dream actually happened now, then what else could've?"

Twilight and Rarity decided to travel to Canterlot to speak with Celestia about Rarity's dream and if anything else came true. They arrived in Canterlot and immediately went to the castle, they entered the castle and asked to see Celestia. A guard escorted them into Celestia's study and said, "The Princess shall be here momentarily." Twilight thanked the guard, she and Rarity proceeded to sit in the chairs in front of Celestia's desk. A few minutes later Celestia entered the study and greeted them both, she sat behind her desk and proceeded, "So what seems to be the problem my dear student?" Twilight answered, "You see Princess Celestia, Rarity has been having terrible nightmares lately and we can't figure out why." Celestia had a confused face and asked, "Why not ask Luna, I'm sure she would help." Rarity answered this time, "You see your majesty, Twilight has lost her abilities in magic and in my dream Luna had been banished by you again, for asking Twilight for help in the dream realm." Celestia was slightly concerned, "I would never do that, If you needed help from Twilight with your dreams then Luna has all rights to enter her dreams for your sake." Rarity didn't want to take any chances, so she asked, "If I may your majesty, can you please ask Luna to join us?" Celestia nodded and said, "I don't see why not with the current situation." She asked a guard to retrieve Luna. A few minutes later the guard returned and said to Celestia, "I'm sorry princess but I cannot find her, her royal guards haven't seen her since last night." The room was silent, it seems that so far Rarity's dream was becoming a reality.

Celestia used her magic to try and help Twilight. After many attempts Celestia came to a conclusion, "I'm sorry but it seems that your magical abilities have been severed from your body. Yet I do not have anything to do with this, it is dark magic and I can't think of anypony that has this sort of power." Rarity had to ask, "What about me your highness?" Celestia's horn glowed and an aura surrounded Rarity and she said, "You are fine, it seems you haven't been affected." Rarity bit her lip and said, "I think I might know where Luna is." "Proceed dear one." Celestia urged. "She's on the moon," Rarity had said it. The room went silent again and preparations were to be made to get Luna back to help Rarity and Twilight.

Meanwhile...

Serenity got home and saw a note lying on the table, she picked it up and it read, "Went to Canterlot to see Princess Celestia about my dreams will probably be back much later, there is food in the fridge, feel free to have some. Rarity"

Serenity began to chuckle, she went to her room and went to go lie down on her bed. She went to her mirror and looked at her hair. It was still the same as when she arrived, she made sure of it, her horn began to glow and a door opened into a white light. She stepped through it and then she was in the void between dimensions. She continued along a certain path and smiled when the door of the path opened, she was now on the moon. She saw a distressed Luna running around trying make sense of why she was there. Luna could not see her, Serenity only watched as she saw Princess Luna, the Princess of the Night, the Protector of Dreams struggle to find out why she was there, she began to chuckle again. Behind her shadows began to rise, she motioned her head towards Luna and with great speed they surrounded the princess. Luna was surrounded by these shadows, she tried fighting them off with her magic, but, to no avail, the shadows continued to swirl around her, until suddenly they stopped swirling. Luna was confused she looked around and one shadow took form, "Princess Luna, we have been expecting you for quite some time." Luna asked, "Why am I here? What is the meaning of this?" Then the shadows parted and Serenity passed trough, and smiled, Luna said relieved, "Oh thank my sister, Serenity it's you."

Serenity looked at her and her form changed, she became Nightmare Rarity, "No it can't be, you can't be real," said Luna scared beyond her imagination. Nightmare Rarity looked into her eyes and explained, "You see, when you and the others defeated me and freed Rarity I had enough strength to make my own body. So I took this form," she turned back into Serenity then switched back to herself, "The only hard part was trying to find a way to get close to Rarity without raising suspicion, so I thought of the distant cousin excuse. I knew that she wouldn't remember much, unfortunately I had to pierce her memories so she could at least remember the relationship with a distant cousin." Luna looked at her and said realising what she was saying, "You were in her dreams, you clouded her memories so she would remember the wedding and the party, so you had the ability to enter her dreams, it was you, you were Celestia in the dream, you sent me here, Celestia would not have the power to send me here by herself without the elements of harmony."

Serenity laughed and said, "Well done, you figured out my intentions and my powers, however, I can give you a way back to Equestria." Luna looked at her and asked, "You can, how?" Nightmare Rarity nodded and said, "You know the answer to this," she began to smirk. Luna knew what she wanted, "No not again, you won't turn me to that." Nightmare Rarity shook her head and said, "If you remember Rarity's dream, you'll know that Twilight Sparkle has lost her magical abilities, and if you don't accept in the next 24hours then Rarity will lose her magical abilities, her company and her sister. Then I'm goin to take her life." She disappeared again as well as the shadows. Luna didn't know what to do, on the one hoof she could wait for Celestia to rescue her and explain that Nightmare Rarity was back, she could refuse Nightmare Rarity's offer and risk losing her friends or the alternative. Allow the Nightmare to take hold of her again, she really didn't know what to do.

Serenity returned to Equestria just in time for Rarity to get home. She emerged from her room, Rarity asked her, "Could I ask you something?" "Sure, I don't mind." responded Serenity. Rarity sat her down on the couch and said, "I found a rather strange receipt the other day and it had information about my crystal tree topper." Serenity gulped, Rarity proceeded, "Is it true? Did you sell my crystal tree topper to a shop to pay for my own company?" Serenity nodded.

Rarity's concern turned to anger in a blink of an eye, "You absolutely stupid pony! How could you?! You knew it meant more to me than anything! I went into severe debt to buy that topper! You... You... EMO FREAK!" Serenity looked sadly at Rarity and said, "I'm sorry, I thought you'd like having your own company for yourself." "GET OUT YOU IDIOT! I DON'T WANT ANYTHING TO DO WITH YOU ANYMORE! PACK YOUR THINGS AND GO BACK TO MANEHATTEN! YOU'RE NOT MY COUSIN! YOU'RE JUST A SCARED LITTLE EMO PONY WHO NOPONY CARES ABOUT! NOT EVEN YOUR OWN PARENTS, THEY WERE RIGHT TO LEAVE YOU BEHIND!" Serenity put on her black jacket and ran out crying and called back to her, "You are such a B****!" Rarity locked the door of her boutique and went upstairs for some sleep after her stressful day for Twilight and Luna and to top it all off was the confrontation with her cousin.

Serenity ran into the Everfree forest and disappeared back to the moon. She cried on a moon boulder, she breathed in and her formed changed back to Nightmare Rarity, "Vengeance will be mine!" she said, with that she went to find Princess Luna. Luna was sitting on her hide looking at Equestria wondering what was going on down there, she heard the clopping of hooves approaching and turned to see Nightmare Rarity running towards her, she stopped in front of her and asked, "What is your decision?" Luna's expression saddened and said, "I'll take the Nightmare." Nightmare Rarity smiled and said with eyes still streaming from her face, "Good." Suddenly she turned into a blue mist and entered Luna's chest. Luna groaned in pain, the power entering her was immense, she felt the changes. Her heart began to darken, her level of power began to increase, she felt fully restored. She blinked and her eye turned into a slit and back into a normal pupil again, suddenly she was back in the castle. She climbed out of bed and ran into Celestia's study, when she saw the sun princess she said with joy, "Tia, Tia, I'm home." Celestia got up and hugged her sister and asked, "How did you get back?" Luna only said, "I concentrated on my home here very hard and I woke up in my bed." Celestia said nothing else and hugged her sister more, little did she know that Luna was back, the real Luna with desires.

A/N: That brings an end to the third chapter of Serenity, I hope this has been a real eye opener for you, now you know that Serenity was in fact Nightmare Rarity from the beginning. Hope you enjoyed this chapter and please look forward for the next one. And for a bonus, I have a challenge for my followers, for more details please feel free to PM me and the one who wins the challenge will receive a special prize.