The story begins as the peaceful ponies of Dream Valley are attacked by monsters, led by Scorpan, who kidnap several ponies and take them away to Midnight Castle. Enraged, Firefly, a Pegasus pony, takes to the skies to try to find someone who can help them defeat Tirek, a centaur-like demon whose plan is to use these ponies to pull his chariot of darkness. On her way, she crashes into 12-year-old Megan's well and asks her for her help. Megan is at first reluctant to go but after being confronted by the monsters, she sets out with the ponies to rescue them..