Waking Nightmares

by Jonathan "KnightMysterio" Spires

Chapter 11: Melody of Agony – Part 1

The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts one week after the events of the previous chapter.

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Midtown...

Ponyville...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

"Is GOOD DAY to try Sweet Apple Acres apples!" Heavy boomed from behind the stand. "Moist and delicious apples fresh from farm, plus many delicious treats! Apple pies, apple freeters, apple sauce cake, and many more!"

Scout snickered. "Apple 'freeters.' I love the way you pronounce things sometimes, Heavy," he said.

Heavy grunted. "Not my fault your language is hard to work with," he muttered. Now that he knew that there was a country in this world that spoke his language, thanks to his talks with Barricade, he wanted to talk in his native language more often. Such a shame she was a woman... ah well, focus what is instead of what might have been. "What does tiny baby Scout want?"

"Just passin' through," he said, gesturing to the mail-filled saddlebags he wore. "Derpy got me a job at the post office. That makes all of us with a job except Spy."

Heavy sold some apple fritters to the construction workers that were building their base. "Maybe Spy is thinking helping Zecora with potions is job?" he said, thanking the workers as they left.

"Pft, who knows what that spook is thinkin'?" Scout said. "Anyway, Trixie's ready to do her show tonight. You goin'?"

Heavy shook his head. "Never liked stage magic shows," he said. "Too much flash, little substance. If I go at all it will be to pick up book at library."

"Lemme guess," Scout teased, "Lookin' for the pony version of War and Peace?"

"Is BORING," Heavy muttered. "So many better authors other than Tolstoy..."

Scout chuckled. He hesitated a moment, and asked, "How's Fluttershy doin'? I ain't seen her around much this week."

Heavy sighed. "Little flutter pony is doing better. She stopped crying herself to sleep after fourth day, and was able to listen to that lullaby she likes again after fifth. Barricade calmed down just yesterday."

Scout shivered, having encountered Barricade while she was still in a rage. He did NOT want to be in the way of whomever hurt that big mama's daughter. "Anyway, I gotta route to complete, then I wanna pay Pinks a visit. You know where she is?"

"Last I am hearing she was being at Doctor Hooves's lab for experiment," Heavy rumbled.

"Coo'," Scout said. "I'll stop by later. Maybe we can discuss those wolves a howlin' we all heard last night."

"Is good thing, little apple pony says," Heavy said, an amused look on his face. "Is almost zap apple season, they say."

Scout blinked. "Zap apples?"

Big Macintosh came up behind Scout, startling him, and said, "Imagine, if you would, the very concept of the word 'delicious.' And then give that concept physical form, multiplying it by fifty. That is a zap apple."

"Wowzers," Scout said, impressed.

Big Macintosh smiled, chuckling. "There's some specific-like procedures that we gotta go through to get them ready, so if you see some weird behavior from Granny Smith, that's what it's all about."

Scout smirked. "Define 'weird.'"

Big Macintosh chuckled again, his smile becoming somewhat melancholy. "Ah hope y'all are around for then. You've done so much for Ponyville since y'all showed up, ah'd love to share that with you."

Scout waved his hoof dismissively. "We don't leave until the job is done," he said.

"Da," Heavy agreed. "Right now, we are just wanting to know if we CAN go back. We may not act like it, but we are professionals. We will not abandon you until contract is fulfilled and threat is eliminated."

Big Macintosh quirked an eyebrow. "Surprising to hear that. Not that I'm not grateful, but ah heard some of you have families back in your world."

Scout sighed, clearly uncomfortable. "...I don't like it, but they have the RED versions of us there, so our families won't be without some version of us and be worrying."

"Is small comfort," Heavy said, "But is all we have right now."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

2Fort...

A universe away...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

RED Engineer stared incredulously at the screen as an evil woman in purple glared back at him.

"Damn, Helen, you can't do this!" he said. "They're our FAMILIES!"

The Administrator sneered. "I don't care," she said. "Nobody is leaving, no letters will be sent out, and all vacations are suspended for now. The supply train will be guarded from now on so you won't be able to escape on it. These are the facts. NONE of them will change until SOMEONE finds out WHAT THE HELL HAPPENED TO THE BLU TEAM."

"We TOLD you what happened!" RED Spy snarled. "Zis bizarre... 'rainbow of darkness,' for lack of a better term, came down and consumed zem!"

"Yes, but where did the rainbow of darkness come from? Where did it take them? And above all else, WHO SENT IT?" the Administrator snarled. "I will not tolerate a power greater than my own being unknown to me! If you EVER want to see your families again, FIND OUT WHAT THE HELL IS GOING ON."

"You'll never get away with zis," RED Spy snarled.

The Administrator cackled. "Oh my, how heroically cliché. I've already set a speed record for getting the lawsuits your families filed against me thrown out of court when they tried to sue me to force me to let you go. If lawyers don't scare me, what makes you think nine brainless mercenaries can?"

"You forget, Helen," RED Spy said, his tone low and sinister, "I've broken into your facility before. What makes you think I won't do so again?"

"Because I'm equipping the guards on the supply train, as well as my guards here, with flamethrowers, and telling them to Spycheck EVERYTHING when I can't see you," the Administrator said, never losing her mocking sneer.

RED Spy scowled and cast a dirty look to RED Pyro, who was waiting outside the door with the others.

"Find out what happened, 'gentlemen,'" the Administrator said. "Otherwise, you can stay in that miserable fortress forever."

The screen went blank before either man could protest.

RED Engineer just stared blankly, his mind drifting to his daughter. RED Spy was fuming, growing angrier and angrier. He stormed out of the room to join the others.

"Well?" RED Demoman asked, sipping his scrumpy. "What's the bloody deal?"

"She's forcing us to stay put," RED Spy muttered, lighting a cigarette. "She's also putting guards on ze supply train and not letting any mail go out."

"Bloody hell," RED Sniper muttered. "Knowing her, she'll probably reroute our phones if we try to call out as well."

"Zat seems all too likely," RED Spy muttered. "She's doing all zis to try and force us to figure out what happened to ze BLUs."

"But we know what happened!" RED Scout protested. "That rainbow of darkness thingy ate them!"

RED Spy shook his head. "She wants to know what ze bloody thing is," he said.

"Bhht hhw cnn whh fnnd uut?" RED Pyro asked, her voice muffled through her ever-present breathing mask, looking worriedly in at RED Engineer, who was still staring at the screen. "Yuhh jhhst shhd shh's blhhckng hhll whhys hhf chhlng hht."

"Did ANYVUN understand vhat zhat dumkoff just said?" RED Medic muttered.

RED Soldier frowned. "...I have a way of calling Merasmus," he said after a moment, his expression characteristically uncertain.

RED Spy blinked. "I thought he kicked you out of the apartment you shared," he said.

"He still likes me enough to stay in contact," RED Soldier said, "he just doesn't want me messing with his stuff."

"Contact him," RED Engineer said, turning around to face the team. His goggles were off, his gaze intense. "Contact that old wizard and get him to help us. Ah'm not leaving Krista alone with my festering bitch of an ex-wife long enough for her to get the idea t'cut me off COMPLETELY. I don't care what it takes, ah want to know what the fuck happened to BLU!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Equestria...

Canterlot...

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"Laughter. Expression of the joy of life. Friendship. The bond that unites all the Elements, so strong that it is said to be the Element of Magic itself. And now Kindness, mercy and gentleness towards those in need," Celestia said, an uncharacteristic scowl crossing her face. She turned to Harbinger, and said, "Is Fluttershy all right?"

Harbinger nodded. "She is recovering swiftly, my lady," he said, kneeling before her. "Barricade is a doting mother, and the one called Heavy Weapons Guy checks on her daily. In addition, the company of the madmare Pyro seems to be oddly comforting to her, although I cannot explain why."

"Suffering makes for strange bedfellows," Celestia said, shaking her head. "Laughter, Friendship, and Kindness. The very same elements I myself was bonded to when Luna and I did battle with Discord. This can't be a coincidence that they were attacked first."

Harbinger looked up. "You believe this to be a threat to the crown itself, not just the Elements?"

Celestia nodded. "I don't like to put myself on a pedestal, but I truly believe it is. I have managed to cultivate a great peace throughout not just Equestria, but the world. With Luna's return and Discord's attack almost a year later, it's possible that the kidnappings and the visions I've been having are an attempt to destabilize Equestria, to take advantage of the disorder that still remains."

Harbinger frowned. "Perhaps the Discord cultists are active once more, trying to revive their master?" he suggested.

"It's a possibility, and one I've considered. As it stands, for now I want the focus to be on protecting the Elements of Harmony," Celestia said. "Are methods being tried to keep the dreams from occurring?"

"When I left this morning," Harbinger said, "the one known as Engineer was attempting to create a dream-prevention device with someone named Doctor Hooves. As I recall from the reports, he had recently recovered from a transformation into a Nightamre."

Celestia smiled. "I know this Doctor Hooves. If he has chosen to become active again and aid BLU in their efforts, then we may have a greater chance of solving this mystery, perhaps even capturing the beast Slendermane."

Harbinger shivered. He didn't know why, but something about that name gave him chills. "If you say so, my lady," he said. He hesitated, and asked, "...Has the journal you have been reading yielded any pertinent information?"

"How do you know about the journal?" Celestia said, her tone suspicious.

Harbinger looked up at his princess, seeing an uncharacteristic uneasiness in her eyes. "My disciple, Phalanx, was the one who found it for you, yes? He keeps me informed."

Celestia just stared at Harbinger, before saying, "Yes... He is a dutiful little pony." She frowned, and said. "While no direct information has come to me, it has been giving me... moderate inspirations. As for Phalanx... I want him assigned to my personal guard immediately."

No... Harbinger thought worriedly. "My lady, while Phalanx would normally be a good choice, he has been somewhat insubordinate to his unit's superiors. I was going to assign him to guard duty in the Crystal Empire embassy, protecting Ambassador Cadance. A nice boring assignment to help him appreciate his place in Canterlot."

Celestia shook her head, her face showing no emotion. "...I would prefer if he were on my personal guard. Starting tomorrow."

Harbinger frowned. "My lady..."

"That wasn't a request," she almost snapped. Catching herself, she sighed, and said, "Harbinger... Please, just trust me. I have my reasons. And if my theory pans out, then we will have stopped a menace unlike anything Equestria has seen before."

She believes that Phalanx may be Slendermane, Harbinger realized with growing horror. "Yes... Perhaps that may be best," he conceded, realizing he'd be unable to dissuade her. Oh, LaurFaustia forgive me, I almost pray Slendermane makes another move while Phalanx is in her presence. If nothing else, it might convince her that Phalanx is innocent of any wrongdoing.

Celestia nodded. "Return to Ponyville at once, Harbinger. My original orders for you stand," she said. "I will make the arrangements with Phalanx's unit commander."

Harbinger bowed, and turned to leave, walking slower than normal as he contemplated what to do. Celestia watched him go, frowning as she debated what to do if she was right.

As Harbinger turned the corner, he suddenly was impaled through the neck by thin, black tentacles, a faceless, tall, white-coated monstrosity coming around the corner. Harbinger's blood splashed on the walls as more and more tentacles impaled him, Slendermane coming into the room, Celestia crying out in fear and flying over to save her Captain...

...But when she got there, she found Harbinger still alive, staring at her with worry, Phalanx in the hall with him.

She glared at Phalanx, her expression fierce. You are connected to all this, she thought. I know it. I will not let you harm my little ponies. I will not let you harm my beloved student or her friends. I will not allow you to harm my SISTER!

"M-My lady?" Phalanx asked, scooting back from her, fear evident on his face.

Celestia frowned. "...As of now you are on my personal guard. Report to the appropriate barracks at once to get your new armor," she said.

Phalanx gulped nervously. "Y-Yes, of course," he said. He gave Harbinger a frightened 'help me' expression, and ran off.

Harbinger, after he had left, turned to Celestia and said, "My lady, I really do not think that Phalanx has anything to do with this. Is it not possible that... this Slendermane creature detailed in the journal is giving you these visions?"

Celestia's expression became pained. "The thought... has occurred to me. But why him? Why are the visions only appearing when Phalanx is around? Why were the elements that I once wielded given the nightmares first? It cannot be a coincidence..."

Harbinger cringed. "...My lady," he started.

Celestia glared at him. "Do not question me, Harbinger," she said. "I know that you are protective of your troops, but you must accept the fact that he is quite possibly a threat to us all. He..." Celestia suddenly began coughing, violent hacking coughs that sent her to her knees.

Harbinger was at her side literally in an instant, bracing her with his strong shoulders. "My lady?! Shall I fetch the physicians?" he asked once the coughing fit had passed.

"I'm fine..." the sun princess said after a moment, wiping blood from her mouth. "Return to Ponyville. My previous orders still stand."

"But..." Harbinger started.

"Please..." Celestia said, giving him a pleading look. "Just go. Protect the Elements. Protect my precious student and her friends. Find a Masky and get whatever information out of them you can so that I can protect my sister."

Harbinger stared at her a long moment, his face visibly conflicted. After a long moment, he nodded. "As you wish, your Majesty," he said, helping her back to her throne despite her protests. Once he was certain she would be all right for the moment, he dashed off at top speed, the world becoming a blur around him as he ran back to Ponyville.

He met up with Barricade as she was heading into the Everfree Forest to talk with Zecora. Because of how fast he came up on her, he ended up startling the titanic pegasus.

"Don't do that!" she snapped.

"My apologies," Harbinger said, "but I felt it pertinent to get to you as soon as possible."

Barricade frowned. "The princess...?"

Harbinger sighed. "...Her sanity is slipping. I can tell. It's that damn journal, I know it. I have searched her quarters, but ever since we reported your daughter's nightmare, she has been hiding the Slendermane journal."

"Damn," Barricade said. "If she's hiding it, even if we got unicorns involved we wouldn't be able to find it. Are... Are you sure that she's being affected by it? Is there any way we can help her?"

"It's still very early yet, so there may be hope to help her recover. However..." Harbinger trailed off.

Barricade shivered. "...We may have to engage the Luna Contingency..." she said softly.

Harbinger nodded. "If the Princess becomes too unstable, we may have to oust her completely and put Princess Luna in her place ," he said. "Orders Celestia herself has given."

Barricade shook her head. "We can't leave Shining Armor out of the loop on this one. I know you think he's incredibly naïve, and you don't really trust the Crystal Empire ambassador, Princess Cadance, but we need to bring him in on this one. We will need his powerful magic, and he's proven his reliability time and time again. And I've talked with Cadance long enough that I feel she can be trusted. To say nothing of her emotional control magic's power..."

Harbinger scowled. "Hnh... Very well," he said. "But we have to do this with as much secrecy as possible. Maintain our duties for now, and do nothing to make her suspect we are plotting against her. I will keep watch on her. Hopefully, we won't have to do anything, but if this continues..."

"...we may have to betray our Princess to protect her," Barricade said softly.

Harbinger flinched, as if struck. "...There really is no other way of putting it, is there?" he said softly. "Betrayal... The word tastes beyond foul to me..."

Barricade sighed. "Such is life for we who command," she said. "Sometimes, we have to save those we care about from themselves."

Neither of them noticed Scout flying overhead to deliver mail to Zecora, nor did he notice the two of them. Humming to himself, he glided over the forest, bypassing the dangers in it completely, landing directly in the clearing that held Zecora's hut. He knocked on the door and let himself in, finding not just Zecora, but Spy, Rainbow Dash, and Sniper as well.

Zecora was pouring her medicine directly into Rainbow Dash's eyes, Spy helping by holding the rainbow-maned pegasus's head still. Rainbow Dash winced, but she wasn't in pain.

"Tingles," she said.

Zecora smiled. "If it tingles it's working, that much is sure. You'll get your sight back, this trial short to endure," she said.

Rainbow Dash sighed. "I know you said that when it comes back, it'll be all at once, but wish I had some other sign that this was working," she said. "I don't like feeling so... helpless."

Sniper quirked an eyebrow, his wings flick-flicking now and then. "You're not helpless, Dasher. You just don't know how to use what you have yet. We couldn't do this last time because there was too much thunder, but in a couple weeks, there's another rain shower scheduled. I've got a little exercise for you that might help you realize that you're not as helpless as you think."

Rainbow Dash sighed. "If you say so," she said.

Sniper smiled. "Don't worry, sheila. You'll see soon enough that you've got a lot more going for you than you realize," he said, not realizing just WHAT he said until too late.

Rainbow Dash glared at him. Zecora gave him an incredulous look, Spy and Scout giving him amused ones.

"'I'll see,' huh?" Rainbow Dash said, allowing herself a smirk.

"Er... Figuratively speaking of course," he said, his wings flick-flicking as he grinned nervously.

Rainbow Dash chuckled. "It's fine, I know you weren't teasing. C'mon, let's get something to eat."

Scout shook his head at the two of them as they left. "For all his accuracy with his guns, sometimes that mook misses the mark completely with his words," he said. "Still, he's been doin' good keepin' Dash from mopin' about.

Spy rolled his eyes. "Meh. He annoys me at times, but I have to admit zat he can be counted on when it matters. I'm somewhat surprised, zough."

Scout blinked. "How do you figure?" he asked.

Spy quirked an eyebrow. "Well," he said, "I would have figured zat you would have befriended Rainbow Dash first, instead of Pinkie Pie."

Scout scoffed. "No way. You talked to her? She's mouthy, pushy, obnoxious, she's got an ego bigger than Heavy's fat ass, and why are you smiling at me like that?"

Spy chuckled. "No reason," he said. "Do you have a particular reason for being here?"

"I gots mail for the Z-babe," he said, taking a package out of his saddlebags.

Zecora, who had been cleaning up while the others were talking, smiled. "Ah, the roots and herbs I ordered have come at last! With these, many cleansing magic spells I can cast!" she said, taking the package and putting it up on the table.

"Your new job is working out, I take it?" Spy asked.

"Yeah," Scout said, nodding. "Derps' got a surprisin' amount of pull at the post office, so she was able to work me into a job." He smirked. "That means you, Mister Fancypants, are the only one of us without a job."

Zecora smirked. "Before you continue your mocking and rude chants, I'd like to point out there's somepony named Fancypants."

Scout stared at her incredulously. "Seriously?"

Spy shook his head, grinning. "Boy, you have no idea how unusual by our standards some of ze names here are," he said.

Zecora chuckled. "As for you, Spy, perhaps this you could try. With your talents in stealth and transformation, perhaps you'd do well in private investigation?" she suggested.

Spy looked thoughtful. "A rather interesting suggestion, Zecora my dear," he said, smiling.

Zecora blushed, grinning. Scout rolled his eyes. "Anyway, that was my last delivery for the day," he said. "I'm gonna check in with with Derps and call it a day."

"You do zat," Spy said. "I intend to do some 'investigating,' with this lovely zebra." Zecora blushed brightly at this.

"Get a room, geez," Scout muttered.

"We have one," Spy said. "Get out of it." He smirked, and added. "Unless of course, you wish to see me demonstrate some of ze techniques zat kept your mozzer so happy when we were togezzer."

"Aaaand, I'm out," Scout said, zipping out the door.

Zecora blushed, smiling. "He is immature, but really very nice," she started. "But you should not kid about indulging your vice."

Spy grinned lasciviously at her. "Who said I was kidding?" he asked.

Zecora's jaw dropped, her cheeks turning bright red. Despite herself, she found her heart racing at the suggestion, and not with fear. "I... ah..." she stammered, smiling. For the first time in ages, she found she couldn't come up with a rhyme. "While I appreciate the thought... We have not known each other that long..."

Spy nodded, his manner becoming still charming, but less flirty. "As you wish. A gentleman always respects a lady's desires. But I must confess, I am truly fascinated by you. You are ze first interesting woman I have met in a long time."

Zecora couldn't stop herself from grinning. "Was Scout's mother not as interesting?" she asked. "Did she not have that nebulous attractive ring?"

Spy sighed. "Truthfully, I did not date her for zat long. I tease Scout because it amuses me," he said, "but I could tell zat she was on the rebound when she was with me, as she had just finalized ze divorce from her abusive husband. She had strength, and a marvelous will, but no real fire. She was more determined to just survive, instead of actually live."

Zecora stared at him, pawing at the ground nervously. "The will to live... is what you feel in me? A fire in my soul that you can see?" she asked softly.

Spy smiled, an almost sad smile. "...Zecora. Ze will to live, to truly live, is more important zan anything else. Of the many women I have dated, you are the first one zat has shown me zat you have ze fire in you to do so much with your life beyond mere surviving. I find myself regretting zat you are not a native of my world."

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

In town...

Later...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Scout returned his mailbag and clocked out for the day, muttering to himself.

"Geez. Everyone fallin' in love with folks that ain't even from their own world, much less their species," he said. "Spy and Zecora, Sniper and Dash, Solly and Derps..." He glanced down, noticing Demoman talking and flirting with Berry Punch, the two of them sharing a bottle of scrumpy.

Scout gagged. "And now Demo and the booze chick," he said. "Now there's a match made in a distillery. Freakin' romance. Who needs it?"

He paused for a minute when he found himself thinking of Pinkie Pie the moment he mentioned romance. He shook his head, dismissing the thought. He headed over to Doctor Hooves's lab, where Twilight, the Doctor, Engineer, and Pyro were putting the finishing touches on a device that Pinkie was strapped into.

Pinkie waved cheerfully. "Hi Scout!"

Scout grinned. "Heya, Pinks. What's with the Frankenstein erector set?"

"If the bloody thing works," the Doctor said, "It'll be a dream suppressing machine." He scowled as he smacked a console, trying to get it to work, an unusual-looking tool in his mouth.

"For cryin' out loud, some of the junk in 2Fort works better," Engineer muttered from underneath the console he was working on. Twilight didn't have anything to say, grumbling as she worked on several calculations.

Pyro, meanwhile, just calmly sat off to one side, humming quietly. Scout stared at her, blinking.

"...So why are you here?" Scout asked after a long moment.

"I am the power source!" Pyro chirped happily. "I get to be helpful!"

Engineer, apparently finished with his rewiring work, came out from under the console. "Specifically, she's going to provide a surge of flames to power up the engine we've created," Engineer explained. "The heat from her magic fire will power the technological elements in the device, and allow it to work far better than it would with a conventional power source." He turned to Doctor Hooves and said, "I'm done on my end, you?"

Doctor Hooves nodded, and set down the odd tool. "I've finished recalibrating these circuits. They should work now."

Twilight nodded. "Okay, I know what I did wrong last time," she said. "With these new settings, and the repairs you've made, we should be able to get this prototype Dream Blocker to work out just fine."

Pinkie Pie frowned. "Are you sure this will work?" she said, looking at the device. Normally she didn't mind helping Twilight with her science-y stuff, but this was a little bigger than what she was used to. And she had been getting uncomfortable twinges she couldn't identify all day.

Engineer bit back a sudden urge to cackle and shout "I have no idea!" He had the odd feeling that Medic would take umbrage.

Twilight smiled, and said, "It should. If nothing else, I can guarantee that it won't hurt."

Pinkie Pie smiled, encouraged. "I know it won't, Twilight. I trust you," she said, giggling.

Twilight blushed a little. "Okay," she said, pressing a button and opening a large panel on the side of the machine. "We're just about ready." She turned to Pyro, and said, "Now, would you create a flame approximately 200 degrees Celsius in the power chamber, please?"

Pyro stared at her blankly.

"Enough to make friends with a full Heavy rush all at once," Engineer translated.

Pyro blinked, and grinned, nodding. "Okay!" She hopped over to the open panel, and concentrated, generating a massive wave of flame, spraying it into the machine. Devices whirred to life, collecting the flame and converting it to energy.

Doctor Hooves, Pinkie Pie, and Twilight stared at Engineer. He sighed. "There's a possibility that both us and the RED team are clones of missing or dead originals. We could use the Respawn device to make more of us. And sometimes, just for fun, one or both sides would send a full team consisting of just one of us. Nine Heavies, nine of me, nine of Scout..."

Scout chuckled. "Heh. Remember when RED tried a Spy rush and we sent out a Pyro rush to counter? Dat was hilarious," he said. "Probably the only time I wasn't creeped out by her."

Pinkie Pie grinned. "Wowzers! I wonder what it'd be like to have more of me wandering around? I'd bet we throw some great parties!" she said, giggling. Scout found himself grinning at that without understanding why.

Engineer gagged at the idea. Doctor Hooves cringed. "...Is it bad that I felt a chill like somepony walking over my grave just now?" the brown Earth pony asked.

Twilight shook her head. "You're not the only one," she muttered. She adored Pinkie, but the thought of more than one of her was terrifying.

After a few moments, the panel closed on its own, the device whirring to life completely. Pyro grinned. "Warm and toasty and ready to make marshmallows!" Pyro chirped.

Pinkie blinked. "You never said there'd be marshmallows, Twilight!" she said excitedly.

Scout nodded. "Dat sounds good, actually. Can I have mine in some hot chocolate?"

"...Now I actually want some marshmallows," Pyro said, giggling.

Doctor Hooves chuckled. Engineer and Twilight made identical groaning sounds. The lavender unicorn went over to the stairs. "Spike?" she said, calling out to her assistant.

"What's up, Twilight?" Spike called back. He would have normally been offended that Twilight chose Pyro over him to power the machine, but he always got nervous down in Twilight's lab and tried to avoid going down there if he could.

"Can you get three hot chocolates with marshmallows in them?" she asked.

Spike nodded. "Comin' right up!" he said.

Twilight sighed, smiling. "I don't know what I'd do without him sometimes,"

Doctor Hooves smiled sadly. "Pray you never have to find out," he said, reminded of the multitude of companions he has had and had lost over the years.

Twilight and the others noticed the Doctor's melancholy expression and decided not to press the issue. Twilight turned to Pinkie Pie, and said, "Now, to test it."

Pinkie Pie nodded. Then she blinked, realizing something. "Wait, if this is supposed to block dreams, then I have to be asleep, right? But I'm not sleepy at all! I mean, I had a nice long sleep last night, and I had a really nice dream about dancing cupcakes, and that dreamy Wonderbolt guy I met at your brother's wedding, and..."

"Pinkie Pie," Twilight said firmly, "do NOT go to sleep."

Everyone gave her a confused look. "Well, okay. But Twilight," Pinkie said, "I thought you want me to go to..."

Pinkie Pie fell asleep in an instant, curled up on the floor and making cute snoring noises. Twilight smirked.

Doctor Hooves grinned. "Interesting," he said.

Engineer stared. "How..."

"Remind me after this test to show you my thesis on cartoon physics. Part of it covers reverse psychology," Twilight smiled.

"That made no sense and I love it," Scout said.

Pyro just quirked her head to the side. She didn't understand what was going on, but she'd go along with whatever Engineer wanted.

Twilight sighed, and activated the machine. "Here we go..." she said. "Pinkie tells me she had dreams every time she goes to sleep. If we're lucky, this will allow us to regulate the mental and physical fluctuations that cause the dreams. After that, it should be a rather simple matter to scale the machine down."

The machine whirred to life, hmming softly. Pinkie Pie twitched once in her sleep, but did nothing otherwise. After a few minutes of nothing happening, Pinkie showing no signs of transitioning to REM sleep, the confidence of the scientists began to grow.

And then Pyro seemed startled by something.

"Oh! Why, hello Mister Balloonicorn!" she said, turning to something that only she could see. "What brings you here? I'm sorry we haven't talk today, but I've been busy helping Miss Twilight and Doctor Hooves with this experime..." She blinked. Twilight and Engineer traded worried looks.

"...Pinkie is where?" Pyro asked, confused. "...She's in PYROLAND?!" she shrieked, her voice becoming terrified. "Where... Where is she? Is Pinkie with... with her?"

"Who's her?" Doctor Hooves asked, confused. "And what's Pyroland?"

"I don't know, she's never told us, and I'll explain Pyroland later," Engineer said, keeping a worried eye on Pyro, who had a frightened expression on her face.

Twilight blinked, a chilling realization coming to her. "Wait... If Pinkie's in Pyroland... Then... then who's in Pinkie?"

Everyone turned to Pinkie Pie's sleeping form. Only instead of sleeping, she was smiling, a cold, cruel smile. Her colors had faded slightly, and her mane and tail were straight and flowing, her eyes narrowed.

The monitors on the device flickered, all of the images on them being replaced by Slendermane's symbol.

"Well, this can't be good," Doctor Hooves understated, something about the symbol filling him with tremendous fear.

"Hot chocolate and marshmallows coming up!" Spike said cheerfully, starting to open the door.

Twilight paled. "Spike, stay upstairs for a few minutes!" she shouted.

Spike blinked. "What? But why?"

"JUST DO IT!" Twilight shouted.

Spike groused. "Fine, fine... The chocolate will get cold, though..." he muttered, closing the door.

The not-Pinkie grinned wickedly. "Good advice," she said, her voice cold and cruel. "You never know what will happen."

"Who are you?" Engineer demanded.

"Get out of Pinkie so she can get out of Pyroland!" Pyro shrieked, terrified.

The not-Pinkie stood up, stretching and removing the devices attached to her. "Who am I? For simplicity's sake, just call me Pinkamena. I'm here as... a representative. As for Pinkie... Don't worry. We still need you nine relatively intact... For now. Mariko's psychosis was the safest place to put her while I'm borrowing her body. "

"YOU LEAVE HER OUT OF THIS!" Pyro shrieked fearfully, Engineer giving her a stunned look. "SHE'S SAFE! SHE HAS NOTHING TO DO WITH YOU!"

Pinkamena chuckled. "And then there's you BLUs. The Lost Soul of Fire, the Chattering Clown, and the Angel-Hearted Builder," she said. "We don't know how you came here, but I'd advise keeping out of this and getting back to your world as soon as possible. It will be... unpleasant for you if you stay."

Engineer scowled. "You're hurtin' innocents. And we have a contract to fulfill," he said. "We're not leavin' until your master is stopped."

"Many have tried," Pinkamena said. "All of them have died gibbering, mad wreckages, their souls shattered beyond repair. HE is eternal."

"Sometimes eternity can be the cruelest of fates," Doctor Hooves said coldly, "I've certainly consigned a few so-called 'eternals' to them."

Pinkamena smirked at him. "Valeyard," he said, the Doctor jolting as if struck, "You're a non-factor in this. Our master knows of you... knows the things you have done in all of your lives... and HE IS NOT AFRAID OF YOU."

Well, so much for cashing in on my reputation, Doctor Hooves thought, cursing his arrogance for expecting everything that knew about him to fear him.

Twilight glared at him, her horn flaring. "I don't know who you are or what you want," she said. "But we will defeat you." She deliberately made the glow from her horn bright, almost blinding. Scout took the hint and began slowly moving behind Pinkamena, using the light from Twilight's horn to hide himself. "We didn't back down from Discord, from Queen Chrysalis, from Nightmare Moon, and we triumphed against all of them. This will be no different."

Pinkamena smirked. "So you were able to save those children kidnapped in Canterlot?" she teased, Twilight flinching.

Pyro tried to charge, desperate to force Pinkamena to get Pinkie out of Pyroland, but Engie held her back. "Not yet..." he hissed.

"But," she started.

"NOT YET," he snarled.

Twilight hesitated, and said, "Everything you do to innocent ponies means we come down on you harder. We will win, Pinkamena."

Pinkamena seemed to consider this, and nodded. "True. You heroic types do have an... irritating tendency to come out on top when all odds are against you," she conceded. "But the question is: how much of you will be left intact if you do triumph? By the way, I CAN SEE YOU, CHATTERING CLOWN."

Scout froze, and came out of the shadows. "Well, so much for that. I prefer bonkin' assholes like you where you can see me."

Pinkamena smirked. "You'd fight your friend?"

"Ta free her of you?" Scout said, without an ounce of hesitation, "No problem. You forget, punk. Me, the fireball, and Engie over there? We's killers. We've ended lives without losin' a wink of sleep. We actually mean it when we say that we will do whatever it takes to stop you."

Pinkamena laughed, a bone-chilling chuckle that was so unlike Pinkie Pie's joyful giggle that it sent chills down their spines.

"All right, I can respect that," Pinkamena said. "It will do you no good, though."

Scout blinked. "Whattaya mean?" he said.

"The dreams cannot be stopped. Not by magic, not by science, not by anything. The melody of suffering has begun, and those most loyal will pay a hefty price for it," Pinkamena said. Her eyes rolled back into her head and she let out a blood-curdling scream, the dream blocking device shattering into a thousand pieces. She then fainted, her colors returning to normal and her hair poofing back to its normal frizziness.

Pinkamena was gone. Pinkie Pie had returned. She yawned, and slowly came awake, smiling. "Wow... Guess the dream thingie didn't work?"

The same thought passed through all their minds, even Pyro's fear addled one. She doesn't need to know what happened. "Nah," Scout said, smiling casually. "Guess it didn't. Whatcha dream about?"

Pinkie giggled. "It was a really fun place! There were lollipops growing out of the ground, and balloon animals everywhere, and giant snacks that rained from the sky... it was great!" She paused, and added, "There was this one little filly, though... She looked kinda like you, Pyro!"

Pyro forced herself to smile. "O-Oh?"

Pinkie Pie nodded. "Yeah. She looked exactly like you, in fact. Except she was really scared, and seemed so sad!" She giggled. "But I made friends with her, and sung her my 'Smile Smile Smile' song... Twilight, you remember that one, right?"

Twilight nodded, smiling. "That's one of my favorites," she said.

Pinkie Pie giggled. "Yeah, mine too! I sang her that song, and she seemed to perk up a lot! She still seemed kinda sad, though. I wanted to throw her a party, but I woke up before I could."

Pyro seemed visibly shaken. "I... I need to be alone right now..."

Engineer stepped towards her. "Pyro..."

"Engie, PLEASE..." she begged, giving him a pained, frightened look, tears in her eyes. He nodded slowly and backed off, letting her leave the room. Spike, curious, came down after she left.

"So..." he started, seeing the wreckage of the machine. "Didn't work?"

"Whaddaya think?" Scout muttered.

Spike shrugged. "Anyone still want this chocolate? It's not as hot, but it should still be good."

Pinkie giggled, and took hers. Scout fumbled with his for a moment, before Spike set it on a nearby table, having anticipated it and brought a straw for him. Twilight took Pyro's abandoned one, sipping with a thoughtful expression on her face.

"Anything else?" Spike added. "I got my chores done and wanted to go visit Rarity."

Twilight nodded. "Go ahead, Spike," she said. The little dragon grinned and ran off, leaving the scientists, the party pony, and the speedster by themselves.

There was an uncomfortable silence for a long moment, Pinkie Pie looking around worriedly, wondering what did actually happen while she was asleep. Scout finally said, "Okay, that's enough o' that. Pinks, you wanna go get a snack?"

Pinkie giggled. "Sure!" she said, bouncing up the stairs, Scout following.

The three scientists sighed, glad to see them leave so they could discuss things privately.

"'Valeyard?'" Engineer asked.

Doctor Hooves sighed. "An old, bad memory from a previous incarnation. As for what else she said... I... have something of a reputation amongst hostile-to-innocents alien races and demonic spirits. They're... somewhat terrified of me. If the creature is aware of me any everything I've done and is unafraid, though, then I may not be as much help as I originally thought."

Twilight sighed, her face holding a weary expression, sipping her chocolate. "Any help you could give us we'd be grateful for... I have a feeling this is going to get much worse before it gets better..."

And then the music started...

Hush child,

The darkness will rise from the deep

And

Carry you down in to sleep

Child

Darkness will rise from the deep

And

Carry you down in to sleep

"What in blazes?" Engineer said, looking around for the source of the music, which seemed to fill the air in all directions.

Twilight's ears folded back in nervousness. "This doesn't seem like someone's musical number..."

Doctor Hooves frowned, looking around in confusion. And then he remembered something. "The melody of suffering..."

Engineer and Twilight looked at him in alarm. "This is an attack," Engineer said, realizing.

"Yes, but on who?" Doctor Hooves asked.

Twilight thought about what Pinkamena had said. "Those most loyal..." she said. Then she gasped. "We need to find Rainbow Dash!"

They ran upstairs, only to find Spike collapsed in the kitchen, shivering in fear. "Twilight?" he said, curled up in a terrified ball. "What... What's going on?"

"Spike... Spike what is it?" Twilight said, hugging her assistant close.

The young dragon curled into a ball, shivering fearfully. "The song... the SONG!" he whimpered. "Make it stop, Twilight!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Elsewhere...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Scout shook his head. "Things is getting' weirder and weirder," he muttered.

Pinkie Pie bounced alongside him, worried. "I still wonder why that filly in Pyroland was so sad," she said. "She seemed so... scared, too."

Scout frowned. "...There's a lot we don't know about Pyro. I think there's a lot Engie doesn't know about her, and he knows her better than any of us."

Pinkie Pie pouted. "Well, that's just silly," she said. "She's your friend, right?"

Scout hesitated. "Honestly, Pinks, I don't know if any of us qualify as friends, except maybe Pyro and Engie," he said after a long moment. "We work together well enough in battle, but we're always yellin' and fussin' at each other. Sometimes I just wanna bonk all those losers and call it a day, too."

Pinkie Pie giggled. "Silly. That's normal for friends! Sometimes, even I get mad at my friends."

Scout blinked. "You? Mad?" he said, smirking. "Nah, I don't see it."

Pinkie Pie nodded insistently. "It's true!" she said. "I mean, Twilight's always so obsessed with work and fussing over the details, Rarity can be such a drama queen at times and is way too obsessed with being clean, Applejack needs to learn to relax more, Rainbow Dash can be a jerk sometimes, Fluttershy is..." She hesitated, pausing in mid-bounce. "Well, you've met her. I don't really like saying bad things about her, 'cause she's so nice." She continued bouncing. "And I told you about my little breakdown on my birthday..."

Scout smiled, but didn't say anything.

Pinkie Pie sighed. "And... And there was one time that Applejack ran off because she was ashamed of something and didn't want to tell us... She made a Pinkie Promise to tell us what was wrong, and then she ran off!" She groused. "You're not supposed to break a Pinkie Promise! That's just rude/"

Scout gave her a curious look as they walked. "What is a Pinkie Promise, anyway? You've mentioned it before."

Pinkie grinned. "It's the biggest, most importantest promise that you can make! An unbreakable vow of friendship and a guarantee that you will follow through!" she said, trying for a solemn tone and failing miserably. "To make one, you say, and this is very important so remember to look at this paragraph later, say 'Cross my heart and hope to fly, stick a cupcake in my eye.' And do this gesture, too," she explained, crossing her heart with her hooves and covering one closed eye with a hoof.

Scout chuckled, nodding. "I gotcha, Pinks," he said.

Pinkie grinned, blushing. For some reason that she couldn't figure out, she really liked it when he called her 'Pinks.' "Anyway," she finished, "What I'm getting at is that you nine couldn't work together as well as you do if you weren't friends. I mean, you do stuff together besides fighting, right?"

Scout stroked his chin thoughtfully as he floated alongside the bouncing Earth pony. "Hmmm... Yeah, I guess we do. Solly started goin' to gun shows with our team's Demoman after the Administrator turned he and RED Demoman against each other. Real shame about that, they used to be good buddies."

Pinkie gasped. "Wait, this Administrator lady, she turned friends against each other?!"

Scout rolled his eyes. "Oh yeah. She's a real winner, that one," he said. "She takes 'evil bitch' as a compliment, has openly declared she hates us all, and despises friendships of any kind. It's a wonder her assistant Miss Pauling has stayed with her as long as she had."

Pinkie shook her head, shocked. "She sounds like a big ol' stinky meanie of a meanie-pants," she said. "I don't like her one bit. I don't think I'd ever throw a party for her, and I threw a party for that meanie Gilda after she scared Fluttershy."

A universe away, the Administrator felt like someone had just payed her a sublime compliment. She treated herself to one of her finer cigars as a reward.

Scout chuckled. "Good. Don't waste your party supplies on someone like that, ever," he said. "Instead, throw a party for ME! 'Cause I'm awesome."

Pinkie Pie giggled. "Well, you never know. I just may do that," she said, winking at Scout, who blushed.

At which point she tripped in midair.

Scout flew over to check on her. "What happened? You okay?"

Pinkie Pie winced, staring at her knee in fright. "Pinchy knee..." she said softly.

Scout blinked, his eyes widening. The last time Pinkie Pie had a pinchy knee, everypony in town was turned into zombies.

And then they noticed the music.

Loyalty

Loyalty

Loyalty

Only to me

Loyalty

Loyalty

Loyalty

Only to me

"What is this!?" said a frightened voice.

Pinkie and Scout turned, only to see Rainbow Dash and Sniper looking around fearfully, absolute terror in their eyes as they looked around frantically.

"Hey yo, Snipes," Scout called out. "What's up?"

"The song," Sniper said, his voice tense, his wings flick-flicking nervously. "Can't you hear it? This bloody SONG!"

Scout stared, worried. Sniper had NEVER sounded this frightened before in his life. Even the Horseless Headless Horsemann and Monoculus didn't phase him this much.

"Make it stop," Rainbow Dash pleaded, cursing her lack of vision. Her heart was pounding in her chest as she looked around frantically for the source of the music, which was coming from all directions.

"I don't like it," Sniper hissed. "I DON'T BLOODY LIKE IT!"

Pinkie Pie went over to Rainbow Dash, hugging her tightly. "It's just music, Rainbow Dash," she said, "It can't hurt you!"

Rainbow Dash whimpered. "It isn't just music..." she said. "Please, Pinkie, make it go away!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Bon Bon's Confectionery Delights...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Guileless son

I'll shape your belief

And you'll always know

That your father's a thief

And you won't understand

Because of your grief

But you'll always follow

The voices beneath

"Bon Bon," Lyra said, shivering in terror, "Bon Bon, what's going on?!" Tears were in her eyes as she cuddled up close to her marefriend, looking around frantically.

The cream-colored Earth pony didn't understand why Lyra was so afraid. She just knew that the love of her life was scared. And to her endless frustration, she had no idea how to comfort her.

"It'll be okay, Lyra," she said. "It's just music, you know? Like what you make on your lyre?" She smiled weakly.

Lyra shook her head. "It's different..." she whispered. "It's different! MAKE IT GO IT AWAY!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Midtown...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Loyalty

Loyalty

Loyalty

Only to me

Loyalty

Loyalty

Loyalty

Only to me

"Blasted music," Harbinger said, looking around frantically. "Where in Tartarus is it coming from?"

Barricade stared at her co-Captain worriedly. The moment the music started, he had grown increasingly agitated. "Calm down," he said. "We'll get to Twilight. We can get her to pinpoint the source of this with a locator spell."

"We need to silence this," Harbinger said, his head darting back and forth, breathing heavily. "We need to silence this damnable melody quickly..."

Barricade's eyes narrowed. He's not just agitated... He's afraid... But how can that be? How could a mere song terrify the Swift Lightning?

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Canterlot...

Fancypants Estate...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Guileless son

Your spirit will hate her

The flower that married

My brother the traitor

And you will expose

His puppet behavior

For you are the proof

Of how he betrayed

Her loyalty

Fancypants frowned as the song permeated the air. The business-stallion stroked his chin thoughtfully, trying to determine where the source of the song was. The problem was, it seemed to come from everywhere at once. And he didn't know any magic to try and pinpoint it.

"All the magical schooling money can buy," he muttered, "and they never teach me a locator spell."

"Fancy?" whimpered a voice from behind him.

Fancypants turned, smiling at the sound of his wife's voice... and gasped.

Fleur was sobbing, looking around fearfully. "Where... Where is the music coming from, Fancy?" she whimpered. "Where is it coming from?"

Fancypants hugged her tightly. "I don't know," he said. "But whatever it is, I swear that I will protect you from it."

Strong words... he thought. But I don't even know where to begin... All he could do was hold her and try to comfort her.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Ponyville...

Rich Estate...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Loyalty

Loyalty

Loyalty

Only to me

Loyalty

Loyalty

Loyalty

Only to me

"Hnh..." Diamond Tiara said, staring up at the sky as the music filled it. "Catchy tune."

Filthy Rich frowned. "It doesn't seem like anyone's musical number, though... Far too grim..."

Diamond Tiara rolled her eyes. "Oh, who knows what the common ponies do sometimes?" she said, waving dismissively. "For all we know, Celestia's pet hornhead cast a music spell that went wrong."

Filthy Rich glared at her. "Mind your tone," he said. "You know I don't like that way of thinking, Diamond. And besides, Twilight and her friends have done a great deal for Ponyville, as well as Equestria as a whole."

Diamond sighed. "I know, I know..." she muttered. "Sorry, Daddy." Even she had to acknowledge Twilight's heroics.

That didn't mean she had to LIKE her.

She sighed, and turned to talk to Silver Spoon. To her surprise, her best friend had vanished. "Silver?" Diamond called out, annoyed, "Where are you?"

She heard a whimpering nearby, and followed the sound, finding Silver hiding underneath a flower bush.

"Hey," Diamond said. "What in Equestria are you doing under there?"

"Don't you hear it?" Silver Spoon said, the young filly crying in fright. "Can't you hear what that song IS?!"

Diamond blinked. "Hey... Hey, it's gonna be okay!" she said, crawling underneath the bush to comfort her longtime friend.

"No it's won't!" Silver Spoon whimpered. "Not until the song goes away!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Canterlot Castle...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Hush child

The darkness will rise from the deep

And

Carry you down in to sleep

Child

Darkness will rise from the deep

And

Carry you down in to sleep

Celestia stared into the sky worriedly. First the visions, and now this song? She tried to locate the source, her horn glowing softly as she focused her magic, casting out her senses across the world.

But there was nothing. As far as she could tell, the magic was coming from everywhere and nowhere.

She scowled. "As if I didn't have enough problems," she said, coughing.

"T-Tia?" said Luna. Celestia turned, and gasped.

Luna stood there, the normally majestic alicorn shivering in fright, tears flowing down her face, her wings curled around herself protectively. "Please... T-Tia... Make the song stop! Make the song stop!"

Celestia hugged her sobbing sister tightly. She looked around, starting to cast her locator spell again...

...when she saw Slendermane standing on a nearby parapet. The creature had no face, and showed no emotion, but to the sun princess's addled mind, Slendermane was smiling at her.

A cold fury overtook her, and she fired a powerful magical blast at the parapet. The parapet crumbled, Slendermane vanishing as if he wasn't even there.

"Damn you!" Celestia snarled as she cradled her whimpering, terrified sister. "I won't let you! Whatever it takes, I swear on all I hold holy that I won't let you hurt my sister any more!"

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

All across Equestria...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Loyalty

Loyalty

Loyalty

Only to me

Loyalty

Loyalty

Loyalty

Only to me

In Sweet Apple Acres, Applejack found Winona curled up and whimpering under her bed, terrified of the music.

Across town in Ponyville, Pipsqueak's parents hugged their son tightly as he shivered in fear from the sound permeating the air.

At their shop, Daisy and Rose did their best to calm down Lily, who was screaming and sobbing in fear from the music.

In her office, Mayor Mare clutched her lead pipe tightly, looking around frantically, tears streaming down her face as she tried to find the source of the music.

In Griffhala on the borders of Equestria, Gilda could only watch helplessly as her father flew about wildly, screaming, crying, and begging the music to stop.

In Manehatten, Mitta watched helplessly as ponies suffered, cowering from the song as family and friends did what they could to comfort their loved ones.

In Cloudsdale, Spitfire did what she could to comfort Soarin' and Fleetfoot, who were left nearly catatonic with fright because of the music.

In his prison, Discord laughed in delight at the growing chaos, singing along with the music.

And in a hidden place, Masky Pegasus was pleased at how his plan was proceeding.

TO BE CONTINUED...