Waking Nightmares

by Jonathan "KnightMysterio" Spires

Chapter 12: Melody of Agony – Part 2

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

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Books and Branches Library...

Ponyville...

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The song ended, but those afflicted still were unable to be calmed down fully. Spike wouldn't leave Twilight's side as she tried spell after spell to try and locate the source of the music, to no avail. To her dismay, her hastily written letter to Princess Celestia had yielded no results, as she had been unable to locate the source of the spell either.

"This is beyond frustrating," Rarity said, staring worriedly at Spike, the young dragon shivering fearfully. "If even the princess cannot locate the source of the music..."

Twilight shook her head. "There has to be a way to find the source" she said. "Something I or everypony else that's tried has missed."

Zecora simply stood off to one side, looking thoughtful. "...A way of helping, I think I can, create with only the slightest plan," she said.

Everyone stared at her. "Can you cure it?" Applejack said, frantic with worry. Both Winona and Apple Bloom had both been affected by the song, leaving them barely able to function.

"Can I cure it? No, I cannot. But perhaps the pain I can slow to a trot..." Zecora said, shaking her head.

Applejack looked doubtful.

"My knowledge is real, my purpose is just," Zecora insisted, "All I ask from you is trust..."

Applejack frowned, looking over towards Sweet Apple Acres, where she had left Big Macintosh to take care of her ailing sister and family pet. She sighed. "All right..." she said. "Ah trust you, Zecora."

"I promise I will not let you down," Zecora said, smiling, "I will do what I can to reverse your frown."

"Spah, go with her," Engineer said, having walked in just as Zecora made her offer. Spy appeared out of the shadows, startling the gathered ponies save for Engineer. "You've been in Everfree more than any of us, so you're th'best qualified to watch her back."

"Understood," he said, smiling and gesturing grandly to Zecora. "Shall me, my dear?"

Zecora nodded, too distracted by her worry for her friends to notice Spy's attempts at flirting. Unoffended and understanding perfectly, Spy followed her out, taking to the air.

"How's Sniper doing, Engineer?" Rarity asked.

"If it's anything like me," Rainbow Dash muttered from the couch she was laying on, "Then it's not very good..." She laughed, the laughter turning into a sob. "Oh Celestia... That song..."

Spike shivered. "Don't talk about it, please..." he whimpered, clutching to Twilight.

"I never want to hear it again," Rainbow Dash whimpered. Fluttershy gently stroked her head, holding Rainbow Dash in her lap, humming softly. She couldn't bring herself to sing her usual lullaby yet, though...

Engineer shook his head. "He's walkin' again, and that's about it," he said. "Still majorly shook up. And judging from everypony's looks in here, y'all ain't found any results either."

Twilight shook her head. "No... The most I've been able to discover is that everypony that's affected is known for their loyalty in some way, possibly to the point of having a connection to the Element itself... Rainbow Dash for obvious reaosns, Harbinger, Lyra, Mrs. Cake, Spike..." She paused, closing her eyes, trying to force herself not to cry at her inability to help her trusted assistant. She took a deep breath and calmed herself, saying, "Right now, our best option is trying to find the one responsible for everything, whomever the new Nightmare is, and try to restore them."

"Do we even know if it is a Nightmare?" Applejack said, frustrated and pacing.

Engineer grimaced. "Considering the theme of the past few weeks..."

Applejack sighed, going to sit down near Rainbow Dash. Engineer frowned. "Ah'm gonna go check on Doctor Hooves," he said. "He's working on his own answer to this."

There were vague nods and affirmative sounds from the gathering of mares, trotting outside. To his surprise, he found Sniper staggering towards the library, a worried Demoman following him.

"Sniper, you need to rest," Engineer said.

Sniper shook his head. "Gotta check on Dasher," he said, his eyes darting back and forth. "Promised to stay with her."

"Ye cannae help her if you're downed," Demoman said. "And yuir on the bloody verge anyway."

Sniper shook his head. "Promised I'd look after her," he said. "I don't back down on a promise."

Engineer just sighed. "Just... take care of yourself," he said.

Sniper nodded. He shivered. "Take care of that bloody song soon, mates..." he said, shivering. "I don't know if I can take it any more..."

Demoman and Engineer traded worried looks. Sniper just shuddered, and staggered over to the library, Demoman following him. Engineer scowled, wishing he could figure out something he could due to help. But, and he hated to admit this to himself, this was far out of his league.

He wished he knew why they had been called here. Maybe if they had a clue...

"You okay?" said a voice, startling Engineer.

He quickly recovered himself and turned, noticing Carrot Cake standing near hum. "Yeah, yeah, ah'm fine. How's Mrs. Cake doing?"

Carrot smiled weakly. "She's doing better. Sort of... She's not hurting as badly anymore..." he said.

Engineer nodded. "Our others are doing better as well," he said. "We're still nowhere on finding an answer for all this, though..."

Carrot nodded. He hesitated, looking away. Engineer gave him a curious look. "Anything wrong?"

Carrot shook his head. "It's just... for a while, after the kids were born... Because neither of them were Earth ponies, I thought..." He cringed, unable to finish the thought.

Engineer nodded, understanding. "You thought she was unfaithful..." he said softly.

Carrot nodded. "I... I put it out of my head, not wanting to believe it... And then this happens, and I overhear Pinkie Pie and that Scout person saying that this happening to ponies known for being loyal... and I..." Tears began flowing down his face. "The first... the first thing I felt... was relief! Relief that she had been faithful!" He broke down, sobbing. "Oh Celestia help me, what kind of husband am I?"

Engineer put a hoof on his shoulder. "Pardner, you're one of the best kinds of husband. You doubted, but you stayed by her no matter what."

Carrot Cake shook his head. "It's just..."

Engineer stopped him. "You're a better man than you think you are, Carrot Cake. Y'all have a good woman, far better than mah own wife.""

Carrot Cake stared at him, confused. "What do you mean?"

Engineer sighed. "Mah wife, Irene... She married me because of mah smarts, and the money she thought ah could make off of them, nothing more. When ah showed no real ambition, no desire to sell mah designs to the military for a profit... She left me. Took my daughter, Krista, and slept around with the right judges so that ah lost all custody of her."

Carrot Cake gasped. "By Celestia's horn..."

Engineer smiled weakly. "Cup Cake... She's a good woman. You treasure her, protect her. And protect those two foals of yours."

Carrot Cake smiled. "If... If you ever want to get together sometime, have coffee..."

Engineer smiled. "Ah'd like that," he said. Carrot Cake patted him on the shoulder, he and Engineer going their separate ways. As he turned to leave, though, something began speaking to him.

Find the lady of nightmares... whispered a voice in his head. Engineer looked around frantically, trying to find the source of of the voice.

Dark Element of Generosity...whispered the voice. Once all nine gateways are open, shall the lady of nightmares rise.

"Who are you!?"Engineer demanded.

I am the Dark Side of Harmony... said the voice. I am the reason you are here...

Engineer's blood ran cold. His mind suddenly flashed to the day he and the others were brought here. A wave of darkness had engulfed them, submerging them in cold and shadows. But now he saw it, a swirl of seven dark colors lancing down, engulfing them all and drawing them into the air.

"A rainbow of darkness..." Engineer said softly. "THE rainbow of darkness..."

The lady of nightmares must awaken... The nine gateways must be open... For if night does not fall, then the twisted sun shall rise...

"What do you mean?" Engineer said. "Ah don't understand!"

The Valeyard must not become involved. He shall only make things worse...

Engineer blinked. "Valeyard... the Doctor?" he said, remembering what the Pinkamena thing had said. "How? What are you talking about?"

The melody must be silenced, so that the gates will be opened... When she who lives anew is found, the key to silencing the music shall be unveiled...

Engineer blinked, confused for a moment. "'She who lives again...'" he said softly, stroking his chin thoughtfully. His eyes then widened beneath his goggles. "MITTA..."

He quickly ran back to Twilight, Demoman and Sniper looking at him in confusion. "Twilight... I have an idea. Try and locate where Mitta is right now," Engineer said.

Twilight blinked. "She's in Manehattan. She wrote us from there a week ago, remember?"

Engineer shook his head. "Ah know this sounds crazy, but ah think she's the way we'll find out about what's going on!"

Twilight frowned, and pulled out a map. She concentrated, a glowing magical marker emerging from her horn and landing on the spot where Mitta was at the time.

Engineer tapped the spot assuredly. "...That's it. We need to find a way to contact her somehow."

Twilight shook her head. "I'm not going to have Spike send a letter out like this," she said firmly.

Engineer looked thoughtful. "We need to get to her somehow," he said.

The other ponies save for Rainbow Dash traded concerned looks. "Why do you need Mitta?" Fluttershy asked in her soft, gentle voice.

"You onto something, Truckie?" Sniper asked, standing shakily near Rainbow Dash's couch.

Engineer shook his head. "Ah... Ah know this sounds nuts, but ah just got contacted by... by SOMETHING... Something that said it was the force that brought us here, called itself the Dark Side of Harmony... Said that 'she who lives again' would be the key to stopping this... It made me have a flashback to when we was taken, and ah saw what it that took us... it was a rainbow of darkness..."

Sniper shook his head. "...A rainbow... of darkness?" he said, trying to remember.

Twilight looked thoughtful for a moment, and then began searching through her books. Trixie snorted. "Why does it not surprise Trixie that you'd know about some obscure magical reference?"

"Well, she is the premier nerd in Ponyville..." Rainbow Dash managed to joke, chuckling weakly. Fluttershy, Applejack, Rarity, and Pinkie Pie traded relieved looks, glad that Rainbow Dash was feeling well enough to tease.

Twilight pulled out a tome buried at the top of a top shelf and began flipping through it, pausing when she came to the right entry.

"The Rainbow of Darkness," she read. "The Dark Side of Harmony. In all things, there is both good and evil. Light and Darkness. Order and Chaos. Life and Death. One cannot exist without the other, so to is it with the Rainbow of Light and Rainbow of Darkness. The Rainbow of Darkness is the manifestation of this dark side,

"Wait a minute," Applejack said, "Discord threw around chaos like it was gravel. He didn't want nothin' to do with harmony."

Trixie quirked an eyebrow. "Discord was a spirit of DISharmony. Order or Chaos taken to extremes disrupts Harmony completely. Discord, as we all well know, decided to play with Chaos," she said. "And honestly, Trixie does not envy the fact that you faced him down personally."

Rarity poked her, smirking. "Keep in mind, oh great and powerful one," she teased, "that you're an Element of Harmony yourself."

"Yeah," Pinkie Pie chimed in. "And who knows? You may have to face down something just as bad."

A dismayed look came to Trixie's face.

Twilight, ignoring them, continued. "The Rainbow of Darkness once existed in perfect harmony with the Rainbow of Light. But the greater demon Tirek seized control of it a hundred years before the dark reign of Discord. Its power was corrupted, and thought lost for ages. Researchers believe, however, that the Rainbow of Darkness may have simply retreated somehow, gone into dormancy to purge itself of the corruption Tirek inflicted on it."

Demoman frowned. "...So this rainbow thing is whut grabbed us?" he asked.

Engineer shook his head, pacing back and forth. "Ah... Ah don't know. Ah just know what I saw."

Twilight closed the book. "Engineer, this is important. What else did the voice that contacted you say?"

Before he could say anything, however, the song began again.

And it was louder.

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

Spike, Rainbow Dash, and Sniper suddenly collapsed, their faces frozen in silent, agonized screams

"No..." Pinkie said softly, everypony rushing to the side of their comrades. The expressions frozen on their faces was horrifying, a mask of sheer, unadulterated pain.

And as they watched, blood began to run from their eyes.

"Damn it, damn it, DAMN IT!" Engineer said. "Everypony, help me get them to the hospital!"

Twilight hastily crafted gurneys using spare materials from her storage room, including broomsticks and blankets. With Rarity and Engineer's help in levitation, they carried them out and started running for the hospital, encountering others along the way, including Barricade with a limp Harbinger draped over her back.

"Everyone went down at once," she said, worried.

"Ah... Ah gotta check on my sister," Applejack said, running off for Sweet Apple Acres. Her heart was pounding, whether from fear or growing anger, she couldn't tell. But she knew that she hated feeling this helpless. She wanted to become AppleDemo again, and shove grenades down the throat of whomever was responsible for this.

Kablooie, she thought, her voice in her head holding Demoman's accent. It was... strangely satisfying.

They met Medic and Heavy outside, coordinating patients being brought in.

"Dummkopf," Medic muttered, glaring at Sniper's prone form. "Bring zhem inside," he said. "Ve are administering painkillers as best ve can, but I do not zink zhey are having un affect..."

Engineer nodded, he, Rarity, and Twilight bringing them inside, setting them up on the beds that were being hastily set up by the nurses.

"This is madness," Trixie said softly, glaring up at the sky. "How do we fight something if we can't even tell where it is coming from?"

"I don't know..." Engineer said, looking over the near sea of downed ponies and animals. Derpy was crying over her eldest daughter, Sparkler. Diamond Tiara was standing near Silver Spoon's prone form, a disturbed expression on her face. Applejack and Big Macintosh came in next, carting Apple Bloom and Winona, the other Cutie Mark Crusaders following behind them. Soldier and Pyro, just arrived, were helping bring in others. "I just don't god damned KNOW!"

Demoman had a thoughtful look on his face. "...Medic, lad, why not try yuir heealing beam on them? It's certainly kept us from hurtin' when facin' down a chargin' RED Heavy."

Medic scowled. "Ze circumstances are entirely different, Demoman. Zis magically-induced pain transferred through a spell," he said. He turned to Sniper, a thoughtful expression on his face. "But it is vorth a shot..."

He motioned for everypony to stand back. He concentrated, a gentle blue swirl of magic forming around his horn, energy bubbles in the shape of blue crosses coming from the aura. The aura snaked out, attaching itself to Sniper...

...and Medic let out a bloodcurdling scream of pain, collapsing, an expression of sure suffering on his face similar to all of the victimized ponies.

"DOCTOR!" Heavy bellowed, picking up the prone physician. Medic came alive with a start, pushing away Heavy, staggering back, running his hooves over his body frantically and babbling incoherently.

"Doctor," Heavy rumbled, "What happened?"

"Mein Gott, ze PAIN..." Medic said. "Such terrible pain..." He laughed madly. "Oh, if only I could learn how to inflict zat myself, I vould be SUCH a happy sadist!" he cackled, the laughter dissolving into sobs as he collapsed in Heavy's forelimbs.

"Doc, what's going on?" Engineer demanded.

Medic shivered. "Ze pain... It is unlike anyzing I have ever encountered before... Und it is getting vorse..."

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2Fort...

Human universe...

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Nine mercenaries clad in red stood around a single spot, just outside the entrance to the BLU intelligence room.

"...This is where they vanished?" RED Engineer said thoughtfully.

RED Spy nodded. "Heavy, Medic, Scout, Pyro, Demoman and I saw it happen. Ze rainbow of darkness, it came out of nowhere, and engulfed ze entire BLU team, carrying them away."

RED Engineer stared at the spot, which still bore a strange series of grooves in the ground, as if carved by a blade. He studied it for a few moments, and sighed.

"Ah guess we'll have to wait until Merasmus gets in contact with us," he said. "Ah don't know a danged thing about magic."

RED Demoman shook his head, idly sipping from his Scrumpy bottle. "Ah wish aye could help, but me expertise is more in magical creatures than magic itself."

RED Spy shook his head, flicking open his cigarette case to light a new cigarette, when he noticed that RED Sniper seemed uncomfortable. "...Are you all right?"

RED Sniper shook his head, trying to clear it. "Did... Did they leave a radio on or something?"

The other REDs looked around in confusion, none of them hearing anything except the whirring of power sources. "No..." RED Spy said. "Why?"

RED Sniper looked alarmed. "You mean... You mean you can't hear it?" he said. "It's getting LOUDER!"

RED Medic frowned. RED Sniper was breathing heavily, clutching his chest, and looked utterly terrified for some reason. "Engie..." he said. "I zink ve should be leaving..."

RED Engineer frowned, looking at RED Sniper. The man's normally steady hands were shaking. "Ah think you're right, pardner..."

RED Sniper shook his head. "It is. It's getting louder... I... I have to..." he stammered. He then made a frantic grab for one of the grenades on RED Soldier's bandolier, pulling the pin before anyone could stop him. RED quickly clamped a massive hand down over RED Sniper's hand, RED Soldier and RED Pyro holding him down and keeping him from releasing the trigger, while RED Scout quickly recovered the pin, tossing it to RED Demoman, who quickly inserted the pin back in the grenade, wrenching it out of the squirming Australian's grasp.

"I HAVE TO DESTROY IT!" RED Sniper almost shrieked, tears streaming down his face. "I HAVE TO MAKE THE MUSIC STOP!"

"Get him OUT OF HERE, you fools!" RED Medic said.

RED Heavy nodded, he, RED Pyro, and RED Soldier dragging RED Sniper out of the abandoned BLU base, the others following behind.

The further RED Sniper was dragged away, the more he seemed to relax. Once they were across the bridge back into their own base, RED Sniper held up his hands.

"I... I'm fine now... I can't hear the music anymore... Oh God..." he said. RED Heavy looked to RED Medic, who nodded after a moment. He let go of RED Sniper, the Australian marksman collapsing onto the floor.

RED Engineer's face twisted into a snarl. He grabbed RED Soldier by the lapels of his uniform and growled, "Contact. Merasmus. NOW. No more wasting time."

RED Soldier would have normally protested the smaller man's ordering him around. But he saw the look in his teammate's eyes through his goggles, saw the fear and anger, and nodded, heading to his room to get what he needed to contact his wizard friend.

RED Engineer removed his goggles and rubbed his eyes in frustration. This couldn't be solved soon enough...

And from the shadows of the BLU base, a robotic figure watched all of this curiously under a cloak of invisibility, its cold, mechanical eyes reporting everything it saw back to the gray man it served...

Loyalty

Loyalty

Loyalty

Only to me...

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Everfree Forest...

Pony universe...

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

Zecora ran through the forest, the sound of the song echoing in her ears. "Come, Spy, do not dally! Each moment we waste adds to evil's tally!"

Spy did his best to keep up with her, but she was moving too fast through the brambles and bushes, dodging them as if they weren't even there, while Spy was forced to take to the air just to keep up with her. "Are we even on the right path?!" he snapped.

"Time is short, we cannot roam," the zebra said, "This is a shortcut to my home!"

Spy shook his head. Shortcut my feathers, Spy thought, cursing inwardly. Zecora was getting rapidly ahead of him, and he couldn't keep up. In frustration, he flew out above the canopy... and cursed angrily.

He had lost her completely.

Zecora came upon her hutch in short order. She looked back for Spy, and found that she had outstripped him completely. She shook her head, sighing. I need to teach him how to get through this forest. Or at the very least, move closer to town, now that I no longer have to worry about Sunnytown... But time enough for that, she thought. I need to get to my... stores... of...

As she entered her hut, a horrified expression came to her face. All of her hidden stores of herbs and potions had been ransacked. "I was gone for not even a day," Zecora said softly. "What could have happened to make things this way?"

Zecora whirled when she heard the door open behind her. Spy came in, looking alarmed at the situation.

"Merde..." he cursed. "It seems zat a prowler has found his way into your stores..."

Zecora kicked an overturned table in frustration. "Those herbs took me ages to gather! And the needed preparations were a whole other matter!"

Spy stared at her thoughtfully, and slowly closed the door behind him. "Zecora... There's something I'd like to speak with you about. Something that I feel cannot wait, despite the dire situation."

Zecora stared at him incredulously. "Can't this wait? We've things to do! I need to find new ingredients for my healing brew!"

Spy stared at her intensely. "Non," he said. "I have to say this now." He stared directly into Zecora's eyes, his wings flaring, the zebra feeling herself suddenly become uncomfortable. "Zecora... I have adored you from ze moment I saw you."

Zecora stammered, feeling herself blush. Why... Why, when he looks at me, does it make me feel so warm inside? "...I-I," she stammered.

Spy, still staring into her eyes, said, "I have always admired a woman with strength, with the true will to live... And there is so much will to live in you... It enhances your already radiant beauty..."

Zecora swallowed. "S-Spy..." she stammered.

Spy slowly walked towards her. Zecora, nervously, backed away quickly, finding herself up against one wall of her hut. Spy reared up, so that he was face to face with her. His eyes seemed to hold an emerald glow to them, so haunting, so enticing.

"I love you, Zecora..." Spy said. "Do you love me?"

Zecora's mind was whirling. Passion, need, want, all were flowing through her, blurring her mind and blotting out coherent thought. Still staring into his eyes, her own eyes starting to take on an emerald cast, she whispered. "Yes..."

"Ma chère Zecora... Comment j'adore vous, mon ange rayé... Permettez-moi de vous emmener au ciel, mon amour..." Spy said softly. He leaned in and kissed her passionately. Zecora moaned softly, melting into Spy's embrace and closing her eyes, wrapping her forelegs around him.

Spy smiled, breaking the kiss, his eyes glowing green. "Partager votre amour avec moi..." he said, gently tracing a hoof down Zecora's chest. The zebra gasped, blushing brightly... a green mist flowing from her mouth and into Spy's, Spy closing his eyes and drinking in the green energy.

...But before he could drink too much of it, the real Spy came bursting into the hut, jamming his knife into the false Spy's back. The fake screamed in agony, dropping Zecora's limp form.

"Never show your back to a Spy, imposteur!" Spy snarled, twisting the knife in the imposter's back and roughly yanking it out. The fake Spy collapsed briefly, but managed to pull himself back to his feet, wincing from the pain of the knife wound, greenish blood leaking out. He turned, and smirked at Spy.

"Surely," he said in a woman's voice, "You wouldn't deny a tired old woman her food?"

Spy snarled, brandishing his knife in a forehoof. "She is my friend, not your food! Now get out of here, before I gut you like a Cornish game hen!"

"No..." the fake Spy said, growing in in size as a twisted horn grew from his forehead, the wound healing in a swirl of green flame, "no, I don't see that happening."

The fake Spy's form faded as green flames surrounded him, his body turning dark green and growing larger, the mane and tail becoming a bright green, the fake Spy's shape becoming more feminine. Feathers molted from the fake Spy's wings, revealing gossamer, insect-like wings, which looked powerful despite their rotted appearance. The fake Spy's hooves seemed to rot, holes forming in them as he finished changing from Spy to Queen Chrysalis...

Spy's eye twitched nervously when he realized how similar she was to an alicorn. It didn't help that he had talked to Twilight Sparkle enough to recognize the figure standing before him. "Oh merde..." he muttered.

Queen Chrysalis, one hoof still on Zecora's prone form, the zebra's eyes still glowing from the brainwashing, smirked. "Now... What brings you here, little offworlder?"

Spy did his best not to betray his alarm, but somehow, the Changeling Queen could see right through it. "You... You know what I am?"

She smirked. "Of course I know, my little changeling. Even if you are a filthy halfbreed offworlder, you are of my people. You are of my hive. You are of my CHILDREN." She reached out to mockingly stroke his chin, Spy flinching away but not dropping his stance. Queen Chrysalis grinned viciously. "And I always know what my children are thinking."

Spy shivered softly, feeling the force of her presence in his mind, feeling her thoughts trying to dominate his own. But he managed to keep control of himself. "Why are you even here?" he demanded.

Queen Chrysalis chuckled. "Oh, simply puttering around. After my scheme to brainwash Captain Shining Armor and feed off of his love for his bride failed, I found myself at something of an impasse... Celestia was being far more watchful for my kind than before, and the drones can't really function on their own. Plus, food is getting harder to find. The herbs and roots the zebra had can be used to make a potion to keep us from starving completely, but..."

"Her name is ZECORA!" Spy snarled.

Queen Chrysalis snorted. "The names never matter. They all become my food in the end..." she said. "But it seems you need her. And these herbs." She smirked. "I seem to be at the bargaining advantage."

Spy looked from Zecora to Queen Chrysalis, frowning. "...What do you want?" he said.

"I will require a favor of you, Dark Element of Trust," she said. At Spy's startled expression, she said, "Yes, I know about the Lost Elements, I know they are awakening once more, and I know that the zebra is destined to become one of the current bearers. Quite soon, actually." She smirked, and added, "And I also know why you are here, even if you do not. Agree to my favor, and I will leave Zecora alone, and return her potion ingredients as well."

"And if I do not?" Spy demanded.

Queen Chrysalis looked up, listening to the music permeating the air. She grinned. "A lovely song, isn't it?" she said. "Such a shame what will happen to those afflicted by the magic behind the song when it plays a third time."

Spy glowered at her. "What do you mean?"

Queen Chrysalis closed her eyes. "I have heard this song before. Oh, not this song specifically of course, the song never matters, but one just like it, specifically chosen to target an Element of Harmony. It affected those with a connection to the Element of Laughter back then," she said. She grinned viciously, and said, "Let's just say the ones that killed themselves were the lucky ones."

Spy's eyes widened. His heart was pounding. He tried to think of a way out of this, tried to find a way to get Zecora and her potion ingredients, or even just Zecora, away from the Changeling Queen. But Queen Chrysalis's thoughts were still interfering with his own, twisted whispers and ancient memories. And on top of that, he could tell he was outmatched in sheer magical power. The sheer, palpable force of the Changeling Queen's presence was overwhelming...

And the song was still playing, now halfway through.

"I agree," he said, cursing his inability to think of a better way out.

Queen Chrysalis smirked. Her twisted horn glowed, and a sack full of roots and herbs levitated in on a cloud of green magic. Queen Chrysalis started to leave, grinning cruelly at Spy. "Remember my child... You owe me now..."

Spy stood over Zecora's prone form, watching Queen Chrysalis slowly retreat into the shadows of the forest. Once she was completely out of view, Zecora came to her senses, shivering.

"What... What happened?" she asked, groggy from the draining effects of the Changeling's magic.

"Changeling Queen impersonated me, did somezing to you..." Spy said.

Zecora shivered. It felt like a portion of her soul had been torn out, leaving her as cold as if she had been outside in the dead of winter with no warm clothing. She tried to stagger to her hooves, but it was as if the muscles in her legs had withered. She couldn't stay upright. "How... did you drive... her off?" Zecora said, wincing from the stiffness in her limbs.

Spy closed his eyes. "By doing somezing I'll regret later..." he said softly. "In ze meantime, what of ze potion?"

Zecora managed to get her forehooves up on a table, pulling herself upright, her strength slowly returning, but the coldness still lingering. "The potion... it needs to be made quite soon... so that the ponies may reap its... healing boon..." she said, panting.

Spy frowned at her. "Are you capable of making ze potion yourself?"

Zecora smiled weakly, shaking her head. "I'm afraid that for now I can barely move... I've been thrown somewhat off of my groove..."

Spy sighed. "Zen tell me how to make it. Because Chrysalis seemed to know what was going on," he said, "And if half of what she said is true, zen we will need zis potion in very short order."

Zecora stared at him, worried. Spy frowned. "Zecora... Please, trust me to do zis. It's ze only way right now."

Zecora bit her lip, and nodded, explaining to him how to combine the ingredients. Spy, setting up a cauldron, quickly began to mix the potion together, praying that he would be able to complete it before the third time the song played.

Hush child

The darkness will rise from the deep

And

Carry you down into sleep

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

Manehattan...

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

Mitta, volunteering at the local hospital, did what she could for the patients there, ponies crippled by the song, reduced to catatonic wrecks that were bleeding through the eyes. But she had no real medical training, so the best she could do was fetch and carry. So much had changed in the centuries she had been trapped in Sunnytown...

Shaking her head in frustration, she went to the roof to get some fresh air. She idly pawed at the amulet around her neck, a gift from Princess Luna. She had said that it would help her 'do well' in her new life, whatever that meant, and have given her a code phrase to activate it. She stared at the glowing blue crystal with the symbol of the Moon Princess on it, debating on whether or not she should try using it.

Sighing, she shook her head, deciding against it. No reason to go shooting whatever magic this is off before I get a chance to understand it... She turned around and prepared to go back inside, when she noticed something on the nearby building.

A gray pegasus in a white mask, looking down on everything and laughing in an eerie, ethereal voice.

Mitta stared at it in shock. Is... is that thing responsible for all of this? She looked down at her amulet, and made her decision.

"Mystery renewed!" she intoned, touching the amulet with a hoof. Blue smoke surrounded her, Mitta gasping as she felt the power of six ponies flow through her. She felt cloth wrapping around her, felt her body swelling with power...

Over on the other roof, Masky Pegasus was enjoying the show greatly. All those ponies running around, trying to save their friends and family, but not knowing how... and oh, such fun there would be when the song began to play for a third time. It looked to the side, and noticed the cloud of blue smoke on the roof of the hospital. It stared in confusion, quirking its head to one side as the smoke cleared, revealing a mare clan in a dark costume of blue and purple, its face hidden in shadows beneath a wide-brimmed hat.

Mitta, for her part, was feeling better than she had in... well, ever. She felt that her natural Earth pony connection to the land had tripled, the strength of her hind legs increased greatly. She felt an odd 'awareness' of the world around her, and of something beyond... she had no idea how to describe it, she just knew that it felt great. She felt a connection to the animals around her, watching the sudden new thing. She could feel the presence of gems and precious ore around her, and bizarrely, she felt that she was wearing a simply FABULOUS costume, one that covered her completely and went well with her amulet, still around her neck. She felt a tremendous strength in her... wings! She had wings now! And on her head... a horn! A horn that gave her knowledge of many powerful spells.

She realized, with a start, that she now had the combined abilities of Twilight Sparkle and her friends. Do well indeed... she thought.

Masky Pegasus, for its part, felt uneasy. Something about this new creature... it bothered it. I'lL bLiNd It AnD rUn, it muttered to itself. It pulled a part of its essence out of itself, raised its mask slightly, and spat the Smooze directly at the pony's face, striking it in the eyes, just under its hat.

To its dismay, the mysterious newcomer just wiped her eyes off, glaring right at it again without a hint of being affected.

OhShItMaSk... Masky Pegasus thought, realizing its mistake.

Mitta glared at the Masky Pegasus. "You know something about what's going on," she said, her voice a low, echoy rasp similar to the one she and the others had as zomponies. She was a little surprised that her voice had changed when the costume was wrapped around her, but guessed it was part of the amulet's enchantment.

Time enough for that later, she thought. Time to get this thing to answer questions.

She concentrated, making her horn glow with magic, and flaring her wings, taking a step towards Masky Pegasus.

Masky Pegasus backed away, eeping in alarm as its wings flickered in fright. OHSHITALICORN...

Down on the street, somepony finally noticed the confrontation. "Holy Celestia..." she breathed, the unicorn grinning widely. "It's... It's the Mysterious Mare-Do-Well!"

The other Manehattenites looked at her in confusion. The unicorn giggled. "She was this amazing heroic alicorn that was active for a little bit when I lived in Ponyville! The Mare-Do-Well... She must have come back to help solve this!"

A pegasus stallion suddenly realized the implications. "And that pegasus she's facing down... He must be behind all this!"

"Or at the very least know something," the first unicorn said, grinning ear to ear. "Go get him, Mare-Do-Well!" She cheered, other ponies joining in the cheering.

Mitta couldn't resist a grin beneath her mask. Mysterious Mare-Do-Well? I like it! she thought, not taking her eyes off of Masky Pegasus, who seemed even more frightened.

OHSHITSUPERHERO! Masky Pegasus thought. He panicked, rearing up in fright and flapping his wings, and fled. Mitta hesitated for a moment, and took to the air after him. She bit back a hysterical giggle as she felt the air catch under her wings, lifting her into the air. She flew with Rainbow Dash's instincts, gliding through the wind as if she owned it.

I have GOT to try this when there's not a crisis! Mitta thought, savoring the feel of being in the sky, feeling the wind rushing over her, flowing around her wings. She forced herself to concentrate on business, keeping an eye on Masky Pegasus as he desperately tried to get away from her, flying swiftly through the buildings.

But Mitta, as the Mare-Do-Well, had the combined wing-strength and manuverability of two pegasi, one of which could make a legitimate claim of being the fastest pegasus in Equestria. The masked pegasus didn't have a chance.

OhCrApOhCrApOhCrAp... Masky Pegasus thought, desperate to get away. The Mare-Do-Well was matching its every turn, no matter how tightly he took them through the buildings of the city, and gaining on it.

No ChOiCe... it thought bitterly, knowing that Masky Unicorn would give him hell for this. It suddenly dove, flying into an old, condemned club on the outskirts of town. Mitta hesitated only briefly, diving in after him, still thrilled with her new power.

HeLp Me! she heard Masky Pegasus cry out. Landing roughly, she stalked into the club, heading out onto the dance floor where Masky Pegasus waited, cape flowing behind her, her eyes narrowed and, unbeknownst to her, glowing.

"Nowhere to run," she rasped. "Tell me what you know, and I won't hurt you too badly."

"You led a superhero here?" chuckled an electronic, auto-tuned voice. "Man, you bad at this villain game!"

Before Mitta could turn around, a powerful magical blast hit her, sending her flying out of the city. Dazed, she tried to spread her wings, but her inexperience with flight left her flapping them uselessly. She flew helplessly through the air, careening at great speeds, before she was grabbed out of the air, somepony grabbing her cape.

She looked up, and saw Spitfire of the Wonderbolts, sans her uniform, holding onto her cape. It took Mitta a moment to recognize her, as she had only seen posters of her in uniform. "Easy there, partner," Spitfire said. "You okay?"

Mitta nodded. The dizziness had faded now that she had stopped spinning. She tested her wings, and was able to hold herself in the sky. "Yes, I think so," she said. "I'm fine now."

Spitfire nodded. "Good to hear. You're that Mare-Do-Well hero that showed up a few months ago, right? What happened? Couldn't you get control again? You weren't tumbling THAT badly."

Mitta was silently grateful her fully-covering mask hid her blush. "Not really... I've only had these wings for a short time."

Spitfire gave her a confused look. "Huh?"

Mitta shook her head, chuckling. "It'd take way too long to explain," she said. "I need to get to Ponyville."

Spitfire nodded. "I was just on my way there m'self. That place is a weirdness magnet, so I figured this musical mess originated from there, or they know something about it," she said, gesturing in the direction of the town.

Mitta shook her head again. "It didn't originate in Ponyville. Best guess, it came from Manehattan. I confronted some... thing that I think may have been behind it. I cornered it in a club, but its ally jumped me, blasted me away."

Spitfire frowned. "Why go to Ponyville, then? Why not get to Canterlot to get the royal guard?"

"Trust me," Mitta said, "There's a much more potent force in Ponyville than in Canterlot. Let's go."

"If you say so," Spitfire said. She and Mitta flew off, heading for Ponyville. The first two ponies they met were Scout and Pinkie Pie, both of them talking on the outskirts of town.

Mitta landed first, coming in too steep and crashing into the ground, tumbling into a tree.

Scout snickered. "Nice landing," he teased.

Mitta just grumbled, tapping her amulet. "Mystery resolved," she said, the costume and powers vanishing. Spitfire quirked an eyebrow, mildly amused.

Earth pony under a transformation spell. Well, that explains why she wasn't familiar with her wings, Spitfire thought, chuckling inwardly.

Pinkie Pie gasped upon realizing who Spitfire was. "Ohmygosh, you're Spitfire!" she said gleefully, "That is SOOO COOL!"

Spitfire grinned, despite herself. "Yeah, that's me. Listen, I was wondering if..."

Pinkie Pie kept talking. "You GOTTA come to the hospital and see Rainbow Dash! She's unconscious now, like all the others, but I know one of her heroes coming to see her would make her feel better!"

Spitfire blinked. "...Like the others..." She gasped. "Oh no... I was away when the song started up again. What happened?"

Scout sighed. "C'mon," he said, taking both her and Mitta to the hospital, where all those who had been rendered unconscious from agony by the second playing of the song were laying. Once the music had stopped, they had all fallen comatose.

Spitfire cursed herself. "I shouldn't have left..." she muttered, thumping her head on a wall in frustration. "Soarin' and Fleetfoot..."

Rarity put a hoof on her shoulder. "You couldn't have known, darling."

Meanwhile, Mitta was relaying what she knew to the BLUs, Barricade, and Elements. Engineer considered it all, stroking his chin thoughtfully.

"...How far is Manehattan from here?" he asked.

"Walking? A couple hours," Applejack said.

"Can that be sped up with teleporting?" he asked.

Twilight nodded. "It's difficult, but I can get us all there."

Engineer shook his head. "No, not all of us. Rarity, me, Scout, Pinkie Pie, Mitta, and the Doctor," he said.

Barrciade blinked. "Won't you need my strength?"

"And I don't even know how to teleport," Rarity said as she came up behind the group.

"If Mitta DOES have all six of our abilites, then she can cover the teleportation angle herself," Twilight said.

Soldier was in agreement with Engineer, however. "It makes sense. If we're dealing with an opponent using sound-based weapons, then brute forcing it won't work. EngiRarity is a powerful fusion, Scout's the fastest fighter we got and such a runt he's hard to hit," he said, ignoring Scout's annoyed retort, "Pinkie's utter randomness can throw off anyone, Mitta's got seven ponies worth of brute force in her, and the Doc can help Engie cover any tech angle there might be."

Barricade looked thoughtful. "And we'll most likely need a great deal of help here in case the song starts again... All right, it makes sense."

Rarity pouted. "Oh... very well. Anything to make sure that Rainbow Dash and the others are all right."

Engineer nodded. "Right. We'll set things up here. Scout? Pinkie Pie? Go get the Doctor."

Scout nodded, he and Pinkie running towards the Doctor's lab. As they went, Scout turned to Pinkie and said. "You okay, Pinks? You ain't as smilin' as you used to..."

Pinkie Pie grinned weakly. "Am I? I guess... I can't really laugh away a lot of this. A party won't help. (And you have no idea how much it physically hurts to admit that.) I don't know what I can do to help..."

Scout chuckled. "Yeah, I've run into situations like that. Times when my own skills just ain't gonna cut it, when RED Engie and RED Pyro are pretty much locking down a Payload route. Sometimes, when one skill you got don't work, you gotta use another one."

Pinkie Pie frowned. "How do you mean?"

Scout smirked. "Well, in that situation I mentioned? I started makin' fun of RED Engineer. RED Pyro's got the same thing for her Engie that ours does for ours, so I figured I could lure her out like that. And it worked. That got Pyro so mad, she started chasing after me, letting Spy sneak by invisibly and take out RED Engie's nest," he said. "Not exactly my favorite thing to do, since both their Pyro AND ours scares the fuckin' hell out of me. And there's the whole getting burned to death thing..."

Pinkie Pie shivered. "I STILL don't know how you did that every day," she said. "I mean, you make it sound like a party! And that's not the kind of party I'd throw." She paused briefly, thinking. "Well... .Unless we used squirt guns and foam dart guns... and water balloons... and maybe have the bigger guns shoot soft pillows filled with candy... Ooh! New party idea, new party idea!"

Scout laughed as Pinkie began bouncing along, giggling at her new idea. "Yeah, that's the spirit. Always gotta keep smilin,' findin' the good in the bad. Once we bonk this new Nightmare into submission and capture that masky bastard, we'll have ourselves a big ol' party round of Capture the Flag. BLU style."

"Awesome!" Pinkie chirped.

"What's awesome?" said the Doctor, peeking up from underneath a pile of wrecked metal. Both ponies eeped, having gotten to the Doctor's lab without realizing.

Scout blinked when he saw the mess. "Geez, Doc, you okay?"

Doctor Hooves chuckled, extricating himself from the pile. "Well; I was attempting to try and build a machine to track down the source of the music. I accidentally left a microwave device on near a phone I had and it started melting and bubbling, and the goo started looking like snarling skull had came out of it, and then ten things and a banana happened..."

"This banana?" Pinkie said, holding up a banana she found near the pile of wreckage.

Doctor Hooves nodded, smiling. "The very same," he said. When Pinkie Pie started to peel it, he said, "...I really wouldn't, if I were you."

"Why not?" Pinkie asked.

"Let's just say that during the ten things, the banana's been in places that bananas really weren't meant to go," Doctor Hooves said, blushing a little.

Scout was visibly straining himself to not giggle. Pinkie stared at the banana for a long moment, and then slowly set it down.

Doctor Hooves gave Scout a grateful look. "Thank you for not laughing. That was a rather unpleasant experience," he said.

"Believe me, it was a challenge," Scout said. "C'mon Doc, we gotta plan. Kinda."

"A plan kinda? Sounds like every plan I've ever made, when I actually make them," the Doctor said, pulling a small metal device, about the size of a pen, out and sticking it in a pocket in his tie collar. "Let's be off, shall we?"

The three of them made their way back to the others, Mitta back in costume again, Twilight giving her a quick coaching on how to teleport multiple ponies.

"Everypony ready?" Mitta said, her horn glowing. Once everypony confirmed, Mitta concentrated, an aura of power enveloping them. The sensation was a bizarre one, the feel of one's body dissolving and reforming elsewhere in a burst of heat and light.

Engineer looked around, seeing them just outside the club in Manehattan. He checked himself, seeing that he was a little singed, but otherwise fine. "Not bad," he said. "Ah gottta learn that spell m'self. Everyone all right?"

Scout grinned. "Nice," he said. "That was AWESOME!" He was a little charred, but otherwise fine.

Pinkie Pie giggled. "Do it again, do it again!" she chirped, bouncing up and down.

The Doctor pulled out his device. "Focus, Pinkie," he said, dusting himself off. "We have something to do."

"She's right," Mitta said, uncharred by the teleportation.

Rarity whimpered, looking at the charred ends of her mane and tail. "What a perfect disaster this is... We MUST find a stylist after this fiasco is over."

Engineer just stared at her. "...That is seriously what you're worried about right now?"

Rarity huffed. "We're going to save Equestria from an evil magical musical force. We certainly can't have everypony thinking their saviors are SCRUFFY, now can we?"

Pinkie Pie giggled, shaking her head. "Don't ever change, Rarity..." she said softly.

Mitta just giggled, the Doctor thinking back to fond memories of previous assistants.

Engineer just stared at her incredulously. And then he began to laugh. "All right, all right. Let's get goin,' and then we can make ourselves all fancy-like."

Rarity nodded. "Indeed," she said, smiling grandly and standing beside Engineer. "Let us go vanquish evil."

Both Elements of Generosity appeared around their necks, and in a flash, the two ponies merged, becoming EngiRarity again.

"Hmm," she said, idly toying with her wrench. "The awakening was easier that time. Ah well, let's find ourselves a little ol' Nightmare."

"I been waitin' on you to give the order," Scout said impatiently.

"Calm down," EngiRarity said, holding up a hand. "Ah have a plan, sugah-cube. You, Pinkie, and Mare-Do-Well will distract the Nightmare, keep him or her busy while ah set up a Sentry and Dispenser. Meanwhile, the Doc will be lookin' for any tech or magic that's broadcastin' this all over Equestria and sabotaging it."

The Doctor quirked an amused eyebrow. "Rather like your Spy, then," he said.

EngiRarity nodded. "If that sonic screwdriver you and me finished workin' on the other day works, then it'll be perfect for takin' it down before anypony notices."

"Very well then," he said. "To arms."

Pinkie and Mitta looked down at their forelegs, and then back at the Doctor. Scout snickered.

"Or whatever you have," the Doctor conceded, chuckling.

The motley group of heroes walked into the club, Mitta taking point. To their surprise, however, there was music already playing, a tune with a deep, thumping bass. They entered, and found the once-abandoned club jumping, holographic images of ponies dancing wildly to the heavy bass beat.

And manning the DJ booth was a very familiar Nightmare...

"VINYL SCRATCH!?" Pinkie shouted, startled.

The pale, whitish-gray alicorn laughed wildly, her electric blue mane and tail dancing like electric sparks, her armored harness shining brightly in the club's colorful lights, her sunglasses more like blades than eyewear. Her blood-red eyes gleamed with cruel glee as she flared her massive wings, her horn glowing.

"Groovy groovy!" she sang, her voice holding an auto-tuned warble to it. "This is an announcement to all attendees! The game has reached the climax! Let never ending WAKING NIGHTMARES begin!" She laughed. "Yo yo yo, welcome to the end of Equestria! Nightmare Dubstep manning the tables, bringing you the freakiness! The musical madness is ready to play!"

"NO!" Pinkie said, startling everypony by sounding angry. "This... this isn't right! This isn't YOU! Music... music is supposed to be a joyous thing! A way of celebrating good times, of lessening bad times! Music isn't supposed to be a weapon!"

"She's right..." Scout said, coming up beside her. "Music... It's meant to be enjoyed, not suffered! How dare you use it to hurt people!"

Nightmare Dubstep laughed. "And you smallfries think you can stop me?" she asked.

"We can," Scout said, glaring at her. "And we will."

"We'll beat you! And we'll make sure our friends can laugh and smile at music again!" Pinkie Pie proclaimed.

And they were both engulfed by light.

Nightmare Dubstep screeched, backing away and hiding behind her equipment, the light painful to her. When it faded, a single figure landed on the floor, having taken the place of both Scout and Pinkie Pie.

Mitta went wide-eyed beneath her mask. "Wow..."

Doctor Hooves laughed, impressed.

EngiRarity grinned. "Well, if that don't beat all," she said.

The figure was a slender human female in sports pants, sneakers, running socks, and a blue shirt, the Element of Laughter around her neck. Around her hands were sports wraps, and on her back was a satchel, unzipped slightly to reveal cans of soda pop. On her head was bright, fluffy pink hair, tied in a ponytail and covered by a cap, a pair of headphones on her head. Slung over one shoulder was a dented metal bat, a double-barreled scattergun in her other hand, a pistol holstered at her waist.

She smirked, pushing the brim of her cap up with the bat.

Nightmare Dubstep stared warily at her. "What's this then? Some new punkass come to harsh my beats?"

"Name's Scoutie Pie, losah," she said. The voice was Pinkie Pie's, but the accent was pure Scout. "So let's play ball." Before Nightmare Dubstep could react, Scoutie Pie produced a baseball from her satchel and smacked it right in her face. The ball smacked the Nightmare right between the eyes, shattering her sunglasses.

Nightmare Dubstep barely winced. Blood trickled down her face as her glasses crumbled. She smirked, licking at the blood, and nodded. "All right then..." She flapped her wings once, flying above her equipment. "Light up please!" She raised her forehooves, her horn glowing. All of the holographic ponies in the room dissolved, forming into a massive record. Nightmare Dubstep grinned and landed on it, riding it like a skateboard as she slammed it down on the gathered heroes, creating an explosion of light that scattered them, knocking EngiRarity and the Doctor behind a ruined set of tables. As they picked themselves up, they began to plan.

"Ah got a feelin' she ain't gonna let me set up a regular sentry," EngiRarity said, pulling off her glove and revealing the cybernetic Gunslinger hand. "So ah'm gonna try some minis. You get to her equipment and sabotage it."

The Doctor nodded, and looked out at the fight. Scoutie Pie and Mitta were doing their best to keep Nightmare Dubstep on the defensive, Scoutie Pie's overall maneuverability and constant fire along with Mitta's rapid fire magical blasts forcing her to use her flying record as a shield.

EngiRarity pulled out her PDA and set up a Dispenser behind the tables. "Get going," she said. The Doctor nodded, and began discreetly making his way around the battlefield.

An errant laser from Nightmare Dubstep caught Scoutie Pie and sent her sprawling towards EngiRarity.

She winced, clutching the smoldering wound. "Need a Dispenser here," she said, flinching.

"Already set up," EngiRarity said, the healing machine in the device activating and healing the burn mark.

Scoutie Pie chuckled. "All right, thanks EngiRarity," she said.

EngiRarity sighed, pulling out a toolbox for a Mini-Sentry. "Don't thank me yet," she said. "Save it for after we win."

Nightmare Dubstep, meanwhile, was preoccupied with Mitta. The ersatz Mare-Do-Well pummeled the Nightmare with magical blasts, forcing her back towards the DJ booth.

Nightmare Dubstep just chuckled. "All right," she said, "You got the powah. But it's obvious you just got it. Any lifetime magic user worth her horn knows the value of FINESSE..."

Before Mitta could react, a tendril of neon magical light reached out and grabbed her tail, tossing her roughly through a wall. She slammed head-first into a lamp post, stars exploding behind her eyes as she fell unconscious. She turned to the two humans, only to find Scoutie Pie leaping towards her flying record. She floated back, only for Scoutie Pie to jump in mid-air, getting more air time and grabbing onto the edge of her record, pulling herself up onto the record with a flip.

Scoutie Pie smirked in the Nightmare's face. "Yo, what's up?" she said, firing her scattergun point blank in Nightmare Dubstep's face. She screamed in agony, the Element of Laughter charged pellets tearing into her face. As she pulled away, EngiRarity started firing her pistol at her, a Mini-Sentry pelting her with magically charged bullets as well.

Furious, Nightmare Dubstep fired a laser at the Mini-Sentry, destroying it. She turned to EngiRarity, seeing her setting up a new one, and prepared to wreck it. But before she could, Scoutie Pie ran up a wall, springing off of it and double jumping over the Nightmare's head, firing her scattergun the whole way.

Nightmare Dubstep retreated, the constant magically-enhanced gunfire tearing at her. She needed to think...

Meanwhile, the Doctor had made his way to Nightmare Dubstep's DJ deck. He quickly examined it with his sonic screwdriver... and to his dismay, found that it was just all normal music equipment. Nothing that could be used to broadcast so widely.

"I... I don't understand!" the Doctor said, catching everyone's attention. "There's... there's just mixtape equipment here?"

Nightmare Dubstep grinned viciously.

"WHAT?!" Scoutie Pie said.

"But then... where..." EngiRarity said, confused.

It WoN'T bE tHaT eAsY, vAlEyArD, chuckled Masky Pegasus, dark tendrils emerging from its eyes and grabbing the tan Earth pony by the neck, lifting him into the air and choking him.

Nightmare Dubstep cackled, the sound unnatural with the autotuning. "So! Is that a request for more music I hear? Well I don't do the singin' myself. I leave that to my partner in mayhem! NIGHTMARE HARMONIC!"

"Two Nightmares?!" Scoutie Pie said.

"FINISH IT!" Nightmare Dubstep roared.

"No! NO!" EngiRarity cried.

And on the roof, standing by a microphone covered in magical runes, the jet black Nightmare that used to be Octavia began to sing.

"Hush child

The darkness will rise from the deep

And

Carry you down into sleep

Child

Darkness will rise from the deep

And

Carry you down into sleep..."

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

Canterlot...

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

"Not again," Fancypants said, glaring up at the sky as the song played. "What's going to happen this time?"

The normally regal unicorn was looking decidedly unkempt, having spent a great deal of time caring for his beloved Fleur. The doctors he had hired had no explanation, leaving him frustrated beyond all measure.

And now the song was playing again.

"F-Fancy?" said a weak voice from behind him. Fancypants turned, seeing Fleur standing in the doorway, a frightened look in her eyes.

"Fleur, darling," he said, going over to her, "You shouldn't be up! You need your rest..."

"I'm so sorry Fancy," she said. She levitated a glass flowervase and shattered it, pointing the sharp, ragged end at Fancypants. "I'm sorry... I have to kill you... It's the only way to make the pain go away..."

Fancypants, horrified, backed away from her slowly, pulling the family shield off of a nearby mantle to defend himself as the love of his life tried to kill him.

In the castle, Celestia paced back and forth nervously, trying to figure out... everything. "Second time the song played, it put everyone affected into a coma. Luna was one," she said, frantic, almost babbling. "Guards were several others... including Phalanx... But Phalanx is Slendermane... isn't he?"

She shook her head, confused. "None of this is making sense, and now the song is playing again, why is it playing AGAIN, why won't it just STOP..."

She froze, spying Slendermane near the door. The creature stared at her, watching her every move. Celestia felt a burning fury rising up in her. "DO SOMETHING!" she demanded, almost sobbing the words. "WHAT DO YOU WANT FROM ME?!"

Slendermane quirked its head at her... and then it opened the door.

Standing in the door, frightened, miserable looks on their faces, were Luna and all of the guards who had been affected by the song.

Celestia blinked, Slendermane vanishing. "Luna... Luna what is..."

"It is with deepest regret," Luna said softly, "that I must insist that an old, horrible nightmare we once lived through be re-enacted. Only this time, you have to die..." Tears were flowing down her face as she said, "It's the only way to make the pain stop..."

"Oh no..." Celestia moaned, slowly backing away, flashbacks to the Nightmare Night playing through her mind. "Oh no no no..."

Luna closed her eyes. "Attack," she said, the guards pouring into the room.

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

Ponyville...

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

Medic sighed, waking up from his nap, feeling decidedly unrefreshed from the attempt to restore himself. He looked at the charts and grumbled, deciding to get to work. He entered the room where the patients were being kept. He looked up to check on the nearest one... and found them all missing. "Vhat?!" he asked, confused, staring around at all the empty beds.

And then he noticed the song playing again. "Now vhat?" he muttered. He turned to exit the hospital... only to find Nurse Tenderheart trying to slit Nurse Redheart's throat with a scalpel. He quickly pulled the screaming, sobbing nurse off of Redheart and locked her in a nearby closet.

"Vhat happened?!" he demanded.

Nurse Redheart, staring worriedly at the closet, said, "She... She said she had to do it... That it was the only way to make the pain stop..."

Medic gave her a confused look, and started to say something else, when something occurred to him. "Scheiße..." he muttered, running outside. Soldier, Demoman, Heavy, and Pyro were coming up to the hospital.

"Oy, Medic," Demoman said. "The song's playin' again. We're havin' a strategy meeting."

Heavy was the first to notice Medic's expression. "Doctor? What is wrong?"

Medic nodded. "Ze situation has gotten substantially vurse. I do have vun question however, vun that occurred to me just a moment ago."

The other BLUs all looked at him curiously.

Medic grinned weakly. "Does anyvun know vhere our long range precision assassin is?"

The others gave him a confused look, but one by one, alarmed expressions crossed their faces.

The sound of crackling electricity filled the air.

"SCATTER!" Soldier bellowed, the BLUs leaping aside the instant before a lightning bolt landed on them.

From the stormcloud he fired from, Sniper, tears blurring his vision, prepared another shot. "I'm sorry mates... I have to do this... I have to make the pain stop..."

Over at Sugar Cube Corner, Carrot Cake had just put the twins to bed, looking worriedly up at the sky as the music played, when he noticed Cup Cake entering the shop.

He sighed in relief. "Cup... You're all right!"

Cup Cake, tears in her eyes, shook her head frantically. She went over to a couch and picked up a pillow in her teeth. Carrot Cake gave her a confused look. "Dearest... What's wrong?" he asked.

Cup Cake walked right by him. As she did, she pleaded, "Stop me..."

"What..." Carrot Cake stammered, confused, as he watched his wife walk up to Pumpkin and Pound's room with the pillow in her teeth...

A pillow in her teeth...

Heading up to the children's room...

She had begged him to stop her...

"Oh Celestia no..." Carrot Cake moaned. As Cup Cake opened the door, Carrot Cake tackled her, dragging her away from the room even as she struggled to get away and do what the horrible music compelled her to do.

Trixie found Mayor Mare by city hall, trying to start a fire on a pile of brush she had stacked there. She quickly blew the brush away with a magical blast.

"What in the world are you doing?!" the unicorn demanded.

Mayor Mare smiled sadly, tears in her eyes. "...I love this town. I've done everything I could to make it a wonderful, happy place for everypony and their families. But the music... the pain... I can't take it anymore... To make the pain go away, I have to burn Ponyville to the ground..."

Trixie shook her head. "That's... that's crazy!"

Mayor Mare nodded. "Oh, I know it is. But it's the only way," she said, picking up her pipe. "And you aren't going to stop me."

Trixie looked at the Mayor in alarm, realizing that she intended to fight...

Sweetie Belle and Scootaloo, sitting in their clubhouse, huddled together as they listened to the song.

"This is crazy..." Sweetie Belle said. "I don't like this song..."

"You and me both," Scootaloo muttered.

"How do you think ah feel?" said a shaky voice behind them.

Sweetie Belle and Scootaloo eeped, turning to see Apple Bloom in the doorway behind them. She smiled at them weakly, tears in her eyes. "Don't say ah'm fine. Ah'm not..." she said. "And ah'm sorry..."

Sweetie Belle blinked. "For what?" she said. "Apple Bloom, c'mon in, let's talk."

"I don't think that's a good idea, Sweetie Belle," Scootaloo said, spying the knife Apple Bloom was holding in her tail.

"Ah have to do this," Apple Bloom said, starting to step into the clubhouse. "It's the only way to make it stop hurting..."

Scootaloo charged forward, shoving her out the door and slamming it shut.

Sweetie Belle gasped. "What... What's going on?!"

"The song's making her want to kill us," Scootaloo said. "Now help me! If she kicks anything like her sister..."

Scootaloo yelped as a powerful kick from Apple Bloom pushed the door back. Sweetie Belle ran forward and helped Scootaloo push and hold it shut. Apple Bloom desperately pounded on the door.

Frustrated, Barricade had started to go to Everfree Forest to check on Zecora's progress with the proposed potion she had been told about. As she reached the edge of town, though, an indigo blur dashed by her, striking her and sending her sprawling. She looked up, shaking the dirt out of her face, and saw Harbinger standing before her. His eyes were wide with fright, and he was shaking.

"Barricade," he said softly. "Before we begin, I want to say that you have served Princess Celestia honorably. Of all the Captains I have worked with in my career, you have proven to be a most worthy and noble warrior, and a true friend. It is with deepest regret that I state that I must now kill you."

Barricade blinked. "What?!"

Harbinger nodded. "The pain from this accursed song's spell has become too much. I need to betray someone... to kill someone... to break its curse. I'm hoping that you'll do... as I really don't want to go fight the Princess..."

Barricade frowned. She rubbed her nose once and stood up. "Right..." she said. "Not exactly the circumstances I wanted in order to scrap with you, but I'll take what I can get." She flared her wings, affixing her infamous glare on the magically addled Earth pony. "All right Swift Lighting. Let's see if you can break down the Iron Wall."

Twilight was heading back to her library, Applejack and Fluttershy agreeing to help her do research on silencing spells to try and mute the song. She hoped that they'd be able to find something. But when they opened the door, they found Spike sitting in the center of the library.

"Spike?!" Twilight said, her voice a mix of relief that he was up and about, and worry that he wasn't better yet. "What... What are you doing here? Are you all right?"

Spike shook his head, tears flowing steadily down his face. "No... No, I'm not..." he said. And he snarled, leaping at Twilight. She yelped, catching him in a forcefield.

"Spike... Spike, what's wrong?" Twilight said, tears in her eyes as she watched her longtime friend and assistant scratch and snarl angrily at the forcefield walls, breathing gouts of fire at it.

"Spike... Please, you can tell me... What's wrong?" Fluttershy said, coming by Twilight's side.

Applejack bit her lip, unable to think of a way to help. She heard a sound coming from above her, like whistling. She looked up... and saw Rainbow Dash diveboming them.

"Oh my stars..." Applejack said, shoving a startled Twilight and Fluttershy in. But even as she did, Rainbow Dash was tackled out of the air by Spitfire, the two pegasi slamming roughly into the ground.

"STOP IT, RAINBOW!" Spitfire shouted.

Rainbow Dash, confused, looked in the direction of the voice. "Spitfire? What are you... oh, nevermind," she said, struggling to free herself of the Wonderbolt, who held her pinned. "Please, let me go! I have to do this! I have to kill them! It's the only way to make this pain STOP!"

Applejack came out to help her hold Rainbow Dash down, Twilight and Fluttershy coming over to join them, Spike still subdued. She had to change the bubble to immobilizing rings, as the flames Spike was spewing quickly used up the oxygen inside the field.

"Dang it, where's Zecora and that stupid potion of hers?!" Applejack demanded. "This is getting far too out of con..."

A single raincloud flew overhead, darting back and forth, lavender rain pouring down over everypony in town, forming a mist that permeated everything. Rainbow Dash and Spike both suddenly relaxed, going limp in the grasp of their captors. The ponies still standing traded confused looks, when Zecora limped up to them, smiling.

"The potion works, no more pain will they feel," she called out, so that everypony nearby could hear it. "Now they can begin to heal."

Medic ran from patient to patient, checking them with his healing beam. "She is right," he said, amazed. "Zey are completely out of pain, in a kind of stasis."

The cloud flew down to them, revealing that Spy was piloting it. "Was there every any doubt?" he said, smirking proudly.

Barricade stormed up to them. "What took so long?"

"Changeling ambush," Spy said. "They went after Zecora and weakened her, so I had to make the potion by her instruction. We had to restart twice."

Twilight gave Spy an alarmed look, and went to check on Zecora. "What happened? Were you fed on?" she asked.

Zecora nodded. "Chrysalis was the one who made me a snack," she said. "Although I think I was more of a convenience attack..." Twilight frowned, and looked to Spy, who mouthed the word 'later.'

"Marvelous. As if we didn't have enough problems," Barricade muttered. She turned to the crowd, and bellowed, Sitrep! Any casualties?"

"None," Heavy rumbled as he came up to the gathering, Sniper's prone form on his back. "Thankfully."

Barricade nodded. "Good. Hopefully nowhere else is having casualties either..." Without warning, she suddenly slammed a massive foreleg down on the cloud, Spy yelping and leaping out of the way as she cut it in half. She shoved one half at Spitfire. "You. Wonderbolt. Get to Manehattan. The final battle of this little mess is happening there, and they're gonna need this potion to support them."

Spitfire nodded and saluted, darting off with her half of the potion-infused cloud. Barricade then turned to Zecora. "Do you have a list of ingredients for that potion?" Zecora nodded. Barricade looked to Twilight, who hastily produced a scroll and quill. Zecora listed the ingredients, Twilight jotting them down. Barricade looked at the list and nodded. "Good, good... The Royal Apothecary should have all of these." She shoved the second cloud at Fluttershy, giving the list to Derpy.

"Get those to Canterlot. QUICKLY! Luna was one of the ones affected!" Barricade shouted. The two pegasi looked at each other in alarm and flew off, Derpy helping Fluttershy move the cloud quicker.

"Everypony else still standing, get the affected back to the hospital!" Barricade bellowed. "How long will the potion's effects last?" she asked Zecora.

"When the music's spell is at last silenced, only then will their wakening commence," Zecora said.

Fluttershy sighed. "So it's all up to Pinkie Pie and the others now..."

Soldier cringed, and whispered to Demoman and Pyro, "Is it just me, or does saying 'it's all up to Pinkie Pie' give you a bad feeling too?"

Demoman grimaced. "Considering what we've seen of her..."

Pyro smiled. "You gotta have faith, guys! I'm sure everything will turn out all right."

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

Meanwhile...

Manehattan...

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

Scoutie Pie and EngiRarity were barely managing to keep ahead of Nightmare Dubstep. Most of their fire was blocked by her flying record, and her return fire was far greater than their own, the Nightmare cackling as she blasted away, smashing yet another Mini-Sentry. Nightmare Harmonic was still on the roof, singing. It was by sheer luck that the Dispenser hadn't been taken out yet.

"We gotta get past Dubstep," Scoutie Pie said. "If that song completes..."

"Do it," EngiRarity said. "I'll keep her distracted. And hopefully, Mitta will recover soon..."

Scoutie Pie nodded, and took out a blue can of soda, labeled 'Bonk!,' from her satchel. She opened it, and chugged the glowing green liquid inside. She shivered, feeling the Bonk! take effect. She broke from cover, a literal blur of motion. Nightmare Dubstep fired a rapid fire barrage at her, but the Bonk! increased Scoutie Pie's reflexes to the point where she dodged each blast by millimeters.

As Nightmare Dubstep watched Scoutie Pie run up the stairs, she didn't notice EngiRarity put her glove back on and start to set up a larger Sentry, this one with double-chainguns and a rocket launcher.

"Ah'd turn around if I was you, sugah-cube," EngiRarity said, smirking as she pulled out her radar gun controller.

Nightmare Dubstep turned around, and yelped as the Level 3 Sentry began tearing into her, forcing her to block with her flying record.

The Doctor smirked down at Masky Pegasus. "Looks like it won't be that easy for you, either..." he teased.

Masky Pegasus whimpered, trying to figure out where its genius plan was going wrong. It turned when a hoof tapped it on the shoulder. Then it eeped.

"I'm getting a little tired of this," Mitta said, her Mare-Do-Well costume's eyes glowing. She turned around and kicked Masky Pegasus, causing it to drop the Doctor and sending the Masky crashing through the wall.

Meanwhile, Scoutie Pie ran up to the roof, finding Nightmare Harmonic still singing the song.

"Major league!" she yelled, jumping towards the ebony alicorn, bringing her bat around in a powerful swing. Nightmare Harmonic, wrapped up in singing her song, didn't notice until the metal bat had collided with her face. She let out a yelp, her jaw breaking with a loud crack. She staggered away from the microphone, her jaw twisted and distorted, glaring at Scoutie Pie, who was smirking and panting, the radiation-enhanced sugar rush fading.

"Anyone ever tell you dat you gotta voice like a bad night of beans?" Scoutie Pie teased.

Nightmare Harmonic stared at Scoutie Pie for a long moment, her jaw healing and popping back into place with a sickening crack. She wore a lightly armored collar, like Nightmare Dubstep, cast in white. Her mane and tail were white and flowing, musical notes popping off of them like bubbles. Her coat was a dark, jet black, her eyes bright red. She held all the grace and poise Octavia was known for.

And then she began laughing. A mad, savage cackle that echoed across the city, startling the citizens unaffected by the song. She grinned viciously, and screamed, a powerful, echoing sonic blast erupting from her throat that brought Scoutie Pie to her kness before she could bring either of her weapons to bear. Nightmare Harmonic grinned, still pummeling Scoutie Pie with the soundwave, Scoutie Pie clutching her ears in agony as the sound battered her, slowly being pushed back towards the stairwell.

Nightmare Harmonic laughed inwardly. She delighted in pain, delighted in suffering. She wanted to see this whatever-the-hell-it-was's brains bleed out its ears before she made its head explode. She prepared to close in and finish her off, when a stinging, acidic rain poured down on her. The evil alicorn flailed, trying to throw it off, her sonic scream cut off with a squawk. Scoutie Pie, feeling the pain leave her as the rain poured down, looked up, seeing Spitfire darting about, pushing a raincloud that was pouring down on the city,

Spitfire, for her part, was overjoyed. FINALLY I get to save somepony and get it RIGHT! she thought, watching as the struggling victims of the song relaxed and fell unconscious.

Scoutie Pie grinned. "Rainbow Dash is gonna be so mad she missed seein' her in action," she said, quickly reloading her scattergun. As Nightmare Harmonic recovered from the rain, shaking the burning purifying magic rain off of her, Scoutie Pie double jumped over to her, landing right on her back.

"GET OFF OF ME!" Nightmare Harmonic shrieked ferally.

"Nothin' doin,'" she said, shoving her scattergun right in the Nightmare's face and opening fire. Pellets charged with the purifying magic of the Element of Laughter. Smooze blood spattered with each shot, the Nightmare's face becoming ruined by the pellets.

Nightmare Harmonic staggered and fell, her face oozing Smooze from the scattergun pellets. She shivered, struggling to stand up again, gagging on the Smooze oozing into her mouth. Scoutie Pie chuckled as she walked around to her front. "Oh yeah," she said. "I'm not even winded." She holstered the scattergun on her belt and pulled out the bat again, wrapping her Element of Harmony necklace.

"All right, that's enough o' this," she said. "Batter up!" She swung the bat, the necklace's gem facing towards Nightmare Harmonic's face. "BONK!"

A flash of light engulfed both Nightmare and fused human. Once it faded, a dazed Octavia was laying before Scout and Pinkie Pie. She gave them an irritated look. "While I am extremely grateful that you cured me," she said, staggering to her hooves, "was shooting my face off really necessary?"

"An unavoidable consequence of trying to keep you from YELLING us to death," Scout said. "Did you drink anything weird lately?"

Octavia scowled. "You mean other than that purple sludge the masked thing forced down mine and Vinyl's throats when he kidnapped us?"

Scout blinked, and frowned. Pinkie gave him a curious look. "You think that means something?" she said, giggling when she realized that she still retained a bit of Scout's accent.

"Maybe," Scout said, looking thoughtful. "Let's ask Engie after all this is over."

Octavia tried to take a step to join them, but her legs gave out, and she fell again. "...I think I'll stay here until you guys finish up," she said. Pinkie and Scout nodded, Pinkie leaving Octavia a cupcake before following Scout back downstairs.

"...Why did you have a cupcake?" Scout asked.

Pinkie grinned. "Why wouldn't I?" she responded, her voice back to normal.

Scout blinked, thought about it for a moment, and shrugged. "Makes sense," he said. "Okay, let's rock."

Meanwhile, the instant Nightmare Harmonic had been destroyed, Nightmare Dubstep looked up in confusion, feeling her mental link to her partner vanishing.

"...Tavi?" Nightmare Dubstep said, looking up the stairs where Scoutie Pie had run, unknowingly lowering her flying record.

EngiRarity and Mitta took immediate advantage of the Nightmare's sudden confusion. Mitta's horn flared, bands of force forming around Nightmare Dubstep's horn, wings, and neck, throwing her off balance. EngiRarity then emptied her Sentry's entire clip into Nightmare Dubstep, forcing her to land, Mitta creating more bands of force to pin her to the ground.

Nightmare Dubstep struggled for only a moment before relaxing. She laughed. "Ahright," she said. "You win, I won't hold it against you."

"Good to know," EngiRarity said, smiling as she took off her Element of Harmony necklace and touched it to Nightmare Dubsteps forehead. "I give of myself, so that your suffering will end."

Nightmare Dubstep was engulfed in light, the battered form fading and shrinking, revealing Vinyl Scratch underneath it. The light was absorbed into EngiRarity, who gasped as she split back into Engineer and Rarity.

Engineer shook his head, trying to clear it. "There HAS to be a way to do that without makin' us feel the pain of the one we're healing," he said. He blinked, realizing his voice had briefly taken on Rarity's accent, and shook his head. When he spoke again, his voice was back to normal. "Well, anyway, that's that taken care of."

Rarity staggered for a bit, dizzy from absorbing and purifying the evil in Vinyl Scratch. She recovered, and went over to check on the DJ, who was just recovering, Mitta withdrawing the restraints.

"Are you all right, sugarcube?" Rarity asked, her voice briefly retaining EngiRarity's accent.

Vinyl shook her head, still dizzy. "Whu... Tavi!?" she said, looking around frantically. "Is Tavi all right?" She gave Rarity a pleading look, full of worry.

"Yeah, she is," Scout said as he and Pinkie Pie came down the stairs. "We got her back to normal." Vinyl collapsed in relief.

The Doctor came up to Vinyl and scanned her with his sonic screwdriver, nodding. "They are completely cured of Smooze poisoning," he said, idly rubbing his neck where he had been choked. "She said that she and Scratch here got kidnapped and forcefed the stuff."

Vinyl scowled. "Yeah. Nearly choked on it. Felt like I was gargling acid..." she said, shivering.

Mitta frowned. "I hate to be a downer, but there's still Masky Pegasus to worry about."

"No, there isn't," said Spitfire, coming into the club and dragging the tied up, struggling Masky with her. She smirked. "After I finished showering the city with Zecora's sleep potion, I caught this loser trying to sneak away. Considering he was acting burned by the puddles, I figure he was in on all the problems."

Engineer nodded. "Good catch, ma'am," he said. "The Captains will want to have a little chat with this critter right here."

Spitfire nodded. "There's just one thing, though," Spitfire said. "Everyone that the potion affected is still out. And in the places that didn't get the potion rain, they're probably still fighting. How do we reverse it?"

Masky Pegasus went silent, not wanting to say anything. As Engineer and the Doctor thought, Pinkie Pie piped in with her idea. "Well... A song sung by a Nightmare hurt people, maybe a happy song from a normal pony or two will make everypony feel better?"

"You have something in mind?" Mitta asked, curious.

Pinkie Pie giggled. "Yeah, I think I do," she said, looking over at Scout, who was starting to grin. "And I think Scout knows as well, since he was sharing my brain just a little bit ago. Wanna sing with me?"

Scout chuckled. "You betcha."

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

A few minutes later...

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

Scout and Pinkie Pie both finished setting up the microphone. Vinyl and Octavia sat by each other, nuzzling affectionately, while Engineer, Rarity, Spitfire, and the Doctor watched the goings on curiously.

Masky Pegasus had been gagged and bound to the point where he couldn't even move, much less disturb the song.

The pink Earth pony and blue pegasus looked at each other, grinning, and began to sing into the enchanted microphone, first Pinkie, then Scout, and then together in perfect harmony. Rarity grinned widely when she realized precisely WHAT they were singing, the microphone's creating instrumental accompaniment for them.

"We're Scout and Pinkie Pie

And we are here to say

We're gonna make you smile

And we will brighten up your day

It doesn't matter now

If you are sad or blue

Cuz cheering up our friends

Is just what we are here to do!

Cuz we love to make you smile, smile smile!

Yes we do!

It fills our hearts with sunshine all the while!

Yes it does!

Cuz all we really need's a smile, smile, smile

From these happy friends of ours!

We'd like to see you grin.

We'd love to see you beam.

The corners of your mouth turned up

has always been our dream.

But if you're kind of worried,

And your face has made a frown,

We'll work real hard and do our best

To turn that sad frown upside down!

Cuz we love to make you grin, grin, grin!

Yes we do!

Bust it out from ear to ear!

Let it begin!

Just give us a joyful grin, grin, grin!

And ya feel us with good cheer!

It's true some days are dark and lonely.

And maybe you feel sad?

But we will both be there to,

Show you that it isn't that bad!

There is one thing that makes us happy,

And makes our whole lives worth while!

And that's when we talk to our friends and get them to smile!

We really are so happy

Your smile fills us with glee.

We give a smile, we get a smile

Precious treasures to see

Cuz we love to see you beam, beam, beam!

Yes we do!

Tell us what more can we say to make you see,

That we do!?

It makes us happy when you beam, beam, beam!

Yes it always makes our day!

Come on everypony

Smile, smile, smile!

Fill our hearts up with sunshine,

Sunshine!

All we really need's a smile, smile, smile!

From these happy friends of ours!"

The song was just so happy, so joyous, that Mitta, the Doctor, Engineer, Rarity, Octavia, Spitfire, and Vinyl couldn't help but join in, singing as well.

"Come on everypony

Smile, smile, smile!

Fill our hearts up with sunshine,

Sunshine!

All we really need's a smile, smile, smile!

From these happy friends of ours!"

And as they sang, Scout and Pinkie Pie went into the finale, the others joining in the last.

"It's the perfect gift to see!

It's a smile as wide as a mile!

To make us happy as can be!

Smile!

Smile!

Smile!

Smile!

Smile!

Come on and Smile!

Come on and Smile!"

And all across Equestria, and even into the parts of the dragon lands and Griffhala that had been affected by the spell, everyone who had suffered from the evil musical magic woke up from their spell.

They had won.

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

The next day...

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

"No casualties in any of the effected areas," Barricade said, sighing in relief as she read the report sent from Canterlot. "Lots of injuries, but nothing critical."

"Nobody died," the Doctor said, "I call that a win."

"A definite win," Twilight agreed, nuzzling Spike, who blushed with embarrassment, just glad that it was all over. "I'm gonna check on Rainbow Dash and Sniper. You okay here by yourself?" When Spike nodded, Twilight kissed him on the forehead, heading over to Fluttershy's, where she last heard that they were.

To her surprise, though, when she got close enough, she heard an all-too familiar song.

"Hush child,

The darkness will rise from the deep

And

Carry you down into sleep."

Twilight burst through the door, startling Fluttershy, who had been doing the singing. Engineer, Spy, and Pyro were there as well. She stared in confusion, Sniper looking back at her in amusement.

"It's all right," Engineer said. "Sniper and Dash both wanted to run a test."

"A test?" Twilight asked, confused.

"To see if it was the song or the magic that was responsible for every," Sniper said. "Thankfully, it wasn't the song, so it's not gonna cripple us if we ever hear it again."

"It's still a creepy song," Rainbow Dash muttered.

Twilight frowned. "I guess that makes sense..." she said. She noticed Spy in the corner, looking somber. "Actually, since I have you here, Spy, may I ask you something?"

"About what happened yesterday," Spy said, nodding.

Twilight nodded. "Zecora said that she was attacked by Chrysalis. How did you get away from her?"

Spy grimaced, clearly unhappy talking about what he felt was sensitive information in front of everyone, but sighed. "...I made a deal with her. One favor in exchange for releasing Zecora and returning the herbs she had stolen." He shook his head. "I'm worried that I've been compromised. She knew who I was, knew WHAT I was... I could feel her thoughts in my head..."

"Can you feel them now?" Twilight asked.

Spy thought for a moment, and shook his head.

Twilight smirked. "Then you may not be as compromised as you think. I actually have been planning in case Chrysalis ever tries for revenge," she said, explaining her plan.

Fluttershy went wide-eyed. "Oh my..." she said softly.

Rainbow Dash grinned. "My my, you've developed a vicious streak," she said.

Twilight snorted. "She tried to brainwash my brother into being food and left my favorite foalsitter to die on their wedding night. I am NOT messing around with her if I ever see her again."

Engineer nodded. "A sound plan," he said, Pyro nuzzling up against him idly.

Twilight nodded. "I'm glad you think so," she said. "Listen, I also wanted to check on Zecora as well. Anypony know where she is?"

Pyro gestured into town. "Last I saw Rarity was taking her to the spa," she said.

Twilight nodded. "Okay, thank you," she said, teleporting away in a flash.

She reappeared just outside a hottub, where Rarity, Zecora, and surprisingly Applejack were all relaxing. "You feeling any better today?" Twilight asked.

Zecora nodded. "The weakness in me is almost gone," she said. "I'll be fully renewed before very long."

Applejack smiled. "Ah wanted to make up for seemin' like ah didn't trust her, yesterday. Me'n Rarity chipped in the funds, so we're treatin' her to some fancy food and relaxation today."

Zecora shook her head. "There is nothing to forgive. You just wanted those you love to live. I just did what I could to ease their pain, and give the time to stop the evil refrain."

"Nevertheless, your potions averted a potential disaster, today," said a voice from the doorway. Harbinger stood there, smiling. The four mares smiled at him as he came up to the edge of the hot tub. "Zecora. Your potions will provide a much needed defense against Smooze related attacks in the future. You have tremendous knowledge of how to counteract it."

Zecora sighed. "In Zebrica there is a river of Smooze. I've been forced to learn a lot about ooze. In fact, countering the Smooze is part of how I earned my Cutie Mark," she said in her rhythmical way.

Harbinger nodded. "Well, in this instance, I come bringing word from Princess Celestia herself. She would have come herself, but she is attending to her sister's recovery."

"How are you doing, Captain?" Rarity asked. "You were just as affected by the musical spell as everypony else was."

Harbinger chuckled. "I'm not back at my top speed yet, but I will be," he said, turning back to Zecora. "And you... by order of the Princess, you are hereby awarded the Equestrian Medal of Honor for your aid in helping avert this catastrophe." He pulled a medal out of his saddlebag and put it over Zecora's neck, the zebra blushing.

Applejack grinned. "You deserve it, Zecora," she said.

Rarity and Twilight both nodded in agreement.

Zecora grinned. "I thank you, yes, this much is true... I'm glad you all trust me as I trust you," she said. And then she gasped, a ring of light forming around her neck, coalescing and forming into...

...a necklace. A golden necklace with a circular diamond, with onyx in the shape of Zecora's Cutie Mark lining it.

The zebra looked down on it in shock. Harbinger smiled. "And it seems that you have been rewarded for your trust. Zecora, Element of Harmony. Bearer of the Element of Trust."

Rarity hugged her tightly. Applejack chuckled. "Welcome to the club officially, Zecora."

Harbinger smirked. "This is a good day," he said. "Now where's Pinkie Pie and Scout? I wished to check on them, to see how they are doing."

From down the hall, came an angry cry. "C'mon, Aloe! We just need two hairdryers! It's not like you don't have ten more!" Scout said in response.

Pinkie Pie giggled. "And I promise that there's a 70% chance they'll be intact by the time we're done with them and return them!"

There was another angry cry, followed by laughter from Scout and Pinkie Pie, the two of them dashing down the hallway past Harbinger, Aloe chasing after them wielding a hairbrush like a dagger.

Harbinger stared.

Twilight chuckled. "The two of them pretty much picked up where they left off," she said.

Harbinger cringed. "Do I even want to know?"

"No," Applejack, Twilight, and Rarity said at once. Zecora just shook her head, chuckling.

Harbinger laughed. "A rather interesting group of heroes we've gathered," he said.

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

Elsewhere...

A place Mayor Mare decided she'd rather not know about...

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

TwO, Masky Unicorn said telepathically. yOu hAd TWO NiGhTmArEs.

I cAn ExPlAiN... Masky Pegasus stammered, struggling in his bonds.

TWO. AnD yOu LOST!

PlEasE, Masky Pegasus begged.

No. YoU wIlL rEmAiN uNtIl I fEeL yOu HaVe BeEn PuNiShEd EnOuGh, Masky Unicorn said, withdrawing from Masky Pegasus's mind.

The door opened, Masky Pegasus blinking in the light. Barricade and Harbinger walked into the dark, featureless, windowless room, smirking.

"Well well. Time to begin, I think," Harbinger said.

Do YoU tHiNk YoU fRiGhTeN mE? Masky Pegasus snapped.

Harbinger and Barricade traded amused looks. "True," Harbinger said. "Even with our ages put together, we are probably nowhere near as ancient as your master."

Barricade grinned cruelly. "But you'd be surprised what we mortals can learn in our short times alive."

Masky Pegasus shivered.

Harbinger smirked. "Now. Let's have ourselves... a friendly little chat."

TO BE CONTINUED...