Waking Nightmares

by Jonathan "KnightMysterio" Spires

Chapter 14: Quiet Sins – Part 1

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

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Sweet Apple Acres...

A Saturday...

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Engineer looked over the work he had done on repairing the primary barn the Apple family used, nodding in satisfaction. "That about does it," he said. It had taken a while to get the materials to finish the repairs, especially with the recent events that had occurred, but once he had gotten started, it had been a matter of days to complete it.

"Maybe now ah can finish the upgrades on mah Gem Sentry," he said, looking over at the large blue toolbox. He picked it up and unfolded it, revealing a crystalline device that looked like a teenaged pony. As he picked up the wrench that was in the toolbox to start tinkering with it, Apple Bloom came in.

"Howdy Engineer!" she said, smiling. "Whatcha doin'?"

Engineer smiled. "Just workin' on improvin' mah Gem Sentry. You never know when you might need more gun," he said, adjusting some of the Sentry's leg joints.

Apple Bloom frowned. She was uneasy about the concept of building weapons, but with everything that had happened, plus finding out about Zecora's nightmare, she was starting to see the need for them. She didn't like it when her friends got hurt, and she considered Zecora one of her dearest ones.

Still, it was a fascinating device. She looked it over, hopping up on a nearby hay bale as Engineer tinkered with it, adjusting gem positioning and the framework. "Why's yer Sentry look like a pony?"

Engineer blinked, as if he had just noticed it for the first time. He chuckled. "Well... Ah suppose ah'm just missin' mah daughter. Ah'm always kinda protective of mah Sentries in the battlefield, ah guess the two just sorta crossed over when ah started makin' her. Plus, I always wanted to make mah Sentries mobile."

"Huh..." Apple Bloom said. She looked over the device, and noticed something. "What's that panel on top for?"

Engineer looked at what Apple Bloom pointed at and smiled. "That's a solar collector. Ah'm modifyin' mah Sentry so she can shoot lasers outta her mouth at will."

Apple Bloom studied it intently for a moment and said, "...Wouldn't you get a better intake if it was curved up a little?"

Engineer blinked. "Hm?"

Apple Bloom shrugged. "Well... Sunlight just don't come straight down, don't it? Plus, with the way it's at on her body, so close to her neck, it'll look more natural. If'n you're goin' for the pony look, ah guess..."

Engineer blinked, mentally doing some calculations in his head. "That... that actually makes sense," he said, smiling and starting to disassemble the Gem Sentry's back. "Yeah, that'll increase her power output, and if ah adjust this accordingly..." He smiled at Apple Bloom. "You got a real talent for engineerin' Apple Bloom."

Apple Bloom shook her head, blushing. "Naw, it's just something ah do."

Engineer looked confused. "Well... Isn't that what a talent is? Something you do?"

Apple Bloom's eyes widened, stunned. She had never actually considered that before...

Engineer smiled, and ruffled her hair. "Well, no matter. If'n y'all want to help me with mah own projects, ah'll be happy to teach ya."

Apple Bloom nodded, her mind whirling as she tried to process this new thought. Before anything else could happen, though, Heavy came into the barn, grinning. "Tiny Engineer must come see this," he said, chuckling.

"What's up, Heavy?" he asked.

Heavy snickered. "Just... just come and see," he said. Engineer frowned, and closed up Gem Sentry, putting her back in her toolbox for the moment and following the titanic Earth pony into the kitchen of the farmhouse, where Granny Smith had several dozen jars set up around the room, all in formation.

She was wearing a drill sergeant's hat.

"All right..." she said, looking herself over. "Time to discipline the troops."

Heavy snickered. Engineer blinked, confused. "What troops?"

Granny Smith blinked, and smiled. "Oh, hello Rodrigo! Y'all done a good job on the barn! She's never looked better!"

Engineer smiled. "Yes, thank y'kindly. But... the jars?"

Granny Smith grinned. "It's all part of the process to makin' Zap Apple jam the best durn thing in Equestria. Y'all gotta discipline the jars, make sure that they're all in line. You gotta make 'em understand just how important it is that they keep the jam fresh. And some of them just don't got the discipline for it."

Engineer stared at her. "...Seriously?"

Granny Smith nodded, as if it were the most natural thing in the world.

Applejack came up to Engineer, sighing. "Ah know it sounds weird, but there's a lot of magic in the trees. This specific procedure is needed to make sure it's all done RIGHT."

Engineer stared at the jars for a long moment, a wicked grin appearing on his face as wheels turned in his head. "...Does it have to be you that disciplines them?"

Granny Smith thought for a moment, and said, "Well, no, but Applejack and Big Macintosh are never serious enough with them..."

"Wait right here," Engineer said, a very Scout-esque grin on his face. "Ah'm gonna bring back the perfect drill sergeant for you."

Engineer ran off, Heavy following behind. "Where is Engineer going?" he rumbled.

"Must find Soldier," Engineer said, grinning widely.

Heavy laughed, realizing what he meant immediately. The two of them ran into town, finding Soldier getting breakfast at Big Macintosh's stand, taking his time and enjoying his day off.

"SOLDIER! Is sad day!" Heavy said, forcing a dismayed expression onto his face.

"You gotta come quick!" Engineer said. "There's a major discipline problem and YOU are the only one who can help!"

Soldier went wide-eyed. "Lead the way!" he said. "I'll whip those maggots into line!"

"Hurry!" Heavy said. "Is very important!"

The three of them ran back to Sweet Apple Acres, Soldier mentally going over motivational speeches in his head, preparing himself for any renegades in the ranks. When he got there, though, he saw nothing but a bunch of jars and Granny Smith in a drill sergeant's hat.

"Where's the troops?" Soldier said, looking around in confusion.

"Right here," Granny Smith said, putting the drill sergeant's hat on Soldier's helmeted head and gesturing to the jars.

"...The jars," Soldier said.

Heavy nodded, unable to keep a straight face. "Is very important," he said.

"It's for Zap Apple season!" Engineer said, managing to keep a straight face better than Heavy.

"...You're kidding me," Soldier said, glaring at the two of them.

"Ah now it sounds weird," Granny Smith said. "But it's mighty important. How will them rascally jars keep the jam fresh if they don't KNOW that they have to?"

"They're JARS," Soldier said, glaring at Granny. Applejack, Big Macintosh, and Apple Bloom came over to watch.

As Soldier and Granny Smith talked, Engineer grabbed a bucket, and scribbled four stars on it, putting it on Granny Smith's head. "Are you denyin' an order from a superior officer?" Engineer asked sternly, barely managing to repress a snicker.

Caught off-guard by the sudden presence of stars, Soldier eeped and saluted, smacking himself in the face with his hoof yet again. "Ow. N-NO! NO SIR! I'd never refuse an order, sir!"

Applejack shook her head, chuckling.

"Then go do your job, sonny-jim," Granny Smith said, pointing to the jars. "Ah was told y'all were the pony for the job, but ah'm startin' to doubt that you can maintain their discipline..."

"SIR! I WILL DISCIPLINE THE TROOPS, SIR! THESE JARHEADS WILL BE MORE THAN READY FOR ZAP APPLE SEASON SIR!" Soldier shouted, keeping his salute.

"He's noisy," Apple Bloom said.

"Little bloom pony has no idea," Heavy muttered, chuckling.

Soldier turned to the jars, his sense quickly returning to him. He sighed, irritated, looking back at both Heavy and Engineer, who were struggling desperately not to chuckle. He rolled his eyes, and decided to just go with it.

After all, he talked to his collections of heads before.

"Men," he said. "We have a grave task ahead of us. Zap Apple season is approaching, and we have to be ready for it." He felt absurdly silly. But he agreed to it, and he wouldn't back down now.

"Your task is to keep those jars of Zap Apple jam fresh and delicious! Zap Apples are a major profit margin for the farm," he guessed. He'd heard lots of good things about them, anyway, "and it is YOUR responsibility to make sure that their customers have the finest, most delicious Zap Apple jam of all time! I won't settle for anything less than the best out of your jarheads, and I intend to get it! You WILL keep those jam and preserves FRESH and DELICIOUS or I swear, by God, I will have you reassigned as Sniper's Jarate so fast your LIDS WILL POP OFF! IS THAT CLEAR?"

Applejack gagged, remembering what Jarate was from Demoman's memories when they were merged. Big Macintosh and Apple Bloom gave Engineer and Heavy confused looks. Engineer waved them off, too interested in what he was seeing.

Soldier's delusions started to kick in, and he began to see the jars as actual Marine cadets. He nodded to them and smiled. "Despite what you may think, I like you maggots. It's always good to see fresh faces in this man's army. But it's because I like you that I expect so much of you. It's because I expect so much of you that I will show you NO MERCY! You have a grand responsibility coming up, and you WILL live up to that responsibility! IS THAT CLEAR, MARINES!?"

Soldier glared at the jars when he didn't get the response he wanted, his delusions making him think they hadn't shouted 'Sir, yes sir!' loud enough. "I can't HEAR YOU!" he roared, pounding his hoof on the table where they were gathered.

The force of the blow shook the table, one of the jars cracking. Soldier's eyes narrowed, and he stormed over to the offending jar.

"...Is that a crack, Private Mason?" he said in a low, dangerous voice. To Soldier's eyes, the cracked jar was a cadet cowering in fear of him. He put a foreleg around it, as if putting an arm around a real person's shoulders. "You know, I've always been suspicious of you, Private Mason. Always lollygagging around, always looking at dirty magazines past lights out. And now I find you OUT OF UNIFORM." He tightened his grip on the jar. "You're a goldbrick, Private Mason."

"N-no! Please, sir!" 'Private Mason' said in Soldier's head.

"Goldbricks hold the unit back. They make them WEAK. And I refuse to have weakness in my unit, Private Mason, I will not tolerate it. Do you understand me?!"

"S-Sir, I can do better!" the delusion of Private Mason said in Soldier's head.

"Far too late, goldbrick! Consider yourself DISMISSED!" he said, throwing the jar with tremendous force against a wall. The jar shattered into a dozen pieces.

"NOOOOOOOOOOOO!" screamed Pyro, jumping in the nearby open window, startling everyone. She ran over to the remains of the jar, looking it over with tears in her eyes. "Private Mason! Speak to me!"

Soldier blinked, his delusions fading. He groaned internally when he saw Pyro.

She turned to him with a tear-filled glare. "You! HOW COULD YOU!? Private Mason never did anything to you!" she said, grabbing him by the lapels of his shirt with her magic and shaking him. "He had a family, damn you! You monster!" she sobbed, collapsing before him.

Engineer and Heavy had both collapsed with laughter, Applejack covering her face with her hat to stifle her own. Big Macintosh rolled her eyes and went to get a broom, while Apple Bloom just stared at the whole mess in confusion. Granny Smith looked over the jars and nodded.

"Y'all did good, sergeant! The troops are all ready for Zap Apple season!" she said after a moment.

Soldier rolled his eyes. "That's something, at least," he muttered. He looked down at Pyro, who was still sobbing at his hooves, and shook his head. He looked around briefly, spying an old, worn-looking sock. Must be one of Winona's toys, he thought, picking it up.

"Hey Pyro," he said.

Pyro looked up. "Huh?"

Soldier grinned, and held up the sock. "Look what I got!"

"OHMYGOSHSOCKY!" Pyro chirped, hopping to her hooves excitedly, forgetting about 'Private Mason' completely.

"See the sock? You want the sock?!" Soldier said with fake excitement, shaking the sock back and forth.

"Socky socky socky!" Pyro chirped, bouncing back and forth like an excited puppy.

"Go get the sock!" Soldier said, tossing the sock into another room.

"SOCKYYYYYYY!" Pyro cheered, diving after the sock and catching it in her mouth. She began chewing on it and worrying it happily, content as a puppy with a toy ball.

Soldier shook his head. "Nutbar..." he muttered. He turned to Granny Smith and asked, "Can I keep this hat?"

"Ah got like six of them, sure," she said, organizing the jars, not paying any attention to Pyro.

Soldier grinned, and went over to join Engie and Heavy. "'Matter of discipline,' huh? Important, huh?"

Engineer smiled. "It's important to them," he said.

Soldier shook his head and turned back to Pyro, who was now engaged in an intense tug-of-war with Winona over the sock. Heavy was now rolling around the floor in laughter at the scene. "Very strange girlfriend you have there, Engie," Soldier said.

Engineer sighed. "Yeah... But to be perfectly honest, she's about a thousand steps up from my ex-wife."

Heavy, who was recovering from his hysterics, said, "...Crazy firebug is better woman than Engineer's ex-wife?"

Engineer grumbled. "Let me put it this way: if it came down to a choice between repopulating the world with my ex-wife Irene or the Administrator, I'd start courting the Administrator without a second thought."

"Wow..." Soldier said, he and Heavy visibly impressed. The nine mercenaries all HATED the Administrator with a passion. For Engineer to say there was someone he hated more...

Engineer sighed as he watched Pyro, smiling. "Pyro, she... She's kind to me. She's been so good for me, both physically and emotionally..."

"You love her," Applejack said softly, coming up to the group.

Engineer smiled. "Yeah... Yeah, ah guess I do."

Soldier smiled at the thought. And then he collapsed, clutching at his head.

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In Soldier's mind...

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"Solly, I understand how you feel, but the Germans aren't going to be content with just Europe. I have to enlist, I have to do something to help!"

"Please... You're my little brother. I can't stand to see you go fight in a war that will just get you killed! There has to be a way to give peace a chance."

"Sometimes you have to fight to get that peace. Sometimes you have to stand up for what you believe in, to protect those you love."

"Someone has to be willing to take the first step. Someone has to show a willingness NOT to fight."

"And sometimes the enemy won't LET you go without fighting. Solly, look, I know how you feel. But I can see where this is going. They aren't going to stop. We have to move to stop the Germans somehow. And damn it, I'm not about to let my big brother and his family get killed by some jackass would-be world ruler with a stupid mustache and his minions!"

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Reality...

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"NNNGGHH!" Soldier grimaced, clutching at his head, as Heavy, Pyro, Engineer, and the Apples gathered around him, worried. After a moment, the pain passed, the memories fading. "I'm... fine..."

"Tiny Soldier does not look fine," Heavy rumbled, he and Big Macintosh helping Soldier to his hooves.

"Soldier, what happened?" Engineer said, looking him over.

Soldier shook his head, glancing down at the drill sergeant hat, which had fallen off when he collapsed. He decided to just leave it there for now. "I'm fine, it's just... Ever since we've been here, whenever there's been a peaceful period, I get these... weird flashes. They're memories, I guess... of before the War. This was just a strong one..."

"That's good though, right? Getting your memories back?" Apple Bloom asked.

"Maybe..." Soldier said. "I just... need time to think..."

"Is your brain going to explode? Because the way you were clutching your head, I thought that Demoman had put a stickybomb in your ear," Pyro asked, honestly worried.

Soldier shook his head, sighing. "I'm fine, Pyro."

"You sure? Lemme check to see if there is one..." Pyro said, leaning in to look at Soldier's ear.

"I DO NOT HAVE A STICKYBOMB IN MY EAR, PYRO," Soldier snarled, shoving her away.

Heavy chuckled.

"So you're okay then?" Pyro asked, unperturbed by the shove.

Soldier nodded. "I'm fine."

"Okay!" Pyro chirped. "Now where is Socky..." She turned to look for the sock, only to find Winona off in a corner playing with it. She hmmphed. "You win this round, Baroness Winona. But be warned: Justice shall be served. Socky shall be rescued from thy evil clutches. So swears BATPYRO!" she declared, jumping out the window she came in and running away, cackling.

Nutbar, Winona thought, going back to playing with the sock.

"That girl ain't right," Big Macintosh understated.

"Eeeyup," Heavy, Engineer, and Soldier said at the same time.

The group shared a quick laugh over it, the Apples heading off to other tasks while the BLUs went back towards town.

"In all seriousness, though," Engineer said, "Have you talked to anyone about this? Maybe Medic?"

Soldier gagged. "You're kidding, right? Medic's idea of helping someone's brain is removing it and dissecting it."

Engineer cringed. "Ooh, yeah, good point..."

Heavy huffed. "Doctor is not that bad..." he muttered.

Soldier sighed. "I don't know... Maybe Zecora has something that can help stimulate my memory... if I even want it back..."

Heavy blinked. "What do you mean? Isn't getting memories back good thing?"

Soldier hesitated. "These... these flashes of memory... I know they're of me. But they're so DIFFERENT from who I am now... If I do remember... What will happen to me?"

Heavy stared at him a long moment. "You are scared," he said finally.

Soldier glared at him. "I'm not scared!"

Heavy kept his gaze on Soldier. "Soldier is scared. Soldier is scared that remembering will make you become horrified by what you are today, or even worse, that the memories will make you weak, make you less of credit to team."

Engineer nodded. "Soldier, you're one of the toughest old cusses I've ever met. I sincerely doubt that there's anything that can make you weak. And so long as you remember that we're all your friends and we'll all stand by you, you can face up to your past."

Heavy grinned. "Now and forever, BLU stands united. Isn't that what you always say?"

Soldier smiled, relaxing a little. "Thanks guys," he said. "I think I will try going to Zecora..."

Engineer nodded. "Spah mentioned that Zecora needed some stuff from town today, y'all might be able to find her there."

Soldier nodded, splitting off from the two of them once they got into town and heading for the marketplace. He found Zecora with Spy looking through the stores of an herb salespony with a long mane died in psychedelic colors, long enough to hide his unicorn horn.

Soldier scowled at the lazy grin on the stallion's face and his overall shabby appearance. Hippy, he thought angrily, deciding to just ignore it for now.

Zecora picked out the herbs and roots she wanted, and moved to pay. The hippy pony didn't respond at first, seemingly in a daze. Spy fumed.

"Why are we dealing with zis idiot again?" he said.

"As depressing as it is to admit indeed, this fool's the only one who has certain roots I need," Zecora muttered. She reached over the counter and hit him.

The hippy pony blinked, as if barely noticing the impact. "Oh hey. Got everything you need?"

Zecora nodded. "My shopping is done, as your reduced stores show. Please allow me to pay and go," she said.

The hippy pony grinned. "Groovy," he said, causing Soldier to gag. "That'll be..."

Zecora gestured to the money on the counter.

"Sweet," the hippy pony said, picking up the coins and placing them in a pouch. "Have a nice day, stripey dudette."

Zecora rolled her eyes, giving a polite farewell, she and Spy heading away.

Spy sighed. "Finally... I felt I was going to get high just from being near him..." he muttered.

"A strange fact I tell you, that is no lie," Zecora said, smirking, "he's even disliked by Pinkie Pie."

Spy chuckled. "Interesting... I figured zat she liked everyone in town."

Zecora grinned. "She throws him parties, and all of that jazz. But he just sits there in a daze, while she goes off to spaz. He never reacts unless there's food, which he never compliments. Pinkie finds him quite rude."

Spy laughed. The two of them were briefly startled when Soldier came up to them.

Spy smirked. "And here I thought ambushes were my province," he said.

Soldier nodded to him, focusing his attention on Zecora. "I... need your help," he said, explaining to the zebra herbalist about his memory flashes.

"Zey have been getting stronger..." Spy said softly. Zecora said nothing, a thoughtful expression on her face.

"I... I need to remember, Zecora," Soldier said. "The flashes are coming more and more often. If they come during a battle..."

Zecora nodded. "I understand," she said. "Return with us to my hut. I shall see if we can free your past from its rut..."

Soldier followed Zecora and Spy back to their forest home, where Zecora began to brew up a potion. As she did, Soldier turned to Spy and asked, "How's she holding up since the dream?" in a low voice.

Spy sighed. "She's gotten to ze point where she's no longer afraid to touch her cauldrons anymore, so zat is somezing. I finally managed to convince her to get potion ingredients," he said. "And last night she was finally able to sleep alone." He turned to Soldier, and added, "And no, I have not 'taken advantage' of the situation."

"I wasn't going to say anything," Soldier said, smirking. Although he had been wondering why Spy hadn't been sleeping at Rarity's the past few days.

Spy chuckled. "It is only because I know of ze reputation I have developed that I excuse it," he said. "But know that above all things, I am a GENTLEMAN. And a gentleman does not take advantage of a woman needing comfort."

Soldier smirked. "One of the few things I like about you, Frenchie."

Zecora quickly threw some ingredients together, brewing them in a small cauldron on her desk, calmly chanting in Zebrican as she mixed it together. The smell quickly became foul, to the point where even Soldier, who savored the smell of a war-torn battlefield, started to gag.

"Is it supposed to smell like the aftermath of Heavy visiting the bathroom on burrito night?" Soldier said.

Zecora, who by this point was holding her own nose and opening all the windows. "The smell is foul, this I admit, but the potion is a guaranteed memory fixit."

She finished brewing the potion, which by now had the consistency of applesauce and the color of state chocolate. She poured the potion into a glass.

"This will bring your memories to light," she said, "So that they do not appear in the midst of a fight. But before I give you this memory brew, I must ask if you're sure this is what you want to do?"

Soldier hesitated, staring at the glass. "I have to know, Zecora... If that migraine I got earlier was any indication of what's to come as more of my memories return, then it's better to get

Zecora nodded. "If there is any fear in your heart, please let me know before we start," she said, offering the glass to him.

Soldier snorted. "Lady, I shoot rockets at my feet to help me jump higher. Taking a swig of memory juice is nothing," he said. He picked up the glass, fumbling a little with it, and began chugging the formula.

Zecora looked at Spy, worried. "Does he really...?"

Spy nodded. "Oh yes. More zan once Medic has yelled at him about it," he said, chuckling.

Soldier finished the drink and set it down, smacking his lips.

"Wow," he said after a moment. "That tasted even worse than it smelled."

And then he remembered EVERYTHING.

Letting out a cry of pain, he collapsed, clutching his head, tears streaming down his face as every memory he had repressed came rushing back to him, as if a floodgate had been opened in his mind.

"Is zis supposed to happen?!" Spy asked, rushing to support Soldier.

"I must admit that I am not sure, the reaction's never been this intense before!" Zecora said.

"I..." Soldier said, his voice almost a moan. "I'm fine... I just... I need to be alone for a bit..." He staggered out the door and into the forest. Both Spy and Zecora moved to stop him, but both suddenly froze in place. After a moment, they began walking back towards town, neither of them saying a word.

They met up with the others as they headed towards town. "So what's going on?" Applejack asked.

"Twilight wanted us to meet her in her lab," Spy said, smiling pleasantly.

Engineer frowned. "Where's Soldier?"

"My memory potion gave him a strong hit. He's fine, he just wants to be alone for a bit," Zecora said, smiling benevolently.

"Uh huh..." Engineer said, frowning. He turned to Heavy and said, "You remember hearing about Twilight wantin' t'meet us?"

"Was told yesterday," Heavy rumbled. "Just forgot until now."

"Really, Engie, vurrying needlessly is my department," Medic teased. "You're breaking up ze group dynamic."

"Yeah yeah, let's just get this over with," Scout said. "Me and Pinks, we got some plans."

Engineer smiled. "Well, ah guess I'm just jumpy from all the Nightmare attacks," he said. After all, Twilight wouldn't hurt them, right?

"Be ready for anything," he told Pyro, Sniper, and Demoman, all of them nodding.

"I still don't know why we all have to be there," Trixie said, "Derpy and I still don't have our Elements yet, so we can't properly help in any experiments yet."

"Twilight wouldn't call us all without good reason," Rainbow Dash said, looking in Trixie's general direction.

The eight BLUs and eight Element bearers all went over to Twilight's treehouse, finding the lavender unicorn waiting for them just outside. "C'mon," she said. "It's important that I have you all here for this."

She led them all inside the building. As she passed Spike, she said, "Would you make snacks for everypony? And get some for yourself, too."

"Sweet!" Spike said as he finished setting up food for the Peewee and Owlowiscious.

Twilight smiled pleasantly. "Oh, and one more thing: don't come downstairs for the next twenty minutes."

Spike blinked. "Huh?"

"It'll be safer for you if you just stay up here," she said, grinning.

Spike frowned, confused, but then nodded. "Running an experiment, then? I gotcha," he said. "I'll have everything ready by the time you're done."

Twilight smiled, hugging Spike. "Thanks, Spike," she said, turning back to the gathering of ponies and motioning for them to follow her.

Engineer started to move forward, but then he noticed Pyro with a worried expression on her face.

"You okay, darlin'?" he asked.

Pyro turned to him slowly, and said, "...Mister Balloonicorn said he can't follow me down. He says there's something nasty down below..."

Engineer bit his lip, looking over at Twilight, who was waiting for him with a pleasant smile on her face, the others all filing downstairs. "Well..." he said hesitantly. "All the more reason you should come. Your flames can burn away anything nasty, and anything that can't be burned can just be blown away with an airblast. Remember Monoculus and the flyin' eyeballs it shot at us?"

Pyro still looked worried. "I guess so..." she said, and started downstairs with Engineer. "Scout's being way too quiet..."

He is, Engineer thought with mild alarm. Something's wrong...

Pyro stopped on the staircase near the floor, a terrified expression on her face. "We... we need to go..." she said, her head darting back and forth worriedly.

"Pyro... Pyro, what's wrong?" Engineer said.

"Sheila, what is it?" Sniper called out, taking to the air.

Pyro shook her head, tears coming to her eyes as she started back up the stairs. "This is wrong... This is bad! We need to get out of here NOW!"

"Pyro, what's happening?" Demoman demanded, he and Sniper looking around for a potential threat.

"You don't understand!" Pyro almost shrieked. "This place... something bad is here! Pyroland is ROTTING! WE NEED TO LEAVE NOW!"

"Ahhh..." Trixie said, grinning nervously. "If the crazy firebug is scared, I'm betting we should probably go..."

"Ah'm all for that," Applejack said, "C'mon everypony!"

"No," Twilight, Zecora, Fluttershy, and Pinkie Pie all said as one.

And then the lights went out, blanketing the room in total darkness.

There was some confusion at first. Engineer and Pyro ended up falling off of the stairs the short distance to the floor, while everypony else save for Rainbow Dash, who was used to moving in darkness by now, all stumbled over each other.

"All unicorns, light up the room with yer magic! NOW!" Engineer ordered. His, Pyro's, Trixie's, and Rarity's horns blazed to life, bathing the room in a soft glow...

Revealing Spy standing in the midst of them, having mutated into a changeling version of himself, his eyes glowing black. He let out a hissing roar, everypony else shrieking in fright and backing up.

Trixie backed towards the stairs, revealing Heavy standing guard by them, a demonic grin on his face, his eyes glowing black. Behind him, a healing beam emanating from his horn, was Medic, his eyes as dark as the others.

Pyro's fiery magic aura blazed brighter from the fearful sight, revealing Scout clinging insect-like to a wall, his neck twisted at an impossible angle, a cruel grin on his face, his eyes as dark as the others.

"What is it?!" Rainbow Dash asked, looking around frantically. "What's going on?!"

"Rainbow Dash..." hissed a cold, sinister voice.

A terrified chill raced up Rainbow Dash's spine. "I know that voice..." she whispered, her eyes widening in fright.

Rarity and Applejack had similar frightened expressions on their faces. "It cain't be..." Applejack said. "We healed her... turned her back to normal!"

"That you did," said the voice, although now it seemed to be coming from two mouths now.

"But something interesting happened," said the voices again, with a third added.

"I still live... in a way..." said the voices, with a fourth added.

"Over there!" Rainbow Dash said, pointing in the direction of the voices. The unicorns all turned their light away from the possessed BLUs, shining it to one corner of the room.

Sitting together in one corner, shrouded in darkness, was Pinkie Pie, her hair gone straight, along with Zecora, Fluttershy, and Twilight Sparkle. Cold, demonic grins were on their faces, their eyes catlike and glowing blue.

Engineer shivered. This was so much different than the last time Pinkie was possessed. Before, there was a sense of unease, but no fear. Now, though, the sheer terror he was feeling... it was unlike anything he had felt before.

Pyro held close to him, whimpering. "Cold bad bad cold bad bad cold..." she chanted, shivering.

"What the bloody hell is this?" Sniper demanded, visibly shaken.

"You..." said the voice through Twilight's mouth. "Angel-Hearted Builder... Dark Element of Generosity... You remember when the upstart borrowed my doorway..."

"Doorway... What do you mean?" Engineer demanded. "What doorway?"

The four possessed mares laughed. "The doorways opened by my gifts..." they said.

"The nightmares..." Rarity said softly, realizing.

"Oh yes, Light Element of Generosity," said the voice through Fluttershy. "I am indeed the one who sent those lovely gifts to your friends... Gifts that you remaining five have yet to receive..."

"What's going on?!" Demoman demanded. "Who is this hag?"

"Princess Luna's dark side..." Rainbow Dash said softly, her body lowered in a fight ready position. "Nightmare Moon..."

The BLUs felt their blood run cold at the mention of the name.

"The Lady of Nightmares..." Engineer said softly, remembering the voices he had heard earlier.

"But she shouldn't be here," Applejack insisted. "We purified Princess Luna with the Elements of Harmony!"

"You had only six, as Celestia did," the voice said through Twilight. "Because the purification was incomplete, something interesting happened... I now exist separately from her, after a fashion. I am no longer bound by that weakling."

Derpy whimpered, remembering all too well Nightmare Moon's return. Trixie shivered. "You have an interesting idea of what a gift is," she said. "Especially since it seems others can use them to get in our heads."

The four possessed mares turned to grin at Trixie, her nerve breaking. She gulped hard and backed up against the wall with Engineer and the cowering Pyro.

"My gifts," the four mares said as one, "will be the only thing that saves you one day, Light Element of Hope. And as for the upstart... Heh... That foolish creature, nor either of its kin, will be able to use my doorways again. I will make sure of that."

"We'll stop ye," Demoman declared, glaring at the four possessed mares. "We'll stop the dreams, and then we'll stop ye yuirself."

The four mares just smiled. "Laughing Destruction... Dark Element of Honesty..." they said as one. "It won't be that easy..."

"Why are you here, Nightmare Moon?" Engineer demanded, his heart pounding with terror. "Why are you doing this?"

"To warn you," the demon said through her hosts. "A darkness will rise that only the force closest to the Element of Magic can conquer. For when the quiet sins start to spread, shall a nightmarish eclipse begin..."

A gust of dark wind blew through the room, impossibly 'blowing out' the magic glows of the unicorns. There was a frantic moment as everypony there tried to recover, when a soft, confused voice came from the darkness.

"Um... Why is everypony down in my lab?" Twilight asked, audibly baffled. "And why are the lights all off?"

There was a brief moment of confusion. Rainbow Dash, who was used to darkness by now, flew up and turned the lights back on, revealing that everypony who had been possessed was now back to normal. Once the others had all adjusted to the change in light, the witnesses explained what had happened.

The ones who had been possessed, understandably, were worried.

"This is bad... Very bad..." Twilight said.

"A mad goddess thought beaten still lives, is the one behind zose horrid dreams, and can possess us?" Spy said, pacing back and forth nervously. "Bad is too light a word..."

"I have to get a letter to the princesses... Especially Luna..." Twilight said. "C'mon, let's go."

Just as they started to leave, though, Spike stuck his head into the room. "Twilight! I know you told me to wait twenty minutes, but you gotta come up and see this! Masky Pegasus just escaped from wherever it was Barricade and Harbinger were holding him!"

"Do they need our help in containing him again?" Rarity asked.

Spike laughed. "No way. They're whupping his sorry butt all over Ponyville! I just didn't want you to miss it!"

The others traded confused looks and ran upstairs, heading out to see what Spike was talking about.

Sure enough, Masky Pegasus was free, running past the library. It was covered in half-healed scars (the others decided immediately upon seeing them that they didn't want to know what the two Captains had been doing to it), the desperation evident on its face even with the mask. It tried taking to the air, but Barricade literally slammed into it, plowing it into the ground and kicking up a large mound of dirt.

Trixie snickered. "Sweet Celestia, she really is a bulldozer."

Fluttershy grinned, blushing. "I never told Mom about the bullying I got at school... I was afraid she'd smush the ones responsible..."

"Cannot BELIEVE I am missing this beatdown..." Rainbow Dash muttered, cursing her blindness.

Masky Pegasus tried to scramble away from Barricade, but the titanic pegasus just grabbed its tail in her mouth and slammed it down hard enough to crack the pavement, Masky Pegasus's body making an audible squishing sound, even the BLUs wincing from the impact.

"Then again..." Rainbow Dash winced, having heard several things break inside of Masky Pegasus's body.

Whimpering, limping, its wings a mangled wreck, Masky Pegasus scrambled to its hooves and tried to run, only for an indigo tornado to pick it up and carry it towards the center of town.

Barricade smirked at them. "Good news, bad news," she said. "The bad news is that the Maskies did indeed kill the kids that went missing in Canterlot." The BLUs all turned to glare in the direction Masky Pegasus was taken, as the Elements all looked concerned. Barricade grinned, and added, "Good news, is that this Masky at least is getting some severe payback for his crimes."

"Good," Derpy said softly. "I can't imagine what the parents of those foals are going through... and I don't want to..."

"C'mon!" Scout said, grinning. "Let's go watch before Harbinger gets done whuppin' him!" The others all ran off, cheering Harbinger. Twilight hesitated, clearly wanting to write the letter to Princess Luna.

Medic grinned, motioning for her to follow. "Fraulein Twilight," he said, "ze letter can vait. You must learn to savor these rare moments of Schaudenfreude against vun who deserves it."

Twilight pawed the ground indecisively for a moment... and then grinned, running after the others. She really wanted to see one of those monsters get what was coming to them.

They found Masky Pegasus and Harbinger in front of City Hall. The Masky lay in a bruised, battered pile. One leg was badly twisted, its wings a mangled wreck. It was visibly wheezing.

Harbinger stood before it, a stoic expression on his face. "Harbinger is not my original name, you know," he said. "It's one I earned."

WhY sHoUlD i CaRe? Masky Pegasus snarled.

Harbinger smirked, and blurred past Masky Pegasus again, the creature jerking as if struck four times. "I earned it because in my years of service, the enemies of Equestria began to regard me as a herald of sorts. And so I became Harbinger. Herald of Doom for Equestria's enemies. Mark my words well, creature. For I am also the harbinger of your doom."

Masky Pegasus looked into Harbinger's eyes, and saw the truth of that statement, saw that he would kill it without hesitation. He looked around frantically, trying to find a way out... and saw the Elements and the BLUs running towards them.

It glanced back at Harbinger, who was starting towards it again, taking his time, moving casually. It knew it had only one chance at this... It staggered to its hooves, braced itself... and then LAUNCHED itself with surprising strength at Heavy, tackling the giant Earth pony with enough force to knock him away from his comrades, Heavy landing on his back with Masky Pegasus atop him.

Before anypony could react, a gash on Masky Pegasus's chest opened, a tentacle of Smooze oozing out and forcing its way down Heavy's throat.

"GET OFF OF HIM, MAGGOT!" Soldier bellowed, jumping out from behind a building and tackling Masky Pegasus, knocking him away from Heavy. Soldier, his expression one of berserk rage, began slamming Masky Pegasus's head into the ground over and over again, making bloody imprints in the ground. "YOU DON'T TOUCH MY FRIENDS, DAMN YOU! YOU DON'T TOUCH MY FRIENDS!"

"SOLDIER! Enough!" Captain Harbinger ordered, he and Demoman forcibly pulling Soldier away from the battered demon.

"Solly, ye stopped him!" Demoman said, holding onto his longtime friend tightly, trying to calm him down. "That's enough!"

ToO lAtE... Masky Pegasus cackled, slowly pulling its broken, battered form upright and pointing in Heavy's direction.

Heavy was writhing about in agony, clutching at his throat. Medic ran over to him, tried to heal him, but a purple flash came up the healing beam, knocking Medic away. Heavy let out a roar of pain, thrashing about as a horn sprouted from his head, massive wings starting to grow through his vest and shirt, tearing them. A cloud of smoke billowed up around him as the BLUs watched in horror at their friend's transformation, not knowing what to do to stop it.

Masky Pegasus cackled. YoU wIlL aLl SuFfEr NoW! mY tItAnIc NiGhTmArE wIlL cRuSh YoU aLl!

Rainbow Dash decked it, knocking it down again.

Shrouded in smoke, Heavy, now larger and more imposing, his eyes glowing white, stood up, spreading his wings, the smoke starting to disperse.

"I AM NIGHTMARE... CUDDLES!" the creature declared.

The smoke dissipated, revealing what could only be described as a giant, pastel, baby blue plush toy version of Heavy.

"What?" the BLUs chorused, confused.

"What?" the Elements chorused, equally confused.

WHAT?! Masky Pegasus wailed, staring at the fluffy, grinning abomination with the teddy bear print shirt and heart print vest.

WhAt. Masky Unicorn said from the hidden place where it was observing this nonsense, Masky Earth Pony laughing its fool head off.

Nightmare Cuddles looked around, smiling warmly at the gathered crowd of ponies. He then spotted the BLUs and grinned happily, scooping them up in a huge bear hug. "My friends, my friends!" he declared, hugging his comrades tightly. "My name here!" he added, giggling and fluttering his giant wings.

"...Yeah, ah got nothing," Engineer said after a moment, having no idea what to make of this new creature.

Scout began laughing. "Holy crap. This Nightmare's passive!"

Pyro giggled. "He's adorable! I love it!"

Nightmare Cuddles blinked. "Love? I LOVE love! I love you all!" he proclaimed to all of Ponyville, who began trading amused looks when they realized they weren't in danger.

Barricade, by this point, was rolling on the ground, laughing her head off. Even Harbinger was having trouble keeping himself from laughing.

"Well," he said, putting a hoof on the shoulder of the dejected Masky Pegasus. "I don't think that went the way you wanted."

Masky Pegasus made a pathetic squeaking sound.

Harbinger snickered. "Come on now," he said. "Let's get you back to your prison."

Masky Pegasus didn't even resist as Harbinger led him away.

Nightmare Cuddles giggled, and began singing, pulling a ukele out of nowhere and dancing around.

"I'm so happy!

Aha! happy go lucky me!

I just go my way,

Living everyday!

I don't worry!

Worrying don't agree,

Things that bother you,

Never bother me!

Things that bother you,

Never bother me

I feel happy and fine!

Aha!

Living in the sunlight,

Loving in the moonlight

Having a wonderful time!

Haven't got a lot,

I don't need a lot

Coffee's only a dime

Living in the sunlight,

Loving in the moonlight,

Having a wonderful time!"

The song sounded so wrong when sung in Heavy's deep rumble. The song seemed more suited for someone with a much higher pitched voice.

Everypony watched, a mix between confused and amused by the whole thing, as Nightmare Cuddles danced around. All save for two.

Rainbow Dash, standing next to Medic, blinked, her ears perking when she heard something coming from him. "Are your... teeth grinding?"

Engineer and Pyro turned towards him, overhearing Rainbow Dash. Sure enough, Medic's expression as he stared at Nightmare Cuddles was one of pure rage, his teeth tightly clenched.

"Zis... Zis is wrong... Ve have to reverse zis as qvickly as possible..." Medic snarled.

"No one seems to be in any immediate danger, Medic," Engineer said.

"Except Heavy. Ve have to restore him, and destroy zis... zis sickening PARODY!" Medic snarled. "I vill not tolerate zis. FIX IT, or I svear by everything I hold holy, zat I vill CARVE Heavy out of that... freak!"

Medic stormed away, Engineer frowning. Pyro nuzzled him, worried. "Engie?"

Engineer sighed. "He's right. We have to get our friend back to normal. Nightmare Cuddles seems pretty passive, so ah guess we can take our time and think this out a little. Since ah'm not sure if we can use the merges outside of a combat situation, let's try talking to Doctor Hooves. He's been doin' a lot of research on the Smooze since he joined up in this."

"I'll go with you," Pyro said. "I like Doctor Hooves. He always has nice cookies."

Engineer smiled.

Soldier was the only other one who didn't seem amused by Nightmare Cuddles. Glaring at the creature suspiciously, he came up to Derpy, startling her when he got her attention.

"It's good to see you, Soldier. I heard you took a memory potion from Zecora?" she said, smiling.

Soldier nodded. "I remember my past completely now... If we live through this, I'll tell you about it..." he said.

Derpy blinked. "Live through... Soldier, look at him!" she said, gesturing to Nightmare Cuddles, who was now happily dancing with Pinkie Pie. "He's a plush toy!"

Soldier stared directly into her eyes. "Derpy, this is very important, and I need you to trust me and do exactly as I say. Do you trust me?"

Derpy blinked. "I... Yes, I do..."

Soldier nodded, relieved. "I want you to make sure that you and your kids do not go near Nightmare Cuddles under any circumstances. Is that clear?"

Derpy gave him a confused look. "But why..."

"Is that clear?!" Soldier demanded.

Derpy nodded, nervous. "Good," Soldier said. "I have a terrible feeling about that... thing... I need to do some more recon, though..."

He ran off again, disappearing into the shadows of the buildings. Derpy stared at Nightmare Cuddles, trying to get a sense of why Soldier was worried.

But she just couldn't see it. She didn't feel any menace from this pastel plush toy of a Nightmare at all.

A few minutes later, Nightmare Cuddles finished his mini-concert, and proclaimed that he was going to be helpful for the rest of the day and make lots of friends. Engineer and Pyro headed for the edge of town, where Doctor Hooves's lab was.

When they were a block away, however, Nightmare Cuddles literally appeared in front of them, grinning widely.

"HELLO!" he chirped.

Engineer patted his heart, shaking his head in irritation. "Don't do that," he said.

"Oh, I am sorry," Nightmare Cuddles said, looking honestly apologetic. "I will be sure that you see me coming next time."

"That's okay," Pyro said, grinning. Something about this creature was strangely comforting to her, like it fit directly into Pyroland. "So whatcha up to?"

Nightmare Cuddles shrugged. "Got curious as to what my friends were doing. Tiny Engineer and Pyro were closest," he said.

"We're just goin' to see if Doctor Hooves can get you fixed right up," Engineer said.

Nightmare Cuddles blinked. "Fix me? But I feel fine," he said.

"Heavy... You're not fine. You've got a huge case of Smooze poisoning and its only because of dumb luck that you weren't turned into somethin' violent. We need to get you back to normal," Engineer said.

Nightmare Cuddles grinned. "Engineer is credit to team and very good friend," he said, smiling. "Seems like a lot of work, though."

Engineer shrugged. "Not too much work, right Pyro?" he said, turning to look at her, only to find her staring at Nightmare Cuddles with a dazed look on her face. He whirled, only to find himself transfixed by Nightmare Cuddles's eyes, which were glowing with a soft blue light. He tried to look away, but he couldn't move, his mind and body paralyzed by the Nightmare's power.

Nightmare Cuddles smirked. "Yes. Is definitely too much work," he said.

Engineer and Pyro, both under the Nightmare's thrall, found themselves agreeing with whatever he was saying.

Nightmare Cuddles lowered his horn, which began to glow. A soft line of energy traced itself from Pyro's head to Engineer's, Engineer's vision becoming overlayed by Pyroland.

"Both of you have done SO MUCH for team," Nightmare Cuddles said, his puppets nodding mindlessly. He smirked, and added, "I think you both should relax. Let other ponies handle problem. Enjoy the happiness of Pyroland, and make out like horny little rabbits."

His eyes stopped glowing, Engineer and Pyro staggering a bit as they recovered from the brainwashing. Engineer blinked, removing his goggles in confusion, only to find that he was still seeing Pyroland.

And more, he was finding it hard to care. "You're right, pardner," Engineer said. "We've done enough."

Pyro nodded. "Let someone else handle things," she said. "Me and Engie are gonna go have some fun."

Engineer blushed. "Soon as we figure out how," he said, looking around the colorful landscape that was Pyroland.

Pyro giggled. "Oh, I have an idea or two. Now c'mon," she said, tugging him gently with her magic.

Nightmare Cuddles grinned wickedly as he watched the two of them run off, presumably to find a nice, quiet makeout spot. He stroked his chin thoughtfully, looking in the direction they were going initially.

"...Doctor Hooves is no threat," he rumbled, heading for Doctor Hooves's lab. "But better to be safe than sorry. No need to rush this, either. After all, I have all the time in the world now."

TO BE CONTINUED...