Waking Nightmares

by Jonathan "KnightMysterio" Spires

Chapter 22: Further Complications

The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts two days after the events of Chapter 21. Note about my tumblr: If something happens there that looks like a scene instead of a question answered, then unless I say otherwise it's canon to the story. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance.

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BLU Base...

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Engineer tapped away at his computer, which was attached to Gem Sentry. He went over Gem Sentry's code, his eyes scanning rapidly for any anomalies. Although Engineer and the others had started just calling her 'Gem,' since she seemed to be more 'pony made of guns' rather than 'guns that look like a pony.'

Gem swayed her head back and forth, beeping happily to the beat of a musical number that she had witnessed Pinkie Pie and a good portion of the town perform today, a cheerful little tune about friends in surprising places. Engineer had questioned several ponies afterward, several of them guessing that the song was about Chrysalis and her changelings.

"Ah swear, Gem," Engineer said, "Ah'm gonna figure out how Pinkie Pie works if it kills one of us."

Gem frowned, beeping.

"Of course I don't mean that literally," he said. "Ah'm just... frustrated, is all. There's still so much ah don't understand."

Gem spoke at length, making electronic noises similar to Engineer's regular sentries.

Engineer nodded. "Ah suppose," he said. "But it's hard for me to just let things go unanswered, y'know? Plus the fact that a brilliant pony like Miss Twilight's given up on it is just baffling."

Gem spoke again, her electronic warbles sounding petulant now.

Engineer rolled his eyes. "Now, y'all were told why you couldn't be crowned a princess, Gem," he said, smirking.

Gem beeped.

"That's just rude," Engineer said.

Gem gained a sheepish look briefly, making a whistling sound.

Engineer smiled. "Good. Always remember: manners," he said. "No daughter of mine is gonna be brought up rude."

Gem blinked, a startled look coming over her face.

Engineer smiled. "Well... You're your own person now," he said. "You got a metric ton of guns in ya, but you have your own personality. Your own will. And since ah created you, ah guess that makes me your Dad." He shrugged. "It sounds a bit goofy, but ah like it."

Gem blinked again, a smile coming to her face as she considered this. Daddy... she thought. I'm a person and I have a Daddy... The thought was very appealing.

Engineer chuckled. He finished typing, looking over the last of Gem's code, and sighed. "Everything's normal. No abnormal code, no hidden programs. That Hoody feller, whatever he or she is, musta just finished adding in the programming I put it."

He shut down his computer and unhooked Gem from it. She got up, stretching, her crystalline body making slight scratching noises as she moved. She smiled at Engineer, who nodded.

"Clean bill o' health, darlin,'" he said, grinning.

Gem beeped, her expression turning a little nervous.

Engineer sighed. "That was an electro-sapper, darlin.' Spah usually uses them to... to destroy sentries on the battlefield." He shook his head. "Ah'm sorry that y'all had to feel that. Ah never realized what those things actually did t'mah creations..."

Gem let out a whirring whimper of fear.

"It wasn't our Spah that did it, darlin.' He doesn't have his sappers and they didn't translate over into a power for him, not even a changeling-style power," Engineer said. A dark look crossed his face as he added, "But when ah do find the backstabbin' snake that did it, ah'm gonna shove mah wrench so far up his ass that ah'll have to take it out of his nose..."

Gem beeped approvingly, nuzzling Engineer.

"Hi!" Pinkie Pie said, appearing behind them.

"GAHAGH!" Engineer said, he and Gem leaping back in shock. "Dangit, Pinkie, why can't y'all just walk in a room normally like other folks?!"

Pinkie Pie shrugged. "Folks kinda expect these sorta gags from me," she said. "So what's up? Is Gem Sentry gonna be okay?"

"Just Gem, now," Engineer said. "And it seems so. Thanks for bein' concerned."

Pinkie Pie grinned. "Well, she's a new friend! I always make sure that new friends feel loved! Plus, I still have to plan a party for her!" she said, producing a party hat and a toy trumpet, putting the former on Gem's head and the latter in her mouth.

Gem tooted the trumpet curiously, blinking in confusion. She then began tooting the toy instrument repeatedly, liking the sound. Engineer facehoofed.

Pinkie Pie giggled. "See! She's in the party spirit already! Now I just have to figure out what sort of treats solar-powered robot ponies like..." she said, a thoughtful expression coming over her face.

Engineer sighed. "Listen, Pinkie, about that musical number today..."

"OH! That reminds me!" Pinkie said. "Since Gem has her own mind, that kinda makes you her parent, right?"

Engineer grinned. "Yep, that's what ah'm thinkin,'" he said. Gem grinned, tooting the toy horn happily.

"Would you be the mommy or the daddy?" Pinkie Pie asked, honest curiosity in her eyes.

Engineer just stared at her. "...Obviously the father," he said.

"Really?" Pinkie Pie said, scratching her head. "'Cause it doesn't seem that way to me. You're more like the mommy, aren't you?"

"...Huh?" Engineer said, he and Gem staring at the pink party pony curiously.

Pinkie Pie shrugged. "Well, if you think about it... Foals are created inside the mommy's tummy, right? Born when the daddy and the mommy... well, y'know," she said, blushing and giggling a little. "Anyway, seed from the Dad goes into the egg from the mother, and the foal starts growing inside the mommy's tummy!"

"...Fairly simplified, yes, but ah still don't see what that has to do with," Engineer started.

"But in Gem's case, the egg was your original sentry design, right? When you fused with Rarity, that provided the 'seed' of an idea to make Gem into a pony-like robot, right? The idea 'grew' inside the 'womb' of your brain because of the 'seed' Rarity provided with her sense of aesthetics, which makes you Gem's mommy!"

Engineer's jaw had dropped to the floor, an utterly incredulous look on his face. "That... Pinkie, that's just silly!" he said. "Ah'm the male, therefore ah'm the father!"

Pinkie Pie shrugged, unperturbed by her idea's rejection. "Okie dokie lokie! Just getting my two bits in on the matter," she said, happily bouncing away.

Engineer shook his head, grumbling. He yelped as Gem suddenly leaped forward and hugged him, letting out a whirring beep that distinctly sounded like an excited cry of 'Mommy!'

"Now DON'T YOU START!" Engineer snapped.

Rarity peered in next, a smile on her face. "Hello, darlings!" she said. "I wanted to check in, see how you were doing, and..."

Gem almost immediately was at Rarity's side, scooping her up and making a warbling noise that sounded distinctly like the word 'Daddy!'

Rarity blinked, staring at the robotic alicorn nuzzling her and giggling, and turning to Engineer. "Um... Dell?"

Engineer sighed. "If I say 'Pinkie Pie was just here,' will that be enough of an explanation?" he asked.

Rarity chuckled. "Pretty much," she said. Gem just beeped happily.

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

Everfree Castle...

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"Amazing..." Medic said softly, admiring the architecture of the ancient temple. "Ve did not see zis on our way in through Everfree ze first time..."

Twilight nodded. "My position the first time I became princess was governor and protector of the Everfree Forest and any connected towns. The castle used to belong to Princess Celestia and Princess Luna, and was rebuilt for me after my coronation. I conducted a lot of my royal business here."

Medic nodded, understanding. "Ja, I see. Celestia vould vant you to stay close to your friends, und you und ze others had been doing ze protection part already," he said.

Twilight nodded, sighing. "The nobles... weren't happy. But they got over it or learned to cope with it. I'm probably going to have to go through that hassle all over again..." she muttered. "At least it will be easier than the first time. No awkward inexperience to work through..."

Medic smiled at her. "Vell, you seem to be a popular royal in Ponyville," he said.

Twilight chuckled. "Yeah, if you and your five best friends managed to keep the town from getting wiped out of existence more than once, then you kinda develop a rep as somepony that you can trust," she said.

Medic grinned. "Und vith your added power, ze victory vill be guaranteed!" he said. "Maybe if ve can seperate somevun from a Nightmare like Cheerilee did, I can keep ze leftover Nightmare as an experiment!"

Twilight shook her head. "No... No, I don't think so..." Twilight said.

Medic blinked, looking at her. "Vhat do you mean?"

Twilight sighed. "...One thing I learned is that power means nothing. It's what you do with it. Nightmare Brutality was just that – a brute. He was clumsy, and focused far too much on melee fighting. Plus, I don't think he was fully used to his powers yet. If he had gone to that blade-winged form from the beginning, he could have butchered us all. I caught him off-guard, Medic, startled him with the aura shield that blocked the feather blades he threw at me."

Medic gulped.

"Plus..." Twilight shook her head, frustrated, "plus, if Chrysalis hadn't shown up when she did, we would have all been killed. Me, Barricade, the fusions, all of us. Nightmare Gardener had us dead to rights."

"Zat... zat does put things in perspective," Medic admitted, visibly not as confident as before.

"At best, me unsealing my power gave us some more survivability against Slendermane's forces, and I'm starting to wish I did it sooner. The threat is escalating. And we STILL don't know what it was that attacked Gem after the fight was over," Twilight said. She closed her eyes, taking a deep breath. "But I'm not hiding from my problems anymore. I'm going to use the full measure of my authority to make sure that this town is protected, and to protect Princess Celestia as well."

Medic nodded, a thoughtful look crossing his face. "You spoke to me in private earlier of her troubles... Perhaps ze Sun Princess should rest? Certainly you, as her disciple und a Princess yourself, could easily fill in for her..."

Twilight rolled her eyes. "Oh yes, let's reveal that Celestia's going mad and replace the beloved Sun Goddess with a few millenniums worth of experience with the amateur alicorn who RAN AWAY and abdicated her crown when she made one big mistake!" she yelled, lapsing into the Royal Canterlot Tone near the end. She sighed, shaking her head. "Even if I felt I was qualified, which I don't, the nobles would never allow it. Not then, and especially not now. If worse comes to worst, the only pony I can see replacing Celestia is Luna."

Medic held up his forehooves placatingly. "All right, all right, I'm sorry," he said. "It vas just a suggestion."

Twilight smiled thinly. "It was a reasonable one. Just the wrong one," she said softly.

"Ve must focus on ze good, zen," Medic said, nodding firmly. "Ve have a powerful fighting force to defend against Nightmares should zey show up. Firstly, zere are ze nine Elements of Harmony, made even stronger vith you becoming an alicorn vunce again, und nine dangerous, violent psychopaths zat they can can fuse vith to make HEAVILY ARMED dangerous violent psychopaths!"

Twilight giggled, rolling her eyes. "Complimenting yourself too much isn't gentlecoltly, Medic," she said.

Medic snickered. "In addition, ve also have a living bulldozer of a pony in ze form of Fluttershy's mozzer, plus ze clever Doctor und his associates, and now Gem as well, plus Cheerilee und her new plant and earth powers," he said. "All in all, I'd say zat Ponyville is in very good hands, ya?" He paused. "Hooves. Vhatever."

Twilight nodded. "I guess so," she said, walking deeper into the temple, Medic following her.

"...How did you become an alicorn anyway?" Medic asked.

Twilight sighed, stopping and looking out into the cloudless sky. "There was a spell... an unfinished spell created by Star Swirl the Bearded, one of the greatest ponies of all time, that he had never been able to properly complete. Princess Celestia asked me to complete it. I read it aloud, not realizing that I accidentally cast it, and when I woke up... Rarity had Rainbow Dash's Cutie Mark, Rainbow Dash had Fluttershy's, Fluttershy had Pinkie Pie's, Pinkie Pie had Applejack's, and Applejack had Rarity's. They were all trying to do the talent represented by their Cutie Mark and... well, were doing terribly. Rarity kept trying to arrange stormclouds in a fashionable pattern, the animals HATED Rainbow Dash, Fluttershy has no talent for comedy, Pinkie Pie is as terrible at running a farm as she is wonderful at making ponies smile, and Applejack was attempting to make dresses. They believed that they had these Cutie Marks all their lives, and it was their destiny to perform these jobs they were horrible at and be miserable."

Twilight turned, and chuckled at Medic's aghast expression as he tried to process the images Twilight had just put in his head. "Yeah," she said. "That was pretty much my reaction."

Medic shook his head, composing himself. "So you finished ze spell, und zat changed you?"

Twilight smiled warmly. "Sort of... Part of it was my determination to save my friends from being sad, but..." she said, pausing and turning to Medic. "It was because of them. My wonderful, wonderful friends, and all the experiences I had with them. All the laughter, all the fears, all the tears... Meeting Applejack, Rainbow Dash, Pinkie Pie, Rarity, and Fluttershy was the best thing that ever happened to me. And it was because of all that had happened to us that I was able to figure out how to set things right and complete the spell, doing something that had never been done before: make new magic. Destiny magic."

Medic grinned widely. "Remarkable!"

Twilight nodded. "I was brought to a different plane once I finished the spell. And Celestia guided me through my transformation," she said, grinning. "It was... wondrous..."

"Oh, I vish I could have seen it..." Medic said. "Such a chance to study, to learn... Even if I don't really understand zis friendship nonsense..."

Twilight frowned. "You seem to be friends with the other BLUs," she said softly.

Medic fidgeted, clearly uncomfortable with where the topic was going. "It... varies from day to day. I like Heavy, and Engineer is tolerable. I frequently vish to murder Scout, Soldier annoys me, Pyro terrifies me, Demoman is a fool, Spy worries me, und Sniper is pathetically naïve for someone so 'professional...'"

"...And yet you stay with them, help them, get along with them." Twilight said.

Medic sighed. "Ja... I do," he admitted, smiling a little. "I am fairly certain zat I vould have killed myself a long time ago if I had not met zose dummkopfs..."

Twilight smiled. "Anyway," she said, moving further into the temple, "Let's continue the tour. We can talk about depressing things later." She entered a small room with a single chest in it, lifting it open with her magic and removing four golden hoofshoes and a regal, golden collar, along with a crown that looked similar to her Element of Harmony tiara.

"Ze royal regalia, I presume?" Medic asked.

Twilight nodded. "I should probably wear it more often that I did last time," she said. "Show I'm serious about staying a princess." She slipped the collar and crown on, and began to put on the hoofshoes.

"I vould think zat wearing ze regalia all the time vould be uncomfortable," Medic said, giving the alicorn an appraising look.

"Hm?" Twilight said. "Oh, nononono, it's really quite comfy." She levitated the collar off of her neck and put it around Medic's.

"Ooh, zat's nice," Medic said, feeling the smooth interior of the collar. "Is zat real silk?"

Twilight nodded, grinning. "Plus, it has a spell to make it even softer and prevent chafing."

"Zat is quite cozy," Medic said, almost purring.

Twilight thought a moment, and stepped out of her golden hoofshoes. "Here, try these on too. They'll be a bit snug, but they should still fit."

Medic nodded, and slipped into the golden shoes. They were tight around his hooves, being made for a mare and not a stallion, but they were the most comfortable things he had ever worn.

"My my my," Medic said, strutting around a little. "Ze perks of royalty."

"I'd be lying if I said I didn't take the time to enjoy some of them last time," Twilight said, grinning.

"Yes, VERY nice!" Medic laughed. "Vhy, one could easily get used to wearing..."

"Doctor?" Heavy rumbled, peering in the doorway.

Twilight and Medic both eeped, startled, looking over at the massive blue stallion standing in the doorway. Heavy stared right back, looking over the golden regalia Medic was wearing, a slow grin spreading over his face.

Medic quickly removed the regalia, giving it back to Twilight and standing off to one side, scowling. "Vhat do you want?"

"Bulldozer pony has some paperwork for little princess pony to fill out," Heavy rumbled, chuckling. "I volunteer to come look for her, Barricade point out old castle for me."

Twilight chuckled, putting on her regalia. "I'll be there shortly," she said.

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Meanwhile...

The school...

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"All right," Soldier said. "Good game, although Diamond, you really need to be less rough."

"Sorry," Diamond Tiara said, surprising the Cutie Mark Crusaders. "I'll be better about it next time."

"Good to hear," he said. "Get cleaned up, your next class is soon."

The foals all filed inside, save for Dinky, who just smiled sheepishly at him.

Soldier stared back at her, curious. "Anything wrong?" he asked.

"I just..." Dinky said, blushing and grinning, "I just wanted to say, I'm really glad you came to our world."

Soldier smiled. "Hnh. Just doing what's right," he said. "Everyone's been very accommodating, treating us well."

Dinky sat down beside him, and asked, "Mama said you were a daddy before. What were your foals like?"

Soldier flinched, grimacing. "I... Dinky, they died very young. A very bad thing happened and I lost my entire family before I ever got a chance to raise them..."

Dinky frowned and nuzzled him. "I'm sorry," she said.

Soldier sighed, smiling. "It's fine," he said.

Dinky bit her lip, blushing, and said, "Maybe... Maybe you can get the practice at being a daddy you never got back then by... well..." She blushed brighter, pawing the ground nervously.

Soldier frowned. "What are you saying?" he asked.

Dinky took a deep breath. "I... If you have to leave someday, I won't be mad or sad... But I've never seen mama this happy with anypony before..."

She nuzzled him again and went back inside to clean up. Soldier just stood there, frowning. His thoughts buzzed around as he worriedly processed what Dinky said, as well as his own doubts about ever returning to his world. In the end, the only coherent thought that he could come up with on the matter is, "I need to talk to Tavish this evening..."

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Sugar Cube Corner...

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"Are you sure you can handle all the extra work?" Carrot Cake asked, frowning as Demoman revealed the recent job he had just acquired.

Demoman scoffed. "The DeGroot family is legendary for their ability to multitask," he said. "Besides, I'm just makin' in-town deliveries for Miss Punch. More than enough time te devote te me work at the bakery."

Carrot sighed. "I'm not against it, I'm just worried about you overextending yourself," he said. "I mean, you're already trying to save Equestria while doing work here..."

Demoman chortled. "I appreciate yuir concern, laddie," he said, "But this nothin' compared to tryin' te destroy a RED Engineer nest while tryin' not te get sniped and dodgin' around the RED Scout and RED Soldier."

"I'll... take your word for it," Carrot said, remembering the fight just two nights ago. To keep his mind off of the fact that he nearly lost his children that day, he began to knead a pile of fresh dough on the counter. "Are you and the BLUs going to participate in the Running of the Leaves? That's next week..."

Demoman froze, his face falling a little.

"Tavish?" Carrot asked, worried.

Demoman chuckled weakly. "It's just... What ye said... We've been here long enough te reach a holiday..." he said in an uncharacteristically quiet voice. "I've... I've never been out of contact with me mum this long..."

Carrot stopped kneading the dough, frowning. "I'm sorry, I didn't realize..."

Demoman shook his head. "It's fine, Carrot me lad," he said, chuckling weakly. "It's just... hitting me hard right now. Bit of a nip o' Scrumpy, and some busywork, and I'll be right as rain."

Carrot nodded, and began kneading the dough again. "Well, I can provide a little busywork. Berry's put in an order for some cookies. Ruby's birthday is coming up, and Berry wants to give her a preemptive treat."

Demoman grinned. "That sounds like a grand thing," he said, looking over to the rack where the fresh cookies were stored. "Just take a bagful?"

Carrot nodded. "Put in about a dozen, mix up the varieties a little," he said. "If she doesn't have any deliveries for you, come right back. We're caught up on orders so there's no rush."

Demoman saluted, pulling a plastic sack off a nearby roller. He fumbled with it a little before he managed to open it, scooping twelve cookies out of the rack and heading off, putting the sack in his saddlebags. Familiar with the layout of the town now, it didn't take him long to make his way to Berry Punch's winery and deliver the cookies.

"Thanks again," Berry said, giving Demoman the bits to pay for the cookies. "This'll be a nice surprise for Pinchy to come home to."

"Aye, it will be," Demoman said. "Ever since I started working at the Cakes, I've woken up hungry just from how delicious their treats are."

Berry hesitated for a moment, and asked, "Pinchy's birthday is this weekend. Would... Would you like to come? She'd love to have you."

"Aye, I'll be there with bells on, lassie," Demoman said, laughing. "That daughter of yuirs is a burst of sunshine on even the dreariest day!"

Berry blushed, grinning. Almost compulsively, she leaned forward and kissed Demoman. It lasted only a moment, though, Berry realizing what she was doing and pulling back, blushing brightly.

"S-Sorry," Berry said.

Demoman chuckled. "I was'nae complaining, Berry me lass," he said. "Do ye have any deliveries for me before I go back?"

Berry blinked. "Yes, actually. Mr. Davenport, who runs the quill and sofa store downtown, put in an order for a bottle of Jura whiskey," she said, retrieving the expensive spirits and putting them in Demoman's saddlebag.

"...Quills and sofas?" Demoman asked, an incredulous look on his face.

Berry shrugged. "Some ponies have very specific Cutie Mark talents, like Mr. Davenport. Some, like Rarity and I, have a little more wiggle room in ours," she said, gesturing to the cluster of berries on her flank. "My talent's making berry drinks. I used that talent to make my famous wines and some other spirits."

"A fine talent, me lass," Demoman said, chuckling. "I'll see ye in a bit."

"Thanks again," she said, grinning and turning to deal with another customer as they came in. His expression fell briefly as he made his way towards the quill and sofa store. "Easy there, Tavish... Ye dinnae want te be gettin' too attached... This isn't yuir world after all. Even if Miss Berry is the first woman ye've ever found truly interesting, and her daughter such a joy to be around..."

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

The park...

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Spy calmly looked over the forms Mayor Mare had given him, sitting at a picnic table in the park. If the forms were approved, he'd have authorization to start up a private investigation firm. As he studied them, though his mind wandered a little over the past few days. Specifically, to his conversation with Sweetie Belle.

"Maybe I shouldn't have told her ze story about my father..." he said softly.

"What's up, Spy?" Rainbow Dash said, she, Zecora, and Sniper standing near the table he was at.

"Oh... Zecora knows zis story..." he said. "While talking to Sweetie Belle a few days ago, to make a point I told her a story about my father. It was an... unpleasant story..." He sighed. "I am wondering if I didn't do something wrong."

Zecora quirked an eyebrow, sitting down next to him and pulling out a thermos of tea from her saddlebags. "Both she and I knew what the story meant. The intention was good, despite the content," she said.

"Violent story?" Rainbow Dash asked.

Spy smirked. "Let's just say zat Sniper's father is charming, loving, and supportive compared to mine."

"...That bad, eh?" Sniper said, chuckling weakly.

Rainbow Dash winced. She had shared Sniper's memories when they had merged, learning fully about the poor relationship he had with his family. But still...

"Yeah, I wouldn't worry about telling Sweetie Belle violent stories," she said.

Spy and Sniper traded confused looks. "Why not?" Spy asked.

"Last Nightmare Night, Twilight invited all of us, the Crusaders, and the Princesses over to her place for a little party. Luna brought over some movies, and... well, she likes monster movies and slasher films."

"'Slasher films?'" Sniper asked, confused. The genre hadn't been invented yet in their time.

Zecora sipped her tea, amused, as Rainbow Dash continued. "Movies about really nasty killers that like to cut ponies up," she said. "Anyway, Celestia was kinda mad at Luna for bringing them and was starting to lecture her, when we all heard Sweetie Belle laughing. She thought they were comedies."

"A movie about violent killers... and she thought they were funny?" Sniper said.

Rainbow Dash chuckled. "She began to point out all the dumb, silly stuff in each film, like how all the heroines would trip and hurt ONE of their four ankles and NOT get up to run again, just crawl around real scared, or how the killers would just take way too long in trying to kill their victims... She even pointed out how unrealistic some of the blood looked." She frowned, and added, "Which had me, Rarity, and Applejack keeping an eye on the Crusaders for about a month afterward, now that I think of it. It really worried us that she knew what blood really looked like... Anyway, Apple Bloom and Scoots started to relax after Sweetie Belle started providing commentary, and we all were able to enjoy the movies more."

Spy grinned, feeling more at ease. "So stories of violence do not affect Sweetie Belle, zen?"

Rainbow Dash shrugged. "If it isn't real or already happened, then it doesn't bother her," she said.

Spy sighed. "Well... at least I know I didn't unduly traumatize her," he said.

"Foals are tough, that much is true. They won't always fear something totally new," Zecora said.

"Speakin' of new," Sniper said, idly looking at the Dark Element of Loyalty necklace he now sported. "We're up to six fusions now. That leaves you and Zecora, Pyro and Trixie, and Medic and Twilight."

Spy grinned. "Indeed," he said, wrapping a foreleg around Zecora and pulling her close. "Are you looking forward to our 'fusion,' my dear?"

Zecora coughed into her tea, startled. She blushed brightly.

Rainbow Dash grinned wickedly. "Been doing some 'fusing' already?" she teased.

Zecora blushed and started to speak. Spy interrupted her. "A gentleman does not kiss and tell. I am quite fond of Zecora, truly. However unless she wishes to speak of it, zen I remain silent," he said. Zecora smiled warmly at him.

Rainbow Dash nodded sagely. She then whispered to Zecora, "Tell me later." The zebra blushed brightly.

Sniper rolled her eyes. "You're so full of it, your eyes are brown. Anyone ever tell you that, Frenchie?"

"You did, just now," Spy countered, smirking.

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

Canterlot...

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

"...We still haven't found the body yet, your majesty," Harbinger said quietly, Princess Luna walking beside him. "Best guess, it was in one of the trash bags we found your sister laying in."

Princess Luna sighed. A headache was pounding at her, making an already frustrating situation more annoying. "Or in some of them... None were big enough to hold a full pony..." she said softly.

Harbinger frowned. "Yet another distressing thought," he said.

"Where are we going, anyway?" Princess Luna asked. "Ever since you got that report from the Stealth Corps just now you've been strangely quiet."

Harbinger sighed. "You'll see soon enough, my lady," he said.

They entered down into the dungeons, turning a corner and eventually arriving at a cell far down the path. They found Celestia staring into the cell, a terrified expression on her face.

"Sister?" Luna said softly, running to her and nuzzling her. Celestia yipped, relaxing only a little when she saw who it was.

"Luna?! I..." Celestia stammered. "Did... Did I do this?"

She pointed into the cell. Harbinger and Luna looked in, seeing the corpse of Brickhouse, the pony taken in almost a month and a half ago after he helped Masky Pegasus. He had been dead for a few hours, flies starting to nest on his body. On his neck was a slender hole precisely the width of Celestia's horn.

"I... I remember raising the sun yesterday and talking with Twilight's old guardsponies that morning... and then I remember waking up here and seeing..." Celestia shivered. "What's happening to me?"

"We'll find who's doing this to you, Tia," Luna said, nuzzling her again. "I swear to you."

Harbinger stared at the body a moment more, and sighed. He stepped into the cell, pulling a knife out of his armor, and began cutting into Brickhouse's body further, slicing it five more times.

"What are you doing?!" Luna shouted, horrified.

But Celestia shushed her, recognizing the specific pattern of cuts. She gave Harbinger a grateful look as he washed his knife off and resheathed it.

As he stepped outside of the cell, two pegasus guards came down the hall. They looked surprised to see the Earth Pony Captain and the two Princesses there.

"What... what's wrong?" said one of the guards. "What's happening?"

Harbinger gestured into the cell. "Jeff got out," Harbinger said, making the guards gasp in fright. "Fortunately, Princess Luna and I stopped him before he killed anypony other than this colt and sent him back to his cell."

Celestia nodded. "I want the wards around his prison doubled, as well as the guard," she said. "I also want more traps around his cell as well. I don't know how he got out, but I want to make sure he never gets out again."

Luna glanced between Harbinger and Celestia, confused. But she could guess what they were doing and why, so she said nothing, keeping her expression even.

The guards looked into the cell, wincing.

"Ooogh... Yeah, that's Jeff's handiwork all right," the first pegasus guard said.

"I've only heard stories about him..." the second guard said, looking ill.

"Lucky you," the first guard said, shaking his head. "I was on city duty when he was still out there, saw some of his victims when he got to COMPLETE his work. We're damn lucky he didn't get out of the castle."

The second guard nodded. "Forgive me for asking, but... why were you down here in the first place?" he asked Harbinger and Luna.

"Harbinger is my chosen Consort," Luna said simply. "It is my right to sneak off to someplace private with him and have him ride me into the sunset." She glared into the cell. "Then of course we encounter this Jeff fellow and the mood is ruined completely. Most unpleasant."

Harbinger blushed brightly, going wide-eyed. Celestia laughed, unable to help herself.

The guards traded amused looks. "Yeah, um... before we get into too much information territory, we'll just find some of the unicorn guard to clean up the body," the second guard said. "Shall we have the prisoner's family informed?"

"I will take care of that," Harbinger said.

The guards nodded and bowed, leaving.

"Thank you," Celestia said softly once the guards were out of earshot, she, Luna, and Harbinger starting to leave themselves.

"I'm guessing this 'Jeff' is an infamous killer we have imprisoned in the lower dungeons?" Luna guessed, frowning.

Harbinger scowled. "Jeff the Killer. A vicious beast of a unicorn who's hideous face was only matched by his hideous personality. A torturer and murderer of cruel talent who has been locked in the Penance Ward for years, his kills always having that same pattern of cuts I gave the body. He killed over two-hundred ponies before the Doctor, River Song, and Captain Harkness were able to catch him and bring him in," he said. "My guards have never really forgiven themselves for their failure, for civilian vigilantes doing what they couldn't..."

Luna shivered. The Penance Ward was something she created while she was Nightmare Moon. It was a place of punishment, of horrible pain. Luna thought it would have been destroyed, and said so.

"It was rebuilt after Jeff was caught," Celestia explained. "Death was regarded as too much of a mercy for him." She took a deep breath, shivering. "And now I have to use him as a scapegoat for my own murders..."

"Tia..." Luna said softly.

Celestia shook her head, tears flowing down her face. "I... Brickhouse... He was just a fool and a lout, he didn't deserve to die, doesn't deserve to have his body mutilated like that..." she said, visibly breaking down. "I had forgotten he was even down there, and now he's dead..."

"Tia!" Luna said, hugging her tightly. "What happened was wrong, yes. And we will have to make compensation to his family for it. But whatever is happening is not your fault! It is this Slendermane monster, whom we shall catch and imprison in Tartarus where it belongs!"

Celestia grinned weakly. "Not my fault? I am the one who killed that poor colt. I am the one who this creature is stalking," she said. "I'm supposed to be the big sister, the protector... I failed over a thousand years to protect you, and now I'm failing again..."

Luna winced. Celestia had always seemed so serene before. To see her breaking down like this, to see that she had yet to forgive herself...

"Oh Luna," Celestia said, collapsing to her knees and sobbing. "How can I be forgiven? I betrayed you and exiled you on the moon because I couldn't save you, thrust eternity on Twilight before she was ready or even knew if she wanted it, didn't trust her when Chrysalis replaced Cadence, let Discord out of his prison out of some naïve belief he could be reformed... What sort of ruler am I? What sort of mentor, what sort of sister am I?"

Both Harbinger and Luna were supporting Celestia, trying to keep her upright. The Sun Princess leaned into Luna's body, sobbing. "Everything I've done... I'm worthless... I'm no good as a princess... Oh mother help me, I want to die..." Celestia moaned.

A bolt of horror passed through both Earth Pony Captain and Moon Princess. "DON'T EVER SAY THAT!" Luna said, tears flowing freely down her face as she hugged her sister tightly. "Please, Tia, don't ever say that... You're a good pony, my sister. I love you, the ponies of Equestria love you..."

"I don't deserve it..." Celestia said, sobbing.

"Sssh, sssh, it's all right," Luna said. "Tia, please, just rest now... Rest, and let me handle everything..."

Celestia whimpered softly, burying her head in her sister's forelegs, Luna whispering comforting words to her and gently stroking her mane.

Harbinger could only watch, feeling pathetically helpless as Celestia lay sobbing before him, Luna barely able to comfort her. Finally, though, Celestia seemed to calm down. With some convincing, Luna managed to get Celestia to return to her room to sleep.

She shuddered softly, leaning up against Harbinger for comfort. "To see my sister like this..."

"We will defeat Slendermane, my lady," Harbinger said. "We'll end this creature..."

"I hate it..." Luna said softly, but intensely. "I hate that monster for what it is doing to my sister..."

"And it will pay for its crimes," Harbinger said reassuringly. "This I vow."

"Again," said a voice from behind them.

Princess Luna and Harbinger turned, gasping when they saw Brickhouse's corpse standing behind them, flies buzzing around his wounds, both the killing wound Celestia gave him and the post-mortem ones inflicted by Harbinger.

"Again and again," the corpse of Brickhouse said. "This will happen again and again. You cannot stop this. With all your power, you cannot stop this. You cannot stop ME!"

Before either shocked pony could react, Brickhouse's corpse dissolved into a cloud of flies, swarming around them. Both ponies reared up, whinnying in fear as they swatted desperately at the horde of bugs surrounding them. And then, as swiftly as it occurred, the swarm vanished.

Harbinger and Luna both looked around frantically, seeing no sign that the corpse was ever there. A soft buzzing of flies came from the cell where the corpse lay, unmoving.

And on the ground where the illusion of the corpse had been was Slendermane's symbol...

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

Human world...

A private facility in the desert...

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

RED Demoman and RED Medic slowly crept around the boulders, hearing Gray Mann having a seemingly one-sided conversation with someone. The two of them, the only ones available at the time, had come there at Miss Pauling's request after she had informed them that Gray Mann was sighted at a piece of property once owned by Redmond Mann.

Curious, and wondering if they would have a chance to kill the robot-maker, the two of them agreed. As an afterthought, RED Demoman had brought his sticky jumper along with his regular stickybomb launcher, RED Medic taking his Quick Fix medigun, which would allow him to fly away with RED Demoman should things go south.

Both the RED Archimedes and BLU Archimedes perched on RED Medic's shoulders, the soul-divided doves watching curiously as the mad physician and the explosives expert looked down into the clearing.

"...A most successful test," Gray Mann was saying, stroking his chin thoughtfully as he stared at a glowing, circular device. "I must say, if I knew magic had this much potential, especially when combined with the appropriate technology, I would have started making use of it a long time ago."

Next to Gray stood one of each type of robot, a Scout, a Soldier, a Pyro, a Demoman, a Heavy, an Engineer, a Medic, a Sniper, and Spy, each robot watching their master quietly.

And slightly behind Gray, standing partially in the shadows of the cave, was Slenderman, the no-faced monstrosity simply watching.

Gray smirked. "Anyway, the despite the Engineerbot getting injured by the Mayor, the Spybot was able to successfully gather data on all nine of the Elements of Harmony bearers. I should be able to begin production on robot versions of them quite soon. And the field test of the Harmony Neutralization Device was a success! Not bad for something I cobbled together in an hour. Although I think I'll call it Disharmony Device from now on. A little less wordy, and more ominous sounding..."

RED Demoman and RED Medic traded confused looks. "Why are zese Elements of Harmony so verdamnt important?" RED Medic asked.

"Somethin' te ask Merasmus aboot when we get back," RED Demoman said. He looked at Slenderman and frowned, pulling out his sticky jumper and setting up eight bombs, just in case they needed to retreat quickly.

Gray, meanwhile, was strutting around the glowing, circular device, his head quirked to one side as if he was listening to Slendermane. "Yes, yes, I'm aware my devices will no longer be able to block the Elements of Harmony once the Element of Hope and the rest of the Dark Elements are awakened. But I'm prepared for that eventuality. Now that we can send my robots over to the reality the BLUs are trapped in, the you in that reality will be able to have their support for any Nightmare creatures that are created."

RED Demoman and RED Medic went wide-eyed. "Zat device..." RED Medic said. "It must be a portal to ze world ze BLUs are trapped in!"

RED Demoman frowned, an idea coming to him. "Send the BLU Archimedes over," he said quickly.

"Vhat?" RED Medic said.

"Send the BLU Archimedes over," RED Demoman repeated. "The BLUs are in a land of bloody magical talking ponies, there's bound te be a pony that understands animals. If we can get a message to the BLUs about the situation here..."

"Zen ve might be able to get them to try and contact us, coordinate ze rescue," RED Medic said. He gently took the BLU Archimedes off of his shoulders and whispered to the dove quickly the plan. The dove seemed to nod, RED Medic gently stroking it.

"Be careful..." he said, gently letting the dove fly. As discreetly as it knew how to, the BLU Archimedes flew towards the portal device, careful to stay out of the line of sight of the robots and Gray. When it got close enough, the dove darted for the portal...

...but as it was millimeters away from the portal, Slenderman's hand shot out, catching BLU Archimedes in its surprisingly long grasp. The dove let out a strangled squawk as Slenderman crushed it, the bird's soul emerging as blood trailed from Slenderman's fingers. The soul flitted up, rejoining with its other half in RED Archimedes, the dove shivering softly and falling unconscious.

"Intruders detected!" the Sniperbot shouted, taking aim at RED Demoman and RED Medic, its fellow robots doing the same, Gray Mann and Slenderman both turning towards them.

"Bloody hell," RED Demoman muttered, shivering fearfully. "Latch onto me, Doc, we're getting the hell out of here."

RED Medic gently put Archimedes in his pocket and activated his Quick Fix, latching onto RED Demoman. The explosives expert prepared to use the explosives to propel himself and RED Medic, attached to him via the medigun's 'leash,' out of harm's way. They stood up, blinking...

...and Slenderman was standing right next to them.

Both REDs screamed, RED Demoman frantically detonating his sticky jumper bombs, carrying them far away from the faceless monster.

Gray Mann chuckled, shaking his head as Slenderman vanished from up on the ledge, reappearing out of the shadows next to him. "The fools..." he said. "They wanted to send something over to deliver a message to the BLUs? I'll be happy to oblige them." He turned to the Heavybot. "Send in Captain Punch," he said.

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

Meanwhile...

Ponyville...

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

"With everything that's been happening," Mayor Mare said, glaring incredulously at the town council officials gathered in her office, "how can you NOT say that Ponyville needs active defense training?!"

The officials glared right back at her. "We have a police force, plus the Elements of Harmony, plus the BLU mercenaries, plus Barricade, and the Doctor going active again. And now Twilight has retaken her throne, there's that robot alicorn, the changelings are on our side now, and Cheerilee has those superpowers now!" said an elderly stallion. "This town is a peaceful one, Mayor Mare. Where families live and grow. We DON'T need to turn it into a military base!"

Various other sounds of agreement came from around the table.

"I'm not proposing we have everypony enlist, I'm proposing that we teach them to defend themselves! Our crisis response up to this point has been 'run around like idiots and pray Twilight and the others save us!'" Mayor Mare said, idly fiddling with her lead pipe.

"We have more than enough defenses," said an older mare, "we don't need to make a fortress out of the town."

"Ponyville has done things a certain way ever since its founding!" grumped the oldest stallion in the room. "I see NO reason to change it now!"

Mayor Mare took a deep, calming breath, slowly tapping her lead pipe on the table.

"I am trying to be reasonable," she said.

TAP

"I am aware that Ponyville has some traditions, and that they are important," she said.

TAP

"I am also aware that giving into my growing desire to piledrive all of you idiots through the table would get me nowhere in convincing you to see my point of view," Mayor Mare said.

TAP

The town council members stared nervously at the pipe. They remembered the story of how her father beat up every gangpony in his city when she was kidnapped years ago, pounding his way through criminals until he had rescued her. They also remembered how she was more than willing to fight Nightmare Doctor when he attacked. They had also heard the story of how she attacked a killer robot by herself during the last Nightmare attack. If she was becoming more and more like her father...

Finally, one of the younger members of the council found the courage to speak.

"There have been no casualties in any Ponyville crisis since Twilight Sparkle moved here," he said. "I see no reason not to continue relying on her."

TAP

"Please stop that," the young council pony said, flinching.

"The table or your head," Mayor Mare said, almost growling. "Which do I tap it on?"

The town councilponies said nothing. Mayor Mare facehoofed. "We do have a company of heroes here," she admitted. "But heroes fail sometimes. We need to be ready in case they do." With an annoyed sigh, she dismissed the council, the executives filing off as Mayor Mare sat there, tapping the lead pipe against her table, trying to convince herself not to start smashing it against skulls until she got what she wanted.

She set down her lead pipe and sighed, rubbing her temples. "At this rate it'd take a crisis of some kind where ponies actually died to convince them to approve it..."

At which point an explosion came from Everfree Forest, followed soon after by a scream of terror.

"Of course. The INSTANT I say it. I just HAD to FUCKING SAY IT!" Mayor Mare said, grabbing her pipe in her teeth and running out to see what was happening.

She ran outside, spotting Sniper just above the city hall on a cloud, having formed a scope out of it.

"What is it?" Mayor Mare said, Heavy coming up beside her. "What's happening?"

Sniper blinked, and rubbed his eyes, as if he couldn't believe what he was seeing. He looked again, and frowned.

"It... It looks like..." Sniper said, shaking his head.

"What is wrong? What is threat?" Heavy rumbled.

Sniper shook his head again. "Mate, it looks like a giant robot version of you as a human!"

"What!?" Heavy rumbled, visibly confused.

And then the robot's voice echoed over the town. "TINY CITIZENS OF LOCATION DESIGNATE: PONYVILLE! I AM CAPTAIN PUNCH! I AM ROBOT DESIGNED BY GENIUS CREATOR KNOWN AS GRAY MANN, MODELED AFTER THE TRUE FORM OF THE EARTH PONY YOU KNOW AS HEAVY WEAPONS GUY! I AM HERE FOR ONE PURPOSE: TO DESTROY! SO PREPARE YOURSELVES!"

The other BLUs, Elements of Harmony, and Barricade had gathered in the square by this time.

"Helluva time for the Doctor and company to be out of town," Scout muttered.

"Fuse. NOW," Twilight said, flaring her wings and taking to the air.

Power began to flow around the six paired up Elements, their bodies becoming engulfed by light...

"ACTIVATING DISHARMONY DEVICE," Captain Punch rumbled, sensing the sudden surge of power.

In a sputtering flash, the Elements and the BLUs were thrown apart.

"What just happened?!" Demoman shouted.

Soldier frowned. "It's just like last time... Something's blocking our ability to fuse!"

Barricade snarled. "So much for that advantage..." she said, looking out towards the forest, hearing the massive footsteps of the machine as it slowly approached town. "Prepare to engage," she said. "I want fliers in the air gathering storm clouds. Mages, be ready to hit him with everything. Melee fighters follow me. Let's MOVE!"

"Is there anything I can do?" Mayor Mare asked.

"Coordinate defenses in case it gets past us, especially with Cheerilee," Barricade said. "And be prepared to evacuate..."

"W-What?!" said one of the older town councilponies, having come up to the others. "Evacuate?"

"If we die, that leaves just Cheerilee. She's powerful now, but she has no active combat training. And no offense, Ms. Mayor, but you're long past your physical prime," Barricade said.

"This thing can block the powers of the Elements of Harmony," Twilight said. "We need to be prepared for the worst."

Mayor Mare nodded. "Understood," she said, not taking offense at Barricade's remark on her age.

Barricade nodded and let out a battle cry, the BLUs and the Elements falling in behind her.

And Mayor Mare, as she ran off to find Cheerilee, silently prayed that they would be all right...

The gathering of heroes ran into the Everfree forest towards the sound of trees being forced out of the way by a massive figure. When they got the the source, they stared, disturbed by it.

Captain Punch did indeed look like Heavy in his human form, only much bigger. Its design reflected every aspect of Heavy's normal outfit, including a bandolier of bullets around its chest. Its skin was gunmetal gray, its face unnatural and mechanical. Its head was covered by a spiked metal helmet, and it wore massive metallic gauntlets. Smoke emanated from a pipe on its back, its body shaking unnaturally with each movement.

"Be very careful!" Heavy rumbled. "Tiny giant robot is wearing Fists of Steel!"

"Fists o' what?" Applejack asked, pulling her lasso out from under her hat.

"Fists of Steel," Heavy rumbled. "Is weapon I used in war games. Very heavy metal gauntlets. Hit very hard, but made punches very slow, left me very open for faster melee attacks. I mainly use Fists of Steel for protection. They resist boolets and blasts, and are insulated against heat."

Captain Punch cackled at them. "TINY LITTLE PONIES. YOU CANNOT BEAT ME! I WILL KILL YOU AND KILL YOU AND KILL YOU," it boomed, pounding its chest, each thump making a horrible clanging sound.

"Who the heck are you, anyway?" Scout demanded.

"THIS UNIT IS DESIGNATION: CAPTAIN PUNCH," the robot intoned. "I WAS CREATED BY GRAY MANN, LONG LOST BROTHER OF BLUTARCH AND REDMOND MANN. CREATOR KILL BOTH TINY PATHETIC BROTHERS AND TAKE CONTROL OF COMPANY, TRYING TO TAKE BACK CONTROL OF MANN CO. FROM SUBJECT DESIGNATE: SAXTON HALE! AND NOW WE HAVE NEW ALLY!"

"Wait, the Mann brothers are dead?!" Soldier said, shocked.

"...The third life extender," Engineer said softly, remembering the plans he had looked at long ago.

"TINY RED MERCENARIES FIGHT IN CONSTANT WAR AGAINST US AS WE DESTROY MANN CO FACILITIES! AND NOW, THANKS TO THE MONSTER, WE CAN..." Captain Punch said, interrupted by Twilight chucking a fallen tree at its face.

"You have one chance," Twilight intoned in the Royal Canterlot Tone. "Return to your master, and do no more harm to anypony else! If you do not leave now, then we will destroy you."

Captain Punch chortled. "LITTLE PRINCESS PONY IS VERY FUNNY!" It reached behind its back and held out the bomb it was carrying. "I AM BRINGING MESSAGE FROM GRAY MANN. MESSAGE IS AS FOLLOWS: DIE SCREAMING, STUPID LITTLE PONIES."

"Bloody hell!" Demoman said, recognizing the nature of the explosive device the robot was carrying. "That bomb has enough explosive force te wipe Ponyville off the map if it reaches town!"

"If it reaches the town, then we're finished!" Trixie said, alarmed.

"It's not going to," Twilight said, her horn blazing with magic. Captain Punch took a massive swing, sending an entire tree flying at her with a single punch. She teleported out the way, not dropping her stance, as Captain Punch began stomping forward.

Barricade cursed, recognizing the threat its punches posed. "Do NOT engage in melee combat with the robot unless I tell you to! Melee-only fighters coordinate with Engineer in building traps! Pyro, Rarity, Gem, Princess Twilight, concentrate all magical force on this thing you can muster. Applejack, lariat it where I tell you to to try and throw it off balance. Pegasi, weather attacks only!"

"I can fly faster than this loser can punch!" Rainbow Dash insisted.

"That thing would liquify you in one hit!" Barricade snapped. "I'm not risking you!"

Rainbow Dash sputtered angrily for a moment, before Sniper put a hoof on her shoulder. "She's right, Dasher," he said. Rainbow Dash shook her head, still irritated but agreeing to stick to the plan.

"Medic," Barricade continued, "standard procedure. Ubercharge me or Heavy where you can, and keep everypony healed. Zecora, Trixie, focus on blinding Captain Punch and trying to slow him down. Demoman, unload every explosive you have on this thing! Pinkie Pie, be as random as you possibly can and confuse him into submission!"

"Can do!" Pinkie Pie chirped, walking up to Captain Punch and giving him a present.

Everyone just stared at her incredulously.

"What?" Pinkie Pie said, shrugging, as Captain Punch began to open the box, curiosity overcoming its logic circuits. "You said random."

The robot finished opening the box... and a pie promptly splatted it in the face "VISUAL ACUITY IMPARED," Captain Punch rumbled, fumbling to clear the pie off.

"True, I did say that..." Barricade said softly. "ATTACK!"

Scout, Spy, Sniper, Derpy, Fluttershy, and Rainbow Dash began grabbing stormclouds, gathering them into one big cloud and kicking lightning bolts out of them. Captain Punch barely even flinched, walking forward even as everyone else began their attack. An aura of intense flame engulfed Pyro as she blasted Captain Punch, the flames turning blue as they grew in intensity. Rarity called up gems from out of the ground, making the crystal laser she used in the last fight and focusing it on Captain Punch's neck. Zecora threw a cloud of brown mist out, vines sprouting out of the ground and wrapping around Captain Punch's feet. Demoman began tossing grenades, running around the robot and keeping it from getting a bead on him. Engineer, with Barricade, Heavy, and Soldier helping, began tearing down trees to try and make a blockade. Gem unloaded on him with her chainguns and sonic blaster, the robot's shaking growing worse. Medic darted from pony to pony, healing them and building up an Ubercharge.

And yet still, despite all that, it moved forward, not stopping despite the efforts of the others.

Twilight stood in front of the makeshift blockade Engineer and the others were building. An aura of power built up around her, a massive blast of pure magic striking Captain Punch in the chest with enough force to make it stagger back. A bellow of rage came from the creature as it held its gauntlets in front of its face, slowly pushing forward despite the raw power Twilight was shooting at it and the constant attacks from the others.

When he was right at her, Captain Punch let out a bellow and reared back with a massive punch, Twilight teleporting out of the way an instant before his massive fists made contact with the wall of trees, shattering it as if it wasn't even there.

Zecora cast another cloud out, this one black and blinding, Trixie casting a dazzler spell, the flashing lights confusing the robot's optics.

"VISUAL ACUITY IMPARED. INITIATING COMPENSATION PROCEDURE: CONTINUALLY WALK FORWARD AND CRUSH WHATEVER IS IN THIS UNIT'S PATH," Captain Punch rumbled, continuing forward despite its head being covered in black mist. The lightning continually rained down from the pegasi, the energy barrages from the others continually slamming into the robot as it stormed forward, punching anything it could out of its way.

"This is MOST distressing!" Rarity said, sweating as she kept focusing her crystal laser on Captain Punch's joints, trying to sever a limb.

"Applejack, Pinkie, Zecora, try stumbling the creature," Barricade ordered.

Applejack dashed around Captain Punch, avoiding the blasts fired by the others, and tossed her lariat around the robot's arm as it raised up for another punch. Soldier and Heavy went to help her, the three of them yanking hard on the rope and pulling.

Captain Punch stumbled backwards slightly, Pinkie whipping out her party cannon and firing a tangle of ribbons at the robot's legs. At the same time, Zecora threw out a crystalline white mist which settled into the ground, turning it into a marshy pool. Twilight leveled a massive blast of energy at the robot, its tangled, stumbled legs unable to keep it upright.

Before it could get up its balance in the marsh and pull the ribbons off its legs, Zecora ran up to it and tossed some seeds into its shoulder joint. The enhanced seeds immediately began to sprout, vines growing through Captain Punch's arm and disabling it, the limb falling limp.

Captain Punch bellowed in fury, lashing out with its good arm. Trixie, meanwhile, began casting a new illusion as the robot pulled itself out of the marsh, clearing the last of the blinding mist Zecora had thrown at it away. It looked forward again, and blinked.

Trixie's illusion spell worked perfectly, making it seem that he had been turned around, facing the direction he came from.

"ERROR," Captain Punch said, holding up its good arm to block the energy barrages being sent its way. "FORWARD MOVEMENT REVERSED?" It looked back and forth, considering, and then shook its head "PROBABILITY OF ILLUSION SPELL: EIGHTY-SIX PERCENT. CONTINUE FORWARD MOVEMENT."

"I don't think it's gonna buy any illusions, everypony," Trixie said, grabbing one of the clouds the pegasi were using with her weather magic and joining in the barrage.

It began stomping forward again, punching through another makeshift blockade Engineer set up, jumping over another marsh that Zecora tried to set up.

"I only have so many bombs, lads and lasses," Demoman said, his saddlebags feeling lighter with each toss. Gem's luster was starting to fade, a sign she was running out of power. Rarity and Pyro were also looking tired as well, the overuse of magic taking a toll on them. Pinkie was at a loss, unable to think of anything in her usual arsenal that might be able to stop Captain Punch.

"Bloody hell, we're barely slowing this wanker!" Sniper said, frustrated.

"My kingdom for a sapper," Spy muttered.

"Damn it! What does it take to make this thing fall down!?" Rainbow Dash snarled, kicking a lightning bolt at Captain Punch's metallic ass out of spite.

"We have to do something," Scout said. "He's gettin' awful close to Ponyville, and I still can't feel my Element of Harmony."

Heavy, Soldier, and Applejack just stared in frustration, wishing they could do more. Derpy nervously looked towards the town, where her daughters were, and hoped they would be all right. Twilight hovered in front of Captain Punch, blasting it with stronger and stronger bolts of magic, the robot shaking and rattling with each burst.

"Fall, damn you!" Twilight shouted, her face a mask of frustration. "FALL!"

"Mein kapitan," Medic said, "I have a full Ubercharge."

"All right," she said. "We're gonna have to add more melee to the mix." She frowned as Captain Punch easily blocked the hasty log trap Engineer had set up, Ponyville now within clear view of the path of destruction. "I'll create an opening with the Ubercharge. You three, focus on crippling it. "

Medic cast his healing beam on her, and concentrated, releasing the Ubercharge. Barricade felt a familiar surge of power flow through her as the invincible armor flowed over her body. Medic levitated himself onto her back as Barricade charged, taking to the air and powerdiving into Captain Punch.

The robot saw it coming, however, and launched a massive punch with its remaining arm that hit Barricade full on and sent her flying back into town, Medic rolling off to one side.

"Mommy!" Fluttershy shrieked, zipping off to her mother's side.

"Keep up the lightning!" Rainbow Dash shouted, the fliers keeping up their barrage.

Barricade's Ubercharge flickered out as she picked herself up, patting her chest. Fluttershy flew up to her, hugging her. "Mommy, are you okay?"

Barricade shook her head. "No... If I hadn't been Ubered that punch would have killed me in one hit..." She looked into the forest, seeing Captain Punch getting closer and closer.

Heavy picked up a massive hunk of fallen tree in his forehooves and swung it at Captain Punch's leg. Soldier and Applejack both kicked it with all the force they could muster just as it made impact, the force shattering the robot's leg and sending it crashing to the ground.

And still it kept going, crawling along with its good arm and leg. The three Earth ponies tried to attack again, but a massive swing from Captain Punch kept them at bay, forcing them to retreat.

Gem collapsed, shaking her head, as Engineer ran to her side. "Damn..." the technician said. "She's too low on power..."

Rarity's crystals fell, the unicorn groaning and clutching her horn. "Used too much magic..." she said, sweating profusely. "Have to... rest..."

Pyro collapsed soon after, screaming in frustration as her flames flickered out.

The clouds the pegasi were using ran out of charge, turning white again. They began frantically looking around for more stormclouds, but there were none in sight. Trixie's own stormcloud ran out soon after, the illusionist restoring to desperately firing magic blasts of her own.

Pinkie Pie, her mane flattened as her frustration and sadness at being less than useful in this fight overcame her, ran to help Medic, the healer still dazed from getting tossed aside.

Demoman reached for another bomb, but found himself completely out of ammo. "I'm out!" he called, glaring at the robot in frustration.

Zecora, in frustration, just started grabbing potions out of her saddlebags and throwing them at random, hoping something would work. Vines sprung up to wrap around Captain Punch, marshes formed underneath it, clouds of blinding mist swarmed around it, acid bubbled on its metallic body, but the robot kept crawling forward through everything.

Twilight, desperate to stop the robot, floated into the air, reaching into space with her magic...

Barricade flared her wings as Cheerilee came up to her and Fluttershy. Despite her imposing stance, the Guard Captain was frightened.

Captain Punch had just crossed into town.

"APPROACHING TARGET DETONATION AREA," Captain Punch rumbled. "ARMING EXPLOSIVE DEVICE!" The device on Captain Punch's back made an ominous siren sound, the robot crawling further into Ponyville's borders.

Cheerilee frowned. "No, I don't think so," she said. Her eyes glowed bright green, a massive tree shooting out of the ground from underneath Captain Punch and lifting it into the air.

"ERROR! FORWARD MOMENTUM COMPROMISED!" Captain Punch rumbled, raising a fist to punch the tree, Cheerilee bracing herself for another attack.

At which point the meteorite Twilight summoned from space landed on Captain Punch, tearing it apart and vaporizing the tree Cheerilee summoned.

Fluttershy yelped in surprise, Barricade instinctively pulling her close and moving her massive body in front of her as pieces of Captain Punch rained down.

Twilight sighed in relief, landing nearby as the other BLUs and Elements came up to them, all with looks of relief.

"Good job, everypony," Barricade said. "Especially you two, Cheerilee, Princess." She shook her head. "That was WAY too close."

Engineer gently checked over Gem. "You gonna be okay?" he said.

She nodded, beeping and smiling weakly. Engineer hugged her. "You just soak up some sunshine, darlin.'" He then went to check on Pyro and Rarity. Once he made sure they were okay, he went over to examine Captain Punch. He scanned with his magic, sensing a familiar unpleasant aura in one of the more intact pieces. He ripped it out, and the Elements of Harmony began to glow again, their power returning.

"Australium," Engineer said, pulling open the device to reveal the golden element inside. "Ah shoulda guessed. This garbage defies physics worse than Pinkie at her weirdest."

"Ooh, a metal version of me?" Pinkie Pie asked curiously, her hair poofing out again once she was certain everypony was okay.

Engineer shook his head. "Nowhere near as cute and cuddly," he said, Pinkie giggling at the compliment. Engineer glanced over the device, memorizing the make of it, and nodded. His magic flared, and he crushed the device, the Australium going dull and inert when the electricity from the dying machine surged through it.

"Engie, help me with th'bomb," Demoman said from atop the remains of Captain Punch's back. "I need precision to disarm it and me hooves ain't exactly precise instruments."

"Coming," Engineer said. But as he started towards him, Captain Punch's head began to twitch. With a hiss, it detached from the rest of the body, sprouting spider legs. A pair of tentacles shot out and grabbed the bomb, running rapidly off with it.

"No! NO!" Barricade shouted, her eyes widening in fear. "STOP IT!"

Rainbow Dash flew off after the fast moving head. But as fast as she was, the robot head had gotten too much of a head start. Rainbow Dash felt her life starting to flash before her eyes, all her decisions good and bad replaying in her mind's eye as she desperately tried to catch the robot's head.

The robot head reached the center of town, heading for city hall. But as it got within three feet of its drop point, Mayor Mare stepped out from behind the fountain and shoved her pipe through the head.

Captain Punch let out a sputtering bellow of frustration as it finally fell dead, destroyed completely this time.

Rainbow Dash almost collapsed in relief, the other BLUs and Elements coming up to her, Demoman and Engineer immediately going over to the bomb to disarm it.

Mayor Mare turned towards the devastation that Captain Punch created in its attempt to attack the town, and then to the town council, who had gathered behind her, fearful looks on their faces.

"You're going to approve the creation of a defense league for the town," Mayor Mare said to them, glaring.

The town councilponies nodded, staring helplessly at the bomb as Demoman and Engineer worked to disable it.

"You're going to let the BLUs train Ponyville how to defend itself," Mayor Mare said.

The town councilponies nodded again, defeated.

"And you're going to let them get a defense grid of some sort built up around and in the town as well," Mayor Mare concluded.

"Whatever you say, Mrs. Mayor," the oldest of the council said, sighing wearily.

Mayor Mare snorted, irritated with them.

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

Later that evening...

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

Rainbow Dash sat on the balcony of her cloud house, staring up at the moon. Sniper landed next to her, sighing.

"How is everypony?" Rainbow Dash asked.

"Tired," Sniper said. "Rarity's pretty much locked herself in her bathroom to bathe, Twilight's busy writing to Princess Luna to update her, Derpy is spending time with her girls, and Demoman's gone over to Berry's for the evening. Trixie's made a late night appointment at the spa. Zecora and Cheerilee are restoring the damaged part of the forest, and Fluttershy and Barricade are having dinner together, talkin' about bringing Flutter's father in to have extra medical support. The rest of me mates are all discussing this new business with the robots and the war with the REDs back home. Applejack's looking at books of lariat tricks, and Pinkie Pie's hard at work trying to figure out how to better use her usual tricks in a fight."

Rainbow Dash shook her head. "She's not the only one who's feeling frustrated. That... That THING... It just kept going no matter what we did to it..." she said softly. "I thought, for a moment, when the head ran off with the bomb..." She shivered softly.

Sniper hugged her. "The bomb was stopped," he said. "That's all that matters. We made mistakes this time, and that's all right. We learn from them. We grow. And we don't make them again."

Rainbow Dash sighed. "I guess so..." she said, chuckling weakly. "I just... I never really thought that I'd be fighting for my life this much..."

Sniper frowned. "Life is a struggle, love," he said. "Sometimes you just have to struggle harder than usual."

Rainbow Dash shook her head. "Did you know that some people are blaming you guys for all the Nightmares?"

Sniper snorted. "Bollocks!"

Rainbow Dash nodded. "Yeah, I know. If it hadn't been for you guys," she said, "Nightmare Grave would have turned Ponyville into Zombieville. Some folks can be so stupid sometimes..."

Sniper shook his head, chuckling. "You just have to learn to recognize the idiots and ignore them whenever they start talking."

The two pegasi smiled warmly at each other, blushing. After a moment, Rainbow Dash hesitantly said, "...Stay with me?" She quickly added, "I mean, it's not like I'm too scared to be alone right now or anything, it's just..."

Sniper stared at her, his eyes impassive beneath his glasses. Rainbow Dash sighed.

"Okay, it's exactly like that. My life flashed before my eyes today, and I wasn't happy with some scenes in that little movie. I just... just need... just for tonight, okay? Like we were before your base got complete enough to live in..." Rainbow Dash said, frowning.

Sniper nodded, smiling warmly. "Sure thing, Dasher," he said.

The two went back inside, chatting amiably as they lay down for the evening. As they prepared to go to sleep, they both found themselves staring at the bed for a long moment. Sniper was the first to recover, coughing and excusing himself over to a nearby couch, Rainbow Dash blushing and giggling nervously.

The two eventually drifted off to sleep. Although as Sniper went under, he could swear he heard Christian Brutal Sniper laughing...

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

Ponyville Orphanage...

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

Scootaloo was sleeping peacefully in a room with several other pegasus foals when somepony began pounding on the door. She barely noticed it at first, mumbling and turning over in her sleep. The pounding became louder, startling her awake.

"Whu... What's going on?" she said, yawning.

The door burst open, the pegasus foals screaming in fright as they saw several pegasi in black, high-collared coats and pants storm into the room, their faces hidden by masks and goggles. The lead cloaked figure glared at Scootaloo, the fury radiating off of her.

"Her," the lead pegasus said in a feminine, familiar voice. "Mainly her. Also him, him, and her," she said, pointing to three other pegasus foals, keeping her goggled eyes on Scootaloo.

"What... Wait, what's happening?" Scootaloo asked as the other pegasi grabbed her and the other foals roughly. They were dumped out of bed and forcibly marched out of the building, the managers of the orphanage trying to pretend they didn't see anything, ignoring the frightened calls of the foals as they were taken.

Four pegasi were attached to the large chariot that waited outside, another cloaked pegasus waiting for them, this one with a slouch hat on over his mask.

"Just four this time?" he said, his voice carrying a heavy accent.

"Four failures scheduled for the Factory," the lead pegasus said, ignoring the gasps of fear from the foals behind them. She and her associates forced the young pegasi onto the chariot, roughly kicking them. The foals, whimpering, all cowered in one corner, away from the masked, coated ponies as the chariot took to the air, heading towards Cloudsdale.

As they flew, silent save for the frightened whimpers of the other foals, Scootaloo gulped nervously, looking up at the leader. "R-Rainbow Dash?" she said.

The lead pegasus turned to her slowly, and snarled, pulling off her mask, revealing Rainbow Dash's face. "Yeah, it's me," she said.

Scootaloo felt herself tearing up. "Rainbow Dash... What's going on? Why are you doing this?"

Rainbow Dash snarled again, fluttering her wings. "You had one job," she said, her eyes filled with fury. "ONE. Pass your flight exam. And with everything I've tried to teach you, tried to instill in you, YOU FAILED." She looked Scootaloo directly in the eye, the filly cowering in her gaze.

"Do you know what that did to me? How bad a betrayal it is? How it makes me LOOK?! Everypony knows that I've been mentoring you! You STUPID! USELESS! CUNT!" she snarled, smacking Scootaloo over and over again with her hoof.

"Easy, Dasher," said the pegasus in the slouch hat as he grabbed her foreleg. Scootaloo, her face bruised and bleeding from the blows, cowered in the corner with the others. "She'll get what's coming to her soon enough."

Rainbow Dash snorted. "You're right... Never hurts to let them KNOW they're a failure though, right?" she said, chuckling cruelly, the other pegasi laughing as well.

They finally came to their destination, a long, rectangular building made out of gray, stormy clouds, clouds of rainbow smoke coming from the smokestacks. The chariot landed near a loading dock, forcing the foals off and into the Factory.

The foals whimpered, screams coming from the factory floor as they were led over a catwalk and down a flight of stairs. They were brought before a massive device, the intake valve stained with sprayed red. A pegasus in a white coat manned the controls, a wicked grin on his face.

"New little ones, yes?" he asked.

Rainbow Dash shoved Scootaloo forward. "Four failures, Dr. Nimbus," she said. "Including one little punk. Think we can make some use of them?"

Dr. Nimbus grabbed Scootaloo's face, roughly fondling her, the young pegasus whimpering as her skin was pulled and tugged. "Hmm, yes," the mad scientist said. "A fine orange she'll make. We were running low on orange." He turned to the masked collectors and said, "Throw them in."

The pegasus foals shrieked and tried to flee, but the masked pegasi roughly held them and shoved them in through the valve. Their screams became even higher pitched, reverting to strangled gurgles as the device activated, blood spraying out of the intake valve as a bright rainbow color emerged from the other end of the sinister machine.

Scootaloo was the last, Rainbow Dash smirking as she brought the whimpering, struggling pegasus over to the intake valve. The older pegasus didn't even notice the desperate kicks Scootaloo rained down on her as she tried to get away. "In you go, rodent," Rainbow Dash snarled, shoving Scootaloo's legs into the intake valve.

Almost immediately, jagged hooks came out of the valve, digging into Scootaloo's hips and pulling her out of Rainbow Dash's grasp. Scootaloo's screaming scaled upward as she was yanked inside. Rainbow Dash watched in cold amusement as the hooks began to tear into her skin, jabbing into her belly, her nose, her eyes...

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

Reality...

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

Rainbow Dash and Sniper both awoke with a start, breathing heavily and sweating.

"Dasher..." Sniper said softly.

"I..." Rainbow Dash said, tears building up in her eyes, "I have to find Scootaloo..." She dashed off in a rainbow-colored streak. Sniper sighed and took to the air behind her, following her obvious trail, ending up at the local orphanage. She found Rainbow Dash arguing with the matrons, who were a little shocked at the pegasus's haggard, frightened appearance.

"Please," Rainbow Dash begged, "I just need to see her, I just need to see she's all right!"

"The children are asleep, Ms. Dash," the Earth pony matron said, frowning. "I assure you that Scootaloo is fine and you can talk to her in the morning."

"Please..." Rainbow Dash said. "I can't take not knowing. I have to see her, I have to know she's okay..."

The three matrons traded worried looks. They knew Rainbow Dash as a brave, confident pony that took no crap from anypony. To see her reduced to this...

"All right. But just be as quiet as possible, okay?" the pegasus matron said, leading Rainbow Dash back to where Scootaloo's room was. She was in a room with two other fillies, Scootaloo on top of a bunk bed.

Rainbow Dash felt a palpable sense of relief wash over her as she saw Scootaloo snoring peacefully in bed. She landed next to her, the bed surprisingly spacious enough for the two of them. She gently stroked Scootaloo's mane, startling her awake.

"Rainbow Dash?" Scootaloo said softly, surprised to see tears in her idol's eyes.

"It's okay, Scootaloo," Rainbow Dash said, her voice choking as she scooped up the young filly and hugged her tightly. "It's gonna be okay. I won't let anypony hurt you, I swear..."

Scootaloo, not exactly protesting the hug, was confused. "Rainbow Dash, what's wrong?"

Rainbow Dash tried to speak again, but all that came out was a strangled sob. Scootaloo frowned and nuzzled into her mentor's chest, trying to comfort the sobbing older pegasus.

The matrons watched from the doorway, confused.

"I remember her from the last time the Wonderbolts Academy squads performed. She was amazing!" the unicorn matron said. "What could have reduced her to this?"

Sniper came up behind them all, his face stoic, but his body shaking like a leaf. "Bad dream..." he said softly.

The matrons traded confused looks. "What dream could possibly be that bad to do that to her?" the Earth pony matron asked.

Sniper shook his head. "We both had the same dream... Violent, bloody thing it was... We were all dressed in black, and stormed in hear to grab Scootaloo and three others for failing some... some vague 'test.' We brought them to Cloudsdale, took them to this... this factory..."

The pegasus matron's wings suddenly flared out in fright. "The Rainbow Factory!?" she almost shouted.

Sniper nodded. "You know it?" he asked, the other matrons looking at her.

The pegasus matron shook her head, visibly spooked. "The Rainbow Factory... it's an old filly's tale! Something mothers tell their kids to scare them into behaving! To actually live it... and as a Collector no less..." She shook her head, looking inside. "No wonder she's like this..."

The unicorn matron frowned. "Isn't it Princess Luna's job to catch nightmares?"

Sniper shook his head. "This is different than a normal bad dream, sheila," he said, scowling. "This is a direct attack. And now there's only three more left..."

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

Another dreamscape...

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

Princess Luna, to her shock, found herself trapped in a dream, unable to escape it. She found herself on the moon again, shivering as flashbacks of cold, desolate isolation overtook her.

"All right..." Luna said. "You know this is just a dream... All this mess with Tia is probably bring up bad memories."

"Oh, it's so much more than that," chuckled a sultry voice. Luna felt a chill of fear go down her spine. She whirled, and found herself looking into the eyes of Nightmare Moon.

"So it's true then," Luna said, remembering what Twilight had told Harbinger, who had in turn confessed the truth to her in a moment of guilt. "You do still exist..."

The Nightmare grinned wickedly. "Hello 'mother,'" she said mockingly. "Is Auntie having some problems? I assume you haven't told her about my return, all things considered."

"Get ye hence, Nightmare Moon," Luna said, glaring imperiously, trying to hide the fact that she was terrified. "Thou are not welcome here!"

Nightmare Moon cackled. "Foolish child," she said. "You have no idea what's really going on, do you?"

Luna's eyes began to glow as her magic flared around her horn. "I know that you are a darkness born of the Smooze. The same as any other of the Slendermane's creations."

Nightmare Moon scoffed. "Please. Those pseudo-Nightmares are an insult to me," she said. "And I am no servant of Slendermane. I've already said 'no' to that faceless wretch when he came to me about an alliance after the mess in the Diamond Dog caves."

Luna's eyes widened in shock, the glow fading from them. "...You and Slendermane are enemies?" she asked. "Then why did you turn Sniper into a Nightmare?"

"An amusing experiment, nothing more," Nightmare Moon said, smirking. Luna shivered under her gaze, the larger mare's presence washing over her like a freezing rain. Nightmare Moon chuckled, and said, "I grow stronger, 'mother.' Now that I am separate from you, I can grow strong on my own. And now I'm strong enough that I don't need to work around the guardians the Rainbow of Darkness summoned to protect the Elements. Now I can attack them directly. Six gates down, 'mother!' Only Love, Hope, and Honesty left to break!"

"You leave them alone!" Luna demanded. "Why are you doing this? What is the point of giving the Elements of Harmony these horrid nightmares? If you're really counting yourself as one of Slendermane's enemies, then why not help us?"

Nightmare Moon cackled. "That's the thing, dear 'mother,'" she said wickedly, fading into the shadows of a nearby mountain. "I am helping..."

Nightmare Moon vanished, and Luna felt control of the dream world return to her. The Moon Princess shivered, swiftly changing the location to the palace, not wanting to spend another moment on the moon's surface.

And all the while, Nightmare Moon's words left her thinking...

TO BE CONTINUED...