Waking Nightmares

by Jonathan "KnightMysterio" Spires

Chapter 25: Pony versus Machine

Part 3: Steampunk Nightmare

The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts immediately after the events of Chapter 24. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance.

WARNING: Bloody violence in this chapter and some gore..

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Ponyville...

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Medic gulped, grinning nervously as he healed the still recovering Twilight Sparkle, her head still spinning from having her double-layered shield, reinforced by the Mare-Do-Well and Queen Chrysalis, shattered in a single blow. "...Fraulein princess, it vould be very good right now if you could wake up. Ve are in a bit of a crisis right now," he said urgently, looking over to the edge of town.

Nightmare Clockwork, Nightmare Juggernaut, Nightmare Brutality, Nightmare Doctor, and Nightmare Gardener stood on the outskirts of Ponyville, looking over the crowd with predatory eyes. The townsfolk had already begun to panic, even the ones who had first spoken up losing their nerve and running, scattering and running for their lives as the five Nightmares watched them all with amusement, leaving only the Elements of Harmony, the BLUs, Wonderbolts, Mare-Do-Well, Barricade, Minuette, Orion, Chrysalis and the Changelings, Harbinger, and the Royal Guards to face them down. And they STILL felt it wouldn't be enough.

AppleDemo frowned, gulping as she looked over the gathered Nightmares. "Lads, lassies, I hope someone has an idea at this point, because I dinnae have anything."

"C'mon, we can do this!" said one of the Wonderbolts. "There's only five of them!"

Nightmare Gardener smirked, and tapped the ground. A giant Venus flytrap grew out of the ground and snapped up the Wonderbolt in its jaws. Mare-Do-Well fired a blast of magic to free the stunt flier, who flapped high into the air in fright.

Chrysalis sneered. "You're still made of candy to my kind, little thing," she hissed.

Nightmare Gardener just smirked. "True. My body is composed of Black Morrigan. However, I learn from my mistakes. I won't be fooled again," she said, her wings sprouting thorns that dripped an acidic poison.

"HELLO AGAIN tiny ponies!" Nightmare Juggernaut rumbled, laughing as eight shadowy clones of Medic appeared behind him, training healing beams on him. He watched in amusement as the gathered fighters all began to circle around the five monsters, attempting to get into flanking positions. "Time to show you all why is good day to be giant Nightmare!"

"Tick... tock... " Nightmare Doctor intoned, staring directly at Barricade with a smirk on his face. "It seems to me that you're happier than you should be, my dear Captain."

Minuette looked back, and cringed inwardly. Barricade's face had a cruel smile on it, one that was frighteningly similar to Nightmare Doctor's. She knew why Barricade was smiling like that, and prayed that the fight wouldn't go wrong because of it...

Nightmare Clockwork surveyed his four allies. Black smoke billowed from his spinal smokestacks, his soulless eyes glowing red. He looked over his gathered allies with approval. As they had finished their transformations, he had levitated the four of them to his side, determining that a unified attack would be the best one, reducing the chance of being isolated and defeated in a freak accident.

The mechanical horror looked down at Nightmare Brutality, the blade-winged Nightmare staring at the ground. Nightmare Clockwork, concerned, stepped forward. "NIGHTMARE BRUTALITY. STATUS REPORT."

Nightmare Brutality slowly looked up, a mad grin on his face. He flared his bladed wings... and fired a spray of kunai at the other four Nightmares.

Nightmare Doctor aged the knives to dust before they hit him. Nightmares Juggernaut and Gardener took the hits from the knives and healed them quickly. Nightmare Clockwork wasn't even hurt by the blades. They stared at him in confusion.

"Wha...?" Solderp said, confused.

Rainbow Dash suddenly grinned, understanding. "Sniper? That you?"

Nightmare Brutality nodded. "Just barely, sheila... Just barely..." he said, giggling viciously. "Brutal's out, but he's going after me RED version since he knows he can't affect me. I'm gettin' a big backwash from Brutal and RED me, though... I think.. if I keep focusing on the other Nightmares... I can keep from attacking you lot..."

"TREASON WILL NOT BE TOLERATED," Nightmare Clockwork intoned. "NIGHTMARE BRUTALITY, YOU ARE NOW SCHEDULED FOR TERMINATION."

"Bugger off, you overgrown toaster!" Nightmare Brutality said, slashing at Nightmare Clockwork with his bladed wings, sparks flying as metal clashed on metal. The massive mechanical Nightmare didn't even flinch.

"ATTACK!" Harbinger commanded.

"Rainbow Dash, fall into formation with us!" Spitfire shouted. "We're on Clockwork!" Rainbow Dash nodded and flew into the group of Wonderbolts as they took to the air.

"ANTI-AIR DEFENSES ENGAGED," Nightmare Clockwork thundered, flaring his wings as a pair of massive rocket launcher arrays opened up on his shoulders, firing away at the Wonderbolts. Nightmare Brutality shot a spray of knives at the missiles from his wings, intercepting most of them. But several of them did hit, the injured Wonderbolts crashing to the ground or into houses. Nightmare Clockwork then opened fair with a quartet of massive chain guns, scattering the Wonderbolts formation completely.

Three Wonderbolts weren't fast enough to avoid the barrage of bullets, falling to the ground in bloody heaps that were barely recognizable as ponies. It was a testament to their unrivaled skill as fliers that more of them weren't slaughtered.

"SHIT!" Spitfire shouted, visibly frightened by the display. "FALL BACK, FALL BACK!"

The Wonderbolts scattered, heading towards the center of town with the others as Nightmare Brutality stepped forward to face his mechanical creator. A sickening grin was on his face as he confronted the massive machine.

"Better this way," the former Sniper said, "Just you and me."

"THE PESTS HAVE REMOVED FROM PLAY. TRAITOR DESIGNATE: NIGHTMARE BRUTALITY. YOUR TERMINATION IS IMMINENT," Nightmare Clockwork declared, the cold red eyes seeming furious.

Nightmare Brutality cackled. "We'll see, mate. We'll see. Now, let's see how much blood's in ya!"

As all this was going on, Chrysalis was having her own problems.

"Changelings!" Chrysalis roared, laughing viciously. "It seems that Cheerilee has fallen to darkness once more! Time to find how many bites it takes to get to the center of a Morrigan pop!"

Nightmare Gardener's tentacles lashed about, gaining the same poisonous thorns her wings had. "You're certainly welcome to try, children," she said softly. "But in the end, you will all be part of my garden."

"We shall see," Chrysalis said with a cruel smirk, several Changelings turning into Soldier robots again and opening fire, Gardener growing a wall of thick wooden vines around herself. Some of the Changelings shifted into Pyrobots and burned away the vines, only to find a small crater where Gardener had been.

The changelings looked around, trying to find where Gardener went, when vines spiked with poisonous tentacles shot out of the ground, piercing the changelings in the belly, their bodies withering like burning flowers as the poison took hold.

"NO!" Chrysalis roared, firing a powerful blast of magic at the plant monster as more vines shot out, some snapping changeling necks, others injecting them with their powerful, rotting poison.

Chrysalis had seen her children die before. She had FELT them die before. Fallen in battle to ponies, minotaurs and griffons. Dying from starvation, Chrysalis unable to sustain them. But this... this had nothing to do with battle, or the simple fight to survive. This was butchery. A cruel monstrosity killing her children, each death a dagger of ice in her heart.

For the first time in her life, Chrysalis knew what her victims felt. And it pained her in ways she couldn't even begin to describe.

"FALL BACK!" Chrysalis shrieked, tears in her eyes. "GET AWAY FROM HER! LET ME FIGHT HER ALONE!"

"My queen?" hissed one of the drones. A twinge of worry went through its head a moment before a poisonous vine did, the changeling dying in choking agony.

"NO!" Chrysalis shrieked. "RUN!"

The other changelings, frightened and confused, backed away from Nightmare Gardener, but not before more toxic vines burst out of the ground, killing five more changelings.

"Damn you," Chrysalis hissed, tears in her eyes. The unfamiliar feelings of grief and sorrow were burning in her heart, fueling her rising anger. Her eyes glowed and her horn flared. "I swear on everything I am that you will never stop screaming!"

The other fights weren't going anywhere near as good as the others were. Nightmare Juggernaut had immediately manifested his minigun, the weapon bursting from his chest in a bloody cloud, one of his shadow Medics giving him a Kritzkrieg charge. AppleDemo, Scoutie Pie, and Solderp were torn apart by the demonic bullets, their bodies splitting into their component parts. Applejack, Demoman, Scout, Pinkie Pie, Soldier, and Derpy were barely able to retreat in time, Mare-Do-Well throwing up a magikinetic shield to protect them as they retreated, the Spies, Zecora, Trixie, Medic, and Fluttershy falling back with them, unable to bring anything to match the Nightmare's sheer power.

Nightmare Juggernaut cackled. "Tiny little superhero!" he bellowed. "Do you think you can beat me? HA! You are so small! Is FUNNY to me!"

Mare-Do-Well snorted. "Doesn't matter if I think I can or not," she said. And privately, she didn't really think she could. "I HAVE to stop you. No one else dies."

Nightmare Juggernaut snickered. "You aren't even a real alicorn. You're a zombie that Celestia forgave. I have EIGHT Shadow Medics, four with Kritzkrieg powers, four with Ubercharges. What hope do you have against me?"

Mare-Do-Well closed her eyes, remembering all the centuries of guilt in Sunnytown. She remembered her shame at being unable to help Ruby, who had moved on, finally at peace. She remembered the relief she felt at finally being free of Sunnytown. She remembered the faces of everypony she had helped ever since taking up superheroics actively.

"Only a fool's hope," Mare-Do-Well said firmly, her eyes determined. "And sometimes, hope is all you need."

Nightmare Juggernaut stared at her for a moment and chuckled. "I see now... You, Trixie, and Pyro... You're all Elements of Hope. It makes sense, really. Superheroes do have that inspiring quality," he said. His eyes began glowing. "I'll just have to take away that hope."

Mare-Do-Well blinked at him, confused... and then felt a familiar pain crawling up her hooves. She looked down and gasped, seeing her body starting to rot, zombification setting in again.

"No... NO!" Mare-Do-Well shrieked, jumping back, the rot vanishing instantly. She looked up, and saw a glowing aura surrounding Nightmare Juggernaut's horn.

"A tiny spell aura for you," Nightmare Juggernaut said, smirking. "It reinstates curses. The magic is similar to what my giant mechanical brother used to bring us back to our true forms." He chuckled, a deep, deadly rumble. "I hope your long range combat spells are useful, tiny superhero. Otherwise, I think you're in a bit of trouble."

Mare-Do-Well shivered, slowly backing away as Nightmare Juggernaut stomped forward.

Barricade, Harbinger, and Twilight faced off against Nightmare Doctor, the evil alicorn slowly backing away from the princess and the two Captains. Orion, Minuette, and the Royal Guards had tried to help, but every time they approached the time manipulating Nightmare, they would be aged or de-aged into helplessness, forced to retreat out of the area of effect and let their bodies return to normal. They fled to protect the other civilians, leaving only Barricade, Harbinger, and Twilight.

"Well this isn't quite fair, now is it?" Nightmare Doctor said, smirking.

"No less than you deserve," Barricade muttered, Twilight and Harbinger casting her a worried look.

"There's that anger again," Nightmare Doctor said, giggling wickedly. "Did you know, Harbinger, that after Engie was taken by the Weeping Angel, she forbade me from active participation in anything other than battles? Told me to give up all intel on my old enemies?"

Harbinger blinked, looking to Twilight for confirmation. Twilight just nodded, frowning.

"But there was no cause to even think they may come back," Harbinger said softly.

"You've seen how much trouble they caused," Barricade barked, unable to bring herself to look at Harbinger, her former teacher. "You remember the nightmares we went through cleaning up the Master's attempt to release everything in Tartarus! The Cyberponies! The FEARS! He's said it himself that his enemies are unusually persistent! HE SHOULD HAVE THOUGHT OF IT!"

"Nevertheless," Harbinger said, glaring at her. "All of those threats are under lock and key greater than the kind the Doctor's had available in the past, or eliminated outright, like Ben and the Empty City. If there WAS a danger of them escaping, then we would have seen signs of more than one Weeping Angel. I've taught you better than this, Barricade."

Nightmare Doctor grinned cruelly. "It's about Jeff, isn't it?"

Barricade and Harbinger flinched, Twilight giving them a curious look. "That's it, isn't it?" Nightmare Doctor asked, laughing. "You still haven't forgiven me for what Jeff the Killer did!" He cackled viciously. "I'm honestly quite amazed you restrained yourself for so long. Well done! But oh, you were just LOOKING for an excuse to sanction me, weren't you?"

Tears began flowing down Barricade's face as she glared at the Doctor-turned-Nightmare. "Your fault..." she said through gritted teeth. "We had him..."

Nightmare Doctor snickered, his mane reaching out and touching all the remaining combatants. "Storytime!" he sang as the memory of Barricade's shame was played back to them. It took naught but an instant for them to relive, but for Barricade, an instant was too much...

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The past...

Canterlot...

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Lieutenant Barricade pawed the ground nervously as her unit gathered just outside the dirty old warehouse. Once all seven members of her pegasus squad were in place, she nodded. "All right, ponies. We've been chasing this lunatic for months," she said in a quiet voice. "But now we have him cornered. Fan out. Flanking positions. I go in the front. One way or another, Jeff the Killer gets taken down tonight. Let's get this done."

The guards nodded, their eyes determined and set. They started to move out, when a brown Earth pony with a bow tie around his neck and an hourglass Cutie Mark ran up to them.

"Wait, wait just a moment!" the Doctor said, running up to the group of guards.

Barricade growled. "Not now, Doctor," she said.

"Let me talk to him," the Doctor insisted.

"WHAT?!" Barricade hissed, barely managing to keep herself from shouting.

"You have to give me a chance to talk to him, to get him to surrender," the Doctor said. "If I can talk him down..."

"Jeff the Killer has brutally murdered and mutilated forty-three ponies," Barricade bristled, fastening her infamous Glare upon the Doctor. It took everything the Doctor had not to rear up in fright. "Jeff is a lunatic, one who's been running free for too damn long," she said. "And you want to TALK to this monster?"

"Please, Lieutenant," the Doctor said, his expression pleading. "There's been enough death. We can end it here, yes, but you have to let me try to talk him down."

"You can't save everyone, Doctor," Barricade snarled. "And quite frankly, the fact that you're willing to try to save this abomination is disgusting."

"Someone has to try," the Doctor said. "If nothing else, you can use me as a distraction to capture him. But please, let me try to talk to him. Do you honestly want to risk your troops in a fight against him? After what he did to his last pegasus victims?"

That gave Barricade pause. She pawed the ground again with her hoof, and nodded. "...All right," she said. "You get one chance, Doctor. If it doesn't work, we're coming in full force."

The Doctor smiled. "Thank you," he said. "I promise, you won't regret this."

Barricade just snorted. She motioned to her unit, who dispersed and began to fly into position, heading in through the roof and windows, making their way towards the center of the warehouse. The Doctor took a deep breath to calm himself, put on his most winning smile, and sauntered into the building through the front door.

After a brief trip through some badly lit hallways, he came out into the center storage area of the warehouse. Several tables, many rigged with restraints, others littered with various bloodied cutting implements, lined the room. A small living area was in one corner of the warehouse, the walls lined with newspaper clippings of the various murders, forming a trophy wall of sorts.

And leaning casually on one of the tables, a smirk on his hideous face, was Jeff the Killer.

The unicorn had a mottled, grayish-white coat that was stained red in places. His eyes were unsettling and shadowed, his mouth too wide and bloodied at the ends. His mane and tail were matted, black and stringy, his mane shadowing his ghostly, almost luminescent white eyes even further. And most disturbing of all was his Cutie Mark, a long, bloody gash with the skin pulled away to reveal blood and bone, the image so realistic that it looked like a real wound rather than just a mark on his fur.

"Well well," Jeff said in a deep, hissing voice. "The famous Doctor. I saw news reports of how you exorcized that ghost-thing, Ben. Well done. You even managed to purify his evil spirit."

"He wasn't really evil," the Doctor said, smiling. "Just lonely. Kind of like yourself."

Jeff blinked. "Me? Lonely? Interesting concept, Doc. Where'd you get that idea from?"

"I know how you got your name, Jester," the Doctor said, Jeff flinching at the use of his real name. "I know what those colts did to you, why your face is the way it is right now."

Jeff's eyes narrowed. "Ah... that..." he said softly. "Yeah, that wasn't exactly a good point in my life."

The Doctor briefly glanced upwards, seeing Barricade and her unit taking positions in the shadows and rafters near the roof, the much larger Barricade staying airborne so her weight didn't make the rafters creak. "You don't have to keep taking out your anger over what happened on everypony else, Jeff. Surrender. I can make sure that you get the help you need," he said.

Jeff lowered his head. "The help I need..." he said softly, contemplatively, closing his eyes.

The Doctor bit his lip and took a chance. "Jeff... It has to stop here. The killing has to stop here. Let us help you. There's still hope. But you just have to surrender," he said, walking up to Jeff and gently placing a hoof on his shoulder.

I'll be damned, Barricade thought, smirking a little. He just may do it...

"Doctor..." Jeff said softly. "There's just one thing..."

The Doctor nodded. "Yes? What is it?"

Jeff grinned cruelly. "You've already given me the help I need..." he said softly. "You got the Lieutenant and her unit right where I want them." Before the Doctor, Barricade, or anypony else could react, Jeff's head shot up, his horn glowing blood red energy. "GO TO SLEEP!" he intoned.

Spell-glyphs appeared on the ceiling, lining the roof end to end. Each glyph exploded, engulfing the pegasi guards in magical energy that forced their minds to shut down, going to sleep as Jeff's spell intended. All eight pegasi fell to the ground with a crash, Jeff cackling as the Doctor watched in horror.

"Some ponies might say, 'why put trap glyphs on the ceiling, Jeff? It seems like a waste of magic.' After I pulled their intestines out just for laughs, I'd say, 'It's not wasteful, it's cautious! After all, some cops fly.' Heheh," Jeff cackled as the Doctor ran to check on the fallen pegasi.

"Damn you, you didn't have to do this! I can help you, but only if you let me!" the Doctor said, pulling his sonic screwdriver out of his collar and scanning the guards, checking for vitals.

Jeff smirked, levitating up a sledgehammer. "That's always been your problem, Doctor. You've never been able to accept that someponies are just evil, and enjoy being so," he said, clubbing the Doctor unconscious with a single blow. He chuckled softly. "Ah, what a day."

When Barricade and the Doctor woke up, they were both manacled to a table. Jeff, the Doctor's screwdriver tucked behind one ear like a pencil, smiled at Barricade, putting clips on her eyelids to force them open. She reflexively tried to close them, the clips holding her eyelids back.

"What... what are you doing?" Barricade demanded, her voice slurred from the effects of the sleep spell still wearing off. She looked around, seeing the Doctor gagged and blindfolded, and all seven of her troops bound in a fashion similar to her.

Jeff chortled. "What am I doing? That should be obvious. I'm going for an even fifty on my body count," he said.

Barricade gasped and tried to struggle free, but the way she was bound gave her no leverage to move her limbs. Even her wings were strapped down. Every movement tightened her bonds, the massive pegasus expertly strapped down.

"Don't you dare!" Barricade demanded, trying to affix her Glare on Jeff. She couldn't manage it fully, but it was enough to make Jeff flinch when she turned her face towards him. He just smirked, playfully poking her in the nose.

"The Doctor is blinded as a metaphor for the fact that he refuses to see the truth about someponies," Jeff said. "He's gagged because... well, his heroic pronouncements get tedious from time to time, really. As for you, my dear Lieutenant... You got careless." He grinned viciously, levitating a knife and turning one of the tables with a guard strapped down on it towards Barricade. "So you get to watch."

"No... NO!" Barricade shouted as Jeff brought the knife to the guard's belly and slowly, ever so slowly, began to carve.

Jeff took his time with the seven guards. He made it hurt. He peeled away skin, pulled out organs or just crushed them outright. He rubbed salt in wounds and made his victims eat the contents of the voided bowels of the one that died before him or her. He made sure each guard lived a good long time through their torture, savaging their bodies with his knife, bringing them close enough to Barricade so that she would get sprayed by their blood.

Barricade screamed. She threatened him at first. But as the torture went on, her threats turned to begging and pleading, and finally to agonized sobbing as she watched her unit get butchered, unable to close her eyes to the horror Jeff the Killer was putting on for her with a showpony's flare.

When he was done, the seven well-trained pegasus guards were little more than chopped up piles of meat. Jeff casually tossed the knife over his shoulder. Barricade could only stare at the ruin of her troops, tears streaming down her face. She'd worked with them, trained them personally, gotten to know their families...

...and now...

"Well, that was fun," Jeff the Killer said, chuckling. "But now, I think it's time to go. I'll let Captain Harbinger know where you two are." He calmly unclipped Barricade's eyes, the massive pegasus blinking reflexively, unable to take her eyes off of the wreckage of her troops. He also removed the Doctor's gag and blindfold, letting him see the horror he had only heard. Jeff casually stuffed the sonic screwdriver in the Doctor's collar and sauntered out of the warehouse.

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The present...

Ponyville...

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The memory faded as quickly as it appeared.

"Oh what hells you've seen, family-size," Chrysalis said softly, briefly glancing over to Barricade, never taking her attention away from Nightmare Gardener for more than a moment. She was moderately shaken, something about what Jeff did offensive even to a parasite like her.

"And here I thought Gray Hoof was a lunatic," the visibly rattled Mare-Do-Well muttered, briefly glaring at the grinning Nightmare Doctor. Her opponent regarded Barricade with an appraising eye, Nightmare Juggernaut smirking a little.

Nightmare Brutality said nothing. This Jeff lunatic reminded him far too much of Medic when he got someone on his table and was given free reign to do what he wanted.

"Barricade..." Twilight said softly, visibly shaken by what she had seen. "Oh, Barricade, Barricade..."

"I had no idea it had been that bad for you," Harbinger said softly.

Barricade was staring at the ground. Tears flowed steadily from her eyes, an agonized expression on her face. "All your fault..." she said, her booming voice reduced to almost a whimper. "We had him... If you hadn't tried to interfere, we could have ambushed him before he activated the trap glyphs... You promised me I wouldn't regret it, but I've regretted it ever since... It's your fault... ALL YOUR FAULT!"

"It gets better," the twisted monster that used to be the Doctor said, rubbing the metaphorical salt in the reopened wound Barricade was suffering from. "Shortly after that, Jack, River and I caught Jeff all on our own, without the help of the Royal Guard. No muss, no fuss. Because I'm clever and she's not, Barricade was denied everything, even her revenge!"

"So very sad, what you've been through..." Nightmare Juggernaut said, his eyes glowing. Barricade froze, the Nightmare's powerful hypnotic voice piercing straight into her thoughts, left vulnerable by experiencing the traumatic memory.

"Barricade... no!" Harbinger shouted, realizing what was happening. "Fight him!"

"I AM YOUR OPPONENT, JUGGERNAUT!" Mare-Do-Well shouted, charging up a massive spell.

"So very sad... Your entire unit butchered because clever Doctor had to try and save Jeff," Nightmare Juggernaut said, a cruel grin crossing his monstrous face. "All because the Doctor didn't let you do your work. The upstart. Doesn't it make you mad?"

A low growl came from Barricade's throat. The other Nightmares, save for the impassive Clockwork, smirked. Nightmare Juggernaut chuckled. "Doesn't it make you furious? The Doctor gets your troops killed... and then just goes right ahead and captures him as if it were nothing."

"Damn you..." Barricade said, her face becoming a mask of rage as Juggernaut's spell took hold of her.

"So show him how much you hate him. Let him experience your WRATH," Nightmare Juggernaut said. Seven ancient runes flashed around his body, Twilight recognizing them as being emblematic of the Seven Deadly Sins. One of them, the symbol for Wrath, shot out and infused itself into Barricade just as Mare-Do-Well unleashed her spell, a massive lightning bolt that knocked him back several feet. Nightmare Juggernaut, his face smoldering, just smirked.

"Too late," Nightmare Doctor said, grinning savagely. Barricade's mane and coat darkened several shades. She let out a bellow of fury and charged the time manipulating alicorn at full speed. Nightmare Doctor smirked, sending tendrils of time towards her, intent on aging her into dust...

Twilight tackled Nightmare Doctor at the same time Harbinger grabbed the charging behemoth of a pegasus and tossed her out of the way. Twilight felt the age spell trying to affect her, but her alicorn body's powerful magical aura resisted it.

Twilight quickly backed away as she felt the aging aura tickling at her body. She quickly looked herself over, seeing no signs of the aging, and shivered softly, staring at the Nightmare as he picked himself up.

"And so it's just us now, my princess," the mad Doctor said, grinning viciously. "Let's see if you can beat me before you run out of time."

"No one else is getting hurt, Doctor," Twilight said, her horn blazing. "We're going to stop you all, and restore you to normal."

"I rather doubt that," Nightmare Doctor said smirking. "But go ahead and try. It should be fun."

Over with Barricade and Harbinger, the larger pegasus threw off Harbinger, letting out a bellow. "GET OUT OF MY WAY, HARBINGER!" she roared. "HE'S MINE!"

I am getting too damn old for this shit, Harbinger thought, wincing as he picked himself up, using the tree he had been slammed up against to brace himself. "I can't let you do that, Barricade. You're not thinking straight."

"Don't care," Barricade said, breathing heavily as she glared at Harbinger. "I have to kill him. I have to make him pay for getting my unit killed. If he hadn't interfered, we would have caught Jeff. If he had given the mercenaries intel on the Weeping Angels, they wouldn't have lost Engineer. It's his fault. It's ALL HIS FAULT, and I'M GONNA MAKE HIM HURT FOR IT!"

Harbinger closed his eyes softly. By the stars, Barricade... How long has this guilt been nagging at you? He opened his eyes, and said, "No. If you attack him in your current state of mind, Nightmare Doctor will kill you in seconds. Alongside Shining Armor, you were one of my best students, Barricade. I will not allow that to happen."

Barricade chuckled viciously. "Who the fuck do you think I am? I've taken down far tougher than you, you old bastard!" she snarled. "I'm going to get my revenge, and if I have to go through you to do it, I WILL!"

Harbinger sighed, his eyes becoming hard. "So be it," he said. He vanished in a blur, an indigo tornado forming around Barricade as the berserk pegasus was pounded over and over by kicks from the older Captain. Barricade, in a full rage, barely flinched with each hit. With a roar, she lashed out with her hooves, catching Harbinger by sheer accident.

The force of the blow plus his own speed hit Harbinger hard. He felt ribs crack under the impact of Barricade's hooves, flying off and slamming into a building. Wincing, he pulled himself to his feet, glancing nervously over at Barricade as she snorted, pawing the ground with her hooves like a bull about to charge.

The massive captain was different from most pegasi. A birth defect left her with solid bones as opposed to the hollow bones common to her species. She also grew larger than most pegasi, her natural weight making her a slow, clumsy flier, but an extremely powerful fighter. Harbinger, the stabbing pain in his chest from his broken ribs making it hard to get a full breath, was well aware of this. And even with her slow flight, it was still an advantage for the rampaging captain.

This... may be more difficult than originally planned, Harbinger thought worriedly. Barricade's gone berserk. If I fight her all out, I might kill her. If I don't go all out, she'll kill me and the corrupted Doctor will kill her! I can't think of an out for this! What do I do?!

Nightmare Doctor smirked as he glanced over at the fight between the two captains, he and Twilight slowly circling each other. "My my," he said. "So much going on. So much backstory coming out, eh?"

Twilight just stared at him, frowning. "What happened to Jeff?" she asked, partly out of curiosity, partly to stall for time so she could think of a plan.

The Time Lord turned Nightmare snickered. "Your Princess Celestia saw fit to rebuild the Penance Ward of our treasonous sister, Nightmare Moon." At Twilight's gasp, the corrupted Doctor laughed. "Oh yes! To punish Jeff for his crimes, Princess Celestia brought back one of the most feared facilities used by Nightmare Moon during her assault on Canterlot!"

Twilight Sparkle shivered. She had read about the Penance Ward in history books, but had privately believed it not to be real. To hear that something so horrific actually existed...

Nightmare Doctor sneered. "History is full of atrocities," he said, his mane flaring. "Tirek's assault on Dream Valley, Crunch the Rock Beast, Grogar and his kingdom of Tambelon, the unrelenting Daleks, and of course, dear old Jeff..." Nightmare Doctor's mane began to grow, taking on the shapes of the horrors he had mentioned. Shadowy copies of the demonic centaur, the massive Diamond Dog god, the goat warlock, the sadistic aliens, and the horrible, grinning murderer slowly crawled out of the mad Doctor's mane, partially attacked to him still. The eyes of each of the five shadow monsters glowed wickedly as Nightmare Doctor laughed.

"Let me show you just how horrible these atrocities of old truly were," the nightmarish horror the Doctor had become said, his shadowy familiars cackling viciously, the phantom Daleks chanting "EXTERMINE!" over and over again.

Twilight flared her wings, taking to the air, gulping nervously as she backed away slowly. I've never been in a situation this bad before... Sombra, Discord, Nightmare Moon, there was always an obvious way to win, even if I had to look for it! But its too dangerous for the others to fight, meaning no Elements of Harmony to use against him. What do I do?!

Mare-Do-Well, for her part, was growing more and more frustrated as she battled with Nightmare Juggernaut. She leaped and dodged about, firing magical blast after magical blast. The ones that didn't just bounce off his purple-armored body when he was UberCharged were healed within seconds. And throughout the whole barrage, the massive Nightmare just watched her, a smirk on his face as he made sure he was facing her constantly. Every time she managed to kill a shadow medic, Nightmare Juggernaut would just restore it.

After a moment, Mare-Do-Well stopped. She glared at Nightmare Juggernaut, who was actually sitting down now, a smirk on his face.

"Aren't you even going to fight?" she demanded, panting for breath, her wings drooping.

The massive Nightmare smirked. "No. I am going to wait until you get too tired to move. Then I will move in close to you, allowing the curse restoring aura I placed around myself to turn you back into a zombie. Then I will crush your skull, ending your life," he rumbled.

Mare-Do-Well snorted, flaring her wings as best she could. "It won't be that easy," she declared.

Nightmare Juggernaut raised an eyebrow in amusement. "You are spewing magic more wildly than Pyro spews flames when she's in a rage. You're clearly an amateur at using magic, and its draining you much faster than it should. And even without that waste of power you are making far too many unnecessary movements. It's a testament to your false alicorn form's stamina that you aren't crippled by exhaustion already," he said. "No, I don't think I'll have a problem killing you. I can afford to be patient."

Mare-Do-Well stared at him, slowly catching her breath. He's right... I'm still too inexperienced at being an alicorn, and have only been in it sporadically since I revealed my identity to the Manehattan police so I could join them and make my heroics legal. I don't know anything about magic beyond zapping and magical telekinesis. And he... he's just too strong! I can't fight him like this! What do I do?!

Chrysalis snarled, lunging in on Nightmare Gardener, who simply dissolved into a cloud of leaves and vanished.

"Hiding won't save you," the Changeling Queen growled, looking around for her opponent. "I can smell your emotions. I can feel your amusement."

"So you can," Nightmare Gardener said, cackling, her voice echoing from all directions. "But really, now..."

"BE SILENT!" Chrysalis roared. "Show yourself, demon pony! Pawn of the Child of Krastos! Face me honorably!"

The thing that used to be Cheerilee snickered, and began to sing. "You don't know what your messin' with..."

Chrysalis gagged inwardly. A villain song? Now? At least I had the common sense to sing mine only in my head when I was walking up the isle at that wedding debacle...

"You got no idea!" Nightmare Gardener sang. "You don't know what your lookin' at..."

Where are you? Chrysalis thought, sniffing the air. Something was wrong. The direction the emotions were coming from was... no, it couldn't be.

"...when you're lookin' here!" the plant monstrosity sang. "You don't know what you're up against! No no way no how! You don't know what you're lookin' at!"

It is... Chrysalis thought with growing horror as she sensed the building excitement of her foe. It's beneath me!

The ground erupted, poison-thorned vines wrapping around the Changeling Queen before she could react, binding her wings and legs, lifting her high up into the air. Rising up into the air with her was a massive, green and purple plant pod. Once they were high above Ponyville, the pod opened up, revealing a huge jaw with massive, dripping teeth. Inside the upper jaw of the plant's massive, horrid-fanged jaws was Cheerilee's real body, her body twisted in an agonizing position, vines growing out through her skin, fusing her to the pod.

"BUT I'M GONNA TELL YOU NOW!" the monster flytrap roared, leaning in to bite Chrysalis's head off. Chrysalis flared her horn's magic, burning away the vines trying to wrap around it. She cast out a wave of magikinesis to hold the jaws open. Acidic drool dripped down on to her carapace, Chrysalis wincing and quickly extending the magikinetic shield around her entire body.

This is INSANE! Chrysalis thought frantically as she fought for her life, Nightmare Gardener's massive flytrap jaws chomping hard on the forcefield, the Changeling Queen just barely able to keep it solid under the pressure and the acidic drool. How could I lose control so quickly?! DAMN this wretched plant pony, and damn Slendermane for creating such a beast! Wretched creature! Her body's too altered for me to simply eat, and I'm barely keeping this thing from eating me! I... I can't think of a plan! What do I do?!

The still stable part of Nightmare Brutality's mind was more than a little worried. Barricade's strikes were borderline lethal, Harbinger barely keeping ahead of them. Twilight was facing off against phantom versions of some of the most horrific parts of Equestrian history. Mare-Do-Well found herself at a stalemate with Nightmare Juggernaut, who had the patience of the Grim Reaper. Chrysalis was trying very hard not to be eaten by a creature she and her kind had eaten last time.

As for Brutality himself?

He had to deal with this giant mechanical wanker in front of him, the one who turned him back into his Nightmare state to begin with.

"How'd you make me a Nightmare again, anyway?" Nightmare Brutality asked, flaring his sword-like feathers. "Nightmare Moon brought me out, not old Slenderbritches."

Nightmare Clockwork stared at him impassively. "IT IS AS DESIGNATE: NIGHTMARE JUGGERNAUT STATED. THIS UNIT SIMPLY CAST A SPELL TO REINSTATE THE CURSED FORMS THAT FIVE SPECIFIC PONIES HAD BEEN UNDER RECENTLY. SMOOZE NEED NOT HAVE BEEN THE CAUSE OF IT."

"Beauty," Nightmare Brutality muttered. "So what now, then? You haven't attacked yet."

"THERE IS NO NEED TO, TRAITOR DESIGNATE: NIGHTMARE BRUTALITY," Nightmare Clockwork said. "YOU ARE INCAPABLE OF HARMING ME IN AN WAY, SHAPE, OR FORM."

"We'll see, mate," the bladed Nightmare said with a vicious smirk. His horn flared, and a massive array of blades shot up from the ground right underneath Nightmare Clockwork, each sharper than the ones he used on Barricade. Each blade serrated and designed to gore a pony completely.

The blades curved or broke outright the moment they impacted

The look on Nightmare Brutality's face would have been comical if it weren't for the fact that Nightmare Clockwork struck him in said face moments later.

"YOU ARE INFERIOR," Nightmare Clockwork said, firing rockets that homed in on Nightmare Brutality and battered him ruthlessly.

"I AM SUPERIOR."

Without letting him fall, Nightmare Clockwork sprouted a pair of massive chainguns and fired them, Nightmare Brutality flying further into the air, purplish blood starting to gush from his mouth.

"YOUR EFFORTS ARE IN VAIN."

The barrage stopped, Nightmare Brutality slowly falling to the earth, dark blue blood training from his wounds. He tried to will himself to heal, but before he could, Nightmare Clockwork juggled him again, powerful lasers from his eyes searing into him, vaporizing the roofs of several buildings behind him.

"ALL WILL FALL. NIGHTMARES WILL REIGN. AND YOUR CHILDREN SHALL BE OUR MASTER'S FOOD."

Nightmare Brutality staggered, coughing violently, his body smoldering, wondering what sort of sick god would render him so ineffective after getting this power. This is bloody insane, he muttered inwardly. I can feel it. I can feel Christian Brutal Sniper suppressing RED Sniper. If it weren't for me own willpower, he'd have gotten me too when he got the strength boost from that Curse Renewal magic Clocky here used on us. I... I can't think of a plan to kill this wanker and get Engie back. I can't think of ANY kind of plan! What do I do?!

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

Human world...

Secret Australium mine...

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

Heavydile roared in defiance as he charged the gathered mercenaries, rockets, pipe bombs, and magical blasts bouncing off his thick, leathery hide, Christian Brutal Sniper leaping up on his scaly, thickly spined back and riding him.

"Let's have a go at it!" CBS crowed, pulling a modified bazooka out of thin air and firing barrages of bowie knives from it, forcing the mercenaries to retreat. RED Soldier and RED Demoman fired their own weapons in response, but the projectiles just exploded harmlessly off of Heavydile's chest.

RED Scout tried to run around to shoot the massive creature in the back, but with a sound like a rocket firing, Vagineer's fist shot from his wrist, attached to a bloody, organic cable. Vagineer let out a warped cackle, slamming RED Scout headfirst into the ground and dragging him back towards him, Vagineer driving his knee into the young man's face, knocking him up into the air. He then brought his Australium wrench down hard on RED Scout's back, the young man letting out a yelp of agony as he was slammed down into the ground again.

He tried to bring his scattergun to bear, but Vagineer just swatted it out of his hands. The only thing that saved him from being attacked any further was Monoculus firing a barrage of eye missiles at the monstrosity that forced him to retreat, RED Scout scampering out of the way.

"Diputs llabeye!" the monster said, brandishing his Australium wrench. He thrust his ungloved fist up at the creature, the forearm and hand shooting out of his arm in a bloody cloud with the sound of a rocket firing. The forearm shot up and struck Monoculus with enough force to push it back, the floating eyeball's gaze widening in surprise from the impact. With a shrill cry, Vagineer leaped up to Monoculus landing on top of it, the giant eye spinning and twirling desperately, firing eyeball rockets at random as it tried to shake Vagineer off. The warped monstrosity regenerated the had it had fired and dug it into the flesh just underneath its eyelid, growing sharp, bladed talons on his fingers. Monoculus let out a scream of agony that would haunt the humans there for weeks.

RED Scout shuddered at the sound, and ran to pick up his dropped scattergun. Before he could reach it, though Christian Brutal Sniper leaped off of Heavydile's shoulders and tackled him to the ground.

The mad thing that used to be the stoic RED Sniper grinned savagely, brandishing a massive bushwacka of a knife. "Let's see how much blood's in ya!" he said, starting to roughly hack away at RED Scout, bloody chunks flying off of his body as CBS cackled in mad glee.

The others barely noticed, focusing their efforts on Heavydile. The massive crocodile man roared savagely, his thick tail lashing back and forth. RED Soldier's rockets, RED Demoman's bombs, and Merasmus's spells just seemed to enrage the creature, RED Medic desperately trying to build up an UberCharge. Any attempts he made to set up a Sentry using RED Engineer's toolkit were just smashed outright.

"This is nuts!" RED Soldier said, slowly backing away as he hastily reloaded his rocket launcher. "This maggot isn't taking any damage at all!"

"Keep firing!" RED Demoman said. "We cannae let these beasties get back te Teufort!"

The Horseless Headless Horsemann leaped at Heavydile from behind, swinging its massive axe at the creature's neck. Heavydile was knocked back by the powerful blow, his scales showing a slight scratch, but he was otherwise unharmed. The Horsemann charged, ramming his shoulder into Heavydile's gut, but the creature was ready for him by this time.

The Horsemann let out a yelp as Heavydile picked it up and brought it head first up his mouth, his massive jaws biting off half of the creature's pumpkin head in a single chomp. Heavydile grinned wickedly, swallowing the chunk of head it had eaten, and then eating the rest of the pumpkin head.

Heavydile licked his lips and let out a belch. He prepared to toss what he thought was the Horsemann's lifeless corpse aside, when the Horsemann swung its axe at the creature's neck again. Heavydile let out a bellow of fury and grabbed the now actually headless creature in both massive hands, tearing it in half with a single yank, ectoplasmic blood spraying out over the mercenaries.

"Faith, we're in trouble..." RED Demoman groaned, wiping the ectoplasm off of his face as Heavydile roared at him.

Two half-eaten halves of Monoculus landed near them and disappeared, Vagineer landing on his feet near RED Soldier. The mercenaries turned with a start, Heavydile taking this opportunity to attack RED Demoman, crushing him into a bloody pulp underneath his massive fist and licking it clean. Vagineer laughed at him.

"Maggot!" RED Soldier snarled, furious over his friend's death, whipping out his shovel and charging, but Vagineer just shot out both his forearms, the projectile limbs dissolving into a massive of bloody tentacles which coiled around RED Soldier, some of them stabbing into the ground to pin him down.

"Lemme go!" RED Soldier bellowed, squirming in the bloody tendrils which held him, giving him no leverage to get free. Vagineer pounced on him, his twisted, distorted mouth opening sideways in a hissing growl. RED Soldier let out a scream as Vagineer lowered his face towards the mercenary and bit down, RED Soldier's screams becoming strangled as the monstrosity that used to be RED Engineer began to devour him.

RED Medic gulped nervously and tried to run, but Heavydile picked up RED Medic in one massive hand. The German barely had time to scream before the massive crocodile man bit his head off.

Merasmus gulped nervously. "MORTIS SHORTDISTINAS!" he intoned, creating an explosion that knocked all three monsters back, but doing nothing but get their full attention focused on him.

Christian Brutal Sniper chuckled wickedly, wiping some of Scout's blood off of his face. "Oh, it's like Christmas mornin,'" he said. "It's down to just us, wizard."

Merasmus gulped nervously and twirled his cane. "You'll find me not so easy to kill, wretch!" he said, clutching the Bombinomicon to his chest.

"We are fucked like a whore in the busy season," Bombinomicon moaned.

"Not really helping, you stupid children's novel," Merasmus muttered.

A few seconds later, RED Demoman, RED Medic, RED Soldier, and RED Scout appeared by RED Sniper's van, shuddering.

"Vell," RED Medic said, "that vas ze most unpleasant experience of mein life."

"How the hell are we even supposed to fight these things?" RED Demoman growled. "They're bloody invincible!"

RED Scout looked thoughtful, eying a frying pan that lay in the back of the camper van.

RED Soldier snorted. "It doesn't matter how we do it, we just have to do it!" he said, picking up some extra ammunition. "If those monsters get to a populated area, they'll destroy it! Lots of civilians slain, damage worse than that whole debacle when Pyro decided to take a walk in Teufort and found the BLU team without their weapons!" He shook his head at that. "Sloppy. Always carry a gun just in case something like that happens."

RED Demoman rolled his eye. "That bein' said," he said, "Solly's right. We have te keep these bastards at this mine."

RED Medic frowned. "Vhy is zere even an Australium mine here? I thought zat ze Administrator had taken control of ze nation's total supply."

"Is that REALLY th'most important thing te think about, ye git?" RED Demoman snarled.

*CLONG*

RED Medic and RED Demoman turned, looking at RED Scout in shock. He had just clubbed RED Soldier over the head with the frying pan, the dazed mercenary staring at RED Scout.

"W-why did you hit me?" RED Soldier said, wobbling around.

*CLONG* RED Scout hit him again.

"...Laddie, what are ye," RED Demoman started to say.

*CLONG* "We're gettin' creamed out there," RED Scout said, hitting RED Soldier again. "Those freaks are stronger than us, faster than us, and downright meaner than us."

RED Medic began healing RED Soldier, who was visibly staggering. He gave RED Scout a vicious look, scowling. "How is pummeling Soldier helping!?"

"We need something to fight back with," RED Scout said, his expression determined. "We gotta fight a freak with a freak." *CLONG*

"I don't feel very good..." RED Soldier said, staggering. "Permission to take a nap, Captain..."

*CLONG*

RED Demoman's eye widened in shock. "Lad... ye cannae mean that yuir gonna..."

RED Scout began to smack RED Soldier over the head repeatedly, smacking his head back and forth. "WE! NEED! PAINIS! CUPCAKE!"

RED Soldier collapsed.

RED Medic and RED Demoman both slapped RED Scout across the head, sending him to the ground from the force of the impact. "You gotta better idea?" he yelled up at them, wincing and rubbing the back of his head.

The two REDs looked at each other and frowned, and then looked over to Merasmus. The wizard, in a panic, was holding the Bombinomicon in front of him like a shield. The book was shrieking in terror, babbling in Spanish and spraying bombs at Heavydile, who looked more annoyed than anything else, Vagineer and Christian Brutal Sniper waiting patiently behind their living shield of an ally.

"...Nae, I guess we dinnae," RED Demoman admitted. "But still, there's got te be a better way than unleashing Painis Cupca..."

*clickclickclick*

The three REDs froze. They all turned to look at RED Soldier, who was now standing stock straight and staring at them intensely.

"I am PAINis Cupcake," RED Soldier said. "I will eat you." He then smiled, a creepy, horrible smile.

"Mein gott..." RED Medic muttered, slowly stepping away, RED Demoman doing the same.

RED Scout started to say something, but the freak grabbed him by the throat. The former RED Soldier grinned wickedly and cackled.

Tugging hard on RED Soldier's hands to free his airway, RED Scout gasped and pointed behind him. "Wouldn't you rather have some nice crocodile monster instead?"

RED Soldier blinked and turned, noticing Heavydile fighting Merasmus for the first time. He grinned and set RED Scout down. "Stay here," he said. "I will eat you later."

RED Scout just nodded, staggering back as RED Soldier slithered off towards the battle. The barrage of explosions had finally started to bore Heavydile, the massive monster of a crocodile man knocking down the wizard with a single punch. Merasmus went down like a sack of flour, his nose breaking with a sickening crunch. Vagineer chuckled and stalked around Heavydile, the massive beast chortling and licking the wizard's blood off of his fist.

Merasmus, whimpering, began crab-walking backwards to try and retrieve the dazed Bombinomicon, which had been thrown aside as he had fell. Vagineer narrowed its goggle-like eyes and chuckled, his forearms dissolving into tentacles as Heavydile and Christian Brutal Sniper watched with amusement.

Before he could finish the wizard off, however, RED Soldier, in full Painis Cupcake mode, slithered up to Vagineer and delivered a massive uppercut that sent the understandably freak flying back over Heavydile's head.

Heavydile and Christian Brutal Sniper blinked.

Merasmus blinked. "...Soldier?" he asked quietly as he scrambled for the Bombinomicon again."

"I am PAINis Cupcake," RED Soldier said, politely introducing himself to Heavydile and CBS. "I will eat you," he added, grinning a horrible grin.

"Oh bloody hell," Christian Brutal Sniper said, tossing a handful of knives at RED Soldier. The maddened freak just pulled a shovel out of nowhere and swat them all aside without even turning towards him.

Heavydile just stared at this creature that called itself Painis Cupcake, not sure of what to make of it. Before either Painis or Heavydile could react, though, a shrill, horrifying cry of fury echoed across the valley. Vagineer, his arms dissolved completely into tentacles, lunged over Heavydile and tackled RED Soldier to the ground jaws opened wide to chew RED Soldier's face off. RED Soldier just snarled right back, something in the non-Painis part of his mind remembering that Vagineer ate him before.

That just wouldn't do. He was Painis Cupcake! HE did the eating, darn it!

"BEHOLD!" intoned Merasmus in a melodramatic voice. "I now take on my ultimate form!"

"This just keeps gettin' better and better," CBS muttered as he and Heavydile turned towards the wizard.

Merasmus's body glowed and collapsed as a green mist emerged from it, the mist forming into a giant, ethereal version of the wizard. "Now you face the fury of the Dreaded Merasmus! Behold, for I am the cold void of death! Behold, for I am the icy hand of fate! Behold, for I am..."

Ignoring Meramsus's rant entirely, Heavydile tromped over to his inert body and ate it in two crunching bites.

Merasmus just stared in shock, one eye twitching involuntarily.

The Bombinomicon, hovering just over Merasmus's shoulder, just barely managed to stifle his chuckling.

Christian Brutal Sniper didn't bother stifling his laughter, and was doubled over in his hysterics.

Over in the carrier tank, Gray Mann just shook his head. "Well, that was lackluster..." he said.

RED Scout snickered and turned to RED Medic. "And here I thought you were the one Heavy wanted to eat out," he quipped.

RED Demoman clubbed RED Scout unconscious with the frying pan.

Heavydile, quite satisfied, turned and belched in Merasmus's face, the ghostly wizard's hat nearly falling off.

Merasmus's teeth ground as something snapped inside of him, some long-held line was finally crossed.

"FUCK THIS NOISE!" the ghost wizard roared.

A MASSIVE explosion rocked the valley, collapsing the front of the mine and sending Heavydile and Christian Brutal Sniper flying into the air.

Vagineer and RED Soldier were thrown aside by the blast, but continued trying to murder each other. CBS managed to land on his feet, wincing a little at the sharp pain in his ankles from the impact, while Heavydile landed on his head, the massive beast getting stuck. With some effort, Heavydile managed to free himself, snarling in irritation as he looked around for Merasmus. When he found him, though, both he and CBS were taken aback.

Merasmus's ghostly form floated in midair, radiating power. Monoculus and the Horseless Headless Horsemann floated nearby, radiating the same greenish aura of power.

"Damn..." Bombinomicon said softly, actually impressed.

"I AM MERASMUS. I AM A WIZARD OF TREMENDOUS POWER. AND FOR ONCE IN MY GODDAMN LIFE, I'M GOING TO GET THE RESPECT I DESERVE!"

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

Pony world...

Ponyville...

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

Quite suddenly, Nightmare Clockwork's head jerked up with enough force to almost topple the massive demonic alicorn backwards.

"ERROR! DIMENSIONAL INTERFACE MALFUNCTION! ERROR! ERROR!" Nightmare Clockwork intoned, looking around in confusion. "ERROR! ERROR! INTERDIMENSIONAL ATTACK IN PROGRESS!"

Someone's fighting you, Daddy-monster, said a smirking Gem Sentry, her prison having been rattled around by the sudden jerking.

Silence, Nightmare Clockwork barked at her, trying to figure out what went wrong.

As Nightmare Clockwork staggered, his minions faltered as well, the gathered Nightmares, including the heroic Brutality, falling back, confused etched in their faces.

Twilight was the first to realize it. "...They're all connected to Clockwork," she said softly. And as she and the others came to this conclusion, panic fading from their thoughts, plans began to form in their minds.

Over with the civilians at the edge of town, the other BLUs and Elements of Harmony watched all of this worriedly.

"...Did someone hit me over the head with a frying pan or something?" Soldier asked, his face etched with confusion. "Because I've got a terrible headache for some reason..."

"What in the hay just happened?" Applejack asked, frowning.

"Dimensional interface..." Medic said softly, recalling Nightmare Clockwork's phrasing. "...RED Engineer must have been transformed as well. Ze RED team must have managed to score a decisive blow against vhatever Engineer's RED counterpart has become."

"Top shelf!" RED Spy crowed. "I knew zey wouldn't let me down!"

"Looks like the others are starting to get their act together as well!" Scout said. "FINALLY something goes our way!"

"There's still the problem of our friends turned into monsters and my mommy brainwashed into fighting Harbinger..." Fluttershy said softly.

"We can end this quickly if we take out Nightmare Clockwork," Spy said.

"HOW!?" Demoman shouted. "The bloody thing's huge!"

Spy looked pointedly at Zecora. The zebra gulped audibly, turning to stare at Clockwork, who was staggering, trying to recover its wits. The creature was monstrous, a violation of nature, a perversion of everything she held dear. What could she do against it.

"Zecora..." Spy said softly. "I cannot do zis without you. Ze power of our fusion is needed to stop zis monstrosity."

Zecora shivered. "My body is quakes, my eyes are atear..." she said, her voice almost a whisper. "How can we best this embodiment of fear? This monster is deadly, on our ends hellbent. How in blazes are you so confident?"

Spy just smiled, nuzzling her. "You'll just have to trust me, Zecora. Trust me as I trust you. Do you trust me, Zecora?"

Zecora looked into Spy's eyes. He had never failed her before now, he and his comrades always coming through. The warmth she saw there was real, the confidence unshakable...

"I..." Zecora said. "...yes."

Bluish smoked enveloped them both as a sound similar to his Dead Ringer pocketwatch echoed throughout the group, the BLUs smirking in recognition of the sound. RED Spy gasped, feeling a surge of power go through him, residuals from the transformation. Once the smoke faded, the gathered ponies smiled at the figure as it emerged.

The dark-skinned woman was wearing Spy's suit, only instead of a balaclava, she was wearing a domino mask. Her hair was done up in a black and white mohawk, a lit cigarette dangling from her mouth. The Element of Trust glistened around her neck.

"Remarkable," RED Spy said softly.

"Gentlecolts," the woman said in Zecora's voice with Spy's accent, "Spycora is here to help. Although I am going to need a lift."

Scout blinked. "A lift?"

Spycora nodded. "I need to get on ze Nightmare's back so I can properly place my sappers and break into Clockwork's body to get Engineer back."

"I'll do it," Rarity said, stepping forward, everypony else watching her in surprise.

Spycora stared at her cautiously. "It will be risky," she said.

"Engineer is my friend and partner, Pyro is a comrade and Gem is just too adorable," she said. "I'd never forgive myself if I didn't do everything I could to rescue them. Now come along, let's stop wasting time! We have friends to rescue, and I intend to have them hale and hearty by the time the Running of the Leaves rolls around." She stared firmly into Spycora's eyes, the infiltrator fusion just smirking.

"Very well zen, cherie," Spycora said. "Teleport us directly onto Nightmare Clockwork's back."

Rarity nodded, Spycora leaning down and placing her hand on Rarity's back. The elegant white unicorn's horn glowed, the two of them vanishing in a pop.

They reappeared right where Spycora asked, Clockwork flapping its wings in frustration as it tried to figure out why it had suddenly jerked up into the air.

Rarity gulped nervously, reflexively grabbing onto one of the smokestacks on Clockwork's back. "I do hope you know what you're doing," she said.

"Trust me," Spycora said, pulling out a pair of sappers from the inside of her coat. She flicked them on and placed each one on one of Nightmare Clockwork's wings.

Almost immediately, tentacles shot out of each sapper and attached themselves to key connections on the wings. Spycora grabbed onto a smokestack and backed away as electricity began to arc around the sappers, Nightmare Clockwork's entire body convulsing in agony.

"ERROR! ERROR! ELECTRO-SAPPERS DETECTED! ERROR! ERROR!" Nightmare Clockwork shrieked, a burning, white-hot agony in its wings. It tried to reach back to remove them, but the tendrils in its legs were too short, and its body's own design prevented it from reaching them. The sappers burned away connections, melted wires, shredded microchips, and detonated bolts, until finally Nightmare Clockwork's wings simply fell off, landing with a ground-shaking thud, tearing open a good-sized chunk of its back.

Spycora nodded, pulling out her revolver. "Now comes the interesting part," she said, leaping into the massive Nightmare. Rarity gulped nervously, looking at the greasy, oily hole created by the removal of the wings. She looked back at her immaculate white coat...

...Well, not as immaculate anymore. Her coat was stained with blood from grazing bullet wounds, as well as dirt from the battle earlier. She needed at least a full day in a hot tub and a full grooming session after this. And what am I doing even worrying about this right now? she thought, mad at herself for letting her vanity get to her in this situation. She took a deep breath and leaped into the hole after Spycora.

When she landed next to her, however...

"Merciful Mother of Celestia," Rarity said, gasping.

"Of course it's bigger on ze inside," Spycora muttered.

The two of them stared at the massive cathedral-like chamber before them. Pillars with armed security cameras and Sentry turrets lined the path, separating them from a pair of doorways at the far end of the chamber.

Rarity huffed. "Well, no sense waiting around," she said. "We have friends to save."

"Indeed," Spycora said, pulling up her sleeve and revealing her invisibility watch. "But let's let me handle ze Sentries first, hm?" With a flick of the dial, she vanished, Rarity wishing her luck as she ran forward to clear the way.

Nightmare Clockwork let out a mechanical snarl. "INTRUDERS DETECTED. COUNTERMEASURES ACTIVATED. RESUMING ATTACK," it rumbled.

"OH NO YOU BLOODY DON'T!" Nightmare Brutality snarled, barbed-wire wrapped chains bursting out of the ground and binding its body. It stumbled, landing on its side as more and more chains popped out, mummifying the massive creature, keeping it from using its weapons and effectively immobilizing it. The other Nightmares, already stunned through their connection to Clockwork, snarled at Nightmare Brutality, who just grinned right back at them.

"Don't you lot have your own fights to worry about?" he teased.

The Nightmares, realizing their mistake, whirled back to their opponents, only to find that they were ready for them now...

"Nightmare Doctor!" Twilight intoned, her own mane and tail transforming, changing into a starscape. "You seek to fight me with history? Then you should know that all the horrors you brought out have been beaten!"

Nightmare Doctor shook his head to recover his composure, and snarled. "So what?! Even these simulacrums cannot be bested by the likes of you!"

"They don't have to be," Twilight said. "You brought up Jeff the Killer? He was beaten by you yourself, Doctor! Bested and locked away in the Penance Ward!"

Before the Nightmare Doctor's horrified eyes, a phantom of his uncorrupted self shot out from Twilight's main, shoving his buzzing sonic screwdriver. The Jeff phantom screamed as the Doctor phantom swarmed around it, both vanishing with a pop. Nightmare Doctor screamed as his magic was severed.

"Princess Celestia destroyed the Dalek empire as a whole, having the sun consume them!" Twilight continued. Before the Nightmare could react, a simulacrum of Celestia appeared from Twilight's mane, wings spread and horn glowing. A fireball in the shape of a sun appeared next to the phantom Daleks, incinerating them before they had time to scream. Nightmare Doctor staggered, his flesh sizzling from the intense heat.

"Grogar was always a dangerous threat, but each time he was beaten the same way!" Twilight continued, her mane forming a massive bell that thundered over the Nightmare. The Grogar image screamed, fading out of existence, the Nightmare's screams overtaking it as part of its magic simply ceased to exist, torn away from it roughly. "And Crunch was slain by his own people!" From Twilight's tail emerged phantom Diamond Dogs, the leader wielding an enchanted, god-slaying sword. The sword struck the Crunch phantom in the forehead, the phantom exploding as history replayed itself, sending the Nightmare Doctor skidding away.

"S-Stay back!" the Nightmare begged, his Tirek phantom charging.

Twilight didn't let up for a second. "And all foals know the story of how Tirek was slain! THE RAINBOWOF LIGHT!"

A phantom copy of the Rainbow of Light burst forth from Twilight's mane, carting the phantom Tirek and Nightmare Doctor up into the sky. As history replayed itself, Nightmare Doctor was blown away, making a crater upon impact as his last phantom was destroyed.

BE-BEEP *chrrr*

Nightmare Doctor's eyes shot open at this. He looked up to see twenty phantom Sentries and, just for emphasis, one phantom Mini-Sentry, all aimed at his face, a wicked smirk on Twilight's face.

"Hate you so much right now," the Nightmare muttered moments before he vanished underneath a hail of gun and rocket fire.

After a few minutes, Twilight dismissed the phantom Sentries. She looked into the crater made by Nightmare Doctor, seeing him unconscious but definitely alive. The alicorn sighed in relief.

She turned to Barricade and Harbinger, the former having pinned the bloodied and beaten latter underneath her massive frame. She chuckled viciously, raising a hoof to crush her former mentor's head. Harbinger grimaced and glared at her, closing his eyes and silently apologizing to the princesses for his failure.

"Barricade, stop!" Twilight called out, running towards them.

Barricade chuckled cruelly at her. "Thanks for leaving the Doc alive for me. I'll get to him in a minute," she said. "I just have to make sure my old boss here doesn't interfere anymore."

Twilight bit her lip. She needed to stop this, but fighting her would just turn Barricade's wrath on her instead. Her mind racing, she said the first thing that came to her mind.

"Barricade, is it really the Doctor you hate?" Twilight asked.

Barricade froze, her colors returning to normal as the spell enhancing her rage was broken. "I... I just..." she stammered.

Harbinger sighed, both in relief that Twilight had managed to stop her and in regret. "Oh Barricade... You never forgave yourself for what happened that day, did you?" he said.

Tears started to flow from the massive pegasus's eyes. "...should've stopped him... should've done something..."

Harbinger slowly, painfully, pulled himself from underneath Barricade, wincing from his broken ribs and multitude of bruises. He ignored the pain, and put a hoof on his former student's shoulder. "Barricade... Jeff had trap glyphs lining every surface of the room. Even without the Doctor..."

"He was ready for us either way..." Barricade said. She began to cry in earnest, finally admitting the truth to herself after far too long. "We were doomed from the start..."

Harbinger and Twilight both hugged her. "Time enough for recriminations later," Harbinger said softly. "The fact is that you have to move on, focus on the now, as you did before. Only this time, do it with a clearer head."

"We still have a town to save," Twilight said. "Too many ponies have died already."

Barricade just smiled softly. "You're right," she said, wiping tears from her eyes. "Gotta look cool for my Flutters, right?"

Harbinger nodded, his expression becoming stern once more. He looked over at Nightmare Juggernaut, who seemed to be in a stare-down with Mare-Do-Well, the former becoming increasingly agitated. "Nightmare Doctor is down, but Juggernaut, Gardener, and Clockwork are still active. We need to..."

"I have a brilliant plan," Barricade said with a vicious grin, taking to the air and charging Juggernaut.

"Oh for fuck's sake," Harbinger said, realizing what was going on.

Meanwhile, Juggernaut was finding himself facing a Mare-Do-Well that was just sitting and staring at him.

"...You aren't going to do anything?" the Nightmare asked, confused.

Mare-Do-Well shook her head. "...No, I don't think so," she said. "You're right about me not being good at magic yet. Plus, you have your shadow Medics to heal you. So I think I'll just take up your tactics instead: being patient and waiting for you to make a mistake. I've gotten rather good at patience over the centuries."

Nightmare Juggernaut fidgeted. He hadn't counted on Mare-Do-Well turning his own tactic against him. "Can you really just sit there, knowing what I am? Knowing what I can do?"

"Quite easily, thank you," Mare-Do-Well said, smirking underneath her mask. "The question is can you? Can you just sit there knowing that there are other heroes here, that any one of them might attack you? We both saw Nightmare Doctor go down just a few moments ago. What do you think will happen to you if you just keep waiting for me to attack?"

A nervous trickle of sweat traced its way down Nightmare Juggernaut's forehead. He knew she was right. But Mare-Do-Well was still an unknown entity to him, Heavy's memories unfamiliar with the superhero. What if there was somepony ready to attack him? But what if it was a trick? But what if...

"COMIN' THROUGH, DUMBASS!" bellowed Barricade. Startled, Nightmare Juggernaut turned just in time to be on the receiving end of a headbutt from the massive pegasus, the sound of their heads colliding like a thunderclap. Juggernaut felt a sharp, pulsing pain in his skull, his vision swimming as his concentration broke. His shadow Medics vanished and he toppled to the ground like a falling tree, everything going black as a single thought raced through his mind before falling unconscious.

What the hell just happened?!

Barricade landed, blood trailing from her head at the point of impact with Nightmare Juggernaut's. She giggled dazedly, staggering about.

"That was at once one of the stupidest and most awesome things I've ever seen," Twilight said, she and Harbinger trotting up to Barricade.

"Heheh... whoa, that's a concussion..." the pegasus giggled, wincing at the pounding pain in her skull. "Probably a skull fracture, too. Oh, TL's gonna kill me..."

"I'll hold you down for him!" Harbinger snapped. "Honestly, I'd swear sometimes you injure yourself just so you can get that doctor husband of yours to nurse you back to health!"

"Don't knock it 'til you tried it," Barricade said, falling to her knees and chuckling. "My TL Care really lives up to his name."

Harbinger snorted. "At any rate, recover as best you can. Nightmare Brutality seems to have immobilized Nightmare Clockwork for now, but Chrysalis may still need our help with..."

"RRRRRRRRRRRRRRROOOOOOOOOOOOOOOOOAAAAAAAAAAARRRRRRR RRRRRRR!"

Harbinger stared. "Err... nevermind."

Chrysalis, in the form of a massive green dragon, tore Cheerilee out of Nightmare Gardener's body with a single slash of her claws. She then exhaled a massive blast of flame with left Nightmare Gardener screaming in agony as she rapidly burned to ash, the removal of her host body also removing her ability to rapidly heal. Chrysalis set the unconscious and bleeding Cheerilee near the others and then shifted back to normal, gasping for breath, falling her her knees from sheer fatigue.

"I... I didn't know Changelings could become creatures that much bigger than themselves," Twilight said.

Chrysalis shook her head. "Only me," she said, panting and clutching her chest, her heart pounding from exertion. "And only briefly, and only if I've been extremely well-fed recently, moreso than when I fought Celestia at your brother's wedding. I'm just lucky I managed to catch the vegetable off-guard with it. An extended fight would have killed me."

Mare-Do-Well nodded. "You did well, your Majesty," she said. "It's down to Nightmare Clockwork now. We just have to hope that whomever it was that shorted out its wings can stop it from the inside..."

"My poor little Flutters must be hiding under a bucket by now..." Barricade pouted. "She could always contort herself into the smallest spaces when she was frightened..."

Harbinger sighed. "If all goes well, Barricade, she won't have to hide much longer. Before you pinned me I saw Rarity and what I guessed was a new fusion form going inside Clockwork. It's all up to them now..."

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

Inside Nightmare Clockwork...

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

Rarity could only watch in amazement as Spycora went from Sentry to Sentry, placing sappers on some, getting others to destroy themselves. It was as if the infiltrator were a ghost, vanishing in and out of view. When she couldn't get close to a Sentry, she'd simply shoot it to pieces with her revolver.

"Incredible," Rarity said softly.

"Was zere ever any doubt?" Spycora said. She checked her supply of bullets, finding herself down to her last four, and frowned, lighting another cigarette. "Can you find Gem? Pyro will most likely be with her as well."

Rarity blinked. "Oh! Yes, of course." She concentrated on Gem's unique crystalline structure, her natural talent for finding gems kicking in as her horn pointed her in the right direction, down one of two hallways at the end of the antechamber that Spycora had just cleared.

"She's down the left pathway," she said. She concentrated again, preparing to teleport, only to have her magic fizzle out. "I'm being blocked."

Spycora cursed. "All right, we..."

"I'll get to Gem and Pyro," Rarity said firmly. "You concentrate on rescuing Engineer."

Spycora quirked an eyebrow at her. "You are certain of zis course of action?"

Rarity scoffed. "Tish tosh," she said. "A hot bath and a day at the spa afterwards and I'll be right as rain." Please dear Celestia don't let me die.

Spycora nodded, smiling. "Never let it be said that you were unwilling to give fully of yourself."

Rarity chuckled, and started down the hall. "Well, I do have an Element of Harmony to live up to," she said. Spycora nodded and headed down the other hall, idly playing with her knife.

Rarity entered through the door at the end of the hall, coming into a long corridor with a windowed door at the end. She saw Pyro, trapped in her petrified state, and Gem pacing around nervously. She sighed in relief.

"Hold on, Gem! I'm coming to save you! And Spy and Zecora are going to save your father!" she said.

Gem beeped, and looked around. She looked in the direction Rarity was and used a laser to cut a hole in the wall. As it peeled away, Rarity saw that the wall did not let anyone see out of the chamber. Once Gem saw Rarity, she beeped happily.

Rarity started to trot down the hall, when she noticed the ceiling starting to lower and the floor starting to raise. She gulped nervously and broke into a full gallop, Gem trying to reach through the doorway and push the floor down, to no avail.

With an ominous grinding, the floor and ceiling closed in on each other, Rarity galloping as fast as she could. Once she was close enough, Gem grabbed her with her own magikinesis and pulled her forward, but the lifting was awkward, Rarity ending up rolling around in midair as Gem pulled her. It was also not fast enough, the walls and ceiling clamping down on her right foreleg.

"AAAAIGGGHGH!" Rarity shrieked as her foreleg was crushed, tearing free of her body as Gem pulled her into the chamber. The unicorn was in agony, the pain from her destroyed limb like fire throughout her body.

Gem held her close, whimpering softly, unsure of how to help. Rarity grimaced, and managed to smile weakly. "Oh dear..." she said, "I come to be the big hero and I end up as the damsel-in-distress yet again... Story of my life I suppose..."

Gem's scan of Rarity's body revealed that the unicorn was losing blood fast. She needed to do something but she wasn't a doctor! She didn't know how to...

Dispenser Mode Activating, said a voice in her head.

Wait, what? Gem thought. She felt gears inside her shift, her horn shortening as a soft, blue light came out and attached itself to Rarity. Quickly, the wound on her leg began to heal, Rarity slowly relaxing in Gem's grip as the gushing wound where her leg used to be became a scarred up stub. Weak from blood loss, she fainted into Gem's forelegs.

The robot sighed in relief, glad her father had thought ahead and added that function to her. But her scans revealed that Rarity would still need medical attention. She hugged her would-be rescuer and prayed that Spy and Zecora would be able to save them all...

Meanwhile, as Spycora reached the hallway leading to Nightmare Clockwork's main chamber, she turned in shock when she heard Rarity scream.

"DO NOT BOTHER," boomed Nightmare Clockwork's voice, deafening due to the proximity. "DESIGNATE: RARITY HAS SUFFERED A CRITICAL INJURY. WHILE UNIT DESIGNATE: GEM SENTRY HAS MANAGED TO STABILIZE HER THANKS TO THE DISPENSER FUNCTION THIS UNIT FORGOT WAS HAD INSTALLED, SHE IS STILL A PRISONER. AND WILL REMAIN SO UNTIL THE OTHER ELEMENTS OF HARMONY, YOURSELF INCLUDED, ARE DESTROYED."

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

Primary control chamber...

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

The mutated wreckage that used to be Engineer, wires growing out of his body that attached him to the massive robot's mechanical frame, watched nervously through the security cameras rigged up inside the subspace pocket that comprised his body.

Spycora glared up at the camera. "You'll pay for that," she said, reaching into her pocket again.

Nightmare Clockwork chuckled. "You are almost out of bullets. This unit remember how many you carry normally," he said. "Plus, this entire corridor to my main chamber is lined with deathtraps. You'll never get out alive."

Spycora sneered, pulling out a small packet. "A veritable death run, eh?" she said. "No matter. While I have Spy's abilities, it is true, I also have Zecora's as well." She poured out the packet into one hand, revealing a glowing, crystalline powder. "So catch me if you can."

She blew gently onto the powder, which swelled out and became a thick mist that Nightmare Clockwork's eyes widened. Subject is most likely using the cover of the mist to hide her movements. Activating all traps.

Walls slammed shut, spikes emerged from floor, walls, and ceiling, gatling guns emptied their entire clips, lasers fired until overheating, rocket launchers fired, land mines detonated, pit traps dropped open, blades slashed and broke against each other, all in an attempt to kill Spycora. The blinding mist slowly faded...

...revealing that Spycora hadn't left her starting point, a smirk on her face.

Nightmare Clockwork stared, shocked by the fact that it had been tricked so easily. As it watched in horror, Spycora casually strode past the traps as the ones that still were able to retract did so, stepping daintily around pits and saws, and using the flames in a crater made by a laser trap to light a new cigarette.

Nightmare Clockwork felt the beginnings of panic start to set in. Engineer's old Spy paranoia was starting to overwhelm its logic circuits, the mutated cyborg pony rerouting all of its internal weapons to the final room before his personal chamber. Spycora just smirked, pulling another packet out of her pocket. This time she didn't empty it into her hand, she just threw it into the air and shot it, the mist exploding outward and filling the room as she reached for her invisibility watch, literally disappearing into the mist.

Nightmare Clockwork prepared to fire, when a panicked thought occurred to it. Wait. What if she's just waiting at the entrance again until I waste my ammo? Or maybe she's counting on me doing that, or maybe she's counting on me counting on that and...

The mist faded quickly, no shots having been fired. Nightmare Clockwork blinked, seeing only a sapper on the lock to its final chamber, the door standing wide open.

"Where... WHERE ARE YOU!?" it roared.

"Right behind you," said a soft voice.

Nightmare Clockwork's eyes widened. Before it could turn around, Spycora jammed her knife, her Element of Trust wrapped around it, into his back.

Nightmare Clockwork let out a scream, as light engulfed them all.

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

Human world...

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

RED Soldier gagged, Vagineer's hands, dissolved into a multitude of tentacles, wrapped around his throat. As Painis Cupcake, he was much faster and stronger. But Vagineer's stamina seemed to be limitless. The abomination cackled, tightening its grip on the madman's throat. It looked over to where Merasmus and the two monsters were fighting Heavydile and Christian Brutal Sniper and frowned.

Christian Brutal Sniper was barely holding the deadly Horsemann at bay, the Horsemann's deadly axe, enhanced by the wizard's magic, chopping through most of the weapons CBS summoned to fight it.

Heavydile was faring little better. Meramus and Monoculus, the latter firing eye rockets with the speed of a minigun, the former casting powerful spells over and over, had pinned the massive gator-man up against the collapsed entrance of the mine.

Vagineer snarled. It'd have to finish this quickly. It would...

...wait...

Before Vagineer could do anything else, rainbow light exploded from its body, engulfing the battlefield all the way up to the respawn point by RED Sniper's van. The three still normal REDs covered their eyes, blinded by it. When the light faded, however, and they looked out at the field, they laughed.

RED Soldier, RED Engineer, RED Sniper, and RED Heavy were all back to normal. The Horsemann and Monoculus were gone, sent back to their astral realm by the magic, and Merasmus was back in his body again, he and the Bombinomicon visibly confused by what just happened. The wizard looked around at the others and then grinned, raising his staff triumphantly.

Laughing, RED Demoman, RED Medic, and RED Scout ran over to the battlefield to help their friends to their feet.

"Yo, Jarate master!" RED Scout said. "How ya doin'?"

"Just... just don't talk to me right now," RED Sniper said, visibly ashamed of himself. I let him control me...

"Hey hey," RED Scout said, "Don't worry about it. Battle's over, and we proved ourselves awesome as usual."

"You did, maybe..." RED Sniper said, feeling guilty that his dark side had come out. What's worse, as he felt the magic pushing a screaming and furious Christian Brutal Sniper back into the depths of his mind, he felt that BLU Sniper had somehow overcome CBS. Something he had yet to do himself...

RED Heavy grimaced, clutching his stomach. "Hnngh... Heavy feels really nauseous right now..." he said as RED Medic gave him a quick heal with his medigun.

RED Medic chuckled. "Vell, a sandvich or two vill perk you right up..."

RED Heavy gagged. "...Maybe just cheese sandvich, or peanut butter," he said. "For some reason, thought of meat right now makes me want to throw up..."

"Oww..." RED Soldier muttered as RED Demoman helped him to his feet.

Merasmus stood apart from the others, mildly annoyed no one came to check on him. "Sure, don't see how I'm doing. I'm perfectly fine."

Bombinomicon snorted. "Amigo, you ever give them anything even remotely resembling a reason to give a damn about your welfare?"

The wizard had no answer. He was shaken out of his thoughts when RED Demoman, kneeling over RED Engineer's body, looked up with a worried expression on his face.

"Lads..." he said, his voice shaking. "Something's still wrong with Engie. He's not waking up!"

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

Ponyville...

Pony world...

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

Nightmare Clockwork let out a scream as rainbow energy swirled forth from his body. The light engulfed the town and the transformed ponies, vanishing as quickly as it appeared. When it faded, Heavy, Sniper, Cheerilee, and the Doctor were back to normal. Pyro was as well, laying near Gem and Rarity.

The BLUs, Elements, and other townsfolk cautiously came forward, relaxing as they saw everyone restored.

Twilight sighed in relief. "Good job, everypony," she said, walking over to check on Rarity.

"Good job is everyone coming back alive," the Doctor said softly as he slowly pulled himself to his feet. Shame etched his features as Minuette and Orion ran up to hug him. "That didn't happen this time."

"Still," Harbinger said, wincing from the pain in his battered body.

Medic immediately ran to Heavy, the latter picking himself up from his crater. "You are all right, kamerade?"

Heavy nodded. "Da. I just have terrible headache..."

Mare-Do-Well chuckled. "Well, Barricade did give you the headbutt of a lifetime," she said.

"That would do it," Heavy muttered, nodding to Barricade, who just smirked.

Sniper shook himself out, glad to be back to normal. Rainbow Dash flew up to him. "Glad to have you back with us, big guy," she said.

"Glad to be back, sheila," Sniper said. "I don't need that kinda crazy in my head."

Rainbow Dash laughed.

Spy and Zecora, both of them wearing Element of Trust necklaces, walked up to the others.

Harbinger smiled. "Well done, the both of you," he said. "You..."

"MEDIC!" Pyro and Twilight screamed.

The physician immediately ran over to wear Gem was still cradling Rarity, Twilight and Spike attending to the injured unicorn as best she could. Next to them, Pyro, sobbing, was clutching a limp and unmoving Engineer to her chest.

"Her leg..." Spike stammered. "She's lost her leg... I don't... help us!"

"Medic... Medic, something's wrong! I can't get Engineer to wake up!" Pyro wailed.

Medic swore. "Everyvun listen up!" he shouted, taking command. "Anypony who can still valk help those who can't get to ze hospital! I vant a triage set up immediately to take care of ze wounded! Vord must be sent to other doctors, specialists, so zey can be brought here to help! Somevun must also stay here to help prepare ze dead for burial! MOVE! MACH SCHNELL!"

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

Hours Later...

Ponyville General Hospital...

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

Mare-Do-Well, turned back to Mitta, walked up to Spitfire, the pegasus staring aimlessly out a window. "How're you holding up?" she asked.

Spitfire shivered. "I... the Wonderbolts are supposed to be an emergency response team, I know that. But... I've never actually lost anypony under my command before." She looked back to Mitta, tears in her eyes. "How am I supposed to deal with that?"

"I'm afraid it never gets easier," Harbinger said, coming up to the two mares. Spitfire started to salute, but Harbinger, bandages around his chest and his armor off, just shook his head. "No need for formalities at this point, Captain Spitfire. As for the situation, the best you can do is soldier on. You trained your people well, the fact that there weren't more deaths proof positive of that."

Spitfire shook her head. "I'm still going to be seeing their faces in my nightmares," she said softly.

"That's good, in a way," Harbinger said softly. "They died heroes, protecting the innocent. Never forget them, and soon those nightmares will fade into something beautiful."

Spitfire sighed wearily, nodding. Mitta sat next to her, nuzzling the pegasus, the Wonderbolt leaning into her. Harbinger left them alone, heading to check on the BLUs and Elements. He ended up passing Rarity's room first.

"Sugarcube, are you sure about this?" he heard Applejack asking. He turned and looked in the room, seeing the unicorn, an IV tube attached to her, the part of her body with the severed foreleg heavily bandaged, getting out of bed. Spike and Sweetie Belle were there as well, the little dragon giving Harbinger a pleading look when he noticed him.

Rarity scoffed, moving her IV stand with her as she finished getting out of bed. "Tut tut," she said. "What sort of lady would I be if I just laid about like some sort of wastrel? Now, I'm feeling much better, and I'm worried about Engineer so I..."

She took a step forward, reflexively trying to take another step with her missing leg. She stumbled, falling on her face, her three caretakers flinching.

She whimpered softly. "Maybe... Maybe I should rest for a bit..." she said, audibly struggling not to cry. Tears were in her eyes as Sweetie Belle, Spike, and Applejack helped her upright again. "I do want to know how Engineer is doing."

"Ah'll go check on him," Applejack said. "Spike, Sweetie Belle, can y'all make sure she's okay?"

Sweetie Belle nodded. "Big sister's taken care of me for so long, it's my turn to help her," she said.

"Don't make a Crusade of this, okay?" Spike muttered darkly. "Proclaiming something a Crusade immediately guarantees that it'll go wrong..."

"This I'm taking seriously," Sweetie Belle said, nuzzling her sister from the chair she was sitting on.

Leaving the two of them to take care of Rarity, Applejack walked out of the room, nodding to Harbinger, the two of them walking silently onward. They got about ten steps away from the room before Applejack began crying. "This... this just ain't right..."

Harbinger sighed, closing his eyes.

Applejack shook her head, sitting down in the hallway. "Seventy dead. Twenty foals orphaned. And we're damn lucky it wasn't more. If the BLUs hadn't prepped us..." She bit her lip, shaking her head again. "This is nuts. We ain't soldiers. None of us are..."

Harbinger sighed. "Unfortunately, you and the other citizens of Ponyville will have to become soldiers, or at least an equivalent. This Slendermane is scaling up his attacks greatly. The town needs to be prepared, otherwise..." he shook his head, letting the thought trail off.

Applejack sniffled, forcing herself to calm down. "You... Y'all are right," she said. "Ah don't have to like it, though..."

"I'd be worried if you did," Harbinger said, smiling gently, Applejack smiling back. As they got to Engineer's room, though...

"GET THE FUCK OUT OF HERE BEFORE I INCINERATE YOU!" snarled Pyro, a wave of blue flame shooting out of the room.

"Damn it, Doctor..." Harbinger said. "He probably told River and Jack to stay away too..." He trotted into the room, and sure enough the BLUs were swarming around the cowering Doctor, ready to attack. The Elements stood nearby, each one looking ready to intervene if need be, RED Spy standing back and watching things coldly.

Only Gem didn't look ready to fight, the robot laying curled up near her father, her Dispenser mode's healing beam attached to the comatose Engineer.

"ENOUGH!" Harbinger bellowed, barely noticing the pain in his chest. "STAND DOWN, AND THAT'S AN ORDER!"

The BLUs whirled, glaring at him, and Harbinger for a moment was afraid they'd attack him. The adrenaline from battle had worn off, and his muscles were far too tired to move at superspeed.

"It's his fault that Engie was taken by the Weeping Angel," Pyro insisted. "If we had known about it beforehand, we might have..."

"Might have what?" Harbinger snapped. "All of Doctor's enemies were either dead, deader than dead, or locked away in Tartarus, a place which, I might add, CANNOT be broken into or out of unless you're at LEAST as powerful as DISCORD."

The BLUs visibly faltered at that, but didn't drop their attacking posture. Harbinger just kept his glare on them. "All evidence points to Slendermane freeing a single Weeping Angel, who was destroyed by the backlash from the Rainbow of Darkness that brought you nine here. The Doctor had no reason to believe that any of his enemies would return, and so far, none of them have."

"...They're right, too, though," the Doctor said. "It's what I came here to say. Derpy was right, I should have said something. I've literally wiped the Daleks out of history before, several times. And they've still come back. At the very least, I can give information on some of my more persistent and dangerous enemies, just in case Slendermane decides to tap them again."

Derpy just smiled, fluttering her wings.

Harbinger nodded. "Fine. All well and good. But what I said still stands as well. On top of that, I want all of you to consider this: if you kill the Doctor, how does that help Engineer?"

The BLUs stared at him for a long moment. Sniper was the first to relax, closing his eyes and lowering his head shamefully. "He's right, mates. This isn't professional..."

One by one, the BLUs calmed down, although they still looked uneasy, RED Spy just looking away.

"Ye have to understand, Captain," Demoman said, his voice shaking. "For the longest time, it's been just the nine of us. The idea of losing one of us..."

Harbinger sighed wearily. "I understand far too well. But right now, we have to focus on recovery, both individually and for the town. The Mayor's already handling things on her end. We have to focus on getting better ourselves. What's the prognosis on Engineer?"

"Which brings us to our main problem," Twilight said, sighing. "As best we can tell, his body is completely cured. But he still has the memories of being alone for over two-thousand years. That can't be cured with medicine..."

"Damn..." Harbinger cursed. "Options?"

Twilight shook her head. "I'm open to suggestions... This is beyond anything I've read about," she said.

"...I may have a suggestion," Trixie said. "A memory transference spell."

Twilight and the Doctor went wide-eyed. The others just looked at her in confusion.

"Trixie, no! It's too dangerous!" Twilight said.

Trixie shook her head. "It's the best idea we have right now. If we can remove the memories from the moment before he was taken by the Weeping Angel to now and put them into somepony else, Engie would recover. It might even "

The Doctor shook his head. "Nopony could handle that, two-thousand years of bad memories plus whatever happened to RED Engineer, and stay sane," he said. "We have to think of something else."

Pyro looked thoughtful for a moment. "...Put the memories into me," she said.

Scout blinked. "Whoa, hey, Pyro... you sure?"

Pyro nodded, smiling sadly. "I'm already broken," she said. "Breaking a little more won't hurt me."

Trixie shook her head. "No. Put the memories into me."

Everypony in the room just stared at her.

"...I remind you that you'd be getting two-thousand plus memories of sheer loneliness and pain," RED Spy said.

Trixie shivered softly. "Element of Hope, right? Maybe that will keep me sane," she said.

"Your Element is unawakened, Trixie," Twilight said, fluffing her wings worriedly. "Are you sure?"

"I have to do this," Trixie said, staring right at the alicorn. "I was barely useful during the invasion. I need to do SOMETHING to make up for it." She tossed her mane back and smirked confidently. "Besides! Am I not the Great and Powerful Trixie? Nothing can truly bring me down!"

Despite everything, everypony had to smile at that. Twilight sighed and went over to Engineer.

"Once more... are you sure about this, Trixie?" the alicorn asked.

"Just... do it before I come to my senses," Trixie said softly.

Twilight nodded. She concentrated, her horn glowing, and touched her horn to Engineer's. A dark, shadowy substance emerged from it, and started to flow into Trixie.

The showmare let out an agonized gasp, shuddering as she started to live through all of the misery Engineer had suffered at high speeds. She groaned softly, tears flowing down her face as she fell to her knees, Rainbow Dash and Pinkie Pie, the latter's mane flat as paper, holding her up as best they could.

"Damn it," Rainbow Dash said, taking in the showmare's state. "She's hurting too badly! Stop the transfer!"

"NO!" Trixie shouted, her voice quavering. "K-Keep going! I'm fine!"

Twilight bit her lip, but nodded, not dropping the glow from her horn, more and more darkness flowing out of Engineer's mind and into Trixie's, the showmare clearly in agony, sobbing profusely, but refusing to let the alicorn stop.

"Halfway there..." Twilight said, her voice shaking. As she was the caster of the spell, she got residuals of what Trixie was experiencing. By Celestia's horn... Such loneliness... "She's getting RED Engineer's memories too."

"It's a little bit confusing..." Trixie admitted, laughing sobbingly. "Two different kinds of miserable loneliness... Heheehe.." She shuddered. Quite suddenly, wings burst from her back, Trixie letting out a cackle that was half laughter, half sobbing scream.

"Damn it, she's going Nightmare!" Soldier snarled. "Get ready to..."

"NO!" Trixie screamed, closing her eyes and lowering her head. "I'm fine... I'm fine... I'm fine..." she repeated over and over, the wings slowly blinking out of existence. Trixie, using every bit of her willpower, forced herself to calm down. As the last of the memories flowed into her, she took a deep breath, raising her head high and wiping the tears from her eyes. She opened them and smiled pleasantly.

"I'm fine," she said.

In a soft flash of light, the Element of Hope appeared around her neck.

Everyone in the room just stared at her. "Wowie wow..." Pinkie Pie said softly.

"Damn..." Rainbow Dash said, impressed.

"Incredible," Harbinger said softly.

"Dude," Scout said, shaking his head, "You just tanked over two millenia worth of misery in seconds. How the hell you'd do that?"

Trixie shrugged. "I am the Great and Powerful Trixie," she said. "There is very little that can bring me down. Plus, I knew that the memories weren't my own, and that you all were here with me the whole time. That gave me something to hold onto." She chuckled nervously, tearing up again. "I may be a bit weepy and a little clingy for a while, so I hope you can put up with that."

Fluttershy smiled, coming up and nuzzling the showmare. Trixie blushed.

"Whu... wha's goin' on?" came a tired voice from behind everypony. Gem beeped happily, and everyone turned. Engineer sat up, a confused look on his face as he looked around the room. "Weren't Pyro and I in the park just a second ago?" he asked.

Pyro and Gem both hugged the baffled Engineer tightly. Trixie sighed in relief, glad her idea worked. Spy smiled at her. "We owe you greatly for this, Great and Powerful Trixie. BLU does not let favors of this magnitude go unrepaid."

Harbinger just smiled. "We've taken a major hit, but we still came out on top. On top of that, all of the Light Elements of Harmony are active now, the full power of the Rainbow of Light restored," he said, mainly to himself. "You lose this round, Slendermane."

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

Human world...

Gray Mann's office...

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

"I still don't see how this is ENTIRELY my fault," Gray Mann said, glaring at Slenderman. The eldritch monstrosity glared right back, his tentacles failing furiously.

"We both underestimated them," Gray said. "We made a mistake, and I let myself get caught up in the excitement of it all. We got cocky, and that's why we lost. WE. Not just me. You made a mistake too."

Gray flinched at the angry images that Slenderman put into his head. "Look, the two of us yelling at each other is doing nothing. My Spybots have reported that the RED Engineer recently woke up and is making a full recovery. What's important is that we learn from the mistakes made in this operation and change our tactics accordingly."

Slenderman's tendrils slowed down, the creature quirking its head to the side curiously.

Gray smirked. "You're having the same trouble my idiot brothers did. You relied too much on the same tired old tactics, in your case using a 'Monster of the Week' style of attack to soften up your prey, along with a trio of idiot mooks. You need to change things up, otherwise they'll get used to you."

Slenderman seemed to look thoughtful for a moment, and then turned back to Gray.

"I have the beginnings of a plan," Gray said in response to the question it asked. "But I need to be taken to Equestria. I need to get a 'lay of the land,' as it were."

Slenderman's tentacles retracted as it responded.

"...A sacrifice to open the portal?" Gray asked, confused. "What do you mean?"

Slenderman responded in its silent way.

"You want Olivia, my daughter?" Gray said. Without the slightest trace of hesitation, he shrugged and said, "Sure. Take her. The only reason I had her was to use her as a pawn someday."

If Slenderman had a face, it would have smiled. It truly liked this Gray Mann and his black heart...

TO BE CONTINUED...