Waking Nightmares

By Jonathan "KnightMysterio" Spires

Chapter 3: Nothing Can Stop It – Part 1

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

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Dreaming...

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Totheark...

To the ark...

TO THE ARK...

AND YOU WILL TAKE METO THE ARK!

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Canterlot Castle...

Morning...

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As the voice in her dreams screamed, Celestia woke with a start. She looked around, panting, for the source of the voice, her eyes darting from side to side in fear. When she heard nothing, she frowned, groaning slightly, letting her head drop back to her pillow.

"...Princess?" said a worried Earth pony guard, hearing her wake up. "Are you okay?"

Celestia blinked, looking up at the guard, and yawned. "Sorry... Just... a nightmare, I guess..." she said. She started to say something else, when she noticed something important.

"...The sun is up," she said, confused. "Why...?"

The guard frowned, flicking his tail worriedly. "...We couldn't wake you up. The guards, the servants, no matter what we tried... We ended up having to ask Princess Luna to raise the sun."

Celestia went wide-eyed. I... was late? I couldn't be awakened in time? She frowned. "...Is Luna okay? Was the sun raised in time?"

"Luna's fine, she's just resting in the sky lounge. The sun is a lot bigger than the moon, and unlike you, she hasn't had experience in raising it," the guard said, still visibly concerned. "And the sun was raised in time, but just barely. Luna kept insisting we try and wake you up. We were just a few minutes away from sunrise when we finally got her to agree to do it."

Celestia frowned. I've NEVER been late before... And that dream... "...Thank you for your diligence, Phalanx," she said to the guard, who smiled and nodded. "I am fine now, I just... Needed the rest, I suppose..."

"...So long as you're okay," the guard said.

Celestia smiled warmly. "I appreciate your concern," she said, a thought occurring to her. "Actually, there is something more you can do for me."

"For you? Anything," Phalanx said.

"Go to the royal library and get as many books as you can find on dreams and hauntings that you can find, and bring them to me," Celestia said.

Phalanx blinks. "Dreams and hauntings, my lady?"

Celestia nodded. "Do this, and you may have an extra day off this week," she said.

Phalanx grinned. "Thank you, my lady!" he said, running off.

Celestia sighed, and stretched, yawning. You think an immortal wouldn't get tired. Ha... She got up and went down into the main lounge, looking for Luna, finding her with a notepad and her abacus, doing random calculations.

Smiling, Celestia leaned over her. "Overhauling the tax system again?"

Luna eeped cutely, and looked up, smiling joyfully at the sight of her sister. "Oh sis, I was so worried! You wouldn't wake up no matter what we tried, and... Oh Tia..."

Celestia chuckled. "I guess I just needed some sleep. Even all-powerful alicorns need rest sometimes... Thank you for raising the sun, though. Was it fun?" she asked, smiling.

Luna sighed wearily. "It was hard. The sun is a lot bigger than the moon. I have no idea how you worked with both for over a thousand years..." she said, trailing off as she was reminded of WHY Celestia was alone for a thousand years...

Celestia smiled sadly. "Necessity," she said simply, kissing her sister. "All I care about is that you're back with me, and that I know I can count on you."

Luna grinned widely. Celestia smiled, and said, "We're sending the royal carpenters to Ponyville today to start building a headquarters for BLU, correct?"

Luna nodded. "I made the arrangements after I raised the sun," she said.

Celestia frowned. "...I want to go there myself. We need to investigate where the Nightmare Dogs came from..."

Luna gave her sister a worried look. "But the day-to-day duties..."

"Can be handled by lesser officials for now. I checked today's schedule before bed yesterday and we have no major appointments pending," Celestia said. "Let's get something to eat, get cleaned up, and head to Ponyville."

Luna hesitated, frowning.

Celestia sighed, smiling. "Still nervous around other ponies?"

Luna nodded. "You know I have... a bit of a temper problem... And... And while they enjoyed the gentle scares I gave them on Nightmare Night, once I figured out how to talk without sounding like I was screaming in rage all the time, I'm worried that some of them still might be legitimately afraid of me..."

Celestia shook her head, kissing Luna on the forehead. "Luna... You've made so much progress since you were brought back to me. With Twilight's help you've stopped using the old style of speaking, and even managed to stop using the 'ROYAL TONE OF VOICE," she said, going into the tone herself to tease her sister. Luna was blown off the couch by the force of it, Celestia managing to be even louder than she used to be.

"...Okay, I think I'm starting to understand why modern ponies would find that obnoxious," Luna said, smiling a little.

Celestia giggled. "Plus, you helped save Ponyville from those corrupted Diamond Dogs. That's bound to win over at least a few ponies."

Luna looked at her abacus for a moment, and then nodded. "All right then," she said, "Let's get ready."

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Earlier...

Ponyville...

Books and Branches Library...

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Twilight Sparkle yawned, stretching a little as she came awake, the sun shining through her window. She rubbed her neck, and yawned again. "Spike?" she called out.

"I'm in the main library, Twilight," the dragon shouted from another room, "I was just helping Owlowiscious bed down for the day. Medic was already up, so I've already gotten started on breakfast."

Twilight nodded, smiling. Spike sometimes got up before she did to get things ready. It was just one of the many reasons she appreciated him as both friend and assistant. She yawned again and went over to her dresser, telekinetically using a comb to brush her mane out before heading out to join Medic and Spike.

Medic was sipping tea while reading from a large, absurdly thick medical tome. (Twilight recognized it as one she sometimes used as light reading.) A dove had perched on Medic's head, napping contentedly.

Twilight smiled. "I see you made a new friend," she said.

Medic nodded, smiling. "He just flew in ze window zis morning. I enjoy having him around, as I had pet doves back in my vorld. I've named zis one Archimedes Junior, after my favorite," he said. He frowned a little, and added, "I zink I left ze windows in my laboratory open back home... I hope zat zey will be well fed..."

Twilight frowned, but quickly smiled afterward. "Don't worry. If anyone can find a way to get you home, its Princess Celestia."

Medic smiled sadly. "I sincerely hope so, Fraulein Sparkle. I sincerely hope so..." he said, sipping his tea. "Anyvay, I vas hoping to get established vith ze hospital fairly quickly?"

Twilight nodded. "After breakfast okay?"

Medic nodded. "Zat vill do," he said.

Spike nodded, and brought over the plates. Some fresh hay waffles and carrots for Medic, and some daisies and apple slices for Twilight Sparkle. For himself, he had set out a big plate of emeralds. Medic eyed Spike's meal with amazement, and some shock when he bit into an emerald like it was an apple.

Twilight noticed his reaction and chuckled. "Dragons eat gems," she said as she ate her breakfast, "It has to do with their fire breath."

Medic nodded numbly. "Fascinating... I'm just honestly surprised you can afford gems... Zey're a luxury on our vorld."

Spike chuckled. "There's more than enough for me to snack on here, and for Rarity to use in her dresses and outfits. She gives me a lot of her emeralds because she hates the color green."

A thoughtful expression crossed Medic's face as he ate. "...Perhaps ze high quantities of gemstones relates to ze higher amounts of magic in ze area... Which brings up some interesting theories about mines in my vorld..."

Twilight smiled. "What is magic like on your world? I'm very curious," she asked.

Medic quirked an eyebrow, chuckling. "Very limited, I'm afraid. Magic has mostly been replaced by science, although after looking through some of ze books here, I can see how similar ze two fields of study are. Our first real encounter with magic came vhen our Soldier und ze RED Soldier found a vizard, took offense to his long hair and beard, and tried to give him a haircut. He zent both teams back in time to Demoman's ancestral home. We ended up fighting over zat for a few weeks before ze Engineers invented a way to go home. Ze closest zing to magic after zat ridiculous encounter und ze time we fought ze Demoman's missing eye turned into a monster, vas ze time I tried to create a zombie plague. Pretty easy to make ze viral agent, actually."

Twilight and Spike stared at Medic in horror.

Medic chuckled, casually sipping his tea. "Do not fear. Ze others had ze same reaction and had Pyro keep setting me on fire until I discarded ze idea. After zinking about it, it was a bad idea anyvay."

"I should say so!" Twilight almost yelped.

Medic chuckled. "Indeed, zere are ze moral considerations. But there are practical vuns as vell. Zere vould be no real vay to control ze zombies, plus ze risk of self-infection is too great."

Twilight started to speak up again, but the scientist in her was intrigued nevertheless. She looked thoughtful for a moment, and said, "...Yes, a viral agent would be difficult to keep under wraps... And if the stories are anything to go on, infection could be spread far too quickly."

"Indeed," Medic said, pleased that Twilight was looking at it from a scientific angle rather than a boring moral angle.

Spike, having lost his appetite, polished off two more gems and set the plate aside, grumbling to himself.

Medic chuckled. "I zink I may have disturbed your associate, zere," he said.

Twilight sighed. "He's not the only one... Forgive me for saying this, but you are incredibly confusing. You seem like a perfect intellectual, someone I could talk to on the same level... and then you say something horrifying..."

Medic shrugged. "I get zat a lot," he said.

Twilight stared at him for a long moment, and sighed, shaking her head. She and Medic managed to strike up some casual conversation, Spike eventually getting his appetite back.

"Listen, uh... Medic?" Spike said during a break in the discussion. "I need to ask you about something..."

Medic nodded, indicating for Spike to continue with a gesture. Spike frowned, and said, "That Spy guy... Do you think he might try to make a move on Rarity?"

"Probably," Medic said, ignoring the alarmed expression on Spike's face and the worried one on Twilight's. "While our romantic standards are human rather zan pony, Spy cannot resist a chance to charm a beautiful lady. And from what I've seen, Fraulein Sparkle, you and your friends seem to be quite lovely mares indeed."

Twilight blushed, grinning. Spike fumed. "He better not," he muttered, "Rarity deserves better than some pretty-boy joker in a suit..."

Medic rolled his eyes. "Don't push him," Medic said, "Spy delights in being a jerk, so if you push him he'll start seducing Rarity just to annoy you." He glanced over at Twilight Sparkle, who seemed unconcerned. "...Many would be bothered by someone saying zat someone would flirt with a friend of zere's just to annoy someone else."

Twilight quirked an eyebrow, sipping her own tea. "I'm not worried. Rarity's more than capable of handling herself if some guy gets out of line," she said.

Medic quirked an eyebrow. "REALLY now," he said, smirking.

Twilight grinned. "Finish up and I'll tell you about Prince Blueblood on the way to the hospital."

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Sugar Cube Corner...

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"Wakey wakey!" Pinkie Pie cheered, bouncing into Demoman's room. Demoman blinked, yawning as he came awake, staring at the bouncing pink figure as it hopped around his bed. To Demoman's amusement, Pinkie burst into song.

"It's time to wake up,

Time to meet the sun!

Time to get up and play!

Time to have some fun!

Because the sun is up and yes!

There's work and games to do!

Time to come and join us all,

the day is waiting for you!"

Demoman shook his head, chuckling as Pinkie bounced out of the room, humming her impromptu song. He stretched, and went downstairs, his smile growing wider as the delectable smells of baked sweets came from the kitchen.

"Aye, I could get used te workin' in a sweets shop," he chuckled. He cringed as soon as the words left his mouth, though, his thoughts going to his mother in the other world. He firmly pushed aside though. "Och, stop it, Tavish. Dinnae get yuirself down about somethin' ye cannae do anything about," he told himself as he trotted down the stairs. "Besides. Ye may not like that RED copycat, but if we are clones, then me mum will nae be alone..."

Of course, there's still the fact that its yuir RED counterpart and not yuirself with Mum... said an annoying, persistently negative voice in his head. Demoman tried and mostly succeeded to ignore it, putting a smile on his face as one of the rich, delicious smells coming up became familiar.

He came down, finding the Cakes making more of his rum cake, the foals still asleep. They had enjoyed it last night, and Demoman had given them permission to sell it. They noticed Demoman and smiled. "Did you sleep well, Demo?"

"Aye, I did," Demoman said, grinning, looking outside to see Pinkie Pie cleaning off the patio tables. "And Miss Pinkie there serenaded me as I woke up."

Mr. Cake chuckled. "Yes, Pinkie is prone to bursting into song at random moments," he said. "It's harmless, and she usually comes up with something good."

"Will you be meeting up with your teammates, Demo?" Mrs. Cake asked.

"Most likely. I think we're going to try te meet up sometime after lunch. The others will probably want to get a feel for the town before meeting up again. So if ye need me to run any errands..." he said, trailing off and deliberately leaving the statement open.

Mrs. Cake smiled. "Actually, we could use your help. I need you to go to Berry Punch's Spirits Shop on West Clopsdale street to buy some more cooking wine and rum. It's not far, and we'll give you a little extra to buy a treat for yourself at any one of the other shops in town."

"Aye, I'll go," he said, "I'd like te see this place WITHOUT having te look for cover during a fight."

"Yes," Mrs. Cake said, her smile faltering a little, "That WOULD be best, wouldn't it? We'll have some breakfast ready for when you get back." She put a few bits and a shopping list in a saddlebag and tossed it over Demoman's back. He nodded and, after getting directions from the Cakes, headed out to look for the shop. As he passed Pinkie, he chuckled. Pinkie had overpolished one of the tables, making it very slippery, and was now sitting on the cloth, seeing how fast she could spin before getting too dizzy.

Demoman shook his head, smiling, and went out to find Berry Punch's shop. As he wandered through town, taking in the sites, he met up with Sniper, who was perched on a rooftop, observing everything.

"Good mornin' to ye, lad!" he called out, smiling, "Did ye sleep well?"

"Well enough, mate," Sniper said, chuckling. "Clouds are EXTREMELY comfortable."

"Is Scout about?" Demoman asked.

Sniper shook his head. "He went to Cloudsdale with Dasher to try and get part-time jobs for us at the weather factory," he said. "Only one of us needed to go, so I decided to stay behind, get the lay of the terrain. What are you up to, then?"

"Doin' an errand for the Cakes," Demoman said, "We have time before we agreed te meet up, so I figured I moight as well make meself useful."

Sniper nodded. "I talked to Engie over at Sweet Apple Acres. He was already up and helping with some repair work," he said, "Engie agreed that we should all meet at the salt lick tavern near Carousel Boutique after lunch."

Demoman chuckled. "Best tell the others, then," he said, Sniper nodding in agreement. Demoman said his goodbyes and trotted off, looking for the winery. He encountered Derpy Hooves as she flew about, delivering the mail. She blinked and waved down at him, distracted long enough to crash headfirst into a light pole.

Demoman ran over to check on her as she fell to the ground, but she already recovered, shaking her head to clear it and glaring up at the light pole with a cute scrunch-mouthed expression on her face.

"Bad pole," Derpy scolded the light pole, picking up her mail again.

"You okay, lass?" Demoman asked.

Derpy nodded. "Yeah, that happens a lot," she said. "Hasn't prevented me from delivering the mail yet!"

Demoman stared at her for a moment and chuckled, shaking his head. "How's Solly doing?"

Derpy smiled. "He seemed a little out of sorts, but he's agreed to escort Dinky to school today," she said. A confused (more confused than usual) look appeared on her face as she added, "Strangely enough, several of the other mothers in town, after seeing him, asked him to escort their foals to school as well..."

Demoman grinned. He knew why: Soldier may be scary, but if he says he's going to safely escort something, then just by looking at him you could be dead certain that whatever it was would arrive safe and sound.

"Anyway," she said, "I gotta get going! Lots of mail to deliver!"

"Wait," Demoman said, "Lass, could ye help me out? I'm trying to find a winery run by a mare named Berry Punch?"

Derpy nodded. "I know where that is. It's just a couple blocks west of here," she said, pointing north.

Rarity, who was out performing her own errands and was walking by, gently turned her the correct direction.

She blushed, and giggled. "I knew that," she said, flying off to continue her rounds.

Rarity shook her head, chuckling. "She's a complete yutz at times and has the worst sense of direction, but she's the best mailpony in town and a fine mother," she said, turning to Demoman. "...Listen, before you go, have you seen Spy anywhere? After breakfast he simply disappeared on me."

Demoman nodded. "Aye, he'll do that," he said, "Spy only lets himself be seen when he wants te. None of us have ever been able to find him without fire or high explosives. Most likely he's skulking about, trying te learn as much as he can."

Rarity shook her head. "Markedly frustrating, that stallion..." she said, trotting off on her own errands, bidding Demoman farewell. Demoman waved to her and continued towards the winery. Nosing the door open once he got there, he peered inside, a wide grin coming over his face.

"Saints be praised," he said, looking at the racks upon racks of wines and liquors, "'Tis Heaven..."

"Finally, a pony that appreciates the vineyard arts," Berry said, trotting out from behind a wine rack.

Demoman grinned. "Ye would be Berry Punch then?"

Berry nodded. "And you're one of those strangers that helped save the town yesterday. You and that other one with the helmet on his head, you saved my daughter's life yesterday."

Demoman beamed. "The name's Tavish Degroot. But lately I like goin' by me title of Demoman. Ye can call me Demo, if ye like," he said.

"A pleasure to meet you," Berry said, smiling warmly. "And because I feel like I owe you, you can have any one bottle free."

Demoman grinned even wider. "Thank ye lass," he said. "I am here on business, though. I need te pick up some rum and wine for the Cakes. They're lettin' me lodge with them until a place of our own gets built."

Berry smiled. "Not surprising that they're letting you stay with them. The Cakes are good ponies. Do you know what you need?"

Demoman nodded, fumbling a little with his saddlebag to try to get the list out. Managing to pull out the list (tearing it almost in half in the process), he gave it to Berry, who nodded, setting out to retrieve everything on the list. Demoman, meanwhile, began picking out the bits, eventually managing to scoop up the coins with his hoof and laying them on the table.

Berry came up to him, putting the first of the bottles on the counter. She smiled at him. "You go pick out your free bottle," she said, "I won't be long."

Demoman nodded. "Thank ye, lass," he said, looking through the store. On a back shelf, he spotted something that made him pause, a huge, dopey grin appearing on his face, the Hallelujah Chorus playing in his head as he saw something he thought he'd have to do without in this world.

A bottle of Scrumpy.

Berry, apparently having finished gathering the bottles on the list, came over to him, looking at the bottle. "Hm. Interesting choice. Most ponies don't go for the hard ciders, so I don't carry much of it."

"Ye'll definitely be gettin' a repeat customer in me if ye keep stocking this," Demoman said. He tried to reach up with his hoof to grab it, and frowned, remembering that he didn't have hands anymore. He hesitated a moment, and reached up and grabbed the top of the bottle with his mouth.

Berry smiled at him. "Listen, if you ever want to get together and talk about the finer points of various liquors, I'm available anytime. It's so rare that I get a chance to discuss my interests with someone who shares them," she said.

Demoman grinned. "I'll definitely be tryin' te make time for ye, lass," he said, understanding completely how she felt. Bidding farewell to Berry and picking up his saddlebag, he made his way back to Sugarcube Corner, deciding to just save the extra money he had been given for later.

"This may not be so bad after all," he said.

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Sweet Apple Acres...

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The sound of banging woke Heavy up. He looked and, saw Engineer tinkering with his Gem Sentry as he and Applejack looked over plans to help repair the barn they were living in, the barn apparently one of three that was on the farm. Engineer's horn was glowing, a wrench that had been provided for him floating around and making adjustments to the Sentry, which was still in inactive mode.

He felt a tapping on his side, and saw little Apple Bloom near him, a nervous smile on her face as she set down a tray of food for breakfast. "Um... Hey. Sorry about bein' rude before."

Heavy smiled amiably. "Is fine," he rumbled, "I not know significance of Cutie Marks, so I would not know how to respond anyway."

Apple Bloom nodded. "Yeah. Sis told me that y'all were from another world."

Heavy chuckled. "Has been big adjustment, trying to work in these bodies. We have hands normally, for one. And Engineer had no magic beyond his own brilliance."

Engineer chuckled. "Flattery'll only get ya so far, Heavy."

Apple Bloom giggled, and hesitated. "Um... If'n y'all don't mind me asking... What IS your Cutie Mark? I ain't never seen anything like it."

Heavy frowned, and started to speak up, when Engie said, "It's a weapon. One he built himself, that he's named Sasha. Beyond that, a little filly like y'self don't need to know more."

Apple Bloom fumed, and gave up. Maybe she'd have better luck with one of the other otherworlders.

Applejack sighed. "Thank you," she said, "Ah know ah'm bein' overprotective probably, but some things ah'd rather she not know about."

Heavy frowned. "Is probably best. Tiny baby pony need not know what Sasha is capable of."

Engineer nodded. "Anywho, let's get ready. Snipes was by earlier while y'all were still sleepin.' We worked out that we all are gonna meet at the salt lick tavern near Carousel Boutique after lunch. Figure that'd be a good place t'meet until our HQ is built."

Heavy frowned. "Do you really think we will be here long enough to need headquarters?"

Engineer's smile became strained. "Better to have and not need, then need and not have, is one o' mah mottos." He clearly wasn't trying to think about the possibility that they may be stuck here forever.

Heavy grunted, but decided not to say anything. He understood Engineer's reasoning and didn't want to press the matter. He ate the fruit and vegetables provided, using the toast to arrange them onto a sandwich. He felt a little better for eating the sandwich, and stood up, yawning and stretching. "Anything I can do?"

"Well, ah'm helpin' Applejack with improvements around here," Engineer said, "But Big Macintosh is out in the orchard, makin' plans for... what'd y'all call it again?"

"Applebuck Season," Applejack said, chuckling, "It's just what we call harvest time around here. I made a big ol' fool a'myself trying to harvest everythang on m'own. Got about halfway 'fore I just gave out and actually let m'friends help me."

Engineer blinked. "Half o'that huge orchard? Ah'm surprised y'all didn't let them help to start!" he said, chuckling.

Applejack grinned weakly. "Ah... got a bit of a stubborn streak," she said. "Ah thought mah big bro was sayin' ah couldn't do it, so I thought I'd prove ah was tough enough by doin' it all by m'lonesome."

Heavy snorted. "Sounds like Demoman," he rumbled, heading out to "Always, he try to charge in, shooting grenades everywhere. It get worse when he get shield and sword. Sometimes he not even bother with grenades, he just charge right into rocket fire and get blown into chunks."

Applejack cringed. She could deal with lifetime fighters better than the other ponies, but still, references to the way BLU lived their lives in constant warfare disturbed her. "Well, ya cain't fault him fer courage, at least," she said neutrally.

Engineer chuckled. "That's true. One thing ah always liked about Demoman is that as goofy as he can be sometimes, especially when he's drunk, he's always been honest and straightforward about everythang."

Applejack quirked her head curiously. Honest and straightforward... she thought, deciding that she'd like to talk to Demoman later.

Heavy tromped out into the orchard, looking for Big Macintosh. He found him with a clipboard attached on an extender to his seemingly ever-present yoke. Heavy flinched, instinctively bracing himself for battle when he saw Big Macintosh's bright red coloring, and quickly dispelled the feeling. Red and RED were two very different things, he kept reminding himself. Big Macintosh was counting the various apple breeds, a pencil in his mouth where his usual sprig of wheat was. Heavy lumbered up to him, looking at the equations. He wasn't too familiar with more advanced math, but he understand enough to notice a possible mistake.

"Did you forget to carry a three, there?" he said, tapping the paper on the clipboard.

Big Macintosh blinked, and looked in the general area of where Heavy pointed with his large hoof. "Huh... Eeyup, looks like you were right." Reversing his grip on the pencil, he erased the mistakes and recalculated from where he made the error. "Thanks, Heavy."

Heavy smiled. "I am not being so good at mathematicals as Engineer or Medic, but I am knowing enough to get by."

Big Macintosh nodded. "Well, y'all helped correct me from makin' the wrong calculations, so that's smart enough fer me," he said, chuckling. "Ah was just makin' some estimates on what we'd get as profit from this year's crop. Applejack's the biggest 'doer' of our family, so she don't have no patience fer the advanced stuff."

"Everyone needs to know at least basic math," Heavy grunted. "Even on battlefield, we must know it. Bullet budgets, how much ammo we have left, how many rockets have to be used to blow up enemy Sentry, how many seconds Medic it takes to heal huge hole blown in stomach by RED Demoman's grenades..."

Big Macintosh shook his head. "...Ah heard it all last night, and ah still don't believe it," he said. "How can y'all stand livin' in a world of constant fightin' and paranoia?"

Heavy shrugged. "You learn to adjust. Or you die, curled up in ball like tiny baby," Heavy said, a scowl coming over his face. "I will never cry. I swore to mother and sister that I would always be strong," he said.

Big Macintosh frowned. "So y'all got family back in your world, too..."

Heavy sighed. "Is true. But I have not seen them in long time. I write, but receive no answer, and have not been able to look for them. I sometimes worry that they are dead, or think I am dead," he said. When Big Macintosh looked to say something sympathetic to him, he chuckled and said, "Is fine. I have accepted this and moved on." He looked out over the horizon, filled to the brim with apples. "Sometimes, is all you can do."

Big Macintosh sighed, nodding. "Eeyup..." Deciding to change the subject, he said, "Well... Ah guess y'all are gonna be helping with Applebuck Season?"

Heavy nodded. "It seems so, yes. How do you harvest trees?"

Big Macintosh chuckled. "Easy, really. Y'all probably don't know how to buck, right?"

Heavy nodded. "Ja. It take a couple days just to get used to being four-footed creature," Heavy said, remembering how often he and the others had ended up falling over when they first got here because they weren't used to being quadrupedal.

Big Macintosh nodded, and went up to a nearby tree. He turned around and then thrust out with his back legs, giving the tree a good solid kick, the apples shaking down and landing neatly in the baskets set up underneath it. "After that," Big Macintosh said, "You just hook'em up to a harness, toss 'em on your back, and take'em to the storage barns."

Heavy grunted, understanding. "I should practice," he said, "so I just knock down apples and not entire trees."

Big Macintosh nodded. "Yeah, you're a big'n. That'd probably be best if'n y'all are gonna help with harvesting. We don't really start until tomorrow anyway. There's the old farmhouse up yonder," he said, gesturing with a hoof to an old relic of a house in the middle of the orchard. "We jus' keep it around fer sentimental reasons, although Applejack sometimes goes kickin' around in it to relieve stress. The beams are about as thick as the smaller trees, so ah guess they'd be good for practicin' yer buckin.'"

"Spasiba, comrade Macintosh," Heavy said, heading for the old farmhouse. He wandered inside, having to duck through the door because of how large he was, and looked around.

There was a battle here, he thought, frowning as he examined old claw marks. Could this place be where Big Macintosh, Applejack, and Apple Bloom lost their parents?

Frowning, Heavy decided to investigate it later. He found a very solid looking beam in the center of the house, and turned around. He braced himself, looking over his shoulder, and leaned forward slightly as he was shown, lifting his legs up and thrusting back...

...missing the beam entirely, slamming his crotch up against the beam.

Heavy yowled and backed up, clutching himself and grimacing. This is harder than I expected...

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Later that day...

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

Spy was waiting for them in the tavern as Engineer and a slightly limping Heavy came in. The espionage expert was calmly licking at a cup of salt, smirking a little.

Engineer snorted. "Figures you'd be here first. Where you been? Miss Rarity's been lookin' for you all day," he said.

"Getting the lay of the land," Spy said, "learning what is where, and all that. I've also been making investigations into the Everfree Forest. It seems to be the most dangerous place, so any intel I can find on it will be useful."

Engineer nodded. "Well, all I know so far is that big monsters live in it, including dragons, manticores, and at least one chimera. Killed a lot a good folks 'fore it got put down."

Spy nodded. "I've heard that as well... There is a pony named Screwball under the care of a local psychiatrist named Doctor Brainpan... Apparently she was the only survivor of the battle that brought down the chimera, and it had left her somewhat... traumatized..."

Heavy grunted. "This world is good place, like Medic said, but it is not without its shadows..."

"Indeed," Spy said. "Many still are feeling the aftereffects of an attack by a creature called Discord. Apparently he was something of a dark god that specialized in mayhem..."

"Sounds like someone we should avoid," Scout said, trotting into the bar with Sniper behind him.

Spy shook his head. "No worries about that," he said, "Miss Sparkle and her associates defeated him and sealed him away in stone using something called the 'Elements of Harmony.'"

Medic trotted in, overhearing the conversation. "Indeed. Fraulein Sparkle mentioned zem to me in casual conversation."

"Powerful stuff," Sniper said softly.

"Seems like it," Engineer said.

"Think we could use them to get home?" Sniper asked.

Spy and Engineer traded looks. Engineer nodded slightly, and said, "We are considering the possibility."

Sniper growled. "Well, consider quicker. Nothing against this place, but it really doesn't sit right with me that the bloody drongo RED Sniper is the only one with access to me folks right now."

"Ach, Snipes," Demoman said, merrily trotting into the bar with his Scrumpy bottle in his teeth. "Ye need te relax more! We'll find a way home. Mean time, ye need to enjoy life and all it provides ye!"

Spy scowled. "How is zat fair? He gets his booze and yet I cannot find a cigarette to save my life!"

Engineer chuckled. "Y'all seem to be enjoyin' that there salt lick," he said.

Spy sighed, and nodded. "Yes. It is surprisingly refreshing, actually..."

Pyro trotted in. Everyone turned to look at her... and stared. She now sported a bright blue ribbon in her hair, bound up near one ear. She blushed, and said, "It was Fluttershy's idea. Do... do you like it?"

Engineer grinned. "It looks mighty fine, darlin.'"

Pyro cooed happily and snuggled up to Engineer's side. It took a moment for the others to process the idea of Pyro having anything girly on her at all. Engineer chuckled and turned to buy salt licks for everyone, when the bartender came over and put down eight more.

Spy quirked an eyebrow. "You are not the only ones making money today. After leaving Miss Rarity's to investigate this town, I have trading favors here and there. I helped the bartender with an important delivery and he agreed to let me have whatever I wished for today at no charge. I informed him of your coming, and he agreed to have salt licks provided for everyone."

Heavy nodded, frowning down at his salt lick. Medic elbowed him, his glare telling Heavy to stop being a baby about the local snacks, and began to enjoy his own salt lick.

"Speaking of everyone," Sniper said, "Where's Solly?"

As if on cue, Soldier burst through the door, startling everyone. "HA! I bet you maggots thought I couldn't blend in with the populace. Well, shows what you know. I've already gotten myself a job!"

The other eight members of BLU stared at him incredulously. "Dare I ask..." Medic said hesitantly, "...What is your new job?"

"I," Soldier said proudly, "am now the gym teacher at the local school! I start tomorrow."

"Oh, mon dieu," Spy groaned, amused.

"Zose poor children," Medic said, chuckling.

Scout covered his face with his hooves, trying and failing for the most part to stave off his laughter.

Soldier just smirked, trotting up to the table. He stared confusedly at his salt lick for a moment, but after sampling it, he dug right in with the others.

Sniper shook his head, chuckling. "Speaking of jobs, apparently Dasher was able to get me and the runt here work as weather managers with her here in town."

Scout grinned. "I really wish you woulda come with us, Snipes," he said. "Cloudsdale was friggin' AWESOME! Everybody was flyin' everywhere, and there were rainbows all around, and..."

"No tears, I trust?" Spy teased.

Scout threw his salt lick at him, Spy dodging easily. The bartender caught the glass expertly before it broke and spilled everywhere.

"You're too easy sometimes, boy," Spy chuckled.

"I hate to say it, but y'all do really walk into this sorta thang," Engineer said, sighing.

Scout grumbled, muttering various insults about Spy under his breath. Spy just calmly slurped his salt lick, taking it all in stride.

Soldier rolled his eyes at this. "So what's the next move? We've got jobs and all, but what are we supposed to do?"

Engineer frowned. "The princesss said that we'd be hearin' from the royal carpenters soon..."

"When?" Scout asked.

Engineer shook his head. "Ah don't know..."

"That still doesn't answer my question," Soldier said. "What do we do now?"

Engineer and Spy traded uncertain looks. "I guess..." Spy started to say.

The two of them were spared from admitting that they had no idea what to do by the sudden arrival of a royal guard. He threw open the doors to the bar, spotting the BLU ponies immediately. "Ah, good, there you are," he said, shaking loose feathers out of his wings. "The royal carpenters are here and wish to speak with the one called Engineer. In addition, the Princesses have come and have a request of you."

The BLU ponies traded various concerned looks, and exited the bar. They found the Princesses waiting outside, along with several ponies in work garb. Rarity, Fluttershy, and Applejack stood with them, looking nervous. (Terrified, in Fluttershy's case.)

"What's goin' on?" Scout asked, glancing from the construction ponies to the Princesses.

"We are to investigate the occurrence of the Nightmare Dogs and their possible origins," Luna said, her elegant starscape-mane waving in the gentle breeze. "We require the services of Rarity, as she has experience with the Diamond Dogs and is regarded as one of the best trackers in Equestria."

"Imagine my surprise," Rarity said, clearly baffled as to how she ended up with that title.

Celestia continued where Luna left off. "Fluttershy is coming along due to her animal empathy, and Applejack for her sheer strength and ability to see through lies. This mission will not require all of you, so we request that Heavy, Medic, Pyro, and Spy come with us as well."

The BLU ponies understood what the princesses left out of their statement as well, that they feared another possible attack and wanted some of them to stay here.

"Pyro? Listen to Spy on this mission," Engineer said, heading over to talk to the construction ponies.

Pyro nodded. She didn't like Spy, but she trusted Engineer's judgment.

The chosen BLU ponies joined Celestia and Luna's entourage. The larger white alicorn turned to Rarity and said, "Can you lead us to where you encountered the Diamond Dogs?"

Rarity sighed, and nodded. "There's a rock quarry just outside the north end of town. I usually try to avoid it unless I'm desperate for gems, as it is somewhat easy to get one's fur stained and dirty," she said. Spy nodded in sympathy, having had many similar experiences trying to keep his suit clean in the dustier battlefields.

Heavy chuckled softly. When Celestia gave him an inquisitive look, he said, "We were always fighting in rock quarries, gravel pits, basically every place isolated you could find. And now we are going to rock pit to find monsters and maybe fight again."

"Almost like coming home," Spy muttered, clearly not thrilled with the idea.

Celestia sighed. "Hopefully, we can accomplish this without any battle. Rarity, if you'd lead the way?" she said, motioning for the BLU ponies to ride in the spare chariot she had brought and the three Ponyville natives to join her and Luna on their chariot.

As they rode off, following Rarity's directions, Engineer watched them go. Be safe, Pyro, he thought to himself. He turned back to the construction ponies, who were all looking at him curiously. Engineer smiled, pushing his goggles out of his eyes and looking at the tallest and strongest of the construction ponies, the apparent leader of the group. "Well fellers, it's a pleasure to meet y'all."

"Yes sir," said the lead construction pony (a mare, to Engineer's surprise), "I'm Brass Fittings. The princesses said that you'd be supervising the construction of your new living quarters?"

Engineer nodded. "Ah haven't picked out a good spot for it, yet," he said, "But I'm sure it'll all work out fine. The Name's Engineer, by the way."

"A pleasure," Brass Fittings said, smiling, "And we actually do have a place picked out." She gestured, leading Engineer away, the other construction ponies following.

Which left Soldier, Demoman, Sniper, and Scout by themselves.

"Well... now what?" Soldier grunted.

"I'm gonna go talk to Pinkie Pie," Scout said, flapping off.

"I'm gonna try to talk Dasher into giving me some more lessons in storm manipulation," Sniper said, taking to the air.

"Good luck gettin' her attention, laddie," Demoman chuckled. "I asked around. Whenever she's not doin' somethin' with her friends, Rainbow Dash is constantly in training to try and join some fancy fliers called the Wonderbolts."

Sniper rolled his eyes. "Yes, I'm familiar with them. She gushed about them more than Scout gushes about his favorite baseball teams," he said as he flew off.

"Good lord," Soldier muttered, shaking his head. Demoman laughed, taking a swig from his Scrumpy bottle.

"As for me, Solly, I'm going te see if the Cakes need me any more. If they dinnae need me I'll be at Berry Punch's wine shop," he said. "Do ye have plans of yuir own?"

Soldier scowled. "No... I guess I could go back to the school, see what sort of curriculum they'll expect me to teach..."

"There ye go, lad," Demoman said, patting Soldier on the back, "Ye'll do just fine." He took another swig from his Scrumpy bottle, and trotted off. Soldier grumbled a moment, and wandered off.

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

The rock quarry...

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

The chariots bearing the two groups of ponies came upon the quarry Rarity led them to, almost immediately noticing something wrong.

Applejack frowned, hopping off of the chariot. "Rarity, sugar cube... When was the last time y'all were here?"

Rarity frowned. "A month ago... But I don't see how could things have gone to pot this quickly..."

The quarry had once housed several trees. It had been a dusty, rocky place, but it also had lush plantlife. Now, though, all the trees looked dead and rotted.

"Oh my..." Fluttershy said softly, "All the birdies that must have lived here..."

"I'm more worried about is still living here..." Luna said softly. The desolation was appealing to her macabre senses, but other than that the entire place felt 'wrong,' for lack of a better term.

Spy frowned, taking to the air and looking around. There were several large piles of dirt, looking as if they were meant to fill several holes that had been dug out. "These holes... We must find our way in through one of them," he said.

"An obvious course of action," Medic said. "But what if there are Nightmare Dogs waiting for us?"

"I think you ponies have more to worry about that just Nightmare Dogs," hissed a voice familiar to Rarity. Before she could call out a warning, makeshift gas bombs began to detonate around them. Pyro tried to manifest a flame to burn away the smoke, but a powerful fist struck her in the back of the neck, knocking her out. The princesses attempts to do the same met with similar results. The others staggered about, choking and coughing as they struggled against the effects of the smoke, all of them eventually falling unconscious.

From the shadows created by the smoke, several figures emerged. Leading them was a pointy-eared Diamond Dog with a sinister grin on his face. "This time," he said, glaring down at Rarity, "We are ready for you. And now you will be our pretty gem finding slaves forever."

Heavy was the last to fall, the titanic stallion growling angrily as he tried to get to the Diamond Dogs before the gas took hold. The last thing he heard before falling unconscious was the laughter of the Diamond Dogs.

Two of the armored Dig Dogs tried to pick Heavy up and drag him away, but he was too large and too heavy, bigger even than the princesses. They eventually settled for just dragging everyone else away, taking them to their underground lair.

Celestia was the first to awaken, coughing as the effects of the sleep gas wore off. She shook her head, trying to clear it, and tried to stand up, noticing a weight on her back. She turned, seeing a harness tightly strapped to her, the rusty metal leading to an old mining cart.

...Seriously? Celestia thought. This is their big plan?

She felt truly stupid now for letting them sneak up on her. Looking around, she saw her sister, the guards, and the others starting to recover. In the nearby shadows, the Diamond Dogs watched with grinning faces.

"Ungh..." Applejack said, shaking her head to try and clear the fog from it. "What the hay..."

Rarity scowled. "Oh. This again," she said. "Well, I know how to handle that."

"So do we," said Rover, the lead Diamond Dog, grabbing Rarity's head roughly and forcing a white powder down her throat. Rarity began coughing and gagging, her voice drying to a harsh rasp. Fluttershy cowered fearfully, as Applejack tried to move to protect her. A pair of Diamond Dogs grabbed her, trying with only moderate success to hold her back.

Rarity coughed, the powder drying her throat and tongue, making it hard to talk, lowering her voice to the point where even Fluttershy at her shyest was louder.

"What... What was that?" Fluttershy asked, "What did you do to her?"

The Diamond Dog leader looked at her strangely. Upon seeing her friend get hurt, some of the fear started to drain out of Fluttershy's voice as she gave them a stern look. He felt no guilt, however, and decided to answer truthfully. "Stupid noisy pony's whining hurt us last time! But now we fight smarter! Special powder dry out her throat she cannot make annoying noises and hurt our ears!"

Applejack snarled. "Pardner, y'all ain't heard nothin' like the noise I can make!"

Rover sneered, flicking her cowpony hat off of her head. "You are loud, but your voice not have same pitch as fancy pony."

Rarity coughed, not sure whether to be pleased that she could outdo Applejack at something or offended that her voice was considered to be more annoying than her friend's.

Fluttershy shook her head. "How dare you," she said, her voice gaining strength as the familiar righteous fury hit her. "How DARE you hurt my friend! What would your mother say?"

"Mama would be proud of her puppy's cleverness," Rover said, beaming, the other brutes patting him on the back in agreement, the littlest Diamond Dog sniffling in remembrance of his own mother.

Fluttershy visibly deflated. Playing the 'mother' card usually worked...

Applejack renewed her attempts to attack, a pair of Dig Dogs pinning her to the ground.

The BLU ponies and the guards, by this point, had recovered. Medic looked to Spy, and nodded. Medic turned back to the Diamond Dogs and the armored Dig Dogs, quirking an amused eyebrow.

"You got ze drop on us. Ve vill give you credit for zat much. However, let me tell you lot vhy you are idiots," Medic said, an amused expression on his face. "One," he said, gesturing to the drag-marks in the dirt near the exit of the tunnel, "You have left an obvious trail to follow. You don't strike me as intelligent enough to kill Heavy so he cannot follow us, so he is most likely on his way to destroy you now."

The Diamond Dogs traded uneasy looks. Medic smirked, and continued. "Two, you fail to recognize zat two of your prisoners are ze Princesses of ze Sun and Moon."

Rover scoffed. "We know who they are. Sun pony weaker without sun, and Moon pony wimpy little wreck."

Celestia just grinned ferally, while Luna's eyes began to glow with anger.

Medic nodded. "Fair enough. And true, Celestia may be weaker, however zat does mean she is helpless. And from what I have seen of Luna, she is far from helpless. And much to my amusement, she seems to have a rather strong taste for the macabre."

The Diamond Dogs traded nervous looks at Luna, who was starting to radiate a magical aura. Fluttershy quivered in fright, cuddling up close to Rarity and Applejack. The two younger ponies gave Celestia a pleading look, the princess nodding in understanding and casting a spell on Fluttershy to help keep the meek pegasus calm throughout all of this.

Medic smirked. "Three... Pyro. Enough said."

Pyro laughed viciously, an aura of flames swirling around her and utterly destroying her harness and cart, reducing both to ash. Still, the Diamond Dogs seemed rather confident.

"Finally, ze last reason you are stupid," Medic said, gesturing to his left, "is zat you let Spy escape."

The Diamond Dogs blinked, and looked at the cart where Spy was. In his place was a whimpering Dig Dog.

"What... How... Grngh.. BAH!" Rover sputtered, storming over to the Dig Dog and freeing him. "Stupid! How could you let him get away?" he barked, slapping the whimpering Dig Dog. "Find him!" Rover turned to walk back to the others, only to cringe in pain as the Dig Dog jammed a knife into his back, flooring him instantly. The Dig Dog snorted laughter, turning back into Spy.

"I can't believe how stupid you are!" he said, flicking his knife closed and pocketing in, "SOLDIER wouldn't fall for zat! SCOUT wouldn't fall for zat!"

Rover, badly injured from the backstab, called out to the other Diamond Dogs and Dig Dogs to attack.

"No," Medic said, grinning predatorily, "I think ve shall let Princess Luna und Pyro deal with you lot."

"Just wound zem, Pyro. We need zem alive for questioning," Spy said.

Luna's harness dissolved off of her, her eyes glowing with power as she stalked towards the Diamond Dogs and Dig Dogs. Pyro, giggling madly and leaving flaming hoofprints, stalked forward with her, Luna's body seeming to absorb what little light there was in the room, until only Pyro's flames and Luna's glowing eyes provided the illumination...

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

Five minutes later...

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

All of the Dig Dogs and the other two Diamond Dogs, most of them with severe burns, lay cowering in the corner, curled up into fetal positions, chanting, "The spiders... the spiders..." over and over again. Luna, calm and stoic, stood near her sister, who was checking up on Fluttershy.

The yellow pegasus actually managed to smile. "I'm... Honestly, I'm rather glad I'm under a spell right now," she admitted, her eyes still glowing with a gentle light. "Otherwise I probably would have died of fright when Luna brought out the tentacles of darkness. Or the spiders... Actually, probably when she started absorbing all the light in the room..."

Luna flinched. She knew she was probably pushing it with some of the things she did to the Dogs, but really, they were just too rude. Plus, she was frustrated for letting these creatures get the drop on her again and had felt the need to vent some frustration.

Applejack shivered, wishing that Celestia had cast the calming spell on her as well. "Um... No offense, but do y'all think it was really necessary to use that many monsters all at once?"

Luna frowned sadly. She had done it again, scared someone without meaning to... "The Nightmare Dogs hurt my sister," she said softly, "And these foals wanted to turn her into a slave... I... I couldn't let her be hurt..." she said softly.

Celestia came over to hug Luna, Fluttershy realizing for the first time since the Nightmare Night fiasco that Luna was just a pony like everypony else, needing friendship and affection.

Medic, meanwhile, was checking up on Rarity. "Hmm..." he said, examining the inside of her mouth. "Ja, you should be fine vunce you get somezing to drink. It will clear ze dryness up no problem. In ze meantime, zough, I would avoid talking as much as possible."

Rarity huffed, but nodded. It seems that she wouldn't be of much use here after all. But still, she was curious about the source of the Nightmare Dogs, and felt strangely safe with the princesses and the BLU ponies there, so she was moderately glad to be along anyway. Even if she was getting dirty.

Pyro, a few feet away from the others, was bouncing around in a disturbingly Pinkie Pie-esque fashion, chasing a butterfly of flames she had made, when Heavy barreled into the room, bellowing a war cry. He looked around, realizing everyone was all right, and quieted down, trotting over to Medic.

"Doctor is all right?" he rumbled.

"Ja, mein freund," Medic said, "Ze matter vas taken care of easily."

Heavy nodded, grunting and going over to join the guards, who were apologizing for their inability to protect the princesses. Celestia, as she removed the calming spell from Fluttershy, shook her head.

"We have obviously underestimated the Diamond Dogs. A mistake was made on all our parts," she said, walking up to Rover with a stern look on her face. "Which brings me to my next question: Twice I have been ambushed, first by the Nightmare Dogs and then by you and yours. I am tired of it. How were you able to hide from my magical senses?"

Rover hesitated. The other ponies had gathered around him and were all looking at him expectantly. He debated the merits of lying, looking over at the twisted, terrified wrecks of his comrades... and sighed, defeated.

"We find curse water a couple weeks ago," he hissed. "Drink little bit, gain ability to become invisible to anything except the eyes. Even smell is masked."

Something we're all grateful for, Rarity thought, remembering how utterly stinky the Dogs were.

Rover tried to stand up, but the pain from the knife wound to his back put him back on the floor. He growled, and said, "We only drink little bit of curse water. Others drink too much, and become Nightmare Dogs. Haven't seen them again, and don't want to."

Celestia and Luna traded worried looks. Medic, however, was fascinated. "Vhere is zis 'curse water?'" he asked.

Rover pointed down a nearby tunnel. "Huge flowing river down that tunnel. We find it by accident while searching for shinies."

Celestia looked down the tunnel. "Heavy, Batallion, stay here and guard them. Everyone else, let us go see what this 'curse water' looks like."

One of the guards bowed, going over to stand by Heavy, who just grunted and nodded, glaring down at the Diamond Dogs. The others trotted down the tunnel, the remaining guards forming a protective triangle in front of the two princesses.

"I don't like zis," Spy said, "I don't like going into a situation without intelligence."

"And I am not liking ze personnel ze princess chose. Applejack and Rarity I could understand, but Fluttershy?" Medic muttered.

Fluttershy lowered her head sadly.

Rarity coughed. "Fluttershy does tend to be on the meek side," she rasped, making the understatement of the century, "But she is stronger than most ponies give her credit for."

"Plus, I like her. She gave me this pretty hair bow," Pyro said, gesturing to the blue ribbon adorning her mane.

Fluttershy smiled gratefully. Medic and Spy traded uneasy looks, but decided to let the matter go.

As they walked down the tunnel, Applejack began shivering.

"What's wrong?" one of the guards asked.

"Ah... Ah don't know... Ah just got a really cold chill just now..." she said.

The guard frowned. "I didn't feel anything..."

Fluttershy whimpered suddenly, shivering. "There's... there's something very bad ahead..." she said, finding her legs locking up like they did when she was extremely frightened.

Rarity's horn sparked uncontrollably for a moment. She gave the others a nervous look, her expression stating that sparking had never happened before.

Medic and Spy traded uneasy looks. "Pyro, you and one of ze guards stay with Fluttershy, Rarity, and Applejack, and take zem back to the main caves with Heavy," Spy said.

Applejack scowled. "Ah ain't no scardey-pants! Ah can still help..."

"If you are certain," Spy said.

Applejack was still shivering, but she nodded resolutely. "Jus' because ah'm scared don't mean ah cain't fight if need be!"

Spy nodded, allowing himself a smirk. "Zen lead on, mon cher."

Applejack huffed, and strode to the front with Celestia and Luna. Spy turned to Medic and said, "I'm starting to get a bad feeling about zis... Perhaps it would be best if you had an UberCharge ready, just in case..."

Medic nodded in agreement. He cast his healing beam on Spy, feeling the familiar energy start to build up as they moved through the tunnel towards the sound of rushing water.

"Be careful," Rarity rasped as she, Pyro, Fluttershy, and one of the remaining guards went back into the main chamber. Applejack put on a confident smile for her friends' sake, although it faded quickly once they were gone. Applejack frowned, thinking about her cold chills, and asked the princesses, "Why do y'all think the three of us were able t'sense something off about this place?"

"The Elements of Harmony are set in direct opposition to the forces of chaos and evil. It is only natural that the bearers of it would be more sensitive to its presence," Luna said.

"...If y'all say so. I just know that whatever's down this tunnel feels just WRONG," Applejack said, shivering again.

Celestia frowned. She, like her sister, had lost her connection to the Elements of Harmony over a millennium ago after Luna's transformation into Nightmare Moon caused them to turn on each other. They felt nothing beyond a slight chill from the damp underground. And that bothered her. She and Luna should sense SOMETHING... The only thing powerful enough to hide completely from their mystical senses was...

...No. No no no. He was locked away in stone. She checked on him twice daily. And routine was strictly enforced around the vault he was kept in for a hundred meters in all directions around the statue. It couldn't be him.

Celestia managed to reassure herself that it wasn't THAT monster that was hiding from her, and kept going, suddenly very eager to get out of this horrible place and back into the light of her beautiful sun.

They rounded a corner, coming closer and closer to the source of the rushing water noise, only to find that the sound was... thickening, somewhat. As if it wasn't water, but something else entirely. They rounded another corner, coming into a large cavern, the source of the strange, water-like sound.

Flowing steadily down a pathway in a constant stream was a thick, dark indigo, almost gelatinous substance that bubbled and seethed as it flowed.

Luna took one look at it and screamed, rearing up on her hind legs, her wings flapping wildly. "No no no NO NO NO NO! Not again! NOT AGAIN!" she whinnied.

Celestia and Applejack turned to the dark princess. Her irises had narrowed in terror, her voice a fearful shriek. "The Smooze... the SMOOZE!" Luna screamed, scrambling backwards towards the exit of the chamber. She stumbled, and curled up into a ball near a wall, shivering in fear. "Make it go away, Tia! MAKE IT GO AWAY!"

Celestia's eyes widened in fright, and she looked back at the dark river, seeing it for what it was for the first time. The guards and Applejack also looked alarmed as well.

"Vhat? Vhas is das?" Medic demanded.

"The Smooze," Applejack said, her voice shaking, "...It... It's said to be the source of all evil in Equestria... A force o'pure darkness said to corrupt all it touches... Land sakes... Ponies tell their young'ns stories about the Smooze t'get 'em to behave!"

"The Diamond Dogs..." one of the guards stammered, "They were DRINKING this stuff..."

"Make it go away, Tia!" Luna pleaded, "I don't wanna be Nightmare Moon again... I don't wanna hear the voices again... Please, Tia, make it go away!"

The Smooze... Celestia thought, an old theory about her sister's transformation and betrayal, one of the ones she feared the most, confirmed, fear and anger flowing through her, The Smooze is what corrupted my sister. "We are leaving," Celestia said firmly. "NOW. We are then retrieving your demolitionist friend and sealing this cavern off forever."

"I fully agree with zat idea," Spy said. Anything that made someone as powerful as a princess cower in fright was something he wanted nothing to do with.

Celestia had the guards pick up the trembling, cowering Luna and had Applejack take the lead. She turned back to Medic and Spy... and saw it.

On the opposite bank of the river, it stood. A tall, faceless, pale-white, slender pony in a black suit-coat and red tie. On its flank was an unnerving Cutie Mark, a scratchy red circle with an 'X' over it. It simply stood there, staring at them, its emotions unreadable.

Celestia felt a cold chill running through her at the sight of the creature. "You... Are you behind this?" she demanded.

The others, save for the trembling, terrified Princess Luna, traded confused looks. Celestia stared at them, a sudden fear coming over her. "Can't... Can't you see it?"

The two guards, ever loyal to the throne, looked exactly where Celestia was looking, tried hard to see what she saw... and shook their heads.

Spy frowned. "Forgive me, Princess..." he said, "but I do not see anything zere."

"Nor do I," Medic said, giving her a worried look.

Applejack frowned. She could tell that Celestia WAS seeing something... but she herself couldn't see it. She shook her head sadly.

Celestia felt something start to fray inside her head. "But... But he's right there!" She turned to look... and the slender pony was gone. "I... wait, where did he...?"

Before Celestia could process the disappearance of the mysterious slender pony, the river of Smooze began to bubble. From the depth of the river, a pale gray unicorn emerged, its face covered by a ghostly white mask with soulless black eyes. Its Cutie Mark was the same as the slender pony's, but the creature itself was about the same size as Rarity. Its mane was dark black and matted in several places, its horn curving slightly, more like a sword in appearance than a unicorn horn.

"Spread out," Spy said, taking command, "Medic, get ready to Uber Celestia on my command. Celestia, take the front. Applejack, take a flanking position. I'll take a rear assault. Guards, protect Luna, but be ready to help Medic in case the Uber fizzles out before Celestia can defeat it. Let's finish this Masky thing quickly."

The newly christened Masky Unicorn calmly looked at all the gathered ponies as they took up their positions. Celestia snorted, her courage bolstered by her frustration and confusion over the slender pony's presence, and anger over what the dark river was doing to her sister's peace of mind. She flared her wings and pawed the ground, glaring at Masky Unicorn.

Masky Unicorn looked away from her, clearly unimpressed. It looked at Spy. The rogue, feeling uncomfortable, tried to cloak, but before he could disappear completely, the Masky Unicorn suddenly appeared directly in front of him, moving in the time it took to blink. The creature's soulless, empty black eyes stared directly into Spy's own, the French assassin finding himself unable to look away. Before any of the others could react, tendrils of darkness erupting from Masky Unicorn's eyes and piercing into Spy's own.

Spy screamed in agony as the darkness pierced him, feeling the tendrils twist his very soul, warping it, the feeling like being crushed and ground into thousands of pieces...

This all happened in the space of seconds, before any of the others could react to it. And before their shocked, horrified eyes, the colors seemed to drain from Spy's body.

"Oh no..." Applejack moaned, realizing what was happening to the espionage expert. "Oh no no no..."

Medic was starting to panic. "Vhas is das? Vhat is happening to him!"

Celestia was the first to react, charging forward and tackling Masky Unicorn, sending it flying off to one side. She glared at it, her growing fury over the situation clouding her mind. Her horn flared, Celestia preparing to destroy the creature entirely...

...and then it fizzled out.

"What..." Celestia stammered. She couldn't bring any of her magic to bear at all.

Before she or any of the others could process this, Masky Unicorn's horn glowed. Celestia and the guards suddenly found themselves gagging, a powerful ring of force closing around their necks and lifting them telekinetically into the air. Luna, terrified to near catatonia by the presence of the Smooze, barely registered this.

Applejack ran around Masky Unicorn to check on Spy, who had slumped over after Masky Unicorn got knocked away from him. Medic was already there, unable to discern what was wrong with Spy.

"I do not understand," Medic said, his voice frantic, "Vhat happened to him!"

Applejack shook her head. "This happened t'me and the others before," she said. "This big bad feller named Discord, he could reverse people's personalities. Made me into a liar and an utter jerk, doin' everythin' backwards."

"Spy's personality has been reversed?" Medic said, considering the implications. Oh geschissen, he thought. "Get away from him!" he warned. Too late, though.

Spy lashed out, jamming his knife into Applejack's shoulder. The orange pony staggered back, blood flowing down her foreleg. Spy glared at her, his eyes now pitch black with white irises. He whirled, glaring at Medic, his lips curling back in an angry sneer.

"Maggot," Spy snarled, sounding for all the world like...

Like Soldier before he got used to me... Oh SCHEISSE, Medic thought, slowly backing away.

Spy stared at Medic, pure hatred in his eyes. Something inside of him felt broken, rage and hatred bubbling over in the pegasus's mind. "MAGGOT," he snarled, memories of the occupation of France coming to him, each one like a slap in his face. "Filthy, disgusting, Nazi MAGGOT! I'll make you hurt... I'll make you SCREAM!" Spy roared ferally, sounding for all the world like Soldier on a rampage. "Pour l'honneur! Pour la France! MOUREZ NAZI MEURENT!"

Applejack cringed, struggling to her feet as Spy leapt on Medic and began trying to strangle him. Celestia powerless and being choked out, Luna catatonic, Rarity too far away to call, Twilight back on the surface, and Medic wouldn't know the spell. Dangit Applejack, how do y'all get y'self into these messes?she thought, wincing as she yanked the knife out of her shoulder and moved to help Medic. Whatever that UberCharge was, she needed it to help free Celestia and the two guards, and Medic couldn't use it if Spy... or rather, Spydier, killed him.

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

Meanwhile...

The main caverns...

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

Fluttershy, Rarity, Pyro, and the remaining guard went back to join Heavy and the other guard in the chamber with the Diamond Dogs. Heavy was chatting it up with Batallion, who was one of Luna's bat-winged pegasi, apparently having a good time. Batallion looked concerned when his partner, Grimorum, came back with the others.

"The Princesses went ahead with Celestia's guards, Medic, Spy, and the Applejack. The Elements sensed something major up ahead, plus Rarity's magic seemed to short circuit," Grimorum said, answering his partner's unspoken question.

Rover began to cough.

Ignoring him, Batallion frowned. "That's not good... I hope the Princesses will be all right."

Heavy grunted. "Medic and Spy are credit to BLU. They keep Princesses and little apple pony safe," he rumbled, going over to Fluttershy. For some reason, Fluttershy found herself very relaxed in the towering pony's presence. "Little flutter pony is all right?"

Fluttershy nodded. "Just a little scared, is all..."

Rover's coughing became worse. Some of the other Diamond Dogs and Dig Dogs began to cough as well. Soon after, the coughs dissolved into hacking wheezes.

Pyro frowned at them. "Shouldn't someone check on them? Maybe it's just me, but I really don't want to catch whatever they're coming down with."

Rarity scowled. As far as she was concerned, the brutes could suffer. Bad enough that they kidnapped her twice, but kidnapping her friends? Her PRINCESS? Unforgivable.

And so naturally, Fluttershy was willing to help them. "Rarity, I know that you're mad at them, but they're still living beings. And we should help all those in need."

Rarity cringed. She knew Fluttershy was right on an intellectual level. And honestly, with the way they were coughing, she was a little concerned. Even without being connected the Element of Generosity, she would feel a compulsion to help them. (Although not without a mask and sterile socks to cover her forehooves. No reason to catch whatever the Dogs were coming down with.) "Fine," she rasped, trying to limit what she said until she got a drink to clear it.

Pyro quirked an eyebrow. "Noble sentiment," she said, "But how? All the stuff is up at the cart? I could FLASH FRY them and put them out of their misery, but I don't think that's the cure you want."

Fluttershy whimpered, trying to remind herself of how gentle and sweet Pyro seemed this morning, trying to ignore the grin that came over the firebug's face when she mentioned killing the Diamond Dogs with fire. "No... No, that's not what I want," she said, going over to the Diamond Dogs.

Heavy just chuckled. "Little shy pony is good to think of others," he said, "But Pyro is right. What can we do?"

Fluttershy frowned. "I don't know," she said, "But we have to try." She gave the others a pleading look, as if asking for ideas. But as she watched, their expressions became more alarmed. Fluttershy, shaking nervously, turned... and screamed in fright, hiding behind Heavy.

The Diamond Dogs and Dig Dogs were starting to melt, screaming in agony, dissolving into a purplish ooze.

One that the Equestria natives recognized.

"The Smooze!" Fluttershy squeaked, cowering behind Heavy.

"No... It's impossible!" Rarity rasped, placing Pyro between herself and the pile of evil goop the Dogs were melt

"What? What is this Smooze?" Heavy rumbled.

Batallion shook his head, visibly terrified but not breaking his battle-ready position. "It... It's not supposed to be real! Just an old pony's tale!"

"Supposedly," Grimorum said, visibly shaken, "Supposedly this stuff is the source of all evil in Equestria... By Luna's moon... For it to be actually REAL..."

As a growing puddle of Smooze began to form from the ruins of the Diamond Dogs, Pyro lashed out with her flames. The Smooze seemed to be driven back by it, Pyro steadily moving forward, lashing her flames all around, hoping to dissolve the gunk completely...

...never noticing as a blob of the Smooze snaked around, roiling and bubbling as a Masky Earth Pony began to rise from it. By the time everyone noticed, Masky Earth Pony had already cornered Fluttershy, tendrils of darkness snaking into her eyes from the monster's own.

Rarity lashed out with her magic, striking Masky Earth Pony at the same time Heavy, bellowing in fury, tackled it, the powerful double-blow sending it flying away. Not bothering to look where it landed, Rarity immediately turned to check on her friend.

The colors were draining from Fluttershy's body, her eyes having turned a dark black with white irises. She staggered for a moment, dizzy... and began to laugh.

But not Fluttershy's gentle, heartwarming laugh. This laugh was filled with sadistic glee, a cruel joy that wanted to unleash itself upon the world.

"I'm BACK!" Fluttershy cackled. "FlutterCruel be in the house, bitches! And now everything is gonna go to Pony Hell!"

Heavy, as Fluttershy's transformation into FlutterCruel completed, suddenly collapsed, clutching his chest and breathing heavily. Confused, he staggered, trying to stand upright. It felt like something inside him was burning away... and it was all connected to what happened to Fluttershy.

Pyro, despite her madness, wasn't as incompetent as people gave her credit for. She knew that Masky Earth Pony was responsible for this, and turned to look for him... only for tentacles of darkness to erupt from Masky Earth Pony's eyes and start strangling her and the two guards, leaving a horrified Rarity to deal with FlutterCruel...

Rarity, for her part, was terrified. Memories of being in love with a giant rock that she thought was a diamond (one that she named Tom, to her eternal shame) flowed through her mind like wildfire, memories made worse by the cruel, almost demonic smirk on FlutterCruel's face.

This can't be happening! Rarity thought. Not again! NOT AGAIN!

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

Meanwhile...

Ponyville...

Books and Branches Library...

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

Spike happily noshed on the rum cake he had bought, savoring the delicious taste. "Mmm," he said, "I love it. Who knew that those creepy soldier guys could cook so well?"

Pushing open the door to the library, he polished off his piece of cake, setting the piece he had brought back for Twilight on a nearby table. "I'm home!" he called out, "Errands are all done! Brought you some cake, too!"

Whistling casually, he began organizing various books that had fallen off the shelves. He shook his head, chuckling. For someone who could be so completely OCD at times, whenever Twilight got wrapped up in reading she tended to forget that she couldn't just use the library like her old bedroom in Canterlot.

As he worked, he frowned. Twilight hadn't come to greet him yet. He shrugged, and continued working, the dedicated assistant easily picking up the scattered books and putting them back. As he worked, he reflected on the day so far. When he had encountered Pinkie and Scout, the two of them were working on something they called 'an epic prank.'

He had a feeling it would be best to avoid the two of them until said prank was completed.

Demoman had been hard at work helping the Cakes bake rum cake, and other recipes that called for alcohol. He had felt a little tipsy while in the kitchen, but the feeling had passed quickly once he got outside. Plus, he got some delicious cake.

Sniper had tried and failed to catch up with Rainbow Dash, and had contented himself to watch her as she practiced her stunts. Although Spike couldn't help but think that Sniper was lining up a shot at Rainbow Dash as he stared at her, his eyes following her movements precisely. It was a little unsettling.

Engineer had been working with the construction ponies at the site for the new BLU headquarters. The construction ponies all seemed quite impressed with his designs, and the leader, Brass Fittings, seemed to have the beginnings of a crush on Engie. It'd be interesting to see where that went, if nothing else.

To his surprise, he found Soldier talking with Cheerilee between classes, discussing curriculum for the gym class he would be teaching tomorrow. Cheerilee, normally a bright, perky pony, seemed visibly irritated with Soldier at times, but after Soldier barked at Diamond Tiara and Silver Spoon when they insulted Apple Bloom and her friends when they failed at yet another 'crusade,' making the two rich ponies do laps, she started to tolerate him more.

He scowled inwardly, thinking of what Medic said to him earlier about Spy, and the fact that he was now essentially alone with her underground. "He better not make a move on her," he muttered. "He just better not."

He heard the sounds of eating behind him and smiled. Apparently Twilight had come down and found the cake. He finished off his work, standing back and admiring the nice clean shelves proudly.

"Thank you Spike," Twilight said. "You always do a good job. I'm sorry for the mess, but there was an... incident, while you were out."

Spike, without turning around, chuckled. "I'm not surprised the place is a mess, then. You tend to throw around books once you start panicking."

"True..." Twilight admitted. "Thanks for the cake, by the way. It was quite good. One last treat before I burn Ponyville to the ground."

Spike nodded. "No problem," he said. Then he actually registered what Twilight said. "Wait, what?" He whirled, and gasped, seeing what had happened to his friend and employer.

Twilight Sparkle's body had become grayscale, all the colors drained from her. Her eyes had become darkest black, with only the tiniest hint of white iris inside. A bitter smile was on her face as she looked at Spike.

And standing next to her was a gray pegasus with a matted black mane in a white, ghostly mask.

"T-Twilight?" Spike stammered, "What's happened to you?"

Twilight chuckled softly. "My new associate here... I think I'm going to call it 'Masky Pegasus,' for lack of a better name... has showed me a rather startling revelation. Kindness? An illusion. The world is cruel. Generosity? To first give anything of real value you actually have to HAVE something of real value. It's a contradiction in and of itself. Honesty? When has the truth done anything but hurt? Laughter? There's nothing worth laughing at. Loyalty? All ponies will betray each other in the end. Friendship? Pointless. All stories end in the final tragedy."

Spike was near tears. He was terrified, and hearing Twilight, his loving, loyal, longtime friend dismiss the Elements of Harmony, and worse yet, Friendship itself, was tearing him apart inside. "Twilight. Twilight please, you're sick. This isn't like you," he pleaded.

Twilight shook her head. "On the contrary. I feel more myself than I have since Discord," she said. "Life is just a tragedy waiting to happen. And Twilight Tragedy will share her despair with all of Equestria."

Spike shook his head, as if denying the horror before him. "I... I won't let you!"

Twilight Tragedy smirked. "...Actually, quite the opposite is true. You're going to be helping me," she said.

Spike stared at her in confusion. It was all the opening Masky Pegasus needed to look into Spike's eyes and start corrupting the young dragon as it did Twilight Sparkle. In the end, all Spike could do was scream...

TO BE CONTINUED...