Waking Nightmares

by Jonathan "KnightMysterio" Spires

Chapter 7: Silly Symphony

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

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Ponyville...

Noon...

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"Everypony seems to be doing well after the whole mess with Nightmare Grave," Twilight said.

"Better than us, at any rate," Rarity said, yawning, "I had the worst nightmares last night."

Twilight chuckled weakly. "So did I and a lot of the others. Applejack and Demoman seem to be the only ones who are doing fine."

Rarity huffed, and lowered her voice. "Considering they avoided zombification and actually managed to put up a decent fight against a Nightmare? I'm not surprised." She yawned again. "Where's Spike, anyway? And Trixie, for that matter?"

"Trixie's helping Applejack with some bookkeeping. And Spike's at home, sleeping," Twilight said. "I gave him the day off."

"Lucky Spike," Rarity chuckled. "Fortunately, I'm all caught up on my dress orders, so I can take it easy today as well."

"Celestia knows we all need it," Twilight said.

"Probably why she arranged SUCH a lovely day!" Rarity smiled, closing her eyes and letting the sun's warmth wash down over her.

It was Twilight's turn to lower her voice. "Speaking of," she said softly, "A royal guard is being assigned to Ponyville. She's supposed to arrive today."

Rarity nodded. "Why are you whispering?" she whispered.

Twilight sighed. "Officially? She's here on vacation to spend time with family. I'll be meeting her at the library after lunch today. Beyond that, the Princess said that the guard would explain everything to the Elements and the BLU once she got here," the lavender unicorn said, a worried look on her face .

Rarity frowned. "Twilight, darling, what's wrong?"

Twilight hesitated, and said, "I'm worried about the Princess. She's been... acting strangely ever since shortly after the BLUs arrived. And I've never seen her that angry before..."

Rarity shivered, remembering the sight of Celestia's mane and tail ablaze with solar fire, of the chilling fiery hoofprints she left as she stalked after Gray Hoof... She managed to smile, and whispered, "I'm sure it's just stress from the Smooze affair. A few days time, and she'll be right as rain."

Twilight managed to smile. "I hope you're right," she said.

Rarity perked up, an idea coming to her. "I have an idea! It'll make you feel right as rain, after all that's happened," she said.

Twilight shook her head. "I don't want to go to the spa, Rarity," she said. "I don't like massages. I've never really been comfortable with somepony else's hooves all over me."

Rarity blushed, looking innocent. "Er... What makes you think I was going to suggest a spa trip?"

Twilight smirked. "You always want to go to the spa," she said.

Rarity blushed even brighter, Twilight noting with amusement that the sight of someone as lovely as Rarity blushing would have made Spike faint with desire. "Have I become that predictable?" the marshmallow-colored unicorn said softly.

"Nah," Twilight said, nuzzling her affectionately. "I've just known you long enough to guess right now and then."

Rarity grinned, and and sighed. "I may go to the spa anyway... If nothing else, to help get this feeling of cold out of my system..."

Twilight nodded, shivering. The pain from their zombification had faded, but there was still a pervasive cold that left them both stiff. She then blinked, a thought occurring to her. "Why not take Pyro to the spa? She might like it. She accepted that ribbon Fluttershy gave her well enough," she said.

Rarity cringed. "I actually tried yesterday," she said. "She said she's uncomfortable in places with lots of moisture. Plus... While I asked her to be polite, I'm glad she refused. She... frightens me, honestly. I'm honestly afraid that she'd try to burn the place down. Lotus and Aloe are excellent at their work, but they can be a little forceful at times. Pyro strikes me as the type who'd force BACK."

Twilight frowned. "I guess that makes sense," she said.

"All right, troops!" they heard Soldier barking. "Line up! We'll start warm ups today with a quick ten laps around the edge of the fence!"

Twilight and Rarity both turned to watch with mild amusement as Soldier, visibly restraining himself from yelling insults like a true drill instructor, led the foals in exercise.

"If nothing else," Rarity said, "the BLUs seem to be adjusting to Ponyville life fairly well."

"Amazingly enough," Twilight said, nodding. "I've been talking with Engineer about the devices he uses in combat... not so much the Sentry but the Dispenser and Teleporters. They're really quite fascinating. I thought teleportation was only possible through magic, but Engineer has managed to harness translocation energy in a manner that pegasi or Earth ponies could recreate."

Twilight babbled on for a moment, Rarity tuning out the overly wordy parts. Not as much as usual, as she was interested in Engineer, and learning about his work seemed like a good way to get close. One thing in particular got her attention. "Once he has a proper lab set up for himself," Twilight said, "we're going to try to improve on his teleporters to try and get them home."

Rarity found herself strangely bothered by that.

They spotted Sniper and Rainbow Dash on a roof. When they started to call out to her, Sniper shushed them and motioned them forward. He turned to Rainbow Dash and said, "All right, sheila. Who just showed up?"

"This is so stupid..." Rainbow Dash said, staring ahead in annoyance.

"Indulge me," Sniper said.

Rainbow Dash sighed, rolling her eyes. "Okay, okay... I feel a weird tingling on my coat, kinda like when I'm near a strong thundercloud... Gotta be a unicorn. Most likely Twilight, if I'm feelin' it up here. She's pretty much the powerful unicorn in town."

Twilight blushed. "I'm not that strong," she said.

Rainbow Dash quirked an eyebrow, amused. "Twilight. During that whole Mare-Do-Well mess, you put a collapsing dam back together BY YOURSELF. It'd take at least twenty regular unicorns otherwise."

Twilight blushed, grinning.

Sniper nodded. "That's one, who's the other?"

"Rarity," she said simply. Sniper blinked, surprised at how quick she answered.

Rarity blinked. "I was that easy to identify?"

Rainbow Dash smirked. "You're wearing too much of that frilly lilac perfume that always gives me the munchies." She blinked, and added, "That reminds me... Is it lunch yet? I'm starving."

Sniper shook his head, chuckling. "Sure, sure," he said. "C'mon, it's my treat."

The two pegasi came off the roof, Rainbow Dash landing far more hesitantly than she usually would due to her blindness. "I know this great restaurant," she said, "that's got the best veggie burgers you EVER had. You're gonna have to find it for me, though..." She frowned, really hoping that Zecora's potions would work in the shortest amount of time.

Sniper smiled. "Don't worry, Dasher. By the time I'm done, you'll be able to find every place in Ponyville without even looking," he said, his wings flickering slightly. Rainbow Dash smiled.

Twilight paused.

As Sniper and Rainbow Dash left, Sniper's wings flick-flickering again, Twilight frowned. Wings flicking like that is a sign of growing tension in a pegasus, she thought, remembering one of the many psychology books she had read. Maybe... Maybe I should keep an eye on Sniper. Just in case.

Rarity didn't notice Twilight's expression. She was sniffing herself, frowning. "Twilight... do you think I wear too much perfume?"

Twilight blinked. It took her a moment to register the question. "Wha... um..." she bit her lip, and said, "Well, maybe a little..."

Rarity sighed. "Well, maybe I've been overusing it a little... Better a flower smell than... well, the other one."

Twilight cringed, knowing exactly what she meant. Because of Luna's illusions she, the other Elements, and the BLUs were the only ones who noticed the slight lingering scent of Nightmare Grave's curse...

Rarity excused herself, heading for the spa. Twilight sighed and headed for the library, when Spy faded into view in front of her. She yelped, jumping back as Spy came forward, looking in the direction Sniper left.

"Don't do that!" she said, clutching her chest.

"Sniper's wings flickering like zat," he said sternly, "it means zomething, doesn't it?"

Twilight nodded. "It's a sign of nervous tension in pegasus ponies," she explained.

"Damn," Spy cursed. "I've been worried about zis..."

Twilight gave Spy a worried look. "What do you mean?"

Spy sighed. "Sniper, Engineer, Scout, Demoman, Medic, and maybe Heavy still have families. I say maybe for Heavy because he hadn't heard from his mother and sisters in a long while, despite sending money to zem frequently. Sniper has his parents, Engineer a daughter whom he adores, Scout a mozzer and several older brozzers, Demoman a mother, and Medic an ex-wife that he's on good terms with. My concern is zat they may become unstable over time..."

Twilight stared in the direction Sniper and Rainbow Dash went. "I have... a little experience with mental instability..."

Spy smirked. "Yes, your assistant told me of your little 'breakdowns.' Both the one involving the friendship lesson snafu, and the time travel incident." he said.

Twilight blushed. "How did you convince him to tell you and why did you even want to know?"

Spy snickered. "You'd be amazed at how easy it is to bribe him. All it cost me was some cookies from Sugar Cube Corner and some caramel treats from Bon Bon's confectionary," he said.

Twilight grumbled. She'd have to have a talk with Spike later.

Spy's expression became serious, and he added, "As for why... I am ze Spy. It is my job to know anyzing and everyzing about everyone."

Twilight's ears went back on her head. "Not exactly comforting to know..."

Spy snickered and shook his head. He looked at the direction Sniper and Rainbow Dash went off in. "...Mademoiselle Sparkle, I may need your help on zis. Because of our new bodies, it is harder for me to read when my associates are having problems."

Twilight nodded. "I'll do what I can. You've all done so much for Ponyville already, helping you in return is the least I can do."

Spy smiled. He was wearing his balaclava today, but even with it on, he still had that amazingly charming, handsome smile. "Zank you, Mademoiselle," he said, disappearing again.

At which point Demoman appeared, startling Twilight again and causing her to stumble forward. Twilight grumbled, and picked herself up again and dusting herself off. She turned to Demoman, who had a pained look on his face.

Behind him was Lyra, who had an excited grin on her face.

"Ye mind helpin' me get rid of her, lass?" he said. "This daft fool's been pesterin' me all day."

Twilight shook her head, grinning. Bon Bon had told her once that Lyra believed that Equestria was once dominated by a bipedal race (she couldn't remember whether Bon Bon had used the word 'human' or not), and that ponies had just inherited their culture once they died out. For Lyra, seeing AppleDemo in action must have been a dream come true.

"Lyra been pestering you with questions?" Twilight asked, smirking.

"ALL BLOODY DAY," Demoman growled.

"I'm not giving up, Twilight! FINALLY my theories can be proven!" Lyra said, grinning widely.

Demoman gave Twilight a pleading look. Twilight chuckled. "Firstly, Demoman and the other BLUs came from another world, not the past. Secondly, didn't you promise to help Bon Bon with that big sale today?"

Lyra flinched, as if struck. She looked at the clock, and dashed off, forgetting about Demoman completely. The Scotsman sighed in relief. "Thank ye, lass."

"Lyra's a decent pony," Twilight said. "Totally devoted to Bon Bon. She can just be weird sometimes."

Demoman nodded, looking back in the direction Lyra ran off in. "Aye, I got that feelin,'" he admitted. "I just wish she wouldn't be so bloody bothersome with the questions. I have things to do today!" He gestured to the satchel on his back, which had a Sugar Cube Corner logo on it.

"Helping with sales?" Twilight asked, smiling.

Demoman nodded. "Aye," he said. "I'm supposed to meet up with the Cakes at Filthy Rich's residence te help with a party they're catering. Silver Spoon's birthday is coming up."

Twilight nodded. "I'm sure it will be quite lovely," she said.

At which point Doctor Whooves, smoldering and charred at his ends, landed in front of them both, a wide grin on his face. "BRILLIANT!" he said, laughing.

"Are you okay?" Twilight said, checking on the singed Earth pony as he shook himself off.

"Fine, fine, I'm fine," he said, laughing. "I'm making real progress with my latest project." He coughed out a puff of smoke and stretched to work out the kinks in his back. "Just wish I knew why the bloody thing kept exploding."

Demoman looked thoughtful for a moment. "What's yuir setup? Engineer sometimes has that problem."

Doctor Whooves explained his device, which turned out to be a new type of tractor to make farming easier. He explained the setup he was using, and what materials, and Demoman nodded.

"Aye, those chemicals yuir using tend to blow up if you keep them too hot. They're generally used in thermite grenades," he said.

Doctor Whooves blinked. "Really? I had been told by my supplier that they'd be good for heating the engine."

Demoman chuckled. "Technically he wasn't wrong," he said. "I'd try to find another inducer chemical. That stuff's too volatile for anythin' but high explosives."

Doctor Whooves pouted. "Are you sure?"

"Explodey things I know, laddie," Demoman said. "I make things blow up for a living."

Doctor Whooves hmmed curiously. "I'll have to talk with you about that some time. I have this amazing theory of making harmless explosions to aid in fast transporation."

Demoman brightened. "Aye, that sounds like me Sticky Jumper!"

Twilight and Doctor Whooves blinked. Demoman chuckled. "I had a variant on me stickybomb launcher. The bombs didn't do me any harm, so I could stack a bunch of them te launch me across long distances or up te high places. The only thing that hurt was me landing. Solly had a rocket launcher tha' could do the same thing."

Twilight shook her head. "Using explosions to fly about..."

Demoman grinned. "Dinnae knock it until ye try it, lass."

Doctor Whooves laughed. "Then it IS possible! Oh, I will want to talk with you later!" he said, trotting back to his lab. Demoman shook his head, laughing.

"Anyway, thanks again Twilight. I'll see ye later," he said, heading for the Rich residence.

Twilight waved to him as he trotted off, heading back to the library. To her surprise, she found Engineer and Fluttershy there waiting for her, Spike giving Twilight a confused look. She knew why Engineer was there. He was one of the two leaders of BLU, and had been asked by Celestia to meet up with the guard that was arriving soon. Why Fluttershy was there, however, she had no idea.

"What's wrong?" he asked the three of them.

Spike shook his head. "Fluttershy wanted to know the name of the guard that was coming," he said, yawning. Fluttershy had an apologetic look on her face, Twilight guessing that she had accidentally woken him up.

Twilight thought for a moment, and said, "Her name's Barricade. Why do you ask?"

Fluttershy sighed, and let out a weary chuckle. "You know how Pinkie can detect when things are coming?" she said. "I... kinda have something similar. But it only works when one specific pony is coming."

"Who's that?" Engineer asked.

"My mom," Fluttershy said, looking up.

A massive pegasus landed in between them all, the force of its landing shaking Twilight, Spike, and Engineer off of their feet. They recovered quickly, the two unicorns' horns glowing as they prepared to fight... only to find Fluttershy walking fearlessly up to the figure, still shrouded in dust.

"Fluttershy, ma'am, wait a minute," Engineer said nervously, bringing Gem Sentry out from where he had stored it.

"It's okay," Fluttershy said, smiling. She turned to the massive figure and said, "Hi mom."

The dust cleared, revealing the pegasus completely. Engineer, Twilight, and Spike stared.

The pegasus was the biggest mare they had ever seen in their lives. She was as big as Heavy, if not bigger, clad in golden armor, and had a massive iron shield with an Equestrian crest as a Cutie Mark. She removed her helmet, shaking her hair loose, revealing that she had a very familiar hairstyle and a very familiar face. The pegasus looked like a larger, older version of Fluttershy, with slight wrinkles around the eyes and flecks of gray in her mane. But the expression on her face was one of pure confidence and absolutely no fear at all.

She looked around for a moment. When she spotted Fluttershy, she grinned widely and scooped up Fluttershy in a hug. "Oh my cute little Flutters!" she cooed. "It's SO good to see you again! I'm sorry I don't write more often, but I get so busy!"

Fluttershy smiled, nuzzling the massive pegasus. "I'm glad you're here, Mom," she said, her voice carrying the same patient tone she held when dealing with Pinkie Pie at her most random. Twilight, Spike, and Engineer's jaws dropped in tandem.

The massive pegasus then noticed Twilight for the first time. "You're Twilight Sparkle, right? Princess Celestia's student?" she asked. When Twilight nodded nervously, the guardspony grinned. "I'm Barricade, it's great to meetcha! HOW YA DOIN,' KIDDO?" she said, her voice forceful enough to send Twilight rolling away. She turned to Engineer, who yipped nervously. "And you must be one of those BLU ponies I've heard so much about! It's great ta meetcha!" she said.

Engineer grinned nervously, and offered a hoof in greeting. "...Pleasure's all mine, ma'am," he said.

Barricade grabbed Engineer's hoof and shook it roughly, chortling. "Oh, dispense with all that ma'am, stuff!" she said, "Just Barricade will do! I got some time off, so I figured I'd spend it here with my cute little Flutters, and meet all her friends!"

She stopped shaking Engineer's hoof. Engineer stopped shaking about a minute afterward. He grinned weakly, and before he stop himself, he said, "...Ah didn't know ponies could breed with bulldozers." He blushed, embarrassed, and covered his mouth, apologizing.

Barricade just guffawed. She'd heard comments like that throughout her life and took it as a compliment each time. "Don't worry about it, little guy!" she said. "I don't mind it at all!" She turned to Spike, who yelped and fell over, scrambling away from her in fright. Barricade stared at him and grinned widely.

"So CUTE!" she said, moving with speed that belied her size, scooping up Spike in a hug. "Flutters told me how adorable you are, but words didn't do you justice!"

"Can't... breath..." Spike gagged, Barricade having accidentally smushed his face against her chestplate.

As she set Spike down, Twilight and Engineer came up to Fluttershy, stunned expressions on their faces.

"So... I'm guessing you get your looks from her, and your personality from your father?" Twilight ventured.

Fluttershy nodded, smiling and sighing. "He's even more of an introvert than I am. About the only time he was ever really brave, according to him, was when he asked Mom out on their first date."

"Wow..." Twilight said softly. It was hard to fathom someone shyer than Fluttershy.

Barricade chuckled. "Oh, her Dad was a cutey-pie. I've loved him for years," she said. "Come on, let's go inside and talk."

Engineer and Twilight shrugged, going inside with Fluttershy and Spike following her. They went inside, Barricade closing the door behind them. Her expression had changed completely, becoming deadly serious. "All right," she said. "Here's the story. Officially? I'm here on vacation. Unofficially? Guards are being 'sent on vacation' to every town in Equestria' to keep watch for... something. We were never given an explanation as to what. I was sent here specifically because I'm one of the strongest members of the Day Guard and Her Dayjesty wants the Elements of Harmony protected."

Twilight frowned. "Barricade... What's going on? I've never seen Celestia that angry before... And she seemed so out of sorts..."

Barricade frowned, and sighed. "The story on that, which is classified by the way, is this... Shortly after the battle that got Nightmare Moon exiled, Her Dayjesty was in a haze, wandering from place to place. After the first fifty years, she started to recover, but some wounds don't close that easy. According to the historical records, she found a town in Everfree Forest called Sunnytown. None of them there had Cutie Marks, but they were friendly enough. They worshiped Princess Celestia like a goddess... and made sacrifices to her. Anyone who got a Cutie Mark they burned alive in a pyre on the outskirts of town. Princess Celestia apparently walked in one of their sacrifices too late to save the filly, and... well, you can guess how she reacted."

Fluttershy shivered at the memory. Twilight, Spike, and Engineer traded worried looks, although Spike, who had the false memories Luna gave everyone, wasn't as concerned as the others. Barricade sighed. "The best we can figure is that Sunnytown had a devastating outbreak of Cutie Pox in the past. It doesn't excuse what they did, but it's the only explanation we can think of. As for why she's out of sorts..." Barricade shook her head. "Something's wrong with her. Ever since the Nightmare Dogs attack, it's like she's been... seeing things. We want to help her, but..." She sighed. "How do you tell a goddess that you think she needs to see a psychiatrist?"

Twilight bit her lip, worried. Spike looked up at Barricade fearfully. He loved Celestia as much as he loved Twilight, and didn't want to see either of them come to harm. "Is there anything that can be done for her?" he asked.

Barricade managed to smile. "Don't worry, cutie," she said, her voice a boisterous rumble. "Celestia's been alive longer than all of us. She'll beat whatever's bothering her and turn it into mush."

Barricade saw Twilight and Spike relax a little, and was proud of herself. It was one of her best lies ever. No need for them to know how frightened she was for Celestia... She turned to Engineer, and said. "As for you... What's the combat capacity for you guys?"

Engineer sighed. "Of the three unicorns, only Pyro has primarily offense-related abilities. Medic's got strong healing magic, and mah telekinesis seems stronger than the other two, plus ah got mah Gem Sentry. Heavy, Soldier, and Demoman are our best fighters, and Demoman's workin' on makin' explosives. Spah's got his invisibility and shapeshifting, but even he himself will admit that he's terrible in a direct battle. Sniper's great at long range, and has the best weather magic of our three fliers. Scout's our fastest and most agile, but beyond that he ain't much in a direct brawl unless he can keep moving. We've have two fusions so far, Heavy and Fluttershy, and Applejack and Demoman. Because Fluttershy was under the spell of one of the Masky things at the time, their merging was incomplete. Applejack and Demoman did a complete merging, and we've got an extra Element of Honesty."

Barricade hmmed, rubbing her chin thoughtfully. "I want to ask you more about these mergings later," she said after a moment. "Plus I want to meet this 'Heavy' character." She smirked and added, "If he's going to be 'merging' with my cute little Flutters, I want to know what kind of stallion he is."

Fluttershy's face turned a brighter red than Big Macintosh as Twilight tried and failed to repress a giggle. Spike didn't try to suppress his. Engineer, meanwhile, was silently grateful that his reflexive flinch at how red Fluttershy became wasn't noticed.

"Moooom, it's not that kind of merging!" Fluttershy said, trying to hide behind her long mane.

Barricade guffawed loudly.

And then the door flew open, Scout bursting in with a frantic look on his face. "Engie, we got a problem. It's Solly, he..." he paused, noticing Barricade for the first time. "...Wow. I knew Heavy was a stud, but I didn't know he could work THAT fast!"

"I'm Fluttershy's MOTHER," Barricade said, smirking. "Name's Barricade."

Before Scout could make another wisecrack, Engineer yanked him down to eye level with his telekinesis. "Ah believe you were sayin' somethin' about Soldier?"

Scout blinked, remembering. "Oh! Yeah. Geez... Engie, it happened again."

Engineer's eyes went wide beneath his goggles. "Oh DAMN," he swore. "Is he contained?"

Scout shook his head. "We tried. He got away from me and Heavy before we could bonk him again."

"Marvelous," Engineer muttered.

"What's going on?" Twilight asked. Scout and Engineer froze. They slowly turned to Twilight and grinned weakly.

"Nothing," they chorused.

Barricade glared at them, the force of it so palpable even Twilight and Spike felt it, even though they weren't in its path. Now we know where Fluttershy got the Stare from, Twilight thought randomly.

"What is the situation," Barricade demanded, "and how much of a threat is it?"

Engineer grinned weakly. "...It's more annoyance than threat. Most of the time."

Scout chuckled nervously. "We can usually contain him long enough to fix it... after a while."

"We'll explain after we fix it," they said, dashing off before Barricade could question them further.

Barricade blinked. "Well, that was interesting. Should we follow?"

Twilight nodded. "Yeah... Just in case... If THEY are nervous..."

Fluttershy grinned nervously. "Um. If nopony minds, would it be all right if I stayed here with Spike until this blows over? I'm sure everything will be fine, I just..."

Twilight smiled gently. "It's okay, Fluttershy."

Spike pouted. "Hey, what if I want to go see what's up?"

Barricade put her helmet back on. "You've got an important job, Spike. You're protecting my daughter," she said, smiling.

Twilight, catching on, added, "Besides. Rarity adores a guy who's willing to protect a mare in need."

Heart bubbles floated above Spike's head as he thought of Rarity, smiling dreamily. He then shook himself out of his fantasizing and saluted. "You can count on me!" he said.

Spy was right, she thought inwardly, he really is too easy to play. She'd deal with it later, making a mental note to add it to a checklist once this was over.

Whatever it was.

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Earlier...

Across town...

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Soldier and Cheerilee were at a local lunch counter, having some flowers to finish off the meals that Cheerilee had bought for them.

"Thanks for lunch, Cheerilee," Soldier said, polishing off the last of his hay burger.

Cheerilee smiled, sipping her strawberry smoothie. "It was my pleasure. I admit I had my doubts at first, but so far you've done a fine job."

Soldier grinned. "Thanks. I'm still getting the hang of working with kids, but it's more fun that I thought it'd be." And it reminds me of my own family. Soldier blinked, wondering where that thought came from, and dismissed it.

Cheerilee noticed his momentary hesitation, but decided not to press it. "Well, you seem to be a natural at working with foals, from what I've seen. Were you a father back where you come from?"

Soldier frowned, staring uncomfortably at his drink. "...I can't remember. A lot of my life before... before the war is... a blur..."

Cheerilee frowned. "I'm sorry," she said.

Soldier just shook his head. "It's fine. It's just... being here is playing with my head a little. It's... a lot more peaceful than what I'm used to."

Cheerilee smiled weakly. "You make it sound like a bad thing."

Soldier laughed nervously. "It's just me, is all. I've gotten to used to having to be on guard all the time. Here, though, it's not like something's going to fall out of the sky at random."

At which point a frying pan hit him on the head, bouncing off of his helmet.

"Oh my gosh, Soldier!" Cheerilee said, coming around to check on him as he staggered about dizzily.

"I'm fine," he said, grinning weakly. "This is why I wear a helmet all the time."

At which point about fifty frying pans fell on him, burying him.

From above, Raindrops and Derpy stared at their boss, who had just dropped the shipment of frying pans on Soldier.

"What were you thinking!" Derpy yelled, dashing off to get Medic.

Raindrops applauded sarcastically, smirking. "Way to show us how its done, boss."

Special Delivery just groaned, slapping himself in the forehead as he and Raindrops went to help Cheerilee clear the pans off of him. They cleared off the pile, and started to help him to his feet, when he began contorting wildly, his body making clicking sounds as he flailed about. Raindrops, Special Delivery, and Cheerilee all jumped back.

"Soldier?" Cheerilee said cautiously, stepping forward.

Almost instantly, Soldier suddenly stood up, standing completely still. Scout buzzed by, having heard the commotion. He stared at Soldier for a moment, and paled. "Uh oh..."

Cheerilee blinked at Scout. "What's wrong? What's happened to him?"

Scout grinned weakly and lied, "Absolutely nothing. Just... let us handle this. It should be fine."

He then zipped off in a puff. Cheerilee and the other two pegasi stared after him in confusion, yipping with a start when Soldier suddenly spoke.

"I am PAINis Cupcake," he said. He then turned to look directly at Special Delivery. "I will eat you," he said, grinning a wide, creepy grin.

"Um..." Special Delivery said, the burly pegasus having no idea what to make of this.

Then Soldier bit him, latching into his snout.

"AAAAH!" Special Delivery yelled, flying about wildly, trying to shake Soldier off of him. He managed to lose him after crashing into a pole, Soldier dropping off and landed on his hooves. Soldier looked about, every motion accompanied by a bizarre clicking sound.

Cheerilee and Raindrops stared, unsure of what to make of what just happened. They blinked, and Soldier appeared in front of them, causing them to leap back in surprise.

"I am PAINis Cupcake," he said.

Before Soldier could say anything else, Heavy erupted from behind a building, swinging a chair at Soldier's head. Soldier dodged it easily, bending at an impossible angle and slithering off at high speeds, cackling.

"Damn!" Scout said, flying over the scene. "You missed, chunky!"

"I did not see tiny baby Scout do any better!" Heavy growled. "Warn the others that Painis Cupcake has returned! We must contain him before he can do any damage!"

Scout nodded and zipped off. Heavy went to follow Soldier, when Cheerilee stopped him. "What's going on! What happened to Soldier?" she demanded.

Heavy bit his lip, as if trying to think of an excuse not to tell her. Finally, he sighed and said, "Little teacher pony, I promise I will explain once situation is contained."

He then ran off, leaving Cheerilee worried and confused.

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

Later on...

Elsewhere...

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

Soldier slithered around town, his body making odd clicking sounds as he moved around. He paused, popping around a corner when something caught his eye.

The microphone on the podium at town hall, glinting in the sunlight. He slithered over to it, startling many ponies, and stood before it. Pinkie Pie, who was in town running errands, came up behind everypony, wondering what was going on.

Soldier stared at the microphone for a long moment. "I am PAINis Cupcake," he said to the microphone, politely introducing himself. "I will eat you," he added, smiling creepily.

He then bit the microphone, but a loud feedback whine made him jump back.

Plus, it had tasted terrible. Sticking out his tongue, he turned to slither away. He paused at the edge of the podium, his body hanging over it at an odd angle. He then turned, a new idea occurring to hm as he slithered over to the microphone again.

He grabbed the microphone, and began to sing, dancing around the stage.

"Shoop-bee-doo-shoop-shoop-bee-doo!

Call upon the Sea Ponies when you're in distress

Helpful as can be ponies - simply signal SOS

If you find you're past the drift and haven't got an oar

Count upon the Sea Ponies - they'll see you to shore

Shoop-bee-doo-shoop-shoop-bee-doo

Are you sinking fast?

Had some nasty shocks?

Feeling like all hope is gone and washed up on the rocks?

Washed up on the rocks

Shoop-bee-doo-shoop-shoop-bee-doo

Call upon the Sea Ponies when you're in distress

Helpful as can be ponies - simply signal SOS

If your rudder runs aground or seeweed holds a kelp

Count upon the Sea Ponies - they'll see you get help

Sea Ponies, Sea Ponies

Simply signal SOS, simply signal SOS

Sea Ponies, Sea Ponies

Simply signal SOS, simply signal SOS

Oh, yes!"

Several in the gathered crowd of ponies began laughing at the utter strangeness of the song. Most just applauded, not really sure what was going on but amused nevertheless. Pinkie Pie was laughing the hardest.

"Oh wow," she said, wiping a tear from her eye, "I haven't heard that one in years!"

Thunderlane, who was standing near her, blinked. "You've heard that weird song before?"

Pinkie Pie giggled. "It'd take too long to explain," she said.

Soldier, meanwhile, was bowing to the applause, when Demoman leaped up from the crowd and caught Soldier in a butterfly net. Soldier stared at Demoman, who grinned nervously.

He then grinned that creepy grin again.

"Oh me muther," Demoman started to curse. Before he could finish, Soldier began spinning around at high velocity, Demoman desperately struggling to hold on, his hooves scrabbling at the net handle to no avail. He was sent flying away, landing in a hay cart that Big Macintosh was pulling.

"HOW THE BLOODY HELL DO YE HOLD ONTO THINGS WITH HOOVES?" he snarled.

Soldier grinned, taking off the net. He cackled, and slithered away again.

Pinkie Pie giggled, and bounced off after him. "This is so cool," she said.

Medic, meanwhile, had come up just as Demoman was thrown off, watching the scene with a mix of anger and fear. "Dummkopf. How in blazes did zis happen again?" he said, mainly to himself.

Derpy looked on, worried. "What's going on? What's wrong with Soldier?"

"Ze vorld's STUPIDEST medical condition," Medic said, levitating the discarded butterfly net over to himself. "I vill explain on ze way. COME." He ran off, a worried Derpy following behind.

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

Elsewhere...

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

"...Yeah, that was dumb on our parts. Anyway, after we came back from Canterlot, Rarity, Fluttershy, and I admitted what happened to the Cakes and volunteered to make up for it. Fluttershy helped Pinkie babysit for a while, Rarity made a dress and suit for the Cakes equal to the value of the cake for free, and I did delivery and advertising for them for a few months. They're good sports (you'd have to be to put up with living with Pinkie for that long), plus winning with all the other chefs gave them a huge boost in sales, so we got off pretty easy," Rainbow Dash said, idly fiddling with a puff of the cloud she and Sniper were laying on, finishing off the lunch they had taken up there with them.

"It's good that you made up for it," Sniper said, finishing his own lunch. "Although if that cake was anywhere near as good as you said it was, I can't blame ya for wanting a taste."

Rainbow Dash grinned, looking in Sniper's general direction. "Honestly? Words can't do it justice," she said, licking her lips.

Sniper chuckled. "So how're you doing? Zecora's medicine having any effect?"

Rainbow Dash looked thoughtful for a moment. "I think so," she said. "Zecora said if it worked, my eyesight would come back all at once. She did sound pleased when I said my eyes tingled when she put the medicine on it..."

Sniper smiled. "Well, all roight then. You'll be stargazing again in no time," he said.

Rainbow Dash sighed. "I hope so," she said. "I'm getting tired of being unable to see my nose in front of my face..."

Sniper frowned, and said, "Well... Don't look at it like that. Think of it as a chance to notice things you never did before. There's a lot you miss going at Mach 2."

Rainbow Dash blinked, having never seriously considered that before. "How do you figure?"

"Smells," Sniper said. "Sounds. By sitting still in Everfree for a few hours yesterday, I could tell you in what direction to look for fresh flowers, Poison Joke, and fresh water. I also heard snakes nearby, wolves off on the distance, and ten different kinds of bugs flitting around me."

"Wow..." Rainbow Dash said softly. Normally sitting still was anathema to her, but hearing all that...

Sniper smiled. "There's a rainstorm set up for next week," he said. "Try sitting out in it, seeing what you can hear."

"...Sitting out in the rain? Are you kidding me?" Rainbow Dash asked incredulously.

Sniper grinned. "Sometimes on me sniping missions, I'd have to stand still for hours in storms just to wait for the target to get in my crosshairs. Bugs would end up crawling all over me, but I'd never move until the job was done."

"Bugs crawling over you? Ewww..." Rainbow Dash said, giggling.

At which point, both of them heard a commotion down in Ponyville.

Rainbow Dash blinked. "...Either I'm hearing things or Soldier just called himself Penis Cupcake," she said, giggling little.

Sniper blinked. "Pen... PAINIS. Oh BUGGER," he groaned.

Rainbow Dash stood up, ready to help in whatever way she could. "What's wrong?"

Sniper groaned. "Solly's... got this condition. If he gets knocked on the head in a certain way, he turns into this weird bugger that calls itself Painis Cupcake. He starts bein more random than ever, defying the laws of physics in ways that would make Pinkie wonder what was going on, and just introduces himself and says he's gonna eat you."

Rainbow Dash blinked. "Has he ever actually eaten anyone?"

Sniper began shaping a scope out of the cloud they were laying on. "Not that we know of," he said. "It's just he's a damn, bloody headache to catch and knock the sense back into. He could literally pop up anywhere." He began looking around, trying to spot Soldier.

He found him when Soldier landed on the backs of the two pegasi, one foreleg draped over each of them.

"I am PAINis Cupcake," Soldier said, politely introducing himself. "I will eat you," he added, smiling creepily.

"What the..." Rainbow Dash started.

"Oh BUGGER!" Sniper said, turning to punch Soldier in the face.

Soldier dodged the clumsy swing, grabbed both of them by the tail with his mouth, and threw them down towards the ground. They did not have far to fall, fortunately, flying through the open window of a shop and landing in a vat of lemon jelly.

Sniper spat. "Lemon? Who bloody likes lemon jelly?" he muttered as he clambered out.

"I'm just glad Hugh likes to leave his windows open," Rainbow Dash muttered as she climbed out, shaking off the excess goo.

"You okay?" said a voice. Sniper turned to see a gray pegasus with a jelly jar Cutie Mark come upstairs. A concerned look was on his face.

"We're fine, mate," he said. "That there vat of jelly saved us from a rough landing. You'd be Hugh, I take it?"

The pegasus blushed. "Y-Yeah... I'm Hugh Jelly. Biggest jam seller in Equestria. Did... Did you land in THAT vat?" he said, gesturing to the vat they just climbed out of.

Rainbow Dash suddenly looked ill. Sniper frowned, nodding. "We did. What of it?"

Rainbow Dash gagged. "That was one of your 'personal use' vats, wasn't it?" she asked.

Sniper blinked. "'Personal u...'" he trailed off, an expression of horror coming across his face.

Hugh blushed and gestured to the opposite end of the hall. "Shower's that way," he said, grinning weakly.

"Guuuugh..." Sniper muttered, his brain trying and failing to process the imagery trying to force its way in.

"I must be getting used to this," Rainbow Dash muttered, "Now I just don't want to touch lemons for a month this time, instead of all forms of jelly..." She shook her head, leading Sniper down the hall, feeling her way along with a hoof, thanking Hugh for his courtesy.

Sniper eventually gave up trying to process the idea of jelly being used for 'personal' reasons. He just knew that he was going to HURT SOLDIER once he was cleaned up.

Soldier, meanwhile, had fallen from the sky and landed harmlessly on a random pillow. A little lumpy though. He looked down, and saw that the random pillow was actually a heavily muscled pegasus with absurdly tiny wings. The pegasus grumped, and tossed Soldier off of him, snarling and flexing.

"You want a piece of me?" Horse Power roared, flexing and bouncing his pecs. "Let's do it! YEAAAAAAHH!"

Soldier just grinned. "I will eat you," he said.

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

Moments later...

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

"YAAAAAHHH!" Horse Power wailed, fleeing for his life, bite marks all over him as Soldier slithered after him, cackling madly.

He stopped abruptly when he crashed into the living wall that was Heavy.

"PAINIS!" he bellowed, several nearby mothers covering their children's ears in confusion. "YOU WILL STOP NOW AND BE TURNED BACK TO SOLDIER!"

Soldier stared at him for a long moment, blinking rapidly. Heavy fidgeted nervously. Heavy blinked... when he opened his eyes again, Soldier was right in his face, looking at him eye to eye.

"I will eat you," he said, producing a frying pan out of nowhere and clobbering Heavy with it. Taken completely off-guard, Heavy collapsed, landing in a large heap. Soldier grinned, pulling a silver platter out of nowhere and putting Heavy on it.

At which point 'Heavy' disappeared, revealing a metal box trap that quickly snapped up and engulfed Soldier completely.

Engineer, Twilight, Scout, and Barricade came out from behind the bushes they were hiding behind, Engineer admiring his work.

"Not bad, hardhat," Scout said, fluttering over the trap as Soldier bounced around inside him.

"Thanks fer helpin' me make it so quickly, Twilight," Engineer said, tipping his hardhat to her.

"Will it hold him?" Barricade said as the rest of the members of BLU made their way over, Derpy, Rainbow Dash, Pinkie Pie, Cheerilee, and Rarity following.

"Long enough," he said. "Lemme explain what's going on." He told them what Sniper had told Rainbow Dash, and how they had dealt with it before.

"If we conk him hard enough with the same thing that hit him," Engineer said, "We can snap him back to normal. What was it that hit him?"

Derpy grinned weakly. "An entire shipment of frying pans that my boss accidentally dropped on him," she said.

Cheerilee shook her head. "Sweet Celestia..."

Engineer facehoofed as Pyro giggled. "All right," the Texan pony said, "Let's get the pans and get ready to drop them again..."

"That's a good plan," said Soldier.

"Thanks. I..." Engineer started. He froze, and whirled, seeing Soldier there, grinning that creepy grin at him.

"I am PAINis Cupcake," he said, introducing himself politely. "I will eat you."

All of BLU dogpiled him, doing their best to subdue him, disappearing in a huge cloud of dust as they attacked. Barricade, Pinkie, and Rainbow Dash jumped in to help, the dust cloud getting bigger, Rarity, Cheerilee, Derpy, and Twilight watching nervously, wondering how they could be of some help.

Soldier, who had gotten out of the dogpile early on, appeared behind Derpy. He tapped her on the shoulder, startling her. "I am PAINis Cupcake," he said, politely introducing himself and stopping the brawling immediately.

To everyone's surprise, Soldier didn't finish his usual introduction, instead staring intently at Derpy, the gray pegasus shifting nervously under his gaze.

Finally, after a long moment, Soldier said, "I will SMOOCH you."

Before anyone could react, he grabbed Derpy and swept her off of her hooves, locking the pegasus in a passionate kiss. Derpy meeped, going stock straight, her wings fluffing out as her eyes straightened out from sheer shock. As if on cue, dramatic romance music began playing out of a nearby radio.

The BLUs all stared in shock. Soldier's Painis Cupcake persona had never done this before.

"Zis is new..." Medic said.

"What?" Rainbow Dash asked in frustration. "What's going on?"

"Soldier just planted smooch of lifetime on silly eyes pony," Heavy rumbled, impressed.

After a few moments, Derpy relaxed into the kiss, moaning softly and closing her eyes. After a long moment, Soldier broke the kiss with a loud, comical "MWAH!" He gently set Derpy down, and looked thoughtful. "Hmm! Muffins!" he said, cackling and pirouetting away before everypony could get over the shock.

Derpy lay on the ground, her wings fluffed out fully, a bright blush on her face. "Deeeerp..." she said, her voice a soft moan.

Rarity shook her head. "Well, this is rapidly getting bizarre..." she said.

Demoman grumbled. "We'll never catch him at this rate..."

Pinkie Pie looked thoughtful for a moment, which was unusual for her. "I think I may have a plan!" she said. "And if it works, it will be super-splenderific!"

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

Five minutes later...

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

Pyro giggled, bouncing around as she helped Pinkie set up streamers. The other BLUs just stared at Pinkie incredulously as Derpy, Twilight, Rarity, and Rainbow Dash (with the help of the two unicorns) set up decorations. Cheerilee had politely excused herself, having students to take care of.

"The Cakes told me," Demoman said softly, shaking his head. "But I did'nae believe it..."

"...So, lemme get this straight," Scout said after a moment. "You have supplies set up all over town for emergency parties."

Pinkie nodded. "Well, sure. You never know when someone has a birthday coming up, or an anniversary, a baby shower, anything like that."

"...That makes more sense than it should," Engineer admitted.

"That is so frickin' awesome," Scout said, coming to help.

There wasn't that much to do anyway. Pinkie Pie's Patented Pony Party Panzers had set up most of the party in seconds, the refrigerated party cannons shooting out cupcakes and other treats, a bowl of punch defrosting in the sun.

Barricade, for her part, thought the whole thing was hilarious. "I haven't had this much fun in years!" she said, guffawing. Heavy shook his head at her, still having trouble with the idea that there was a female as big as he was out there.

Once the party was completely set up, Pinkie had everyone hide. She went into town, looking for Soldier, finding him clinging to a wall, staring down at Berry Punch, who just stared right back.

Pinkie waved to Soldier, who turned to look at her with a pop. "Hi!" Pinkie chirped. "I made a party just for you! If you come out to the edge of Everfree Forest, there'll be cake, and cookies, and punch, and presents!"

Soldier seemed interested, so he followed Pinkie Pie out, bouncing along with her.

Berry stared after them, watching them leave. She then promptly returned home and poured out the bottle of Absinthe she had been drinking earlier.

Pinkie and Soldier bounced out to the party... at which point all the BLUs jumped him again. Pinkie looked offended as her party decorations and treats got torn up by the brawling, but it seemed to work this time. Soldier struggled in their grasp, each one of the BLU ponies on top of him, holding a part of him down.

"BARRICADE!" Spy shouted, "Hit him as hard as you can with one of the tables!"

"On it," the massive pegasus said, lifting up one of the tables as easily as if it were made of paper.

At which point Soldier screamed, UberCharging himself.

The resultant explosion, followed by Soldier's echoing cackling, could be heard all the way back in Ponyville.

Soldier fled, laughing madly. The BLUs and ponies lay in the scattered wreckage of the party, in varying states of disarray. Rarity, picking herself out of the pile of cupcakes she had landed in, politely excused herself, deciding she was going to the spa and stay there until this nonsense was over.

"...I'm gonna go with, Rare," Rainbow Dash said, surprising everyone.

"...Are you sure, dear?" Rarity asked.

Rainbow Dash nodded sadly. "I'm... I'm no good to anyone like this. I'm just in the way..."

Pinkie and Twilight hugged her tightly, which cheered her up a little as she left, following Rarity back into town.

Sniper frowned. "I still got some work to do to build up that sheila's confidence..."

"She isn't really your responsibility, Sniper," Medic said, pulling himself out of the tree he had landed in after the explosion.

Sniper shook his wings out, stretching. "Maybe. But she fought with us during the Nightmare Dog attack, and when Masky Pegasus attacked the town. That makes her as good as me mates in my eyes. And I never leave me mates in the lurch."

"Sniper is credit to team," Heavy said, jovially patting Sniper on the back.

Barricade stared at the BLUs with growing interest, intrigued by how such a group of different ponies got along so well...

Twilight and Pinkie talked amongst themselves for a long moment, and Pinkie nodded, going over to the dazed Derpy and convincing her to leave. She clearly didn't want to, but she was bruised up from the fight. Medic healed her and gave her one of the painkillers from the bottle he kept in his pocket.

"You get Soldier back to normal, okay?" Derpy insisted.

"I assure you, Fraulein, zat ve vill do vhatever ve can for our teammate," Medic said, nodding.

Derpy frowned, but seemed reassured, reluctantly leaving with Pinkie. Twilight came up to the rest of the BLUs as they picked themselves up.

"All right... I'm running out of ideas, here. How do we stop Painis Cupcake and get Soldier back?" she asked.

Spy looked thought for a moment. "Well... Zere is one way that's been one-hundred percent effective so far..."

Demoman suddenly looked ill. "NO! I REFUSE!"

Sniper shook his head. "Mate... I know you don't like doing it, but we're in kind of a bind here..."

Demoman shook his head, folding his forehooves and turning away.

"Ve need you to do it, Demoman!" Medic insisted. "It may be ze only vay!"

"But it's STUPID!" Demoman whined petulantly.

"Sometimes stupid works," Scout said, shrugging.

"You'd know, wouldn't ye, laddie?" Demoman snarked.

"Hey hey," Scout protested.

Heavy stomped a hoof down in front of them. "Fight later. Painis Cupcake went into attack mode. That means situation is escalating. WE NEED DEMOPAN NOW."

Twilight and Barricade traded confused looks.

Demoman sputtered in protest for a moment, and sighed. "Fine... bloody stupid, this whole thing is... I need a set of shuttered sunglasses, a tricorne hat with a toy treasure chest on the top, a wooden shield, a frying pan, and a shako."

Twilight blinked. "A shako?"

Barricade nodded. "I know what he means," she said. "I saw one in a store that sells band supplies while we were chasing Soldier through town."

Twilight nodded. "I can get the shades, shield, and the hat from Pinkie. I'll see if I can catch her before she gets Derpy home. And I doubt those frying pans that started this have been fully cleaned up already, so I can get one from there."

Engineer blinked. "...Why would Pinkie know where to get mirrored shades, a wooden shield, and a pirate hat with a toy treasure chest on it so quickly?"

Twilight paused, and chuckled, staring at Engineer. "You've witnessed one of her instant parties in action and you doubt that she has a supply of these stashed away in case of an emergency?"

Engineer fumed. "Why does she even have those stashes?"

Twilight grinned. "It's Pinkie," she said, as if that were a perfectly reasonable answer. "I've given up trying to figure out how physics works for her. Better for my health."

Engineer fumed, biting his lip to keep from snarling. Pyro giggled and nuzzled him. "You're cute when you get all scrunchy-mouthed like that," she teased, Engineer blushing a little.

Barricade shook her head. "And here I thought my royal guard job was interesting..."

Demoman just sighed. "This is so bloody stupid..."

"What is this whole 'Demopan' thing?" Barricade asked.

"You'll see," Medic said. "If it vurks, then the Painis Cupcake persona will burn itself out trying to fulfill a condition that can't be fulfilled."

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

Twenty minutes later...

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

Soldier slithered around town, feeling like he was ready for anything. The Painis Cupcake persona was in full effect, and he was determined to actually eat someone this time.

Then he noticed the weird thing in the center of town.

Soldier slithered up to it, blinking.

It looked like the explodey meal, but it had on a nifty had and shades, a shield on its foreleg, and was holding a frying pan in its mouth. Soldier started to introduce itself, when the meal in the nice hat dropped the pan, reaching behind it and producing quite possibly one of the best hats he had ever seen.

"Stout Shako for two refined!" Demoman said, cursing how stupid he felt wearing the hat and shades.

"Ooooo..." Soldier cooed, grinning.

From their hiding place with the BLUs, Barricade and Twilight stared incredulously. "That's your big plan?" Twilight asked.

"Yes," Heavy rumbled, smirking. "Painis will not be able to find metal, and will burn out, reverting back to Soldier."

Neither of them noticed Cheerilee overhearing them, getting a thoughtful expression on her face, and running off.

Soldier began looking around frantically, spinning around faster and faster as he tried to find metal. And then he stopped, grinning widely and running off. Demoman blinked, and looked worriedly to the other BLUs. A minute later, Soldier came back, dropping two large metal girders in front of Demoman.

"Stout Shako for two refined," Soldier said proudly.

Demoman gave a frightened look to the other BLUs, who were flabbergasted by this turn of events.

"How did...!" Scout stammered.

"What... What is..." Heavy stammered.

"Zis... He's NEVER..." Spy stuttered.

"Oh bugger me," Sniper moaned.

"Where did he get the metal!" Pyro almost shrieked.

A look of dawning horror came Engineer's face. "The construction site!" he moaned.

"Wow..." Twilight said softly. "Even the Cutie Mark Crusaders never failed this epically."

Barricade glared at them. "Now what, geniuses?"

Medic shook his head. "I... I don't know! Painis has never actually come up with ze metal before!"

"Stout Shako for two refined," Soldier repeated insistently.

Demoman gulped, and grinned nervously, handing over the hat. Soldier giggled, and put the hat on over his helmet. He then grinned creepily at Demoman, who backed away nervously.

Cheerilee tapped him on the shoulder, Soldier turning towards her in confusion.

"Lassie, get back! It's dangerous!" Demoman said.

Cheerilee ignored Demoman, smiling brightly and waving to Soldier. "It's nice to meet you. I'm Cheerilee. I'm a teacher at the local elementary school."

Soldier nodded, and politely introduced himself. "I am PAINis Cupcake. I will eat you."

But at the exact moment Soldier said You, Cheerilee brought up a mirror she had been hiding behind her, so that Soldier said the last word to his reflection.

The Painis Cupcake persona was fairly simple-minded. So when he found himself suddenly speaking to his reflection, he was somewhat confused. Cheerilee looked out from behind the mirror and said, "You're going to eat yourself? That's an interesting trick."

Soldier's simplified Painis mind was spinning as he tried to process this. The concept confused him so badly that steam started coming out of his ears, as if pressure was building up in his brain. Finally, with a whistling pop, his helmet and the shako flew off of his head. His helmet landed back on his head as he collapsed, the shako landing nearby.

The BLUs, stunned, came out of their hiding places, staring at Cheerilee.

Cheerilee smiled. "Well... You mentioned that this always worked. Considering how the day had been going, I guessed that this plan would fail too. But you did say it worked, so I figured that an overall logical paradox would produce the same effect as the situational one," she explained.

Engineer grinned. "That's... That's pretty clever, actually."

"Indeed, Fraulein," Medic agreed, nodding, turning his healing beam on Soldier to heal the injuries he received throughout the day. "It seems zat the kinder have a rather talented teacher."

"I've always thought so," Twilight said as she came up to join them.

Cheerilee blushed. "Well... Just so long as he's okay..."

As soon as the words left her mouth, Soldier started to stir. "What... What in blazes?" he said, looking up at all the others. "Ow,... Stupid pans falling on me..." He stood up, rubbing his temples. He looked up at the clock, and frowned. "Damn it, I lost the whole day!" He turned, noticing Cheerilee. "I'm sorry, ma'am, it won't happen again!" he said, saluting.

Cheerilee chuckled, saluting back. "Don't... Don't worry about it."

Soldier trotted off, grumbling to himself. "Well, at least I'm not too late to help Derpy with dinner later tonight..."

Barricade blinked. "...Is he even aware of what he did today?" she asked.

Sniper shook his head, sighing. "He never remembers. It's been... frustrating to deal with..."

Spy turned to the gathered townsponies, including Horse Power, Hugh Jelly, Raindrops, and Special Delivery, who had come up to watch the finish. "I am truly sorry, fillies and gentlecolts," he said, bowing grandly. "I realize that this was a rather strange circumstance..."

"Actually..." Cheerilee said, "...Actually, not counting what Discord did, this is far from the weirdest thing ever to happen in Ponyville. And that includes before Twilight arrived."

The gathered Ponyvillians all nodded in agreement, chuckling as they remembered their own experiences.

Twilight chuckled. "I didn't really believe some of the stories myself, at first. Then I started living here," she quipped.

Scout blinked. "So wait," he said, "Weird stuff like this is common?"

"Yeah, pretty much," Hugh Jelly said.

"It's amazing what you can get used to," Special Delivery said.

"Sounds about right," said a pear seller.

"YEEEAAAAAHHH!" Horse Power said, flexing.

Scout stared at the muscle-bound pony. "...Was that really necessary?"

"YEEEAAAAAHHH!" Horse Power said, flexing.

Scout shook his head. "Lemme guess. That's your response to anything you like, right?"

"YEEEAAAAAHHH!" Horse Power said, flexing.

"Does it bother you that your life is just one extended running gag?" Scout asked.

"Actually," Horse Power said in a surprisingly cultured voice, "I find it quite fulfilling and amusing. Also, YEEEAAAAAHHH!"

Scout cracked up laughing.

Barricade shook her head, removing her helmet, startling everyone with her resemblance to Fluttershy. "And here I was worried my little Flutters wasn't doing anything interesting with her life."

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

That evening...

Books and Branches Library...

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

"...Sounds like Trixie missed a rather exhausting misadventure," Trixie said, reshelving several books.

Twilight smiled. "It wasn't that bad, looking back. Just... bizarre."

Trixie shook her head. "Suddenly the Lucky and Blessed Trixie is grateful that she was helping the farmer crunch numbers earlier today. It's hard enough to be as Great as Trixie prefers to be without chasing after the lunatic split personality of a lunatic."

Twilight sighed. "It's over now, and no one got too badly hurt," she said. She paused, and added, "Well, Rainbow's pride got a badly wounded, but for some reason I trust Sniper when he says he can help her..."

Spike rubbed his chin thoughtfully. "Derpy seemed REALLY glad that Soldier was back to normal," he said.

Twilight quirked an eyebrow. "He saved her and Dinky during the Nightmare Dog attack. It's only natural she'd be concerned for him."

Medic, who was calmly leafing through a medical journal he had discovered while dusting, said, "Vhat I think your companion is implying is that Fraulein Derpy may be developing stronger feelings for mein freund."

Twilight blinked. "You think so?"

Trixie shrugged. "It could be. Soldier DOES have a rugged charm about him," she said, blushing a little.

Medic quirked an eyebrow. "Come to zink of it, Soldier has been talking about her qvite a lot lately..."

Twilight looked thoughtful for a moment, and grinned. "Well, who knows what may come?" she said neutrally, although in both her mind and Medic's, the same thought passed through.

What happens when/if the BLUs have to leave?

The four of them finished their chores, and prepared for bed. Trixie preferred to remain in her cart, which was parked off to one side of the library, while Medic, Spike, and Twilight went to their own rooms. Twilight snuggled down under her blankets, deciding to put aside the negative thoughts of the day in favor of sleep.

And as she slept, she dreamt.

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

Twilight's dream...

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

Applejack struggled to get away from the monster. Whimpering, she pulled herself along on her forelegs, her hindlegs having been hacked off brutally. Tears streamed down the cowpony's face as she trailed blood along the floor, desperate to get away from the fiend that had mutilated her.

"Twilight..." she begged, looking back at her tormenter. "Please... Don't do this..."

Twilight Sparkle just smirked, her expression calm, almost serene, even with the splatters of blood on it. "Oh Applejack. My dear, dear friend Applejack. You don't understand," she said, chuckling softly. "I HAVE to do this. To get all the Elements of Harmony for the Princess again, I have to break them all free from us."

Applejack's breath was coming in labored gasps. Her head spun from the blood loss, her body wracked with pain. "The others..."

"Are already dead," Twilight said, her cruel grin widening, the hacksaw she had used to cut off Applejack's hindlegs floating above her, dripping with Applejack's blood.

"Applejack?" said a soft, sleepy voice.

Twilight grinned. "Ah, the final actor in our little play," she said.

Applejack's blood froze when she recognized the voice. "Apple Bloom, get away!"

Twilight grabbed Applejack with her magic and dragged her back towards her, straddling her as she put the saw at Applejack's throat. "Sssh," she said. "No need to give the ending away."

Apple Bloom, confused, ran towards her sister's room. She looked in and gasped in shock, staring at the horrific tableau before her. Her older sister, mutilated with tears streaming down her face, her hindlegs laying in one corner of the room. Twilight, a cold grin on her face, with a saw at her sister's throat.

"Good to see you, Apple Bloom," Twilight said, chuckling viciously. "Now, Applejack, I want you to do something for me. Break your connection to the Element of Honesty by telling the biggest lie of your life. Lie to your sister. Tell her everything's going to be all right."

Apple Bloom, sobbing, tried to come forward.

"STAY BACK!" Applejack yelled. She tried not to think of why Big Macintosh or Granny Smith hadn't come yet. She tried to force herself to believe that they were all right, that Twilight hadn't gotten to them before getting to her. But as she looked up at her former friend, at the coldness in her eyes, she knew... she knew what she had done.

Applejack looked back at her sister, who was sobbing and huddled up against the doorway. "Applejack... What... What's going on? What do I do?"

Twilight just grinned at Applejack. "Tell her."

Applejack wanted to tell Apple Bloom the truth. She wanted to tell her to run, to get someone, ANYONE to stop Twilight.

The only thing that came out of Applejack's mouth was an agonized smile, and the words, "E-Everything's going to be just fine, sugar cube. Don't worry!"

It was the biggest, cruelest lie Applejack had ever told. Twilight groaned almost orgasmically as she felt Applejack's connection to her Element sever.

"Beautiful..." Twilight said, tearing the saw into Applejack's throat.

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

Twilight's room...

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

Twilight woke up screaming, thrashing about in her bed. Medic and Spike rushed to her side, trying to calm her.

"Fraulein, is it just a dream!" Medic said.

"Please, Twilight," Spike said, almost sobbing in fear for her, "just stop! You're all right!"

Twilight suddenly froze, staring at them as if she realized they were there for the first time. "I..." she stammered, tearing streaming down her face, "I have to get to Applejack."

She vanished in a flash. Trixie came in, a confused look on her face. "What's going on?" she snapped. "The Tired and Really Annoyed Trixie needs her beauty sleep!"

Medic frowned for a moment, thinking. "Spike, write a letter to Princess Celestia," he said. "Tell her vhat happened und tell her to bring Twilight's parents to Sveet Apple Acres. NOW."

Spike eeped, nodding, "Right," he said, grabbing a scroll and hastily writing a letter.

Trixie blinked. "What's wrong? Why do Twilight's parents need to go to Sweet Apple Acres?" She looked around, noticing Twilight was missing. "Where is she, anyway?"

Spike finished the letter, his writing shaky from how afraid he was for Twilight. He sent it off in a puff of smoke, Medic picking him up and putting him on his back. "Trixie," Medic said, "I do not no vhere Sveet Apple Acres is. I need you to take me zere NOW, as fast as you can."

Trixie frowned, but nodded. "C'mon," she said. "I know a short way."

They ran through town, passing by Sugar Cube Corner. As they did, Pinkie, who had been getting a late night snack, saw them running and began bouncing alongside them, giggling.

"What's up, guys? Going for a late night job?" Pinkie asked.

Spike shook his head. "Twilight had a bad nightmare. She teleported to Sweet Apple Acres to see Applejack."

Pinkie blinked. "A nightma..." she started to say, freezing in place. A look of horror came over her face, her hair deflating and her colors fading. "Oh no... Oh no no no no..." she moaned, tears flowing down her face, running after the others.

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

Canterlot...

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

Celestia, who had finally fallen fitfully asleep after a long, hard day, was a little surprised when a letter appeared in front of her, the flash startling her awake. She opened the letter, only to find Spike's hasty scrawl. She read it... and vanished in a flash, reappearing in the bedroom of Twilight's parents, Nightlight and Velvet.

"What... Princess Celestia!" Nightlight stammered.

"This is quite the honor," Velvet stammered, starting to get up to bow.

"Save it," she said, "And come with me." She showed them the letter. "Your daughter needs you."

The two unicorns read the letter, worry filling their expressions.

"Take us to her," Velvet said.

Celestia teleported them all in a flash, the three of them reappearing in Sweet Apple Acres, where Engineer, Heavy, and the Apple family were gathered around a sobbing Twilight, who was hugging Applejack tightly, unwilling to let go.

"Ah'm okay, sugar cube," Applejack was saying, stroking Twilight's mane. "See? Both Bucky McGillicuddy and Kicks McGee are right where they're supposed to be."

Everyone turned at the sudden arrival of the Princess and Twilight's parents. Twilight stared at them, confused for a moment... and then hugged her mother tightly, sobbing into her chest. Velvet hugged her tightly, Nightlight joining in as well. "It's all right now," she said. "Mommy and Daddy are here. We won't let anything bad happen to you."

"It's not me I'm worried about," Twilight sobbed.

Celestia hugged her student, gently kissing her on the forehead. She then turned to the others. "What happened?" she demanded.

Applejack hugged her sister, who was sleepily laying against her, worried for Twilight but visibly tired. "Twilight had a nightmare. A REAL BAD nightmare. One where... actually, Apple Bloom, why don't y'all go to bed?"

Apple Bloom yawned. "You sure, Applejack?"

Applejack smiled. "Twilight's a might shook up, but her folks and the Princess herself are here. We'll make sure she's okay," she said.

Apple Bloom looked doubtful. But Granny Smith picked up on the hint, and gently guided Apple Bloom back to her room, leaving Applejack and Big Macintosh with the Princess.

Once she was certain Apple Bloom was out of earshot, Applejack continued. "Twilight had a dream where she tortured and killed me, cuttin' off mah back legs with a hacksaw and then cuttin' mah throat, makin' Apple Bloom watched. Apparently, in the dream, she had already killed the others on your orders."

Celestia was horrified by the mirror suggestion that she would ask Twilight to do that. Twilight sobbed even harder, burying her face in her mother's chest. Princess Celestia, Velvet, and Nightlight looked horrified. "By the sun's light..." Velvet said softly. She hugged her daughter tightly. "It was just a dream, sweetie. You're not like that."

"You're NOTHING like that," Nightlight said, caressing his daughter's mane. "You are our most wonderful daughter, one of the most loving ponies in the world."

Twilight sniffled. She was still crying, but no longer openly sobbing.

Princess Celestia joined in the hug. "Such a horrible dream... But that's all it was, Twilight. A dream. It is as your parents said. You are no monster. I would never ask you to do that, and even if I did, I know you'd never do it, and openly oppose me. My little pony, you are my precious student and a loving daughter to these two wonderful unicorns who love you with all their hearts. You are worthy of the Crown of Friendship, even moreso than I was. Never doubt that."

Applejack fidgeted nervously for a moment, and added, "Princess... Pinkie Pie had a dream like that earlier this week."

Celestia looked up, startled. "What?"

At that moment, Trixie, Medic, Spike, and Pinkie arrived at the farm house, Spike knocking desperately on the door. Heavy went to let them in. "Little sparkle pony is inside," he rumbled, Spike pushing by him to get to Twilight. "Princess and sparkle pony's parents are there as well."

Medic sighed in relief. "Good, she got ze letter," he said.

"What's happening?" Trixie demanded. "What's wrong with Twilight?"

"A bad dream..." Pinkie said softly. "And if it was anything like the one I had, then it probably tore a hole in her heart like it did me..."

Trixie blinked in confusion. How in blazes could a simple nightmare cause all this?

Heavy led the three of them inside. Twilight had seemingly calmed down, but she was still crying, still clinging to her parents. Spike had joined in on the hug, Twilight hugging him tightly. Engineer was off to one side, a thoughtful expression on his face.

Pinkie immediately ran up to Twilight, hugging her, Twilight hugging her back.

"Oh Twilight..." Pinkie sobbed. "You did have a dream like mine, didn't you?"

Twilight hugged her tightly. "It was awful... I..." she broke down crying again, hugging her friend tightly.

Medic bowed to Celestia. "I'm glad you got mein letter, Princess," he said.

"For my precious student, of course I would come," Celestia said.

Engineer then spoke up, startling everyone. "...I have a really bad theory, but ah need some confirmation... Pinkie, I know you probably don't want to be reminded... But could y'all tell me about the dream you had?"

Pinkie whimpered, shaking her head desperately. "Please no..."

Applejack went over and hugged her. "If it's all right, sugar cube, I can tell. Y'all don't have to bring it up again."

Pinkie Pie hesitated, but nodded. Applejack nodded as well, gesturing for everyone to follow her into the next room, Medic, Trixie, Heavy, Engineer, and Celestia going with them. Big Macintosh stayed with Twilight and her family, smiling warmly and saying, "If'n y'all would like to stay here tonight, we can rig somethin' up for ya. There's an unwritten rule here at Sweet Apple Acres, and that's to give anyone that needs it a place to stay when they need it."

"Thank you, Big Macintosh," Velvet said, smiling.

In the next room, Applejack sighed, and said. "All right... First, for those that just got here, lemme explain Twilight's dream." She quickly gave Medic and Trixie a summary.

Trixie stared in shock, her eye twitchiing. "By the moon's light, that's awful... Even Trixie would be broken by that..." she said.

Applejack shook her head. "Pinkie's dream was just as bad. In it, she drugged Rainbow Dash and dragged her to this underground dungeon. She slowly ripped out her guts and ground 'em up, makin' them into cupcakes, cuttin' off Dash's Cutie Mark and stichin' it into a dress. The whole time, she was laughin' and treatin' the whole thing like a party..."

"Bozhe moi," Heavy said softly. "Even Doctor at his worst wouldn't do that."

Medic just kept silent, glad his friend thought so highly of him.

Celestia's face tightened in anger. Engineer frowned, nodding. "Friendship broken... and laughter turned into madness..." he said softly.

"These dreams... They're too specific in the details," Celestia said.

"What's wrong?" Applejack asked. "What's too specific?"

"...If I'm right, then these dreams are direct attacks on the Elements of Harmony. And there's gonna be more," Engineer said.

Trixie and Applejack paled. "...Trixie realizes how petty this sounds," the blue unicorn said nervously, "But do you think that we three unawakened elements will be targeted as well?"

Engineer frowned. "Ah can't honestly say. But if mah theory is correct, then we'll know for certain if Rainbow Dash, Fluttershy, or Derpy has a nightmare next."

Celestia sighed wearily. "The best we can do for now is see to Twilight and Pinkie's mental health. These dreams were a corruption of their Element of Harmony. And we must make sure that whomever is sending them is stopped. This reminds me far too much of the time before my sister became Nightmare Moon. And I refuse to let that happen again."

TO BE CONTINUED...