Waking Nightmares

by Jonathan "KnightMysterio" Spires

Chapter 9: Tick Tock Goes The Clock Part 2

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

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Doctor Whooves's lab...

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Medic, Engineer, Rarity, and Minuette ran up to the old shed on the edge of town. Minuette started to go in, but Engineer stopped her.

She gave him a murderous look. "The Doctor's in danger. I'd advise you not to get in my way," she growled.

Engineer, who put up with Soldier's threats for years, didn't even register the menace in her tone. "Just listen," he said.

Minuette frowned, shaking her head. "I can't hear anything," she said. And then she realized what that could mean, her eyes widening in fear.

"Somethin's very wrong," Engineer said. "Rarity, get the others. Me, Minuette, and the doc will go in and check this out."

Rarity frowned. "But what about you?"

Medic turned his healing beam on Engineer. "I have un UberCharge partially built up," he said. "If push comes to run like hell, I vill Uber us und get us to safety."

"We'll be fine," Engineer said. "But we'd be a lot finer if you'd get the fighters."

Rarity frowned, but nodded, galloping off to seek the others. Minuette paced nervously. "We need to go check on him... I have to know if the Doctor's all right..." she said.

Engineer nodded. "Let's move in, but carefully. From what you described, something other than death might have happened to him..."

Minuette shivered for a moment and shook her head. "No. No, he's fine," she said as they slowly walked into the lab. "He has to be..."

"Doctor Whooves means a lot to you," Engineer said softly, "doesn't he?"

Minuette, her voice now holding a trace of an accent both Engineer and Medic recognized as British, shook her head and chuckled. "You have no idea..."

"And it'd take way too long to explain, anyway," said a voice from within the shadows of the laboratory. Engineer, Medic, and Minuette went back-to-back, looking frantically around. From the darkness near the back of the lab emerged a massive figure, clad in makeshift armor that, to Minuette's eyes, vaguely resembled a more masculine version of Nightmare Moon's helmet and harness. Its coat was dark black, its mane and tail flowing, showing vague, shadowy images of what Engineer and Medic guessed were Equestria's past and future.

Minuette, despite the changes, could see something familiar in the creature. "...Doctor? Doctor, is that you?"

"Indeed," he said, idly adjusting his bow tie. His voice now felt more natural coming out of his mouth, and carried the same British accent Minuette's now did. "Like the new mane? A last minute change as my transformation completed itself. As it turns out, what was happening to me was something... rather glorious, wouldn't you say?"

Minuette shook her head. "Doctor... Doctor, we need to get you help..." she said, the light blue unicorn stepping forward, smiling nervously.

"Stay in formation," Engineer snapped. Minuette, intent on the grinning, evil thing that used to be Doctor Whooves, ignored him.

"Help?" the former Doctor Whooves said, chuckling wickedly. "I am immortal again, dear Riversong. And I have more power than I ever did as a mere Time Lord. I'm the Nightmare Doctor now. So bow down, little girl."

Before Minuette or the two BLUs could react, Nightmare Doctor seized her with his magic and forced her to look into his golden eyes. His mane and tail shifted, rapidly showing images of a blonde human-like woman at various points in her life. "Tick tock goes the clock, o'er the years we fly. Riversong, now Minuette, live each life you die," Nightmare Doctor intoned.

Golden light shot from Nightmare Doctor's eyes, lancing into Minuette's. She convulsed, making a strangled sound, her eyes rolling back into her head as she went limp in his magical grasp. Nightmare Doctor laughed viciously, tossing her aside.

Not good, both Medic and Engineer thought at once, both of them steadily backing away. "What did you do to her?" Medic demanded.

Nightmare Doctor, his mane and tail back to showing only vague images, chuckled. "There are infinite possibilities out there. Infinite universes infinite variables," he said. "Minuette and I were firmly ready to believe you were from another universe, as we were as well before circumstances forced us to become stranded in this one, turned into mortal ponies and forcing us to take up new lives. My dear Minuette, whom used to go by the name Riversong, is now experiencing the the last few minutes of life of every version of herself that died a horrible, agonizing death, ones that she didn't regenerate from. At the same time, on eternal repeat." He chuckled cruelly. "I wonder how long it will take for her to lose herself completely in all those terrible, terrible memories?"

Medic and Engineer both looked over to Minuette's limp, twitching form, her eyes wide open and staring. The mad doctor and the machinist looked at each other, looked at the grinning Nightmare, and made a tactical battle decision.

They ran for it.

Nightmare Doctor laughed, the sound echoing over the entire town, sending chills down everypony's spines..

And all the while the drumming in his head went on, drowning out the desperate, despairing screams of his true self, trapped inside his mind.

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Sugarcube Corner...

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Demoman was behind the building, admiring his work. An array of fireworks lay out before him, all of varying sizes and shapes. Mr. Cake looked over them nervously, Pound Cake sitting on his back and watching with curiosity.

"Seems you've been busy," he said.

Demoman chuckled. "People think it's so bloody easy," he said. "But it takes time and precision te make a decent explosive from scratch, one that won't blow up when ye bloody sneeze on it. Especially fireworks. Ye just have te make sure ye have all yuir mixtures in the proper proportions." He scratched his chin with his hoof. "Almost like cooking, in a way."

"Except my cakes don't blow up," Mr. Cake said.

"What about that one time with the chocolate, popcorn, taco sauce, and the avacado cream..." Pinkie Pie started. Before she could go off, though, Mr. Cake gently pushed her mouth shut.

"Pinkie, dear, I thought we agreed never to mention that again," Mr. Cake said, grinning nervously.

"Oh yeah," Pinkie said, nodding as she remembered her promise. "I still don't see why, though. That was the most DELICIOUS mess EVER!" She giggled, bouncing around.

Demoman gave Mr. Cake an amused look. Mr. Cake just sighed. "Long story involving my one attempt at experimenting. A story I'm not willing to go into right now," he said.

Demoman chuckled, turning back to his creations. "At any rate," he said, "I'll be savin' these for the next time Pinkie has a big party. Nothin' tops off a celebration better than a few fireworks, says I."

"We may need them for something else," Rarity said, running up to him, pausing to catch her breath.

Pinkie blinked as she saw Rarity's condition. "Wow, Rarity, you look all tuckered out! Were you running a marathon? I thought that was more Applejack or Rainbow Dash's thing. It never hurts to keep in shape, though, so if you were running a marathon..."

"Pinkie," Rarity interrupted, "I wasn't running a marathon. Medic and Engineer sent me to gather the others."

Demoman blinked, his expression turning serious. "Give us a sitrep, lassie," he said, tossing fireworks into the saddlebag he wore.

And then Nightmare Doctor's laughter echoed over the town. Rarity gulped nervously. "...The situation may be a little more dire than originally thought."

Spy faded into view, startling everyone except Demoman. "I just met with Medic and Engineer. It seems we have a bit of a problem," he said.

"No bloody kidding," Demoman muttered. "The others hear that?"

"I'll gather zem," Spy said, fading out of view.

"Does he always do that?" Rarity said, shaking her head in annoyance.

"Aye, lass," Demoman said, chuckling wearily. "It's sad, but we've all kind of gotten used te him popping out of nowhere like that."

Derpy flew down from where she had been delivering mail. "What's going on? That laugh, it sounded familiar..."

Demoman blinked. "Ye know that cackle?"

Derpy nodded. "I... This is going to sound weird, but it sounded like Doctor Whooves," she said.

Rarity gave her a sad look. "I'm afraid that's where I've just come from," she said. "And hopefully where Medic and Engineer are coming from as well."

Derpy gasped. "No... Is the Doctor all right?"

"Better than all right," said a voice, Nightmare Doctor appearing among them in a swirl of dark magic.

"Doctor Whooves?" Derpy asked, confused, not daring to land near the alicorn. "You... Something's wrong with you..."

Nightmare Doctor snickered. "And of course my former assistant is the first one to notice," he said. "Even if she did see it backwards with those lovely, silly eyes of hers. Indeed my dear, I have changed. I'm the Nightmare Doctor now. I'm immortal again. And I. Am. FREE."

Demoman glared at him. He grabbed one of the fireworks he had, using a nearby stone and his hoof as a flint to try and light it, aiming it at Nightmare Doctor's face.

Unfortunately for Demoman, Nightmare Doctor noticed. "Ah ah ah, none of that now," he said, lifting Demoman up and forcing him to look into his eyes. His mane and tail shifted, becoming images of Demoman in his human form. "Tick tock goes the clock, oh how many times you've died. Live them all once again, and forget each time you survived..."

Demoman made a choking sound, his remaining eye rolling up in the back of his head as he went limp. Nightmare Doctor chuckled, his mane turning back to 'normal,' and turned towards the others...

...only to get bucked full in the face by the recently arrived Applejack, slamming up against the side of the building, and then mummified by a bunch of ribbons fired from Pinkie Pie's party cannon, the party pony pulling the powerful artillery out of nowhere. .

"C'mon!" Applejack shouted. "Get to Twilight's!" Mr. Cake had already run inside to get Mrs. Cake and Pumpkin, Pound crying in fright.

"What about Demoman?" Rarity asked.

"We cain't do nuthin' for him right now," Applejack said. "Ah'll hold him off!"

Mrs. Cake and Pumpkin came out, staring nervously at the tied up form of Nightmare Doctor, who had stopped moving and started to laugh. At Applejack's insistence, they ran off, heading for the library

As they ran, Nightmare Doctor broke free of the bindings, using time magic to age the ribbons into dust.

"Not bad," he conceded, dusting himself off telekinetically. "But the overall game will still be mine."

"Not if ah can help it!" Applejack said, launching herself at Nightmare Doctor. He caught her in midair, smirking.

"The Smooze has shown me, dear Applejack," Nightmare Doctor said, his mane and tail shifting, showing images of a grinning pink madmare and a cold-eyed lavender unicorn with a smirk on her face. "The Smooze has shown me what Pinkie Pie and Twilight Sparkle have suffered. It has shown me you are about to suffer." He forced Applejack to look him in the eyes, and began to chant. "Tick tock goes the clock, an eternity of screams. Waking nightmares will haunt you all, live out your friends bad dreams."

Applejack suddenly found herself living out the dreams Pinkie Pie and Twilight Sparkle had suffered, both as vitcim and victimizer. She screamed and collapsed in Nightmare Doctor's grasp, the wicked alicorn casually tossing her limp form over near Demoman.

As he prepared to walk off, he noticed two figures that had wandered up to him. He smirked.

"...Doctor Whooves?" Lyra asked, confused by what she was seeing.

Nightmare Doctor grinned viciously. Bon Bon gulped nervously, spotting Demoman on the ground, getting an idea of what was going to happen next.

"Ladies," Nightmare Doctor said. "How'd you like to be my assistants?"

Bon Bon grinned nervously. "Ahh... No thanks, we've already got jobs," she stammered.

"Oh," Nightmare Doctor said, drawing them both to him. "But I insist."

The two tried to run, but his magic was far too strong. He pinned them to the ground, setting them on their backs and forcing them to look directly at him. "Tick tock goes the clock..."

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Books and Branches Library...

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The Cakes, Pinkie, Rarity, and Derpy ran into the building, encountering Twilight as she was arguing with Trixie over a matter of magic methodology.

"What in blazes?" Trixie said as they all burst in suddenly, Spike's baby phoenix Peewee chirping fearfully, Owloysius flapping over to calm him down. The Cakes quickly set to quiet their crying children as Pinkie and Rarity ran up to Twilight.

"It's Doctor Whooves," Rarity said, gasping for breath. "He's become a Nightmare!"

"WHAT?" Twilight shouted.

"Another one?" Trixie moaned.

Spike groaned. "Oh man... And it's that weirdo Whooves this time..." he said, ignoring the glare Derpy gave him from the window she was looking out of.

"Calm down, everypony," Twilight said. "We still have a chance. Applejack and Demoman."

"They're already taken out!" Pinkie Pie said, whimpering. "Demoman got some super mind whammy put on him, and Applejack stayed to fight him so we could escape, but I don't think she can fight him alone, we've got to go HELP HER, we have to..."

"Calm down, Pinkie," Twilight said, trying to stop her voice from shaking. AppleDemo had done extremely well against Nightmare Grave, but to have her taken out of play that fast... "We still have Fluttershy and Heavy's fused form to fight with. I can prepare a letter to Princess Celestia to have her send us the rest of the Elements of Harmony, and..."

"Vhatever ve do, ve have to do it fast," Medic said, he and Engineer arriving through the door.

"Spah met up with us on our way over. He's already gathering reinforcements," Engineer said. "We need to find a way to slow Nightmare Doctor down, and fast."

"Twilight?" Derpy said.

"Not now, Derpy," Twilight said as she began to look through her oldest reference guides with the help of Medic and Engineer. Trixie frowned, going over to look at what Derpy was looking at. She stared, confused.

"Twilight," Derpy pressed, "do you still know how to put up that force field that you put up during the Gabby Gums mess?"

Engineer blinked. "Gabby Gums?"

"Sounds like a dental hygiene problem," Medic muttered.

"Long story," Twilight said. "And I do. Why?"

After a moment, Derpy said. "...You might wanna put that shield up."

"EX-TER-MIN-ATE!" chorused a pair of familiar voices. A singed, smoldering Pyro came crashing through the door moments later, groaning in pain as she skidded to a stop.

"Like, now," Derpy insisted.

Twilight blinked, and focused, conjuring up the force bubble just as a pair of laser blasts slammed into it. Twilight winced, the impact resonating through the shield and into Twilight's mind.

Medic immediately ran over to Pyro, who was struggling to stand up, giggling dazedly. "Wow, what a rush," she said, her senses slowly returning as Medic healed her.

"Pyro, darlin,' are you all right?" Engineer said, hugging her tightly.

Pyro nodded. "Yeah, yeah, I'm fine," she said, chuckling. "I'm heat resistant, remember?"

"Vhat in blazes happened?" Medic demanded.

"Well," Pyro said, shaking her head to clear it, "I was out running some errands for Trixie, getting some stuff she needed for her show, when I saw... I guess it was Lyra and Bon Bon, but they had this weird armor on. Their eyes were covered with a plate with a blue eyestalk on it, and they wore shoulder armor with a thin laser gun on one side, and a plunger on the other. I tried to talk to them but they just blasted me."

As if on cure, another pair of laser beams hit the shield. Twilight gasped, her nose starting to bleed from the force against her shield.

Trixie grimaced. "Spike, I'd send that letter to the Princess now," she said.

Spike shook his head, stammering, "I... I can't! The forcefield spell blocks any messages in or out!"

"WHAT?" Rarity said. "You mean we're stuck here?"

Trixie gulped nervously. "Maybe they'll get tired and leave?"

Derpy shook her head. "No. I know what Nightmare Doctor's turned them into. And Daleks, even just ponies brainwashed into believing they are Daleks, won't leave until they're stopped or everything non-Dalek is dead."

Twilight stared at her, wincing in pain from the steady blasts to her forcefield.

Derpy grinned weakly. "Long story, all of which occurred before you moved Ponyville," she said.

"All of which can wait," Trixie said, trying and failing not to panic. "We're still stuck in here with a couple homicidal whatever they ares out there trying to kill us! To say nothing of what their creator may be doing!"

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Town hall...

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Heavy lay defeated, his eyes blank and staring, another victim of the grinning Nightmare's mental manipulation. Ponies ran from the scene of battle, Soldier and Scout stood ready to face him off, having gone into town after the meeting. Barricade, a frightened Fluttershy shivering behind her, glared at the Nightmare, who just smirked.

Standing with them, a lead pipe in her mouth, was the Mayor.

"I take it," Nightmare Doctor said, "You aren't here to discuss your terms of surrender."

The Mayor scowled, and set down the pipe. "...My father was the mayor of Metrot City out west. He never gave up when thugs tried to make him surrender control of the city to them. He never gave up and he drove them out, almost single-hoofedly."

Nightmare Doctor snickered. "And you want to live up to his legacy. How quaint," he teased.

"I'm tired of my little ponies being harassed by monsters and madmares," the Mayor said. Her heart was racing fearfully, but she showed no signs of backing down as she picked up the pipe again. "Time to start doing something about it. BRING IT."

Nightmare Doctor chuckled viciously. "Oh, this will be fun," he said.

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Books and Branches Library...

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Engineer frowned thoughtfully. "...Ah have an idea," he said, "But Miss Rarity, ah need your help on it."

Rarity, without a moment's hesitation, nodded. "Whatever I can do to help, I shall."

Engineer nodded. "Medic, you got an Uber built up?"

Medic frowned. "Close to it," he said. "Vhy?"

"Remember what you told me happened to Applejack when you Ubered her back in the tunnels?" Engineer said, Medic's eyes widening as he got an idea of what

Rarity blinked. "...Not that I'm not grateful that you trust me," she said, "But why me? Twilight is far more powerful, and Pinkie has been known to warp reality to her whims from time to time."

"Only when the gag calls for it," Pinkie Pie corrected, the Cakes rolling their eyes.

Engineer grumbled. "Ah need more time to figure out Pinkie's weird abilities before ah can trust her with the kind of power this may give you," he said. "No offense."

"None taken!" Pinkie chirped, having gone through the same thing with Twilight. Although a part of her thought it was a little inappropriate to think that, considering the situation.

"And I need to focus on the *ngh* forcefield," Twilight said, wincing from each blast hitting the shield.

Trixie frowned. "Perhaps I can bolster the shield," Trixie said. "It worked well during the Nightmare Grave fiasco with the healing field."

But before she could do anything, the blasts stopped being directed at the shield, the sound of a thunderclap resounding outside. Derpy grinned.

"It's Sniper and Rainbow Dash!" she said. "Sniper's shooting at them while having Rainbow Dash make the cloud they're on dodge!"

Engineer ran to the window. Indeed, Sniper was taking potshots at the transformed Lyra and Bon Bon, lightning striking down at the two. As they fired back, he called out directions to the blinded Rainbow Dash, who moved the cloud the two of them were on out of the path of the beams.

"We have some time, then," Engineer said. "Medic?"

"Almost at full charge," he said, casting his healing beam on Twilight to help her recover from the Dalek-fied ponies attacks.

Trixie frowned, watching the fight outside. Lyra and Bon Bon were starting to compensate for Rainbow Dash's swift, Sniper-guided dodges. If they hit the cloud, they could focus on the two separately. Sniper wasn't as fast or agile as Rainbow Dash, and Rainbow Dash herself was currently disadvantaged.

What am I doing? Trixie thought as she ran out to the edge of the forcefield.

"Trixie, wait!" Pyro called out, following her. "Can you even cast though the shield?"

"Not any offensive spells, no," she said. "I recognize this type of shield. No attack spells can go out or in. But passive spells, like illusions..."

Pyro grinned. Trixie sighed, and concentrated. Her horn glowed brightly, a wispy mist flowing from it and wrapping around the heads of the two ponies-turned-Dalek.

They began looking around frantically, Trixie's illusions overriding their eyestalks visuals, making them think they were both trapped in metal boxes filled with reflective surfaces.

"ERR-OR!" Bon Bon bellowed. "VIS-U-AL ACCU-ITY HAS BEEN COM-PRO-MISED!"

"ILLU-SIORY SPELL DETECT-ED," Lyra bellowed, "PRE-PARING TO COM-PEN-SATE FOR MAGIC-AL ASSAULT!"

Lyra's horn glowed as she tried to dispel the illusion. Sniper had Rainbow Dash glide down to the shield. "Can they break that illusion?" he said.

Trixie shook her head. "Not easily," she said. "I may not be as... as strong as Twilight Sparkle," she said, clearly forcing that admission out, "but my illusions are top rate. As you well know from my history lesson earlier."

Sniper and Pyro both shuddered, remembering. Rainbow Dash fumed. "What's going on out there? Sniper was training me to use my ears better out in Everfree when Spy rushed by, heading for Zecora's!"

Trixie kept her eye on Lyra and Bon Bon as Lyra attempted and failed repeatedly to dispel her illusion, ready to recast it at a moment's notice. "We have a new Nightmare to deal with. Apparently someone named Doctor Whooves was transformed. He's already defeated Demoman and Applejack, and turned Lyra and Bon Bon into these... things."

"Doctor Whooves..." Rainbow Dash said. "You mean that nutty inventor on the outskirts of town?"

Trixie nodded. "I'm afraid so LOOK OUT!" she screamed, a laser blast from Bon Bon lancing between them, Rainbow Dash just barely managing to pull the cloud back in time.

"SWITCH-ING TO AUDIO TRACK-ING," Bon Bon bellowed. "EX-TER-MIN-ATE!"

Trixie prepared to cast another illusion spell, this one centered on hearing, cursing her carelessness. Hurry up in there, she thought.

Back inside, Medic felt a familiar tingling. "I am fully charged!" he said.

Engineer nodded. "Give a quick overheal to Pinkie and the Cakes," he said, Medic turning to do just that. He turned to Pinkie and said, "Take the Cakes down to Twilight's lab and guard them with Spike. Use your party cannon to blast ANYONE that isn't us or one of the others!"

Pinkie Pie saluted, nodding. Spike nervously turned to Twilight, Owloysius perching on his head and looking nervous as well. "You gonna be okay, Twilight?"

Twilight nodded. "Do as he says, Spike," she said, smiling. "We'll beat this. We always do."

Spike stared at her a moment and nodded, gathering up Peewee and going downstairs with Pinkie and the Cakes. Owloysius, worried for his master, perched on her head. "Go on," Twilight said. "Help keep Spike and Peewee safe."

As the owl reluctantly left, Rarity turned to Medic and Engineer, the former's horn sparking slightly at the tip.

"Medic, Dell... are you sure this will work?" Rarity asked, the nervousness clear in her voice.

Medic shook his head. "No. But vhen have I ever let zat stop me?"

Rarity and Twilight's ears drooped. "You'll forgive me if that's decidedly less than comforting," Rarity said.

Medic snickered. Engineer sighed. "You ready, Miss Rarity?"

Rarity shivered. "As I'll ever be," she said.

Engineer nodded. "Loose the charge, doc," he said to Medic.

Medic focused his healing beam on her. She felt the tingling, comforting sensation of an overheal fill her. And then, as Medic triggered his UberCharge, she gasped.

Power filled her, erupting from her soul and filling her entire being. She felt her Element of Harmony inside her, the physical manifestation of it appearing around her neck. She shuddered, her body growing larger, taking on the proportions of the princesses as her horn grew longer, her mane becoming more majestic, growing longer and flowing as if blown by an ethereal wind. Large, elegant, powerful wings grew from her back as she completed her transformation into an alicorn. White light radiated from her, her eyes glowing with a benevolent energy.

"I AM READY," she said.

Spike, curious as to the commotion, peeked out the door. He saw Rarity as an alicorn... and gasped. "B-Beautiful..." he moaned, fainting. Pinkie Pie giggled as he collected him, closing the door again. She smiled at the Cakes as she came down.

"I think things are going to be all right," she said honestly.

Medic shook his head. "I vish I knew how zis was happening..." he muttered, keeping the charge on her.

"Let's go, Miss Rarity," Engineer said.

"YES," she said, teleporting herself and Medic outside of Twilight's forcefield, reappearing beside Lyra and Bon Bon.

Medic blinked, startled by the teleportation, almost dropping the UberCharge.

"NEW ENE-MY HAS AP-PEARED!" Lyra bellowed.

"EX-TER-MIN-ATE!" Bon Bon bellowed.

Both Dalek ponies turned their lasers on Rarity. The alicorn just smiled. Her horn flashed once, the laser cannons breaking off. Before either transformed pony could recover, she lifted them up with her magic, her face one of sheer benevolence. Engineer, Derpy, and Twilight came out, watching the whole scenario in awe with the others, who were all staring in shock. Even Rainbow Dash, who couldn't see, found herself enraptured, recognizing the 'feel' of Rarity's magic, only greatly enhanced.

"I GIVE OF MYSELF," Rarity intoned, her Element of Generosity glowing, "SO THAT YOU MAY SUFFER NO LONGER."

The remaining armor on Lyra and Bon Bon turned into dark energy, which was drawn out of the two of them and into Rarity, who gasped in pain as she felt their fear and pain from their transformation. She recovered quickly, though, her power purging the darkness from her body. Rarity then gently set Lyra and Bon Bon down.

The two of them recovered quickly once they were fully purged of the dark magic. "What... What happened?" Lyra said, shaking her head.

"Last thing I remember... was some weird thing that looked like Doctor Whooves pinning us down..." Bon Bon said. And then they noticed Rarity's glowing, majestic form.

"Oh wow..." they said softly.

Rarity smiled benevolently. "YOU ARE SAFE," she intoned. And then, with an almost comical pop, the UberCharge faded, Rarity reverting back to normal.

"Oh my," she said dizzily, grinning, "That was glorious!"

Medic immediately ran over to Lyra and Bon Bon, giving the two ponies a quick examination with his healing beam. "Zey are completely purged of vhatever dark magic transformed them," he said.

"Transformed?" Bon Bon said. "What... Wait, what's going on!"

"Derpy?" Engineer said. "You explain it to them and get them to safety. Rarity, you up for helping me some more?"

"Indubitably!" the fashion mare said, bouncing up and down cheerfully. "I am full of vim and vigor and ready for action!"

"Vell, at least she isn't babbling on like Applejack did," Medic muttered, chuckling.

Engineer turned to the others. "Everypony else," he said, "Find Nightmare Doctor and back up whomever's fighting him at the moment. Hopefully Spah got to Zecora and she has something that can delay him a little, or even stop him. If you can, try and get FlutterHeavy into play."

Everypony ran off to their assignments, leaving Derpy with Lyra and Bon Bon.

"I'm so confused," Bon Bon said.

Derpy chuckled. "Then my explanation probably won't help," she said. "But I'll give it anyway. C'mon, let's get you two inside."

As Derpy took them inside, Engineer ran to the construction site, where he had left Gem Sentry earlier. He ran a quick, cursory check to see if she was battle ready, he sighed.

"What's wrong, Dell?" Rarity asked.

Engineer smiled weakly, and said. "Miss Rarity, ah'm an engineer. That means ah solve problems. Not problems like 'what is beauty.' That falls more into the perviews of your conundrums of philosophy. No, what ah solve is practical problems. All this magic, the Nightmares, the dreams... This is way beyond my ken. Not practical in the slightest. Ah barely have any idea of what t'do."

Rarity smiled. "You're doing well so far," she said.

Engineer shook his head. "Not well enough," he said. "Demoman's already down along probably at least one other of our team, if ah'm judging Nightmare Doctor's power right, and Pyro's heat resistance is probably the only reason she's not dead. We don't have a Respawn to fall back on this time if one of us gets killed. And as much as them yahoos aggravate me from time to time, ah love 'em all and don't want to lose any of them. Especially her..."

He shook his head. "Back in the war games, it was so much simpler. Find a good place to set up, build a Sentry, Dispenser, and Teleporters, maybe use the Respawn's replicator feature to make another of me to help build. The most ah had to worry about was Spahs sneakin' up on me and Demomen shootin' stickies where I couldn't see, maybe a Soldier with a Kritzkrieg UberCharge. And even then, if ah got killed, ah could just rebuild right after respawnin.' But now..."

He shivered fearfully, staring helplessly at his Gem Sentry. Rarity gently touched his foreleg. "Go on," she said softly.

Engineer shivered again, and said, "Ah'm afraid it won't be enough. Ah'm afraid, that no matter how much ah give, ah won't be able to protect my friends... Ah don't think it's really hit the others yet that THIS IS IT. We die, then we're done. No appearin' back in a locker room ten seconds later. No matter how much we give, if we go too far..."

He shuddered, leaning up against his Gem Sentry. Rarity frowned, and said, "I won't insult you by saying I understand. I don't. I have not lived your life." She then smiled hesitantly. "But perhaps... If you have someone else who's willing to give as well... to give along with you... then perhaps it will be enough?"

Engineer looked at her. He removed his ever-present goggles and smiled warmly at her. "Ah cain't ask you to take this risk, Miss Rarity. You Elements are too important."

"And I can't let someone who's life I value go it alone," Rarity said. "You're my friend, Dell. And I will always be there, always be willing to give of myself to help my friends."

Engineer stared at her for a long moment, and then chuckled softly. She was so different from him, and yet in many ways they were very alike. He knew then that they were of the same mind on this.

...and then white light engulfed them both, as Rarity's Element of Generosity appeared around her neck.

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

Meanwhile...

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

Nightmare Doctor was taking his time, having fun with the battle. He used his magic to telekinetically slam Soldier, Scout, Barricade, and the Mayor around, her pipe used to trap Fluttershy against a pole and keep her from fleeing.

"HAHAHA!" the Nightmare laughed. "Is this the best Ponyville can come up with? I've wiped out entire alien races! The dreaded Daleks FEAR my very name! This is PATHETIC!"

He tossed them all into the Town Hall, the front wall collapsing around them.

Soldier and Barricade were the first to recover. "You okay, ma'am?" Soldier asked the Mayor, wincing and trying to ignore the pain from his battered body.

The Mayor shook her head, grinning weakly. "This old gray Mayor just isn't what she used to be," she joked, coughing up blood and groaning from her broken ribs.

Soldier nodded. "Rest easy, ma'am. Judging by what you told me about your father, he'd be proud of you," he said, never taking his eyes off of Nightmare Doctor, who seemed content to wait for them to recover, his confidence practically oozing off of him. He glanced over to Scout, who's wings were bloodied, one leg hanging limp.

"You up for battle?" Soldier asked quietly.

Scout cringed, shaking his head. "Back leg feels broken... same with my left wing... Plus I think that last slam busted something inside me..."

Soldier nodded, looking over to Barricade, the canary-yellow bulldozer of a pegasus slowly pulling herself out of the wreckage. "Rest easy, son," Soldier said. "Medic will be here soon." He actually had no idea if that were the case, but better to comfort the troops in a bad situation.

Barricade shook the rubble off of her body. Everything ached, and she was pretty sure she was bleeding internally. She looked over to her daughter and smiled. "No matter what happens," she said, "I will always love you, always be with you."

Fluttershy, trapped in a bipedal position by the pipe wrapped around her neck and wielded to the streetlamp she was up against, stared at her mother in shock. Was she... was she saying goodbye? That she didn't think she could win this?

Barricade turned to Soldier, and nodded. She leapt into the air, flying up and preparing to dive bomb the Nightmare as Soldier charged head on, shouting a war cry.

Nightmare Doctor caught both of them easily, yawning.

"Well," he said, "I suppose that was an amusing diversion. But it's time to suffer now." He pinned Soldier to the ground, he, Scout and the Mayor watching helplessly as he levitated the massive Barricade before him.

Nightmare Doctor smirked at her. "I think I'll take you out first," he said. "Make the little yellow coward suffer."

"No..." Fluttershy said softly, her fear starting to be overridden by a righteous outrage.

Barricade, battered and bloodied, sneered at him. "My daughter is stronger than you know, Nightmare."

Nightmare Doctor shook his head, chuckling. "Whatever you say, my dear. Any last words before I lock you in an eternal nightmare?"

Barricade spat in his face. "Celestia Regina!" she shouted, invoking her loyalty to the throne.

Nightmare Doctor scowled, wiping the spit off of his face with a hoof. "Congratulations," he snarled. "I'm angry enough to kill now." And he began to strangle her, Barricade's neck visibly intending at he magically throttled her. Barricade struggled in his grasp, gagging in the powerful grip.

And all of Fluttershy's fear faded, replaced by anger over what this monster was doing to her friends and family. "HOW DARE YOU!" she cried, turning her infamous Stare on Nightmare Doctor. It was done with so much force, though, more than she had ever mustered before, that it actually managed to stun the Nightmare, sending him jumping back in momentary fright.

The moment she was dropped, Barricade, still trying to recover her breath, turned her own, even more powerful Glare on the Nightmare Doctor, making him stagger back even more.

Soldier, freed from his grip now, snarled. "MAGGOT!" he bellowed, taking advantage of the Nightmare's momentary disorientation and striking him in the neck with a hoof. As Nightmare Doctor gagged from the powerful blow, a cloud of mist engulfed him, blown by Zecora, who had just arrived.

"I came as soon as I possibly could," she said, removing a healing balm from her pouch and preparing to use it on Soldier. "That mist is toxic to Smooze and should, be able to temporarily keep him at bay, while we come up with a plan to save the day."

"Forget about me," Soldier said, watching as Nightmare Doctor stumbled about in the green, glowing fog, coughing as the mist reacted negatively to the Smooze in his system. "Tend to the Mayor and the kid."

Zecora nodded, the zebra going over to tend their wounds. Barricade, once she had recovered, went to Soldier's side.

"Where's Spy?" she asked, coughing.

Soldier noticed a familiar blue smoke in the green mist surrounding Nightmare Doctor, and smirked. "Where he always is. Right behind his enemies, just about to backstab them," he said.

Nightmare Doctor screamed in pain as Spy jammed his knife right into his back, staggering as the white hot agony sent him to his knees. He tried to lash out at Spy, but he had already disappeared and taken off again, looping around for another attack.

"Bastards..." Nightmare Doctor muttered. "I'll kill you AAGGH!" Before he could even finish his threat, a lightning bolt from Sniper struck him in the head, the effect enhanced by his metal helmet. As he tried to recover, Trixie cast a powerful illusion on him, making him think he was trapped on the surface of the moon.

"What in blazes..." he said, staggering to his feet, wincing from the knife wound. So complete was the illusion, that he didn't notice Twilight's magical blast or Pyro's flames until he was knocked down and on fire.

Medic, meanwhile, went to aid Zecora, his medibeam aiding her triage efforts. "Many thanks for being here," the zebra said, "But where, in fact, is Engineer?"

"Getting some artillery," Medic said, trying not to show how shaken he was that Heavy was down already. I hope, he mentally added.

Nightmare Doctor tried to pick himself up again, only for Spy to backstab him once more, a blast of wind from Pyro catching his wings and sending him tumbling into another magical blast from Twilight. Before he could get up again, Pyro ignited him once more, the Nightmare stumbling about, trying and failing to find his attackers inside Trixie's illusion. And then another lightning blast hit him, this time right in the horn, sending him staggering to his knees.

"ENOUGH!" he screamed, a wave of power knocking everypony back, the force of it dazing Trixie and dispelling her illusion, breaking the cloud of mist that Zecora had put around him as well. Snarling, he picked up his attackers by the throat with his telekinetic magic, Fluttershy too frightened for her friends and her mother to focus a Stare on him, Scout and the Mayor too injured to help them.

Nightmare Doctor glared at the ten of them. "I am done fooling with you lot," he said, casting healing magic on himself, undoing all the injuries that had been inflicted on him in seconds. "Since those two idiots I made psuedo-Daleks obviously couldn't destroy any of you, I'm going to do what I should have done in the first place and finish you lot off. But congratulations: you've officially ticked me off enough to MURDER YOU ALL."

And he tightened his grip on them, savoring the choking struggles of his victims as they slowly turned blue, their air starting to run out. Their heads swam, the unicorns unable to focus any magic, the pegasi flapping their wings uselessly. He cackled...

And then the guitar music started.

Nightmare Doctor stared in the direction the music was coming from, confused. Light, airy guitar music was playing, a stark contrast to the grisly tableau.

He turned back to his victims, and then back to the guitar music, and frowned. He slammed them all down, making steel cables come out of the ground to hold them in place. "Move and these things will break your necks," he said. Soldier reflexively tried to escape, but the cables just tightened on his throat.

Sneering, Nightmare Doctor left the would be heroes and began walking in the direction of the music, ignoring the whimperings of frightened ponies hiding from him in their homes.

Eventually, he came upon the source of the music.

A human, short and slender, with lovely features and long purple hair, a curly lock of it coming out from underneath the hardhat she wore, draping elegantly one of her goggle-covered eyes. She wore one rubber work glove, a pair of dirty work books, and a blue work shirt and overalls, a wrench in a pouch on her belt. Around her neck was the Element of Generosity. She sat on what looked like a small, blue vending machine, a bandolier of bullets on one side, something that looked like an oxygen tank on the other, the dial radiating a blue beam of light similar to Medic's medibeam. In the front and back of the devices were, in order from top to bottom, an open shelf containing various kinds of ammunition, a shelf containing medical supplies, a dial of some sort, and what looked like a heart monitor on top.

The woman sat casually on it, one leg crossed, playing an old acoustic guitar, the sound easy-going and relaxing. In front of her sat a large, blue toolbox. Holstered on her back was a shotgun, and on either side of her was a holstered pistol and what looked like a miniature radar with a pistol grip and a joystick on top.

When she noticed the Nightmare Doctor, she grinned, tipping her hardhat to him. "Howdy there, sugarcube," she said. The voice was Rarity's, but the accent was a variation on Engineer's southern one. Instead of Texas, this new Rarity-thing's voice was pure moonlight and magnolias Dixie. "Name's EngiRarity. It's a pleasure t'meet you."

"Indeed," Nightmare Doctor said, smirking. "As it is a pleasure to meet you, my dear future victim." He began to slowly walk towards her. "I was wondering where you two got to. I assume that you are like the creatures the Smooze showed me shortly after I transformed?"

EngiRarity chuckled, idly strumming her guitar. "Yep. I'm another fusion, like ol' FlutterHeavy and AppleDemo."

Nightmare Doctor smirked. "EngiRarity... Little bit awkward, wouldn't you say? Perhaps Rarineer, or something like that, would be better. And maybe Demojack for your Scoltish friend."

EngiRarity put down her guitar by her Dispenser and smirked. "Maybe. But that was the name that popped into mah head when I first came into existence. So I'll go with that."

Nightmare Doctor nodded. "Fair enough," he said, slowly walking forward, taking his time, enjoying the anticipation. "But I must say, you are highly confident if you think you can beat a god with just a pistol and shotgun. Even ones charged with your Element of Harmony."

The Engineer part of EngiRarity noted that Nightmare Doctor was aware of the powers the fusion forms' weapons had. EngiRarity, however, never lost her charming smile, never moving from her relaxed position. She shook her head, and said, "No, no, you're not a god. What you are, sugarcube, is a little ol' practical problem. Specifically, you are a mean mother hubbard who wants to tear me a structurally superfluous new orifice."

"Among other things," Nightmare Doctor said, sneering at her.

EngiRarity's grin turned vicious. "However, you are, as you said, quite powerful. So when the practical solution to a problem such as yourself is rendered, in this case, said solution being a gun, is rendered non-viable, the solution to this little ol' conundrum is just as simple and practical:"

She kicked the toolbox, which promptly unfolded into a massive Sentry, with two belt-fed chain guns and a quad rocket launcher. Nightmare Doctor went wide-eyed in alarm.

EngiRarity smirked. "Use more gun."

BE-BEEP *chrrr*

The Sentry opened fire, the sheer force of the bullets tearing apart Nightmare Doctor's armor, the blast from the rockets knocking him back. Nightmare Doctor screamed in agony as the bullets literally tore into him, the energy from the Element of Generosity suffusing the Sentry gun, allowing the bullets to actually hurt him.

Desperate, in pain, Nightmare Doctor tried to scramble away, the Sentry shooting at him the entire time. Finally, when he had gotten far enough away, the Sentry stopped firing.

Nightmare Doctor cackled. "It seems your Sentry has only so much range," he crowed, his magic flaring.

EngiRarity just smirked, getting off of her Dispenser and pulling out some strips of metal from her pouch, using her wrench to tap them into the Sentry. Nightmare Doctor stared at the action in confusion. EngiRarity pulled the radar gun off of her belt.

"The auto-detect only has so much range," she corrected. She flipped a switch on the radar gun, aiming it directly at Nightmare Doctor. A forcefield appeared around the Sentry, as EngiRarity triggered the joystick.

And then the Sentry began firing at him FASTER.

Screaming in pain, the bullets starting to slice into him now, he tried to take to the sky, but EngiRarity kept up the firestorm, firing bullets and missiles at him from the Sentry. When the firestorm briefly stopped, he looked down in confusion, only to see her having set the radar gun down and pulled out her wrench again, pounding more metal into the Sentry. The dial on the Dispenser went down briefly, only to rise up again a few seconds later.

It was then that he realized that she was RELOADING, and that the Dispenser was keeping her supplied.

"NO!" he screamed, flying down as fast as he could. Before he could, however, EngiRarity had brought up the radar gun again, the Sentry springing to life and opening fire once more.

It became a game of cat-and-mouse, almost. Nightmare Doctor would try charging in, teleporting in, anything to get at EngiRarity. But she would always be a step ahead, quickly reloading and repairing damage to her Dispenser or Sentry, seemingly anticipating wherever he would appear, as if some part of her was paranoidly watching around her at all times.

In another universe, RED Spy briefly felt a strong sense of pride he couldn't explain. He quickly decided to just savor it and go pester RED Sniper.

Nightmare Doctor finally managed to get in on her before she could react. He teleported directly behind her, and before she could spin the Sentry around, he unleashed a massive magical blast that destroyed both Dispenser and Sentry, sending EngiRarity flying away from him, landing in a charred heap.

Nightmare Doctor laughed. "HA! Not so tough now without your toy, are you?"

EngiRarity coughed, wincing at the pain from her bruised ribs. She looked at her radar gun, saw that it was destroyed, and shrugged, tossing it aside. She slowly pulled herself to her feet and dusted herself off, smiling at the grinning Nightmare, his magic flaring wildly.

"Eeeyup," she admitted, pulling out a small PDA and fiddling with it. "I'm lacking in offensive power without mah Sentry gun. At this point, in the war games, I'd probably have to run to go build another Sentry, or get killed quickly. However, in the war games, I could only have one Sentry gun out."

BE-BEEP *chrrr*

Nightmare Doctor's face fell. He turned, seeing another, hidden Sentry gun start to reveal itself.

EngiRarity smirked. "Not so much because I HAD to put only one gun out, mind. It was just because of resource management. One little ol'gun is hard to maintain in a battle situation, to say nothing of several, especially with Spahs, Demomen, and Soldiers everywhere."

BE-BEEP *chrrr*

Nightmare Doctor yipped, his ears drooping, whirling in the direction of another Sentry that was unfolding. Part of him was screaming at him to run, but most of him was trying to figure out what was happening.

"However, I don't have that problem now," EngiRarity said, her smirk turning vicious.

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

BE-BEEP *chrrr*

"Incidentally," EngiRarity said, "Thanks for blasting me out of the way of the crossfire."

"Oh, bugger," Nightmare Doctor muttered as all the Sentries opened fire at once. Bullets and rockets pounded Nightmare Doctor, the monster screaming in agony as he was pinned down by the massive amount of artillery. A cloud of dust engulfed him as the Sentries all empties their clips into him.

Once the firing stopped, EngiRarity cautiously approached the cloud of dust. As it dissipated, she relaxed.

Nightmare Doctor lay in a crater, bleeding and badly burned by the barrage of bullets and blasts. He was barely breathing, groaning in agony, his wings twisted and charred, his horn broken. Smooze-tainted blood leaked from his wounds.

"Tick... tock..." he chanted slowly, "Tick... tock..." He groaned, slowly trying to pull himself to his hooves and failing miserably.

EngiRarity shook her head, going over to him and pulling off her glove, revealing a cybernetic hand. She grabbed Nightmare Doctor by the throat with it, lifting him up into the air.

"Others will come..." Nightmare Doctor growled, struggling in the cybernetic hand's grasp.

EngiRarity removed her Element of Harmony necklace. "And we'll beat them too, sugarcube. That's the God's honest truth," she said, touching the necklace to Nightmare Doctor's head. "I give of myself, so that your suffering will end," she intoned.

White energy engulfed Ponyville. Damage to the city was undone, the Mayor's pipe removing itself from where it was used to trap Fluttershy and straightening out to what it was before the battle. The others found themselves freed from where they were trapped.

Anyone who had suffered physical damage from Nightmare Doctor found themselves healed, their pain and suffering drawn out of them in a mass of darkness as their bodies healed. Medic immediately went over to check on Scout and the Mayor, who had been the worst injured.

"I'm... Wow," Scout said. "Doc, I'm fine." He flapped his wings, finding no pain in them at all, and grinned. The Mayor stretched, and nodded, confirming she was well also.

The radiating light then freed everyone who had been trapped in Nightmare Doctor's illusions, erasing their memory completely of what they suffered. Heavy suddenly sat up, Medic immediately rushing to his side.

"Mein freund, are you all right?" he said.

Heavy blinked, looking around in confusion. "Da, comrade Medic," he rumbled. "Last thing I remember was getting knocked down and stupid evil pony chanting stupid rhyme at me..."

"Possibly for ze best," Medic said, chuckling, looking in the direction the Sentry gunfire came from.

The darkness rushed from everypony that the Nightmare Doctor had been hurt. And then the darkness left the Nightmare Doctor as well, all of it heading into EngiRarity's body. She dropped Nightmare Doctor, who shrunk back into Doctor Whooves, healed of damages but comatose. EngiRarity shivered, feeling all the suffering that others had felt today drawn into her body. She screamed, light erupting from her, energy lashing out and destroying all her Sentries as she reverted back to being Engineer and Rarity, the two of them collapsing as their friends and teammates rushed towards them, the light fading, a second Element of Generosity necklace forming around Engineer's neck...

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

Ponyville General Hospital...

The next day...

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

Doctor Whooves groaned softly, slowly coming awake. He looked around, seeing a relieve Minuette at his bedside, Derpy standing nearby as well, holding a basket of fresh muffins. Once she saw him wake up, she grinned and put the muffins on a bedside table.

He smiled at them, still dazed, his mind muddled and confused, but free of the drumming.

And then he remembered what happened to him. He sat up suddenly, despite Minuette's protests to get him to lay back down. "I didn't... I didn't kill anyone, did I?" he said, his voice desperate and fearful.

"Non," said Spy from the other side of Doctor Whooves's bed. The Doctor turned, seeing him standing in the shadows, glaring at him. "You did not. But you were on the verge. If Engineer and Rarity had not caught your attention with their fusion..." He deliberately trailed off, letting that sink in.

Doctor Whooves shuddered, tears streaming down his face as he lay back on the bed, groaning. Spy snorted, wishing he had a cigarette. An aura of cigarette smoke always made him look more intimidating when he was interrogating someone.

"Smooze corruption is caused by ingestion," Spy said. "Princess Luna confirms zis. Where did you get ze Smooze and why were you taking it?"

Doctor Whooves shook his head. "I don't... I don't know where I would have..." he said, confused. And then he realized, groaning again. "The Jammy Dodgers... Jammy Dodgers have betrayed me..."

Spy quirked an eyebrow. "They're these sandwich biscuits that I like..." Doctor Whooves explained. "they've got this delicious plum filling... The chap giving them to me must have been like that masked pegasus thing that brainwashed Twilight earlier and blinded Rainbow Dash, poisoning me with these things for months... Probably never even met Hugh... Must have disguised the Smooze taste somehow..."

"What was zis pony's name? And do you have any more of zese cookies?" Spy asked, keeping his voice devoid of emotion.

"Sweet Treat," Doctor Whooves said. "He said he worked with Hugh Jelly, the local jam seller, to make them. I thought they were a godsend, as when I... arrived here, I thought I'd never get any again... Said he normally wouldn't get plum jam from Hugh because he was allergic. I should still have at least two back at my lab..."

Spy glanced to the doorway. Soldier, who was listening in, went to go question Hugh and retrieve the cookies. Spy turned back to Doctor Whooves, and said, "Zere is more I need to know..."

"How are Engineer and Rarity, by the way?" Doctor Whooves asked, interrupting.

"Zey are recovering," Spy said, sighing. "Ze power used to cleanse you of ze Smooze is an empathic one. They took all ze suffering you had inflicted or were going through and took it into zemselves. They are recovering fast, zough. Zey're just resting at the moment."

Doctor Whooves cringed, sighing. "I'm so sorry," he said softly, "I didn't want to hurt anyone..."

"No... No, I don't suppose you did..." he said softly. "Zere are ozzer things... Plus, you use phrases zat someone from our world would..."

Doctor Whooves hesitated, looking to Derpy and Minuette. Minuette sighed and shrugged. "Your choice, luv," she said.

"They would find out sometime," Derpy added.

Doctor Whooves sighed, laying back on the bed. "...You lot aren't the only ones who came here from another world," he said. "Minuette and I were forcefully brought here and turned to ponies as well. Although back then, I was simply The Doctor, and Minuette was a mercenary named Riversong... and my wife. We were of a race of immortal beings called Time Lords. Every time we died our bodies would regenerate into a new form and personality. I was something of a do-gooder, using a device called the TARDIS to travel through time and space, saving lives where I could... I have this policy where I like to make sure as many people live as possible. Sometimes I would take along an assistant, usually a girl, and travel with them until they felt it was time to move on. Riversong... ah..."

Minuette chuckled. "The short version is that I'm the daughter of two previous assistants he had, conceived on the TARDIS itself, which resulted in me being born a Time Lord. I was taken from my parents, raised what was for them the future, and trained to kill the Doctor. Through a convoluted series of circumstances that would take far too long to explain, I ended up falling in love with him instead and marrying him."

The Doctor smiled warmly at her, and then continued, saying. "Anyway... One day, I was chasing down a rival of mine, a renegade Time Lord called The Master, with River. He had invaded the TARDIS herself when a wave of darkness hit us, drawing us all here. The TARDIS was completely destroyed in transit and the three of us were... well, changed into these forms. This particular form of mine reminds me a little of a previous form I have..." He sighed, staring up at the ceiling. "I don't know if we're immortal anymore. And I'm scared to find out. Because we were trapped here, after defeating the Master and... making sure he wasn't a threat anymore... we decided to make lives for ourselves here. I decided to make a living as an inventor, and River here became a dentist."

"Without going into details, let's just say I was able to adapt some skills I had at working with teeth into a dentistry career," Minuette said, the look she gave Spy telling him exactly what sort of 'skills' she was talking about. He smirked appreciatively, having some of those skills himself.

Doctor Whooves sighed, finishing his story. "Aside from a few encounters since then, which dear Derpy assisted me on, we've lived a relatively peaceful life."

Spy considered all of this for a long moment. "Medic mentioned that you were hearing drumming earlier, and zat it was somezing ze Master heard as well..."

Doctor Whooves sighed. "Thankfully, I'm not hearing it anymore... But yes. The Master heard the drumming all of his lives. It's part of the reason he was so insane..." He frowned. "I'm not... I'm not proud of what I had to do to stop him. But better he stay locked in Tartarus forever than menacing Equestria."

Derpy shivered, which revealed to Spy that she had assisted him on that operation. He didn't press, instead asking about the creatures he turned Lyra and Bon Bon into.

The Doctor's face became a mask of pure hatred. "Daleks. Nasty, bloody, omnicidal buggers that look like giant pepper pots with lasers. The buggers take personal offense to the existence of anything that isn't Dalek. Them I don't regret wiping out of existence, although I've sadly had to do it several times." He grinned viciously. "It's gotten so they fear my name now" He sighed, relaxing. "I'm just glad they don't exist in this reality... Damned near invincible monsters would slaughter this planet, and I don't know if I could stop them anymore... And I truly regret turning Lyra and Bon Bon into versions of those things... They've always been good to Minuette and I. Lyra was even a bridesmaid with Minuette at Princess Cadence's wedding..."

Minuette shook her head, chuckling. "What a fiasco that was..."

"Zey are fine," Spy said, "And have even asked about you. Zanks to Rarity, zey do not remember a zing from the time you transformed them to the time they were cured."

Doctor Whooves smiled. "I'm glad..." he said. He sighed, and added, "How could I be so bloody stupid..."

Spy shook his head. "Ze Masky, and after what you have told me, I am quite sure zat Sweet Treat was a Masky, was exploiting your desire for a taste of somezing from your home reality. You couldn't have known, and zat is what we will zose concerned."

Doctor Whooves smiled. Minuette sighed in relief. "Thank you..." she said.

Spy nodded. He hesitated, and asked, "Ze TARDIS... Could it possibly have brought us back home?"

Doctor Whooves chuckled weakly. "Possibly... But the bloody thing is broken beyond repair. Half the parts I need to fix her don't even exist in this world." He sighed, shaking his head. "Bad bloody luck, eh?"

Spy nodded. "I suppose so..." he said softly, frowning. "Zat will be all for now." He turned to leave.

"Spy," Doctor Whooves said. "I... I don't know how much help I'll be. But after all this... I can't stay in the background anymore. If you or anyone else in BLU need my help in any way to stop whatever's coming, I'll gladly offer it."

Minuette blinked. "Doctor, are you sure?" she asked.

Doctor Whooves nodded firmly. "Love... I nearly killed people. I hurt them badly... If I hadn't been stopped in time..." He closed his eyes. "I have to make this right."

Minuette and Derpy traded smiles. "Then we'll stand with you, love," Minuette said.

Doctor Whooves smiled. Spy just quirked an eyebrow, amused, and went outside. Barricade was there, her face cold and furious.

"Can he be charged?" she said, turning her intimidating gaze on Spy.

"Non," he said, walking towards Engineer and Rarity's hospital room. "A pony named Sweet Treat, most likely a Masky, had been slipping him tainted cookies, possibly for months. It's only recently that he received enough to trigger a transformation into a Nightmare. Ze only ozzer thing of note is that he was brought to this world in much ze same way I and my associates were, and zat has nothing to do with ze situation yesterday."

Barricade scowled. "I don't like that," she said. "What if others have been poisoned unknowingly by the Smooze?" What if my daughter has been poisoned? she thought worriedly.

Spy scowled. "Zen we may need Engineer to borrow the Doctor's lab right away, simply to build a device to detect it..."

Barricade shook her head, growling.

"Are you all right, madame?" Spy asked.

Barricade hesitated, and said, "...I recently got news from Canterlot. An entire playground's worth of fillies in Canterlot disappeared yesterday. The two guards that were protected them were murdered, apparently by some sort of arboral magic. Trees grew up through their bodies so fast that it speared them, impaling them through and through..."

Spy cringed. "Is zere any leads?"

Barricade shook her head. "None... Something's going wrong, and I have no damn idea of what to do about it... I've conferred with Shining Armor of the Unicorn Guard and Harbinger of the Earth Pony Guard, both of them Captains like me, and they're at a loss as well."

She turned to look at Spy, the espionage expert surprised at the fear on the massive, imposing pegasus's face. "And then there's these dreams you told me about, and knowing that my daughter will get one eventually and there's nothing I can do about it... So much has gone out of my control. I'm scared, Spy. I haven't been this scared since Discord was released. I don't know what to do..."

Spy frowned, and then smirked, a winning, confident smirk. "Do not fear, madamoiselle," he said. "We here at Builders League United have a high success rate in such matters. Whatever the threat, BLU stands united, as our enemies die in pieces."

Barricade chuckled weakly. "A fine sentiment," she said. "But do you have any idea of what to do about it?"

Spy had no answer for her.

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

Somewhere...

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

BrAvO, said Masky Unicorn sarcastically. wElL dOnE.

yOuR plAn WiTh ThE zOmPoNiEs DiDn'T wOrK aNy BeTtEr, Masky Earth Pony muttered.

Masky Pegasus giggled. LoOks LiKe I aM dOiNg BeTtEr ThAn BoTh Of YoU. aT lEaSt I mAnAgEd To BlInD oNe Of tHe ElEmEnTs Of HaRmOnY.

tHe ElEmEnT oF tRuSt Is SlOwLy CuRiNg HeR, Masky Unicorn snapped. iT dOeSn'T cOuNt.

Masky Earth Pony chuckled. WeLl, It'S pEgAsUs'S tUrN nExT aNyWaY. yOu'Ll MaKe It CoUnT tHeN, rIgHt?

Masky Pegasus nodded.

Masky Unicorn sneered. We'Ll sEe. NoW cOmE. mAsTeR hAs BrOuGhT uS aLl LuNch. FrEsH fRoM cAnTeRlOt…

TO BE CONTINUED...