My lungs groaned. Where was I? What was going on? I came aware of my bleak grey surroundings signaling that I was still inside the building, and my pipbuck had ticked off an hour after we had entered. I tried to move, my limbs protested, the feeling of sand creeping through my body signifying that they were still asleep. The bare touch of air crisp against my chitin leaving me to shiver as I brought myself up. Great, just great, everything that wasn't bolted down had been stripped from my body during my unconsciousness. That meant everything but my pipbuck, which was also the only reason I knew the time in this decayed room. I looked around seeing the remains of what must of been a cage of some sort around me. The metal bars having rusted long off and as I forced myself to my hooves I took up one of the rusted pipes. It was better than nothing at least.

I tried piecing together what had happened since we had entered the building. I remembered going down a few hallways, and the robotic guards that we met across the way. Occasionally we would also run into a charred or mutilated corpse. But there had been no signs of the ghouls we had been warned about. If anything, robotic security was on a no mercy settings. Eventually though, as most buildings, we had run across an intersection that split our path three ways. I remembered Cait wanting to barrel on ahead, and Scrapyard eyeing the left path. Personally I wanted to go right, mostly due to the presumed stairs I could see deeper in.

The argument we had about which way to go was vague in my head, though I remembered a lot of increasingly. Ugh, my head, it felt like it was pulsating as though something had gone and hit my brain with a hammer. I shook my head, giving the room a once over again, this room was still not familiar to my memories... What had knocked me out? I searched my head, straining to reach memories that were still blocked out.

The last thing I remembered finding a staircase, darkness, fire, screaming robots who had yelled their various war time propaganda and self righteous reasons for being security for a long dead research facility. There was a long hallway, full of stained dirty windows with so much dirt and grime on them that they resembled normal walls rather than their original purpose of being see-through. Faded signs drew my interest as I looked through the signs, their names however were obscured from my mind, foggy.

I shook my head, extending my senses, hoping to find the familiar emotions of Cait or Scrapyard among all of these cold unfeeling machines. No luck, instead I felt about a dozen others however in what I presumed was the other room. Most of them felt of a mixture of fear, shock, and a distinct lack of hope all mixed in to a purely bleak state of mind. Three of them had a more... unique taste however. A sincere smooth feeling that was getting closer and closer as it approached. Great, company.

My rusty pipe went down next to me in case I needed it, before I was greeted with a voice, worn and gruff, almost as though the entity behind it had their vocal cords dragged through the top of a barbed wire fence. The tone was definitely masculine though, and his words were clear as day, "Hey, bug-skin. You awake in there?"

The temptation to not respond was strong, but I'd rather not just delay the inevitable, "Yes." I responded in turn, beginning to pace from one side to the other.

Gruff-Voice, as I began to call him, gave a surprised snort before speaking to me again, the ever sincere calm was beginning to be intoxicating, "Great, thought we lost another to that Celestia damned music box. Why we don't just lock that room is beyond me. Though I'm glad it didn't work on a bug-skin."

It struck a bell, I had been curious to one of the doors, though why was still foggy. Only that I had been inordinately curious about something, a name plate, "A music box?" I thought aloud a bit confused.

He groaned, a trace of annoyance momentarily flashing through the stranger that disappeared as suddenly as it had came, "Yep. A music box that was designed here during the war as the next edition of non-lethal mass crowd sedation. The only problem was, it worked a bit too well. No pony tended to wake up afterward though it had decreased effects on smooth-furs. It was abandoned when Zebras began relying on robots during the later half of the war as additional troops."

"Seems you know a lot about the things here." I responded in turn, earning a momentary emotion of shock from the stranger.

A bit too soon the voice began to speak again, "Okay, listen here bug-skin, we need some help here, your kind can transform right?" my lack of a response somehow prompted the stranger on, "We need some help with the security of our building and they won't let anypony who doesn't look like their old boss up to the terminal."

That sounded dangerous, risky, and had a high potential for backfire, "What happens if I don't?"

Oh I just had to ask, I felt a deep lack of hope seep into me, stronger than the others by far, "If you don't, we all die."

Well that was dramatic, traumatic, and left very little wiggle room, "Alright, then how do you know what this boss looks like, or what he or she sounds like?"

The calm emotions of the Gruff Voice turned... Amused? What the... He trailed on, "That's easy," the door handle clicked as it opened and showed who was on the other side. It took me a moment to comprehend what I was looking at.

It was one of the corpses, standing there. breathing, but it was also glowing, and clothed. Dressed in dirty white scientist scrubs that had a long since faded Id tag attached to it and several combat worthy belts strapped all along the ghoul. Each completely devoid of any weapon. The strong smell of decay made me want to vomit, but his left eye made me want to scream. It was gone, giving me a gruesome view of the twisted flesh that I couldn't have told ever housed an eye. I think it was the... gag... tumor that was growing out of it like a plant. So this was a Ghoul, and not a feral at that.

"I'm the boss." the ghoul replied then looked confused as I spat a bit of construction goop onto the floor.

My front hooves became extremely interested in the green gel, messing with its shape to distract myself and not freak out, the Ghoul kept the look of confusion before shrugging and continuing, "So how about it?"

The sound of my sigh escaped me before I knew it, my eyes shifted up to the Ghoul and then back again as my gag reflex tried to make me expel something else from my gut. I wasn't stupid though, if the ghoul had wanted me dead he would of killed me, but that didn't mean he was completely trust worthy, anypony would do anything to save their own butt. I had learned that back in the stable when a scientist bucked up an experiment that lead to one of my classmates being 'accidently' slaughtered by a rampaging Auto-Doc. He had blamed it on the subject being moved due to another member of the class being present, which there had been none. Needless to say, I was missing two classmates by the end of it, and the scientist wasn't so much as reprimanded.

Sheepishly I realized that he was still waiting for my response, "I want my stuff back." I told him simply, "Then tell me your plan."

He nodded and gestured for me to come with him, it eased my mind that he trusted me enough to not be forced to stay in this room until it was time. Maybe it was part of the depressing state of affairs the other members of his... Flock? What do you call a group of Ghouls? I filed that away as the... Ghoul-ized? Ghoulized Earth Pony lead me to what I presumed was once a lobby to a security station.

I was sure glad I hadn't tried to go in Cait style with the pipe. Each of these Ghouls were dressed similarly though most of their weapons consisted of makeshift metal bats but one of them had a pistol, and another had a dual barrel shotgun. That and my other weapons that were within their easy reach was a good reason to have not resisted or fight. I redressed in my scout barding and reloaded both my shotgun and pistol, they would be far more useful than either of my rifles in these close quarters. My eyes also noted that none of the other Ghouls were glowing, I wanted to question them about that but I wasn't socially stupid enough to be that rude and ask. Might as well ask why a unicorn has a horn, I grimaced.

"You're a Changeling?" one of the Ghouls, mare from the tone of her voice, asked me.

I merely nodded and another Ghoul, who looked a bit the same as the previous one, with a tone to match also added, "Can you really change your form?"

I answered by shifting into the form of Surprise for a second before shifting back. I saw the faint recognition in the eyes of one of them but I didn't comment, instead their leader, the calm one from before, spoke to me, "I'm Dr. Delicious." he saw my expression as my nose scrunched up and chuckled again, "Red Delicious, in full. I prefer Red though your going to have to introduce yourself as doctor Delicious to the bots."

The eyes in my head took more than a subtle bit of persuasion to take a look at Red, noticing the few whisks of faded yellow fur on his coat and the scarce few strands of hair far too white to give any indication that the original mane color. Luckily his cutie-mark was still intact at least. As his name sake, it was a single large apple. He shoved a picture in front of me, "For you know." he added plainly.

I looked at the picture of him and some mare in the extremely old prewar picture that he had given me, I was surprised it was in good condition, though I had to bet he took good care of it due to the mare in the picture. I had no idea who she was but I doubted that the stallion would be so inclined to tell. Red spoke on, "Also please note that we would be inclined to allow you to take anything back down in the labs that isn't too dangerous."

"Anything else I should know?" I asked coldly, still not happy of being forced into this situation.

Red nodded, completely missing my tone of voice, "Very, you'll need to reach the labs four floors down, head to the end of the hallway. The password and Id checks respond to facial recognition and the words, 'Science Is Magic'. Oh, and watch out for SIM-HB."

"SIM-HB?" I repeated after him, I've been doing a lot of that lately. I made a note to try and stop.

Red looked down, a shiver going through everyone's spine including my own as the bad vibe filled the room. "He's... an experimental robot on the floor. We've lost several of our kind the last few times we've tried going down. Of course we are rather... shoddily armed, and the other robots are also against us so there's th-" He was interrupted by another corpse dashing into the room with the liveliness of a filly on dash, "Red, There's some new bots!"

"New bots?" He intoned, just confused as I was not a few minutes ago, "Put them on the main screen."

I was shocked as a wall lit up with the image of what a security camera might of been located and looking from, looking up I spotted the small projector that was giving the image and shrugged, before returning to the video feed that was in front of me. Everypony went silent and began gathering as we watched an orange clad robot with a jack o lantern face covering it's facial regions.

There was three of them, each were on a tripod base system that made it extremely hard to tip one over and their wheels were all terrain. Their weapons however were nothing to scoff at. I spotted mini-guns on each of one of their arms and rocket launchers on the other. One however was larger than the others and held what looked like a sprite bot for a head instead, even its laser was still attached. Several of the buildings Mister Handy's floated up to them. "SCANS DETECT FOREIGN ROBOTIC ENTRY! HALT AND IDENTIFY!" one shouted at the heavily armed Sentry Bots.

One of the Sentry Bots replied in turn in an equally loud tone, "Visual contact established."

"IDENTIFY YOURSELF!" another Mister Handy screamed.

"You will identify first." The Sentry replied calmly, somehow ignoring the volume of the yelling robot.

"STATE YOUR IDENTITY!"

"You will identify first." it repeated.

"It's like reading one of Lyra's attempts at romance novels." one of the Ghouls commented, causing the entire group except me to smirk. Must be an inside joke.

One of the Mister Handy's was smart enough to change the endless loop, "YOUR CURRENT PROGRAM PATHING IS ILLOGICAL, YOU WILL MODIFY."

"Nightmare Nighters do not take orders." The Sentry responded, seemingly in the face of the offending Mister Handy while the other two were fanned out to either side of the heavily armed and armored robot.

"YOU HAVE IDENTIFIED AS NIGHTMARE NIGHTERS!" several of the Mister Handys yelled as a whole.

The Sentry bot gave a curt reply, "Model numbers identify your types as the inferior Mister Handy Mark I's."

I noticed something in the background, just a small tuft of fur and a familiar head peaking around the corner at the two groups, "Cait!?" I blurted, getting several strange looks from the Ghouls around me.

"What?" Red asked mildly both amused and confused at the same time.

"A friend of mine... up there near the top corner of the screen." I sighed as he began to sneak across the hallway. In plain view of the camera though the robots were more concerned with each other to notice.

"You may be of use." The Sentry replied, "With our superior fire power and your numbers we could expand military dominance of the Nightmare Night domain."

"YOU PROPOSE AN ALLIANCE?" The lead spokesman of the Handy's asked.

"Affirmative." The sentry bot replied, the ever present smile seemed to flicker red as though scanning something idly.

"REQUEST DENIED." the smaller robots said together.

The Sentry Bot voice changed to that of a monotone mare's that sounded oddly familar, "Hostile elements will be destroyed." they opened fire, the first few ranks of the service bots that had collected around the commotion were now dropping like flies. Each Robot only having to spend a second of concentrated fire on each robot before armor piercing rounds ricked enough holes in it to make robotic copy of my legs. One of the surviving ones backed off yelling at the top of it's voice, "NIGHTMARE NIGHTERS BE WARNED. YOU HAVE DECLARED WAR ON A MINISTRY OF ARCANE SCIENCE RESEARCH FACILITY. BY PARA-"

"This is not war, it's pest control." the Sentry responded raising its other arm, the missile launcher as the other robot sputtered indignantly at the expression.

That was as far as it got before it ate a missile to the face. The explosion was enough to kill the camera as well and leave me with the distinct example of a little known practice known as overkill. "Ouch." I muttered, glad I wasn't that robot in particular.

"Ouch indeed." Red muttered the reply, before looking back to me, "Looks like we either figure out a way to stave off three sentry bots that have enough firepower to eat a platoon and three tanks worth. Or keep going with the original plan and use the reprogrammed robots to escape..."

"Your choice." another Ghoul stated. Great just....Great. Did I ever mention how much I hated scientists?

Xp footnote: 50% until next level.

Creature Disguise unlocked: Ghoul pony/ Glowing Ghoul: You've seen enough non-feral type Ghouls to be able to imitate one, even if you can't figure out how their bodies are alive yet dead at the same time. I don't think you can imitate the scent though, so don't try fooling a feral or animal.

Next Chapter: Chapter 13: Experiment 1993-13 vs Experiment SIM-HB Estimated time remaining: 13 Hours, 19 Minutes