The loud and dissonant pounding of gears stirred Twinken awake, the colt groaning as he felt a splitting headache hurting his waking awareness before he noticed his surroundings!

He was in a large room, filled with giant gears and clockwork, rusty, decayed, and littered with dusty old cobwebs. The ominous feeling froze him in fear as he recollected the Entity over him… and then blackness.

His ears perked from a sniffling sound and he looked towards a corner, where he saw old boxes of rotten wood and debris. Concentrating, he listened carefully and Twinken realized, It’s… somepony crying?

Groaning as he got up onto his hooves, Twinken cautiously approached the corner, softly calling out, “H-hello? Is somepony there?”

“Shhh… Don’t let him hear you!” answered a soft and demure voice before it revealed itself as a filly peeking out from her hiding place.

Although he only saw her head, Twinken could see that she had a cream-colored coat and a fawn-brown mane that looked messy to where he almost didn’t see her unicorn horn. Twinken made his way over quietly as the little filly continued to try to huddle further into the corner.

“And… who’s he? Or you, for that matter.”

“I… he’s the monster who lives here,” the filly whispered back in a shuddered voice.

“Yeah… I think he brought me here,” Twinken gulped nervously before putting on a brave face, “But my big brother and cousin will come for me! They’ll help us, so don’t worry!”

The filly seemed unconvinced, so Twinken tried another tactic, “My name’s Twinken, by the way! I didn’t catch your name.”

“...” the filly seemed to want to answer, except there was a look of loss and confusion on her face, before she finally uttered, “...I don’t know! I can’t remember!”

Uh-oh, Twinken thought. His mistress, Princess Luna, had instructed him on memory loss regarding his telepathic powers.

Experienced telepaths could help those who had lost their memories, but it was a very delicate process and could have severe consequences from even one mistake on the patient’s psyche.

Often, it was better to just let the amnesiac recover their memories on their own.

“Um… W-Where did you come from?” she asked, slowly approaching him inch by inch out of curiosity.

“Well, some horrible monster brought me here, I think,” Twinken answered, looking around the room for a way out and noticing a door.
“Did it bring you here too?”

“I guess it must’ve,” the filly whimpered, now standing in front of Twinken and he saw the deep fear and sadness in her eyes, and he realized she needed something, so he gave it to her, and gently put his forelegs around her, surprising her a moment, “Wh- what’re… you doing?”

“You looked like you needed a hug,” Twinken replied gently, “My mom always says a hug can do wonders.”

The filly was hesitant, but she let the hug’s warmth spread over her and found herself reciprocating, suddenly feeling better and not so alone as she had before. Twinken was glad that it gave the filly some comfort, before he finally ended the hug and he said, “Hold on a moment. I’m gonna see if I can reach my brother.”

“How?” asked the filly.

“I’ve got some tricks up my sleeve,” Twinken smirked.

“You don’t have a sleeve,” the filly pointed out with a stifled giggle.

“It’s a figure of speech,” Twinken clarified with pretend-irritation but he made it clear he was kidding. “Just stay quiet for a moment and… don’t move.”

Twinken took a deep breath as he closed his eyes. He centered his thoughts, cleared his mind… and reached out.

Midnight? Are you there? This is Twinken, can you hear me?

His mind reached out, feeling some kind of murky haze all around them. It was chilly and felt gross, but he pressed on.

Midnight, can you hear me? I’m okay for the moment, but I’m not alone! I’m with a filly, who’s got some kind of amnesia, and we’r-

‘BlLlAaAzzZeeEsSs… LIeEessS… Vengeance!!!! Boy…YoU… WiLL nOt EsCApe!!!’

“AAAAAAUUUUUGGGHHH!!!!!!!!” Twinken screamed as he clutched his head, feeling as though a spike of sheer cold was piercing through it as he fell over, almost fainting as he panted and his heart pounded in his chest.

“Twinken! Twinken, are you okay?!” the filly cried in alarm, tears welling up in her eyes as she hurried over to cradle his head, looking worried.

“Uurrrgghhhh….” Twinken groaned and whimpered, having never felt something like that in his head.

It had struck him in his center.

He’d thought he’d been scared before? No…

Now, he was truly terrified as he managed to creak his eyes open and gaze up at the filly, who saw her fear mirrored in Twinken’s eyes as he softly uttered, “...we’ve got to get out of here!”

Watcher could only watch as his cousin wept in anguish as he tried to limp over to him to try and reassure him that things were definitely not over. The charcoal unicorn was in pretty bad shape due to being ambushed by a large beast and having his left hoof smashed due to the force of the blow and he believed he might have broken a rib or two, but he kept his head high as he approached the young prince. Rearing his hind leg up, Watcher delivered a swift kick to Midnight’s back and sent him falling face first to the ground.

“Are you done crying!? If so, how about you get off your big blue ass and we go after them!” Watcher snapped, groaning in pain as he tried to steady himself before Silver came by to prevent him from falling.

“I’m sorry! I should have done something, but I… I was too scared, I’m sorry..” Silver moaned, earning himself a slap to the back of the head from Watcher.
“Okay… I deserved that.”

“You’re damn right you do… Because of you spacing out on me, I had to save your ass and look! I have a busted leg and probably some broken ribs because of you!” he shouted in the stallion’s ear before turning back to his cousin who had finally gotten off the ground.
“Now… Midnight, you crying isn’t gonna get him back! All we can do now is get in there, kick that thing’s scummy ass and end all this crazy shit!”

Wiping his face clean of tears and dirt, Midnight got a hold of himself as he did Cadance’s calming technique… and then said, “You’re right, I’m good… but what about you? You’re hurt, Watcher, and clearly in pain.”

“It’s no big- Urgh!” Watcher winced after putting too much weight on his leg, “I… I got a high-grade healing potion in my coat, hold on…”

Watcher’s horn lit up and levitated out a phial with a glowing red potion inside it. Removing the stopper, he downed it all in one gulp and then waited… he shuddered, feeling the potion already spreading through his system and doing its work.

He felt a painful sensation of pins and needles in his busted leg and groaned as he felt the bone realign while simultaneously healing. His ribs dulled in pain as well, but not entirely, and then the feeling of the potion abated.

“Well, crap…” Watcher grimaced, “My leg’s good again, but I guess the potion concentrated on the most serious injury. My ribs still hurt…”

“Hmm,” Midnight focused his horn and conjured a long bandage that quickly lit up with a gentle glow of his turquoise mana, before he willed it to delicately wrap around Watcher’s barrel but under his duster coat.

Watcher winced from the bandage getting wrapped snug around him… but then he felt the pain of his ribs dull even more and he felt a relaxing sensation .

“Wow… what did you do?” he asked.

“I enchanted the bandage with healing spells, such as a painkiller and a modest boost to your body’s natural healing rate,” explained Midnight.
“Regardless, don’t overexert yourself too much and try to avoid too much action for the next few weeks.”

“Kinda redundant since we’re about to go into a tower and battle a monster that’s been around for over seven hundred years now.” Watcher said, chuckling as he felt his chest hurt from laughing.
“F-For now though… We need to try and prepare ourselves before we go inside.”

“Inside… the tower?!” Silver fretted and they all gazed up at it.

The tower stood well over fifteen stables tall, built of ancient architecture that was almost completely rundown from perhaps centuries of exposure to the elements and neglect. It was constructed of stone and wood and long-worn out plaster with a design that looked macabre and grim. Parts of it had broken or worn away, revealing the dilapidated structure inside, the windows were either broken or their panes long coated with grime and dust.

Honestly, given the state of it, it seemed a miracle the Tower hadn’t keeled over long ago!

Unless something was keeping it erect.

Surrounding the base of the tower was an old courtyard enclosed with old stone walls, weeds and moss growing here and there, and before them was a wrought-iron gate rusted yet still holding strong.

“How long has this tower been here?” asked Midnight aloud.

“Uh…” Silver checked his notes, “It was first founded three hundred years after Nightmare Moon’s banishment. Approximately seven hundred years ago.”

“That means, whatever that thing is… was there when the Tower was first built.” Watcher added, pulling a lollipop from his pocket and began to crunch on it.
“But I have a feeling there’s something else we have to worry about… whatever broke my hoof and ribs was definitely not the same creature.”

“Looks like we have our work cut out for us, huh guys?” Silver asked with a nervous laugh.

“And around every eighty years or so… ponies and other creatures went missing,” Midnight gazed up at this forbidden place with growing dread.
“Goddess knows how many souls have vanished and it feels like this tower is behind it all somehow.”

“Ur- Yes, it says here…” Silver looked at his notes again, “strange happenings began a while after the tower was completed. Accidents, scares, it got to the point where no one wanted to be here anymore!”

“Hold on, what was this tower constructed for?” asked Watcher.

“Given its faces…” Midnight pointed to the top of the tower, where it showed four round faces, the one facing them with only one “hand” and missing most of its numerals around its circumference, and how filthy it was, “I’d say this was meant to be a clock tower.”

“Tick-tock… tick-tock!” Silver whispered to himself as he recollected those awful sounds and now understood why they kept hearing them.

“We’d better get in there… The less time we spend trying to figure out everything, the sooner we can rescue Twinken,” Watcher said, his horn beginning to glow as a pair of black blades appeared in front of him. Removing his trench coat, he placed the pair on his back which had a pair of straps and strapped them around his chest.
“You ready, cuz?”

Midnight responded by summoning his sword, the blade as black as night yet gave off a glow of silvery-blue like the guiding light of the full moon before he uttered, “Find the Light… Nightfall.”

The sword shone with a shimmering darkness that gave off a silvery-blue light before it split and reformed onto Midnight's hooves. As the light dimmed, the sword had become a pair of armored hoof gauntlets of obsidian black and cobalt blue, each bearing a set of gleaming silver crescent-shaped claws, three in the front, one in the back, and moved like grasping digits, and each gauntlet bore an emblem matching Midnight's cutie-mark.

He glared up at the Tower with the intensity of the blue fire of a cutting torch as he spoke, “Let’s get my brother back…”

“Um…” They both looked at Silver, who sheepishly asked, “Do I get a cool weapon?”

Seeing how he didn’t have anything with him, Watcher summoned a mace and hoofed over to the white unicorn.

“Try not to break it, I spent four hundred bits on that mace.”

“I’ll reimburse you for your troubles,” Midnight rolled his eyes.

“Nah, no offense but I’d rather earn my keep than accept anything from royalty. Feels like I owe you a favor you know?” Watcher explained, as he picked up his trench coat with his hoof before using his magic to send it off back with his other belongings.

“Not all my money comes from my royal stipend, you know,” Midnight huffed, “and it’s not a favor if it’s from family.”

“I’ll think about it… Let’s just get going already, the sooner we finish this job, the better.” Watcher said, trotting ahead as the alicorn raised a brow by what he had said.

Silver held the mace in his telekinetic aura as he brought up the rear. Gazing up at the tower again, he gulped as he couldn’t shake off a subtle yet distinct chill of dread.

Back inside the room where he’d woken up, Twinken was having just a teensy bit of trouble.

“No! No-no-no!” the filly fussed as Twinken groaned while rubbing the back of his head.

“I know you’re scared, but we can’t stay here,” he tried to persuade her, “If we don’t escape, we’ll never get out and something horrible will happen to us!”

“No! It’s too scary out there…” the filly bawled, “I tried to leave before and got chased by these awful monsters! I ran back into here and heard them pounding and scratching at the door for hours before they left me alone…!”

“Hey, it’s okay… we’ll take this one step at a time,” he said, reassuring her with a smile as he offered a hoof to her.
“I’m scared to, but if we work together, we can get out of here… You’ve been here longer than me, you can guide us and I’ll protect you!”

The filly couldn’t help but wipe her tears away as she looked at the young colt with a glimmer of hope in her eyes as she struggled to find the words she wanted to say. Twinken saw she needed just one more little nudge of encouragement.

“Listen, being brave doesn’t mean you’re not scared,” Twinken put on a determined look, “It means you do what you gotta do even if you are afraid! One of my teachers told me there’s no such thing as being fearless, because anyone who says they are is either lying or they’re dumb.

“Because it’s okay to be afraid! What’s important is that you don’t let it stop you.”

“I’ll… I’ll t-trust you…” she replied, her hoof reaching out to grab his as she finally left the safety of her corner. “B-But you have to promise, to stay with me. P-Please?”

Twinken smiled and then went through the familiar motions as he said, “Cross my heart and hope to fly, stick a cupcake in my eye!”

“Huh?” the filly tilted her head in confusion.

“It’s a Pinkie Promise, and no one ever breaks a Pinkie Promise,” Twinken smiled before giving her a silly edgy look, “or else…!”

“EEP!!” She yelped, releasing her grasp on his hoof, wanting to retreat back into the corner. “P-please, don’t do that!?”

“Oh! Sorry!” Twinken quickly apologized with an embarrassed smile, “It’s- Uh… well, never mind. Y’know, I still don’t know what to call you, you said you couldn’t remember your name.”

“I-I don’t know… I’m not sure I even had a name, it’s just been me here, alone…” she replied.

“Well, you must have had a name. But…” Twinekn regarded their present location with wariness, “I think this place might have done something to you to make you forget. I can sense bad magic all around us, which is why we have to get out of here as quick as we can.”

“B-But, if we do get out, what am I supposed to do? I’m not even sure I have a home or family,” she sniffled, her eyes beginning to tear up once more as she leaned onto Twinken and embraced him suddenly.
“I… don’t want to be alone again.”

“Um…” Twinken blushed a little from the fact a filly was hugging him this way, but he returned the embrace to comfort her (and perhaps to get a little comfort in return) before saying, “Well, who’s to say your memory won’t come back?

“After we get out of here, I’m sure you’ll figure out who you really are, and maybe even find where you come from and whoever’s missing you. But until then, I think I’ll nickname you…”

His pause for dramatic effect got the filly to lean back and look at him in soft anticipation as he said, “Mona! I’ll call you Mona, does that work for you?”

“Mona?” She said, her brow raised.

“The name Mona is actually a name of a fictional character from a story that my mother told me once. She’s a little filly like you that was raised by a magician who would one day become this fearless leader who would one day save her hometown from an evil ruler.” he explained. “At least, that’s what first came to mind when I look at you.”

“I… I like it, thank you Twinken.” she said, smiling for the first time which made the young colt blush a little as he let out a cough.

“W-Well, we better get going,” Twinken lit up his horn and cast a couple of protective spells Midnight and Twilight had taught him, upon himself and Mona.
“This Ward will work kinda like armor on us. If we get hurt, the Ward will take some of the damage for us, but not all of it. I also cast a minor Distacter Spell that will divert attention from us if it’s something bad.”

“Um… W-Wait, I think we’re gonna need this,” she said, heading back to her corner and grabbed an old rusted lantern with her magic. “I-I used this to see… it’s very dark out there in the halls… A-And magic c-can’t help to see.”

“Wait… you mean an Illumination Spell won’t work here?” Twinken was starting to get a little more concerned. He’d figured there was bad magic at work here, but never considered it could dull or dampen their powers.

“I found this when I tripped over it one day… or night, and lit it with some old matches.” Mona explained, pulling out a small box of matches from within a small compartment within the lantern and lit it with a spark from her horn. “U-Using magic is dangerous… the monsters come whenever I try to use it, a-and can only use a little of it. L-Levitating is fine, but a-anymore leads to... dying. There were others…”

“Others?!” Twinken whispered in alarm.

“Mhm… A big pony, wearing gold… he tried to fight them… got… No! Forget, forget, forget!” Mona said, repeatedly hitting her head with her hoof.

“Mona! Don’t do that!” Twinken quickly grabbed Mona’s hooves and held them down.

“I-I don’t… want to remember the bad! The bad stuff…” she whimpered, before being embraced once more by Twinken. She suddenly felt warm, and calm, it was still new to her, but she didn’t dislike it.

“It’s okay, you’re okay, we’ll just pretend I didn’t ask okay?” he asked, earning a nod from the little filly.

“Okay,” Mona replied, taking a deep breath and exhaling before trotting ahead with the lantern in hoof. “there’s a hole in the wall I crawled through to get in here… We can use it to escape into the halls, but w-we need to be careful… Twin Head doesn’t like ponies.”

“Twin Head…?!” Twinken echoed, not liking the sound of that.

“Shhh… Not too loud… this way,” Mona whispered while leading the young colt toward a wall where a box laid. She pushed it out of the way, revealing a hole just big enough for the two of them to fit through.
“Um… Twinken, thank you again...I don’t know what I would have done.”

Twinken gave Mona a look and he saw a filly, who was still very much afraid of what he could only guess. But he saw something else.

Hope.

He furrowed his brows in determination, and said, “Mona, we’re gonna get out of here and you’re gonna have a wonderful life. I promise.”

“...I believe you,” Mona smiled ever so subtly, despite her fear, her doubt, her worries, because somehow, Twinken seemed to her less like a colt… and more of a guardian angel.

Smirking in determination, Twinken nodded and said, “Then let’s go! Follow me and keep quiet.”

Mona nodded and smirked back, “As a mouse.”

And the two little unicorns stepped forward into the unknown…

Meanwhile, Midnight, Watcher and Silver slowly opened the front doors of the Tower’s entrance and cautiously made their way inside, armed with their weapons as they scoured the room for any signs of the Entity or anything that might be a threat to them.

The room was large, including the second floor with an indoor balcony, a large metal column dominated the center and extended up through the ceiling, indicating it continued upwards, there was debris and broken crates scattered around and a layer of dust and grime explained the stink of old rot.

“Hard to imagine living in a rundown place like this,” Watcher commented, readying his swords as he looked around.

“Kinda reminds me of those old haunted houses, but actually terrifying and the monsters are real...” Silver Smith said before gulping nervously, sweating as he tried his best to remain calm.

“Nice place to live, if you got a bolt through your neck…!” Midnight jokes as he spoke in a creepy voice and wore a grim expression and waved the claws of his gauntlets, Nightfall, in a sinister way.

“Knock it off, Horis Coltof!” Watcher scolded while whipping Midnight in the face with his tail. “Let’s be on our guard, we have no idea what we might find in here…”

“Awahhh...ah… ahah...”

“Midnight! Didn’t I just tell you to stop!?”

“Th-that wasn’t me…!” Midnight responded, suddenly on edge.

“But then… who was it…?!” Silver clutched the mace Watcher had lent him fearfully as they heard messy steps.

A gross and disgusting suction-like sound preceding a wet ‘splop’ over and over, coming from all around them, as eyes glowing yellow edged with red made themselves known in the darkness.

“I don’t think we’re dealing with a who,” Midnight raised his wings through his cloak, extending blades of solid shadows from them, “More like a ‘what’...!”

The closer the charcoal unicorn peered into the darkness, his eyes widened as his blades suddenly ignited in flames, illuminating the darkness and what they all saw horrified the three stallions as they all gazed upon several creatures made completely out of tar, however what truly made them shrink with fear was that they all were wearing the skulls of ponies upon their faces.

“By Faust…” was all Watcher could utter as one of them let out a loud shriek and charged at him, forcing the charcoal unicorn to swing his blades, decapitating the tar-shaped pony and kicking it into an old table with his hind hooves.

“HRAAAAAAHHH!!!!”

“Here they come!!!” Watcher shouted, as the three stallion’s soon charged towards the large group of monsters with their weapons ready in hooves.

One of the tar-ponies leapt towards Midnight, who cloaked his wings completely with solid shadow and raised them to shield himself from the creature’s attack. As it battered at his defenses, he reached under and raked Nightfall’s claws across its underbelly, causing it to throw back its head and let out an ear shattering wail of pain as its putrid innards seemed to splish out.

Meanwhile Silver Smith, was tackled to the ground by one of the creatures, biting into the hilt of his mace. He tried to shake it off of him, but soon noticed a nearby pipe just a few inches away from his grasp, using his magic, he managed to levitate it enough and plunged it into the tar ponies skull, before kicking it over him and swinging his mace into another one’s head.

More of the tar ponies started pouring out of the walls and began to increase in numbers, while Watcher continued to slice away at all of the new coming enemies so that they didn’t get overwhelmed, ripping and tearing with every swing of his blade, as the creatures limbs and other body parts went flying. Seeing as they just kept on coming, Watcher’s horn ignited with a purple flame and began to scorch the oncoming forces of tar.

“These bastards just keep on coming! We’re gonna have to-” Watcher yelled, before being tackled to the ground by three of the tar ponies, as they began to bite into his flesh, suddenly draining him of his mana very rapidly.

“WATCHER!!” Silver cried out in concern.

“I’ve got him!” Midnight focused his mana for a spell and then chanted:

Taking a DEEP breath, Midnight then breathed out a vast gout of silvery blue flames that engulfed the entire room! Watcher cried out in alarm and braced himself… only to feel a pleasant warmth wash over him while he heard a wretched cacophony of agonized screams!

He looked and was amazed to see these mystic flames only burned the monsters, causing them to writhe and thrash around, trying to escape or shake off the flames, but it did them no good. The flames were everywhere, burning only them while Midnight, Watcher and Silver were untouched.

Once the creatures seemed to drop dead, Midnight dispelled the fires, causing them to quickly snuff out, leaving only faint blue embers that drifted to the ground before vanishing as well.

Watcher struggled to stand on his hooves before groaning in pain as he suddenly felt a sharp pain in his torso and suddenly grasped it with his hoof. Midnight noticed a large bite where he felt the pain, blood dripping as the stallion hissed in pain.

“Hold on… I don’t like the look of this bite,” Midnight very gently moved Watcher’s hoof out of the way, and Midnight and Silver both felt their hearts sink as they saw the area around the wound seemed to have paled somewhat.
“This wound is not natural!”

“I’ve- I’ve seen something like this before,” Silver gulped in worry. “Before Watcher contacted you, we encountered… a colt was found dead, lots of bite marks, but… he was almost completely pale! Almost as though… the life had been sucked right out of him!”

“Aw crap… as if I had enough to deal with!” Watcher groaned when Midnight lit up his horn and conjured what looked like a doctor’s bag.

“Hold still, I’ve been trained as a field medic,” Midnight brought out some first aids, along with a potion phial of a blood red liquid.
“Drink this.”

“What is it?” Watcher eyed the phial warily.

“It’s an elixir that boosts the body’s natural healing process,” explained Midnight as he poured a little disinfectant onto a bandage.
“Not as fast as the spell I cast earlier, but it still works. Besides, we have to conserve what mana we have left. There’s no telling what else we’ll face here, and we still have to find Twinken and any other survivors.

“Now, bite down on this,” Midnight brought out a cleaned piece of wood and forced it into Watcher’s mouth. “This is gonna hurt, but we can’t risk that wound getting infected.”

Watcher groaned in irritation as he hadn’t even drank the elixir yet, but braced himself as Midnight set the bandage to his wou-

His eyes popped as he suddenly exhaled and struggled to contain himself while thinking, STORMBREAKER’S BALLS, THAT FUCKING STINGS!!!!

The burning and stinging sensation of the disinfectant as it was pressed onto his wound lit all pain receptors near it on fire as Midnight willed the bandages to tie themselves snug and secure around Watcher’s barrel.
Seeing the painful expression on his face, Silver couldn’t help but cringe at the sight, saying. “Oof… That’s gotta hurt.”

Spitting out the piece of wood from his mouth. “Nooo… Ya think, dumbass!?!” which earned him the elixir phial being stuck in his mouth, like a pacifier by Midnight.

“Drink,” Midnight ordered curtly while helping Watcher to his hooves.

“Looks like those things left us alone, but we shouldn’t stay long, we need to keep moving.” Silver noticed, doing a double check of the surrounding area to make sure there weren’t any more enemies to deal with.

Spitting the vial out of his mouth, now empty of its contents, he tossed it against the wall, shattering it to pieces as he glared at the alicorn. “Don’t you ever, EVER do that again!”

“I was just helping,” Midnight rolled his eyes. “But I can see the elixir is starting to do its work.”

“I am fully capable of taking care of my wounds, not the first time I’ve been bitten by some kind of beaAUGHRP!” Watcher quickly covered his mouth despite it being too late to cover that burp, but then smacked his lips.
“Hmm… strawberry?”

“Who wants yucky medicine?” Midnight smirked with a shrug.

“...Not bad,” Watcher muttered before clearing his throat, “I want the recipe for it after we get out of here. Now, let’s scram before more of those… things show up again.”

Silver couldn’t help but let out a sigh of relief that his friend was doing alright, despite still having injuries that need to be taken care of, but with Midnight here helping them out, it could be a sign that everything was going to work out for everypony in the end.

At least, that’s what he thought.

Mona is Pen's OC

The joke Midnight made was an impression of Boris Karlof (who portrayed Frankenstein's Monster in the 1931 film Frankenstein), parodied in this as Horris Coltof