The disclaimer about copyrights from the last chapter will apply to this and all future chapters. This story starts three days after the events of Chapter 19, on a Saturday. Note about my tumblr: If something happens there that looks like a scene instead of a question answered, then unless I say otherwise it's canon to the story. Also, I would appreciate any help in keeping the TV Tropes page for Waking Nightmares updated and edited. Thanks in advance.

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Ponyville...
Morning..
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“...You sure you're okay, Miss Rarity?” Pyro said, frowning.

Rarity nodded. “Fine, yes, I'm fine... I can look at my dressing razors without sobbing now...” she said, shuddering. “I still can't TOUCH them, but thankfully I'm past any part in my recent orders where I need to cu... cu... ngh...” She cursed herself for being unable to even say the word. “I just... Really, I just need to try and get on with my life...”

Fluttershy hugged her. “Believe me, I know how you feel,” she said softly.

“What worries me is Dell,” Rarity said. “He said that he was possessed while I was having my nightmare?”

Twilight Sparkle sighed. “Yes... And that means that Nightmare Moon is getting more powerful... If we can't stop Derpy, Rainbow Dash, Trixie, and Applejack from having their nightmares...”

Medic sipped his tea thoughtfully, Archimedes Jr. asleep on top of his head. “Heavy told me Engineer said zat 'the fifth gate' vas 'opened' when he vas under possession... Perhaps if we were to identify zese 'gates?' Ve might be able to lock zem.”

Twilight nodded. “Luna's taught me dream magic,” she said. “I can help craft a spell to get into our heads.”

Medic quirked an eyebrow. “I admit I am unfamiliar vith most magic... But from vhat I've read, zat is very advanced magic. Only ze princesses are capable of doing zat magic easily, Luna moreso zat Celestia.”

Twilight, Rarity, and Fluttershy traded amused grins. “Let's just say that if it's about me having the power to perform the spells, that you don't have to worry about it,” Twilight said.

Medic nodded. “Hnh. Vell, your talent is magic itself, so I suppose zat makes sense.”

Rarity giggled a little. Twilight sighed, and started to say something, when Spy literally appeared next to them all, a stunned look on his face .

“So I'm going about my business, and I overhear Lyra and Bon Bon talking about something zat I find somewhat shocking,” Spy said.

“Huh boy,” Twilight muttered, realizing where this was going. Rarity held a similar frown, while Fluttershy just remained serene.

Spy shook his head. “Fluttershy, is it true? Did Discord live with you for a while?”

“WHAT?!” Pyro and Medic said, visibly shocked.

“Zat mad chaos god?” Medic stammered, startling Archimedes Jr. awake. “He actually LIVED HERE!?”

“After everything you lot said he did...” Pyro said softly. “I can't believe it!”

Fluttershy calmly took a bite of her muffin. Twilight stared at her. “Your choice, Fluttershy,” she said.

Fluttershy just smiled. “I've forgiven him for it,” she said. “Even if you haven't.”

Rarity closed her eyes, sighing. Twilight just frowned, and decided to open the story. “For about about a year, Discord was actually reformed. He even lived with Fluttershy for a while.”

“And here I thought I was your weirdest houseguest,” Pyro said softly, amused despite herself.

Twilight sighed, and continued. “For a while... For a while we really thought he had reformed, that he could be good. But what we didn't realize is that he hated Celestia too much to truly accept the chance she had given him, Celestia hating him right back. And he... relapsed.”

Fluttershy smiled gently. “...He tried, and that's what counts,” she said.

“He nearly killed you, Fluttershy,” Rarity said, frowning. “When he lashed out and attacked, you were gutted by a backlash of magic.”

“He also healed me, surrendered and willingly let us turn him back to stone when he realized what he did,” Fluttershy said. “I know you girls don't like him, but I still consider him a friend.”

Twilight Sparkle sighed. “I love you dearly, Fluttershy. But some things about you I just don't understand...”

Fluttershy smiled at Twilight, a surprisingly mischievous one. “Oh really? You, of all people, don't understand why I'd be kind to and try to befriend a dangerously psychotic and powerful magical being?”

Spy and Pyro realized where she was going with this almost immediately and traded amused looks.

Twilight shook her head. “No, I don't, I...”

Medic just snickered, figuring out what Fluttershy meant also. “Fraulein, I believe she's referring to me,” he said.

Twilight blushed. “I... well, it's different with you, Medic...” she stammered.

“Indeed,” Medic said. “Discord gutted her accidentally. I vould have done it deliberately.”

Fluttershy, Rarity, and Twilight stared at him nervously. Spy closed his eyes, sighing, while Pyro fidgeted uncomfortably. Medic fed a cracker to Archimedes Jr., calmly chuckling. “It is simply vhat I have become over the years. But do not vorry. I have already been reformed, at least partially. Now, I simply turn my violent impulses towards reasonably noble ends. Plus, I trust ze others, Spy in particular, to stop me should I ever lose control.”

“Well...” Fluttershy said, “that's good... I guess...” She then blinked and cringed, realizing what she said earlier. “And I'm sorry that I called you psychotic and dangerous...”

Medic chuckled, sipping his tea. “Except zat I am, Frau Fluttershy. It isn't an insult if it's true. Oh, I have been able to contain myself so far, but ze ozzers vill tell you some of ze atrocities I have committed on ze battlefield, seconded only by Pyro's.” he said. “Still, to be compared to a god of chaos... Zat is vun of the finest compliments I have been paid in my life. Danke, Frau Fluttershy.”

Fluttershy, Twilight, and Rarity traded uncomfortable looks.

“Anyway... in a desperate attempt to change the subject to something happier,” Pyro said, “How's Rainbow Dash doing?”

The three Equestrian natives were very grateful for the subject change. “She's doing good, actually! Sniper's taking her over to Zecora's for her treatment... right now, actually,” Twilight Sparkle said, looking at the clock.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Zecora's hut...
Everfree Forest...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Sniper and Scootaloo sat to one side, Rainbow Dash standing before Zecora as the zebra finished brewing up the latest dose of the anti-Smooze medicine. Once it was ready, Zecora removed a scoopful of it from cauldron (shuddering a little when she touched the cauldron, still remembering her nightmare), and placed it in a small container of ice, letting it cool. Calmly singing an old Zebrican tune, she went over to her desk and got out a glass vial, placing some powdered roots in the bottom of it. She then poured the medicine into the vial, gently shaking it to mix the powdered roots in. She then stood on her hind legs, bracing herself on Rainbow Dash's shoulders as she held the vial over her face.

“If I've done my calculations right,” Zecora said, mainly to herself, “then we'll soon have a most wonderful sight...”

Zecora, humming softly, poured the medicine onto Rainbow Dash's eyes. The pegasus flinched, the medicine still somewhat hot, but she could feel it working as it settled in, a tingling sensation passing through her body. She tried not to blink, but it was difficult.

And then the tingling grew stronger around her face as her vision began to clear, the darkness before her eyes fading. A grin split Rainbow Dash's face as the color came back to her eyes, her vision clearing as the medicine took complete effect. And as her vision cleared completely, the first thing she saw was Zecora standing before her, a wide smile on her face.

“It... it worked!” Rainbow Dash said softly. “I can SEE again!” She laughed, an excited happy laugh, and hugged Zecora tightly. Scootaloo leaped up and cheered, twirling in midair, as Sniper just grinned, pleased for Rainbow Dash. “Thank you! Thank you so much, Zecora!”

“To help a friend is reward enough,” Zecora said, hugging her back and smiling widely. “Just try to avoid evil purple stuff.”

Rainbow Dash giggled. “Oh believe me, I will,” she said, laughing happily and doing a loop de loop inside the hut, landing and scooping up Scootaloo in tight, loving hug.

“Good on ya, Dasher,” Sniper said. “How's it feel to be able to see again?”

Rainbow Dash looked over to Sniper, and blushed. She hadn't seen him or any of the others all that much before she was blinded. But seeing him now, this handsome, rugged stallion who stayed with her to help her in her blindness, declared her a part of his team, despite the fact that he wasn't even from this world...

“Feels better than you can possibly imagine,” Rainbow Dash said almost breathlessly. She was a little confused as to why she was feeling this way, as she had never had this kind of feeling about anyone before. It was like she was grateful, but only more so... To her mild alarm and excitement, she realized she was feeling attracted to him.

Sniper found himself blushing involuntarily, grinning. She's cute when she blushes, he thought involuntarily. Once he realized what he had just thought, he coughed, and adjusted his hat. “Well, it's good that you got your sight back. Just remember what I taught you and you should be... well, forty percent cooler.”

Both Rainbow Dash and Sniper giggled at that, blushing sheepishly and looking away. Scootaloo, still in Rainbow Dash's forelegs, traded amused looks with Zecora, both of them realizing what was going on between them.

Easy, Rory, Sniper admonished himself. Keep it professional. You just look like a pegasus right now, and you're planning to leave this reality eventually. You don't need to get involved romantically... Even if she is cute when she blushes, and has a wonderful smile... Sniper cringed inwardly. He'd lived with her all this time and NOW he starts getting silly around her!?

Rainbow Dash took a deep breath to calm herself. Okay, just stop, she told herself. Yes, he's handsome. Yes, he helped you all this time without needing to be asked to do so. He's also not from this world and plans to go home.

It helped her to think that. A little.

After a brief, awkward moment, both of them coughed and relaxed a little. “All right then,” Sniper said. “Let's get back into town. I'm sure the others will want to hear the good news.”

“And I should get going too,” Scootaloo said. “Me and the girls have some plans going today.”

“Oh really?” Rainbow Dash said. “What of? Can I help? Or at least watch?” She giggled. She could actually WATCH things again.

Scootaloo smiled. “Actually... I kinda wanna set this up on my own,” she said. “I think I actually may have an idea on how to get my Cutie Mark that will actually WORK.”

Rainbow Dash grinned. “Well, let me know if and when it does, kiddo. I'll get Pinkie to throw you the biggest Cute Céana of all time.”

Scootaloo grinned, practically gliding out of Zecora's hut and dashing off on her scooter. Sniper turned to Zecora and said, “How about you, sheila? It's getting near lunch, I'd be happy to treat both you and Dasher.”

Zecora shook her head. “I have potions to make, and orders to fill. Sadly, I do not have time to kill,” she said.

“Another time then,” Sniper said, tipping his hat to her.

Zecora nodded, and went over to her desk to start sifting through some potions. Sniper and Rainbow Dash, who seemingly couldn't stop smiling, flew back into town.

“Everything seems so bright!” Rainbow Dash said, loop-de-looping once she got out of the forest.

Sniper chuckled. “That's because you haven't seen anything in so long, everything seems new to your eyes,” he said.

“It's a great feeling,” she said, hugging Sniper. “And thanks again for helping me during all this.”

Sniper blushed brightly. “S-Sure thing, Dasher,” he said, grinning.

They came into town, where Fluttershy, Pinkie Pie, Rarity, Twilight Sparkle, Applejack, Derpy, and Trixie were all gathered at Sugarcube Corner, apparently discussing something.

Rainbow Dash grinned, power-diving into the group of them. “Hey girls!” she said. “Nice to SEE you all again!”

“Rainbow Dash, what are you...!!” Twilight started to say. But then she realized what Rainbow Dash said. “...You mean you're cured?”

Rainbow Dash giggled. “Yep! Rainbow Dash is back in action at full capacity!” she said, looking around at them all, admiring how bright their colors all seemed.

“YEE-HAW!” Applejack said, hugging Rainbow Dash tightly. “That zebra's a miracle worker!”

“Omigoshomigoshomigosh! I gotta throw a 'Dashie Can See Again' party!” Pinkie Pie almost chirped as she bounced around happily. “And naturally Zecora will be invited too, since she's the reason you can see again!”

“That's wonderful, Rainbow Dash!” Fluttershy said, grinning widely.

“It's good to have you back at full strength, Rainbow Dash!” Twilight said, smiling.

“Most excellent, darling!” Rarity said, patting Rainbow Dash's shoulders. “Why, everything must seem so vibrant and colorful now, after not being able to see it for so long!”

“You have no idea,” Rainbow Dash said, laughing as she and the others save for Sniper, Trixie, and Derpy piled on each other in a hug.

Derpy giggled. “I'm so happy for you Rainbow Dash!”

“Indeed,” Trixie said. “I won't even pretend to understand what you've been through. But as good as it is to have a friend back at full capacity, we were discussing something important.”

Rainbow Dash blinked. “What's up?”

Twilight nodded. “Five out of nine of us have been attacked by Nightmare Moon. And has evidence has shown, she can possess us, as well as our BLU counterparts... Heavy told us, however, that when Engineer was possessed he mentioned the 'Fifth Gate' being opened. My guess is that the last four of us are also 'gates,' and that the BLUs are 'gatekeepers' of sorts. Somehow, the 'gates' are either the nightmares themselves or something in our minds.”

Rainbow Dash nodded. “I think I followed all of that,” she said. “So what's the plan?”

“Well... Luna's taught me some dream magic, and I bought some potions from Zecora that should help stabilize the magic as well. I was going to suggest both all of us and the BLUS entering the dreams of one of the remaining four of us and link it to their BLU counterpart. If we can identify whatever is the 'gate,' we might be able to close it and prevent Nightmare Moon from getting any stronger,” Twilight said.

Rainbow Dash nodded. “All right. I volunteer,” she said.

Derpy blinked. “You sure, Rainbow Dash? I'd be more than willing to help. Plus, you just got one bit of magical damage healed...”

Rainbow Dash rolled her eyes. “I appreciate the thought, Derpy, but I won't get anywhere if I play it safe the rest of my life. Plus, I trust Twilight completely not to mess up my brain.”

Twilight blushed, grinning. “Okay then,” she said. “We'll meet at the BLU base this evening, since that's almost finished and has the biggest living area.”

Sniper nodded. “I'll let the others know,” he said.

The others nodded and dispersed, Rainbow Dash the last to leave. “You sure you're okay with this? When I volunteered I basically volunteered you as well,” she said.

Sniper smirked. “Dasher, if you didn't volunteer I would have. You're willing to do whatever it takes to help your mates, and so am I. I've always liked that about you.”

Rainbow Dash blushed, smiling.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Later on...
A dreamscape...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“I must say, Celestia, I'm honestly surprised to see you here,” Discord said, the draconequus resting on a cloud hammock between two giant candy canes, the landscape of Discord's dreams a giant mass of random.

Celestia frowned. “I don't have the time to go through the process of disabling all of the traps I've set up to get to your cell. Luna has helped me to enter your dreams so we can talk.”

Discord snorted. “I thought I felt my lovely moon become more pompous,” he said, looking up at its shadow, which now bore Luna's distinctive appearance.

“NO TRICKS, DISCORD,” Luna intoned in the Royal Canterlot tone. “THIS MAY BE YOUR DREAM, BUT I AM IN COMMAND OF IT.”

Celestia nodded, smiling up at her sister's image on the moon. “Thank you again, Luna. I...” She frowned, noticing something. “...Did you take a bite out of the moon?”

Luna blinked, her shadowy image on the moon going from looking imposing to looking sheepish in seconds. “I... ah... Tia, this moon... it's feta cheese. I love feta cheese.”

Celestia facehoofed as Luna took another bite of the moon, Discord cackling madly and falling out of his hammock. Celestia rolled her eyes and continued. “...At any rate,” she said. “I need your help.”

“And why would I help you, Celestia?” Discord said, teleporting behind her. “You know precisely how I feel about you, my pretty little pony.”

“...Yes, I do,” she said. “I feel exactly the same way. But as when I sent you to the Elements of Harmony to be reformed, I know that you can use your tremendous power for good. Which is why I need to ask for your help with Slendermane.”

“Ah...” Discord said, frowning. “That thing.” A thoughtful look crossed his face as he sank into the ground. His face appeared on the candy canes, a thoughtful expression on it. “I take it that Slendermane's haunting you?”

Celestia nodded. “Most recently, I began to refer to Slendermane in the first person, as if I were it.”

The candy canes swirled, merging into Discord. “Yes, that's definitely ol' Slendy...” he muttered.

“You are familiar with this thing? You seemed to be the last time we talked,” Celestia said.

Discord nodded. “Oh yes indeed, I am,” he said, creating a glass of chocolate milk for himself.

Celestia frowned. “Then can you help me? I feel that Slendermane is becoming a very real danger to my sister...”

Discord stared at her with a sudden intensity. “...Oh dear,” he said softly. “It's further along with you than I thought...”

Celestia frowned. Luna glared at him. “What do you mean?” the moon princess demanded, manifesting physically in the dream.

Discord shook his head. “Luna isn't Slendermane's target, Celestia. You are.”

“What?!” Celestia stammered.

Discord shook his head. “And if you're the target, then that means that Fluttershy will be in danger... Oh damn it, why didn't I see this coming?” he said, cursing himself.

Luna frowned. “But that is why you have to help us, Discord,” she said, stepping forward. “Fluttershy still considers you a friend, despite the fact that your relapse nearly killed her.”

“She does?” Discord said softly, a hopeful look crossing his face. “I... no, I can't.” He shook his head, gulping his chocolate milk and tossing the glass away, which turned into a flying toaster before it landed and flew off into the distance, singing show tunes.

Celestia and Luna stared at it for a minute, frowning. “Discord...” Celestia said. “Please... I'm desperate. If the madness growing in me cannot be arrested...”

“There is an alternative to that,” Discord said softly.

“What do you mean?” Luna asked.

Discord looked directly into Celestia's eyes. “Instead of fighting the madness, embrace it. Give into the madness. Let it take you, and become a draconequus.”

“WHAT?!” Celestia and Luna chorused.

“Oh indeed,” he said, chuckling and drifting about aimlessly. “I've seen it before. While I was born this way, alicorns can become my species if they go insane. And really, it might even help you in the current situation. If you're already insane, then the monsters can't drive you crazy. Plus, you'll get a major boost in power. And all that's happening right now that you can't make sense of? All those random squiggles of life that you're having trouble discerning? They'll become as simple and straightforward as A...” He turned into the letter A. “B...” He then turned into a gigantic honey bee with a massive stinger, both princesses stepping back in alarm. “C...” He turned into the Caspian Sea, dousing both princesses.

He giggled at the glares on their faces as he turned himself back to normal. “Oh come on, you had to admit that was at least a little funny!” he said, chuckling.

They glared at him a moment, dripping wet and irritated, but eventually a smirk crossed their faces. Discord cackled and snapped his fingers, drying them both off instantly.

“As amusing and... surprisingly refreshing as that was,” Luna said, “there's still the Slendermane matter.”

“Is that really the only chance I have to fight him?” Celestia said softly, visibly disturbed by the idea of giving into her growing instability. “Wouldn't it be simpler for us to release you and let you help us fight him? Certainly with your great power...”

“It's stronger than me,” Discord said abruptly, closing his eyes.

Celestia and Luna traded frightened looks. “W-What?” Celestia stammered.

Discord sighed, creating his cloud hammock again and laying on it. “There's nothing I can do to stop it,” he said. “I call it a peer, but that's just a conceit on my part. I'm not completely sure what it is, but during the darker days, I frequently worked with it to hurt ponies. I couldn't affect it with my powers, but it seemed to enjoy my presence and never acted against me, even when I attacked it the first time I saw it.” He shook his head. “I'm sorry, but you've wasted a trip.”

Luna shook her head. “No... No, I can't accept that. There has to be something...”

Anything else Luna may have said was cut off as she was suddenly turned to stone. Discord blinked at her, surprised. And then the bright and colorful landscape of Discord's dream suddenly changed. The moon became solid stone again, a scratchy red circle with an X through it appearing on the surface. The land became dark and gloomy, filled with dead, lifeless trees that looked like thousands of vicious claws reaching towards the sky.

“What in blazes...” Discord said. He turned to Celestia, and gasped softly.

All the fear, all the confusion had gone from Celestia's face, replaced by a cold, angry smile, her eyes alight with madness. Standing next to her, almost intimately close, was Slendermane. Its head was bent towards her ear, as if it was whispering to her.

“You'd like us to believe that, wouldn't you?” Celestia said softly. “So many lies... The master of deception and trickery. How fitting that the Lord of Disharmony would make up such an unlikely story.”

“Damn it Celestia...” Discord muttered.

“I should have known this was a mistake,” Celestia said. “Of course a hateful creature such as yourself would lie. Of course the one who almost murdered the Element of Kindness, who foolishly forgives you even now, wouldn't lift a finger to help.”

Discord stayed silent, just glaring at Slendermane. Celestia sneered at him. “You're right, Discord. We did waste a trip. We won't bother you in your prison again. And no matter what, no matter who has to suffer for it, be it you, Slendermane, or anypony else, I will make sure that my sister is safe,” she said, disappearing from the dream. Slendermane remained, turning its sightless gaze on Discord. There was a brief moment of silence between the two of them, as if Slendermane was speaking to Discord in a voice only he could hear.

Discord scowled. “...No, I won't help you. If you had asked me a little over a year ago, I would have said yes. But things are different now. And this scheme you've got? It puts the first friend I've ever had in my entire life in grave jeopardy. So to Tartarus with that, and to Tartarus with you.”

There was a brief silence, and Discord shook his head. “Yes, I hate Celestia. Yes, I enjoyed seeing you make the little skitter sparks dance around her damaged brain. But I know you. You won't stop with just Celestia. Your plan will hurt everypony, including the one I care about.” He glared at Slendermane. “I'd rather become a Bastion of Order than let that happen.”

Slendermane stared at Discord curiously, cocking its head to the side... and then vanished, his dreamscape reverting back to its colorful assortment of random, Luna turning back to normal.

The Moon Princess looked around frantically. “What... how... What just happened!?”

“Slendermane took over the dream, and froze you in stone to have her talk to me alone,” Discord said, irritated. He reached up to the feta cheese moon and pulled off a chunk of it, noshing on it. “It ramped up Celestia's hatred of me and made her reject everything I said.” He sighed wearily. “Idiot...”

Luna frowned. “Why do you hate my sister so much?” she asked. “I understand her end of things. But I've always been curious about your end...”

“Congratulations,” Discord said. “You're already showing that you're smarter than your sister by being willing to learn.” He polished off the cheese he was eating and snapped his fingers. He and Luna were transferred to a classroom. Discord was wearing a suitcoat and glasses, while Luna suddenly found herself wearing a stereotypical Japanese schoolgirl uniform instead of her royal regalia, including knee high socks and slip-on shoes on her legs.

Luna stared at her outfit, confused, as Discord pulled down a screen, snapping his fingers and creating a slide show device. It showed various pictures of Luna and Celestia as Discord narrated.

“Have you ever looked at someone and KNOWN what their capable of, only to see them stifle it completely for some stupid reason?” he said. “I never hated your kind. Hell, I even respected you all for standing up to me! And I made sure to learn and remember the name of each and every one of you I've ever crossed horns with. And as for you two... I've looked at Celestia all her life, even during the war between myself and your kind. I've seen her love of harmless pranks and friendly practical jokes. And when she gained the first of her three Elements of Harmony, the Element of Laughter, I thought 'finally, finally, a pony who understands.' She'd realize how much potential for delightful chaos she has. For the Element of Laughter? It is pure chaos magic, as is the Element of Love.”

Luna blinked, visibly surprised by this. The slide show, meanwhile, was showing pictures of a young Celestia and Luna going about the palace, playing harmless tricks on the guards. Luna smiled, fond memories coming back to her.

Discord scowled as the slides changed, showing Celestia's mane changing from pink to the multi-colored corona it was today. “But then she started to become a Bastion of Order... All that lovely potential, wasted on a role that fits her about as well as a dress made for one of the Cutie Mark Crusaders would.”

“She has done well supporting the cause of Harmony,” Luna protested. “Isn't Chaos more your department?”

“Chaos and Disharmony are two different things, Luna,” Discord said. “Same with Order and Harmony. Remember that. Your sister was never able to make that connection, never realized that I only started calling myself a Spirit of Disharmony until AFTER she embraced her own ill-fitting role.” Discord shook his head, his tone intensifying as his anger grew. “How many servants does Celestia have to help her run Equestria? How many times, just since your return, has she found herself wishing on a star not to be worshiped, but just to be friends with her subjects, to live and play with them as a normal pony? All that joy of life she once held... All that potential for delightful, harmless chaos... Everything she could have been, all the good she could have done... WASTED!!”

In a fury, he punched the screen, the reality of the dream warping around his fist and reducing the screen and the wall of the classroom to a twisted, horrifying wreck, Luna flinching at the sight of it.

Discord panted, visibly forcing himself to calm down. He huffed, and sagged into one of the classroom chairs. “Like I said, I didn't have anything against you alicorns at first. You were just opponents, worthy opponents who had my respect. But when I saw all the potential Celestia was wasting in herself, I just...” He facepalmed, sighing. “It would have been so much easier with you as the Bastion of Order and her as the Bastion of Chaos. With both of you serving Order, creating an imbalance, of course a Spirit of Disharmony would have to emerge. I wasn't going to let that title be wasted on someone who completely ignored her true potential.”

“...That makes too much sense,” Luna said, a thoughtful expression on her face. “Which is frightening, considering who it came from.”

“I knew there was a reason I always liked you better,” Discord said, smirking.

Luna frowned, turning to Discord and asking, “Would Celestia letting herself go mad really help?”

“She can't be driven insane if she's already insane to begin with,” Discord said. “Back when Slendy and I were actively working together, during my war against your species, his mind-bending powers had no affect on me whatsoever. I could see through his illusions, and his madness-inducing abilities were about as effective on me as Fluttershy's silly Stare was.” He then sighed, and dispelled the illusion of the school. He floated back to his hammock, laying down again. “Protect your sister. Protect Fluttershy. Try and tap Pinkie Pie and Scout, as Slendermane has always had trouble against comedic assaults. But most of all, be careful. Because there's very little even I can do against Slendermane...”

Luna frowned, and then disappeared, leaving the school uniform behind. Discord sighed again, and manifested a picture. It was of Fluttershy hugging him, an awkward, uncertain smile on his face. The picture was at the base of his statue in the real world, a concession Celestia made for him.

He sighed, pressing the picture to his forehead. “Damn it, damn it, damn it... Don't you dare hurt her...”

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Reality...
Luna's bedroom...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Luna opened her eyes as she left the dream. She stretched, and turned to her sister to talk to her about what they heard.

Except she was no longer in the room.

“Tia?” Luna said, looking around curiously. She stepped out of the room, trying to detect where her sister had gone, then going to look out the window to see if she could see her sister flying off somewhere.

A nervousness overtook the Moon Princess's heart. Slendermane had gotten to Celestia in the dream. Could it have...?

She concentrated, her horn glowing, casting out a spell over the entire palace. Her blood ran cold with fright when her tracking spell found no trace of her sister's unique magical presence anywhere inside the grounds of the castle.

“HARBINGER!” she called out.

The superfast Captain of the Guard was by her side in short order. He bowed. “Yes, my lady...”

“Celestia has disappeared,” she said.

“W-What?!” Harbinger stammered.

Luna nodded. “I need you to help me find her, but I need this done discreetly,” she said. “I will disguise myself as an Earth pony guard, and we shall look together, and...”

Luna paused, staring behind Harbinger. Harbinger turned to where she was looking, spotting a pony with dark black fur, is species, gender, and face hidden entirely by a dark red hooded sweatshirt, only a hint of its muzzle visible. On it's flank was Slendermane's symbol.

“I think...” Harbinger said. “My lady... that we are about to learn where your sister is...”

The hooded pony nodded, and started running. Harbinger and Luna both ran after it, not bothering with a disguise as they were led down the halls of the palace towards the servants' quarters. They passed dozens of doors, Harbinger almost having to lapse into his superspeed to keep up with the hooded pony.

Finally, they came to a dead end, the hooded pony turning and disappearing around a corner. The Captain of the Earth Pony Guard and the Princess of the Moon turned the corner as well... finding Celestia laying in a pile of bagged kitchen waste, a dull, vacant look in her eyes and her horn covered in blood.

“Tia!” Luna said fearfully, automatically rushing to her sister's side and embracing her, teleporting herself, Celestia, and Harbinger back to her personal chambers. She cast a healing spell on Celestia, the Sun Princess slowly coming to her senses.

“Luna...?” she said groggily. “Wha'... Wha' happened?” She looked outside, confused. “Why is it night now?”

“Tia, you disappeared after we finished talking to Discord in the dream world,” Luna said, ignoring the alarm on Harbinger's face at the mention of the draconequus's name. “We found you in a pile of kitchen trash, your horn covered in blood...”

Celestia blinked, confused. “Blood, I...” she stammered. She looked up at her horn, her eyes widening in fear as she noticed the blood for the first time. “No... I don't... wait, we talked to Discord?”

Luna nodded, frowning. “Earlier this evening. You had me access the dream world, and... Tia, this was your idea!”

“Evening?!” Celestia almost shrieked. “How... I... what time is it?”

Luna and Harbinger traded frightened looks. “Your highness,” Harbinger asked, “what's the last thing you remember doing?”

“Raising the sun!” Celestia said, whinnying fearfully. “I... I've lost a whole day!? And who's blood is this?!”

“Tia!” Luna shouted, hugging her terrified sister tightly and stroking her mane. “Calm down, calm down...” Celestia whimpered, visibly tearing up as she hugged Luna back. “Go get cleaned up in my bathroom. We'll talk later.”

“O-Okay,” Celestia said, shivering. She hugged Luna again and slowly trotted towards the bathroom, trying to figure out how she forgot an entire day of activity, a cough racking her throat as she left.

Luna shivered. “This is insane...” she said softly. How could she have done this? Was I really asleep that much longer than she was? “To think that this Slendermane could affect someone as mighty as my sister...”

“My lady,” Harbinger said. “There's still the matter of the blood...”

“Find out who was killed and make it seem like a robbery gone bad,” Luna said, shaking her head. At Harbinger's concerned look, she said, “How would it seem if it got out that Celestia killed someone without even remembering it? The nobles would pounce like a shark on bloody meat.”

Harbinger nodded, seeing the logic of it. That didn't mean he LIKED IT. But he knew his duty. “Is there anything else I can do for you?”

“Yes,” Luna said. “If what I suspect has happened has occurred, then my sister's deteriorating mental state has started to make her dangerous. Inform Barricade and have her contact the Stealth Corps. Until this is cleared up one way or another, I want my sister's actions monitored.”

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Meanwhile...
Human world...
Gray Industries...
Evening...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“Sir, the mercenaries were simply able to overcome our tactics,” the Engineer robot said. “We will do better next time.”

Gray Mann scowled, running a hand through his thin gray hair. “Next time? You Engineer bots, the greatest of my robot army, were unable to defeat the mercenaries at their decoy base after challenging them directly?!”

“We underestimated the mercenaries. We are legion, they are but nine. We shall keep fighting. We shall keep learning. And we will defeat them once and for all,” the Engineer robot said.

“Several of you spent the match looking for the location of their Respawn device instead of building teleporters and Sentries,” Gray accused.

“While many others of us focused on the conceived strategy,” the Engineer robot said. “If you had deployed more Super Scouts as we requested...”

“YOUR jobs are to figure out how to defeat the mercenaries with the legion I GIVE YOU!” Gray snarled.

The Engineer robot seemed to frown. “...With all due respect sir,” it said, “the other bots aren't that intelligent...”

“They have all the AI needed,” Gray said, waving dismissively.

The Engineer robot turned to the gathered legion of Heavy, Demoman, Medic, Scout, Spy, Sniper, Pyro, and Soldier robots and shouted, “HAIL LORD GRAY!”

“HAIL LORD GRAY!” the legion responded automatically and in perfect unison.

The Engineer robot simply turned back to Gray and folded its arms. Gray sweatdropped. “Yes... well...” Gray said, coughing. “Perhaps the Hailing circuits took up a bit more of their AI than I thought they would...” He chuckled, calming down. “And I did want you Engineers to be able to act more intelligently than the others, to be able to change tactics on the fly. I assume you have a request?”

“The other Engineer bots have discussed it and have decided that my personal survival rate makes me the best candidate for the following stratagem: Upgrade the AI of one of each robot type and have them be the commanders of each unit. With an overall commander instead of a general implanted set of tactics, we'll be better able to counteract the mercenaries,” the Engineer robot said in its cold mechanical tones.

Gray nodded. “A logical plan. You do understand that I will be adding a 'total loyalty' program in all the commanders, of course.”

“Sir, I'd be honestly surprised if you didn't,” the Engineer robot said.

Gray nodded. “Very well. Return to your berth. I will look over the various members of the legion and determine which of the bots to upgrade.”

The Engineer robot nodded. “As you comm-c-ccommaaazxxxnnzhz..x......xaj.....” it stammered as it suddenly began spasming, the glowing blue optics on its head flickering as its voice degenerated and distorted into static.

Gray looked at it in surprise. And then the sound grew louder, as every single one of his gathered legion of robots began to spasm, distorted sound issuing from their bodies. Gray stepped back, alarmed. He quickly examined the Engineer robot, finding no sappers on it, or on any of his other robots.

He cringed, staggering back, the distorted sound getting louder and louder. He covered his ears, but it didn't help. He screamed, the lights flickering around him, and fell to his knees, the sound becoming deafening.

And then, quite suddenly, the sound stopped. Gray blinked, and slowly stood up, looking around the room.

What he saw nearly made him fall down again.

Every single robot in the room, from the mightiest of giants to the lowliest of Scout robots, were all staring at him, their optics glowing a dark, bloody red.

And they were all pointing their weapons at him.

“Oh dear...” Gray said softly, gulping and slowly backing away. “So this is what fear feels like. I do not like the sensation, not a single bit.”

He backed away from the army of robots that had seemingly turned against him... only to bump into something. Slowly, his heart pounding, Gray turned out to see what he had bumped into. When he saw it, he let out a cry of fright, falling over and frantically scrambling back.

Slenderman stood there, tall and shadowy, his pale not-face and bright red tie the only things clearly visible in the darkness. He loomed over Gray, taller even than his giants.

Gray gulped nervously. “Okay... Okay...” he said. “Judging by what I heard in the aftermath of the attack on 2Fort, I'm guessing you're the Slenderman.”

Slenderman just stared at him, unmoving, the red lights from the robots giving the appearance of Slenderman being covered in blood.

Gray gulped, and slowly got to his feet. “Obviously, you're a far greater power than I am. Considering your mere presence seems to have overridden my robots and turned them to your service. And yet I'm not dead...” He stood up completely, and straightened his tie. “I'm guessing you want something from me.”

Slenderman brought forth its hand and opened it, revealing a bar of glistening gold Australium.

Gray grinned wickedly, his confidence returning. “I think I understand... You wish my services. In exchange, you shall acquire for me the Australium.” he said.

Slenderman slowly nodded.

Gray chuckled. Bargaining. This was much more familiar territory for him. Granted, the creature he was bargaining with scared the hell out of him, but business was business. “Then let's discuss business, my eldritch associate.”

Elsewhere, in the abandoned BLU base at the 2Fort facility, a wizard slept fitfully, his dreams overtaken by nightmares about a faceless monstrosity...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Ponyville...
BLU base...
Evening...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“The place is really shaping up!” Applejack commented as she looked around the impressive stone building, the group of them gathered in the main lobby. “Got the lights on and everything!”

“Aye, lassie,” Demoman said, chuckling. “All that's left now is wait for the furniture and equipment we ordered te be delivered, and we'll be able te stop imposin' on ye...”

“We really haven't minded,” Fluttershy said, blushing.

Pyro giggled, nuzzling her.

“We know,” Engineer said, hooking Gem Sentry and her programming computer up to the base. “But we still want to clear out. It's more convenient to have a meeting place for us, as well as a place to train that won't put any of y'all's personal property at risk.”

“And besides! Our base is big enough for everypony!” Pyro said, pausing to adjust her hair bow. “You can have sleepovers at our place!”

“Speakin' of sleepovers,” Scout said, staring as Rarity began setting up a rather palatial tent. “...Good God, Rarity.”

Applejack turned from where she was setting up her own sleeping bag, and facehoofed. “Rare, it's not like we're sleeping in a cave. Y'all didn't have to bring Castle Campout there,” she said.

Rarity just smirked. “I simply have higher campout standards. And I REFUSE to sleep on the floor,” she said. “Of course, there is room for two in here. And I wouldn't mind having some rustic, apple-scented company.”

Applejack blushed brightly, unable to keep herself from grinning. Rainbow Dash grinned and nudged her teasingly.

Pinkie Pie, meanwhile, was talking busily with Zecora. “I'm planning on throwing a party for you and Dashie! Her because she has her sight back and you because you helped her get it back and THANK YOU SO MUCH FOR DOING SO!” She hugged Zecora tightly, the zebra blushing and nearly dropping the potions she was setting up. “To make sure this is a super-awesomely-special party, I need you to remind me again what sort of treats you like so I can make sure it's the bestest best party since... well, my last one!”

Zecora grinned widely. “Let us focus on doing this spell first, please... although I am lately quite fond of things with cream cheese...” she said.

Pinkie Pie giggled, making a mental note of it. “Okie dokie lokie!” she chirped, bouncing off and letting Zecora continue to draw an enchantment circle around them, Spike setting up small pots with a sweet smelling pile of leaves in them around the circle.

“What is zis, zen?” Spy asked, sniffing the pots.

“Griffhalan dream weed,” Twilight said as she looked through a spellbook. “It's a sleep aid, one meant for helping you relax. It's used a lot in aroma therapy. It's called dream weed because everypony who's reported using it has reported having good dreams.”

“Lord knows ve could all use zat,” Medic muttered.

“So what are we doing anyway?” Heavy rumbled.

“The dream weed will be burned, creating an aroma to help us relax. The circle Zecora is drawing will help with a spell that shall allow all of us to enter the same dream world. Rainbow Dash and Sniper will be the focus of the dream, as we'll be entering into their dream world to try and identify anything that might be the gate,” Twilight explained.

“This is a pretty big spell, Twilight,” Fluttershy said. “Are you sure you have enough strength for it as is?”

“I've done the calculations for it. If I partially unbind my full power, I should have just enough to successfully cast the spell,” the lavender unicorn said.

The BLUs traded surprised looks. “Unbind your power? Vhat do you mean?” Medic said.

Twilight sighed. “Long story,” she said. “One I'm not fully comfortable telling which involves a lot of personal pride... and shame...”

Medic frowned, but nodded, the other BLUs willing to drop it as well. Once Zecora finished drawing the circle, Twilight whispered some words in a language none of the BLUS recognized. There was a brief swirl of power around Twilight Sparkle, and for the briefest instant, the BLUs thought they saw wings emerging from her back. When the magic had faded, Twilight's horn had grown a little longer.

“Huh...” Medic said. “Very interesting...”

“I'll explain later, I promise,” Twilight said. “We just have bigger concerns right now.”

The BLUs traded looks and nodded, deciding to let it go for now.

Spike, who had been setting up the pots, gave a thumbs up to Twilight. “All the components are ready,” he said, hopping up on her back.

“The circle is now fully complete,” Zecora said. “We can now begin this magical feat.”

Twilight nodded. “Spike, ignite each pot,” she said.

Pyro blinked. “Wait, why him? I'm the fire unicorn!” she protested.

“I'm sorry, Pyro, but dragon fire has the appropriate magical properties needed for a spell of this level,” Twilight said, grinning apologetically.

Pyro pouted cutely. Engineer chuckled and nuzzled her. “It's all right, darlin,'” he said. “We'll find something for you to incinerate later.”

Pyro seemed mollified by that and snuggled up to Engineer. Spike, meanwhile, was going over to each pot and breathing a gout of flame into it. The leaves ignited, burning gently, smoke swirling around the room. Almost immediately, everyone in the room began to get drowsy.

Twilight yawned. “Okay. Everyone sit with their fusion partner,” she said. “Spike, you're with me and Medic. Rainbow Dash, you and Sniper in the center.” She yawned again. “One thing... I needed Spike to provide dragon fire for the spell, but because he's a dragon it'd require more power than what this spell holds to put him in the dream with us. So don't be worried if you don't see him once we're inside.”

The others nodded, and began to pair up. “Looks like ah'm the one that gets to share 'Castle Campout,'” Engineer said, chuckling and yawning as he went over to Rarity's palatial tent. He looked in and froze. “...Is that a hot tub? And... good lord, a second floor?”

Rarity grinned. “I mainly bought it for myself and Sweetie Belle when she convinced me to go camping with her,” she said. “She was quite appreciative when she realized to what expense I was willing to go for her.”

“Even if y'all did make her haul it up there for ya,” Applejack teased.

“A little exercise is good for a young foal! Strength training!” Rarity said, smirking. “Unicorns don't have an Earth Pony's natural strength, after all.”

Engineer shook his head. “This is quite the extravagant tent,” he said, yawning. “How does the rest of the spell work?”

Twilight yawned. “I've already cast it as Zecora was drawing the circle. It'll trigger once we're all asleep,” she said.

“Let's settle in then, mates,” Sniper said, crawling into his sleeping bag. “We've got some dream hunting to do.”

Everypony paired off, laying down in their sleeping bags in a circle around Rainbow Dash and Sniper. Sniper, as he lay down, tipped his hat to Rainbow Dash. “Sweet dreams, Dasher,” he said.

Rainbow Dash grinned. “You too, Snipes,” she said.

Once everypony had laid down, the relaxing effects of the dream weed kicked in, everypony quickly drifting off to sleep. The spell circle glowed, the combined magic of Zecora and Twilight activating and surrounding Rainbow Dash and Sniper in a soft, warm glow, linking itself to all the others. But as it did, a wicked chuckle echoed through the chamber. A shard of darkness snuck in, snaking into Sniper's head. Rainbow Dash's glow became the same as the others as the glow around Sniper intensified.

And at the same time, Gem Sentry's eyes lit up as a pony in a concealing hooded sweatshirt came in and began typing.

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Dream world...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“I don't understand,” Twilight said. “We should be starting in Rainbow Dash's mind, not Sniper's.”

The nine Elements and eight of the BLUs, minus Sniper, who's head they were in.

“Wow... just... wow,” Scout said as he admired his surroundings. “Why does Sniper's mind look like this?”

The seventeen inhabitants of Sniper's mind looked around, seeing the well-organized facility around them. Twilight frowned, and said, “Well... In dream magic, the shape of a dream of a pony's mind can reflect the personality of the pony him or herself... I guess for someone as professional as Sniper, the dream reflects itself as... well, this.”

The seventeen of them, the BLUs in human form (which surprised the Elements at first), the Equestrian natives in their natural form, were all standing in the hallway of a vast office building. Every door was clearly labeled, everything in neat, organized rows.

“This is freakin' weird...” Scout muttered.

“No,” Rainbow Dash said, looking over the others. “What's weird is you guys as human. The human yous look better as girls.”

Pyro and Pinkie Pie giggled. “Hey hey!” Scout said. The others just took it in stride.

Demoman was grateful to find that his dream self had a bottle of scrumpy. He sipped it and looked around. “If nothin' else, lads and lassies, we know that our mate has his shite together,” he said.

“We were forced into Sniper's mind first for a reason,” Soldier said, a snarl on his face. “Which mean's there's something affecting our teammate.”

The faces of the BLUs all visibly darkened with anger.

“Twilight, can we manifest weapons in the dream?” Engineer asked.

Twilight nodded. “The dream we're in is a lucid one, so we should have full command of ourselves. You're in your human forms, but I can still sense the magic from your pony forms so you should be able to manifest them as your weapons,” she said.

As a test, Spy reached into his coat, concentrating. He felt a familiar shape fill his hand, and pulled out his revolver. The other BLUs summoned their own weapons, and nodded, satisfied.

“Let's go,” Engineer said. “Everybody pick a room and look around for alterations.”

The ponies and humans paired off, each heading to a different door in Sniper's mind.

Scout and Pinkie Pie immediately went for a door marked 'Fantasies – XXX.' Rainbow Dash snickered. “Why am I not surprised that you two clowns would go for this door first?”

“'Cause you know us so well?” Pinkie Pie giggled.

“This is probably the only time I'll get to see how the ultra professional truly thinks,” Scout said. “What irresistibly cute scamp in their right mind would pass up an opportunity like that?”

Chuckling, they opened the door, revealing a room with a television in it and several video cassettes, all clearly labeled and dated.

“Geez louise, Snipes,” Scout said. “Even his wet dreams are organized.”

“Well, at least he's neat and tidy! So that's good!” Pinkie Pie said.

Nice to know that he's the type to clean up after himself, Rainbow Dash thought. She then blinked, wondering why she thought that mattered.

Scout picked out one of the more recent tapes, marked 'RD3.' He put it in the VCR beneath the television, he, Pinkie Pie, and Rainbow Dash sitting back to watch.

On it, Sniper, in his human form but wearing a Robin Hood-style cap instead of his usual slouch hat, used a bow and arrows to shoot down evil knights that were harassing a beautiful, buxom princess with colorful hairstyle.

“Who's the girl supposed to be?” Rainbow Dash asked, confused.

Pinkie Pie giggled. “Look at the pattern of her hair. Look at her dress's coloring. And I think she has a brooch like your Cutie Mark!” she said.

Rainbow Dash looked again. “...Wow,” she said softly. “So that's how he imagines me as a human?”

Scout chuckled. “Not the most aerodynamic design,” he said.

Rainbow Dash grinned. “Yeah, but he imagines me as a pretty human, so that makes up for...” she trailed off as the princess began to 'reward' Sniper for saving her, Dash's eyes widening.

“Um, damn...” Scout said, impressed.

“Wowie zowie...” Pinkie Pie whispered, unable to stop giggling.

Rainbow Dash found herself unable to make anything more than a squeak, her wings having involuntarily pomfed out to their full span, her face redder than the red parts of her mane.

“Okay...” Scout said softly. “I think Spy needs to stop teasing Snipes about being a prude... Damn...”

Spy and Zecora were near the same section of the hallway, examining the doors. They overheard Pinkie, Scout, and Rainbow Dash talking, and traded amused looks.

“Of course zey'd go for his sexual fantasies first,” Spy said, rolling his eyes and pulling a cigarette out of his disguise kit. He pulled off his balaclava, revealing his handsome human face, and lit it. He sighed, feeling the relaxing smoke enter him, even if it was just a dream cigarette.

Zecora looked him over, frowning a little. Handsome for a human, I guess... But I greatly prefer his looks as a pegasus, I think.. Gah, what am I thinking? she thought, cursing herself. We have work to do. “Still, it is a good idea, this, to check private corners for anything amiss,” Zecora said.

Spy nodded. “Too true, too true,” he said. He paused at a door marked 'Fantasies – Revenge,' right next to the door Scout and the others were through. “Shall we, my dear?” he said, opening the door for Zecora.

“So gracious you are, again and again,” Zecora said, grinning as she walked by, “Human or pony, you're a fine gentleman.”

Spy bowed, smirking. They went inside, and found nine shelves stacked with videos, all colored red, with some shelves behind colored blue. Spy went up to the most stocked shelf, which had the knife symbol he usually associated with himself on it. “Interesting...”

Zecora looked at him curiously. “I'm guessing,” Spy said softly, “zat zese are his revenge fantasies against the RED Spy.”

“RED Spy? But why?” Zecora asked.

Spy chuckled. “My RED counterpart tends to pick on Sniper a lot. As I do the RED Sniper. A Sniper tends to stand still a lot, which makes it easier for me to kill zem. RED Medic and RED Engineer are my priority targets. RED Sniper is my favorite,” he said, picking out a video, which in a box that was blanks ave for the title. “'Sniper And Ze Golden Sea...' Oh dear...”

Zecora looked at it curiously. Spy hesitantly slid it out of the case. “Well... Maybe one video, zen we will get back on task,” he said. He turned to Zecora, who nodded, curious herself. He put the tape in the provided VCR and started it.

The movie started, revealing Sniper, wearing a koala fur lined cape and a large crown sitting on a throne, a man that looked like a brick wall with Australia-shaped chest-hair standing nearby, looking subservient.

“That's Saxton Hale,” Spy said, pointing at the massive man, who was nervously stroking his mustache. “But he's acting way out of character...”

“Saxton, me lad,” Sniper said, not turning towards his servant. “What say to a little fun, eh?”

“Whatever you want Mister Mundy sir,” Saxton said, cringing, “My oversized muscles and overcompensitory mustache have withered my brain and penis to unusable sizes, so your decision will obviously be better than mine.”

Spy and Zecora snickered. “Such a ridiculous scene, and oh dear me, it seems dear Sniper has mustache envy...” Zecora said.

“And I just won the betting pool...” Spy chuckled.

In the video, Sniper pointed, revealing that they were standing on top of a giant diving board, and at the end of it was the RED Spy, cowering and waving a tiny white flag.

“Please, Monsieur Sniper,” begged the RED Spy, “Don't hurt me! I'm so weak and puny and French, I can only fight you from behind!”

Spy frowned, the video suddenly becoming less funny. Zecora, sensing this, tried to control her own smile. But really, the scenario was just ridiculous.

Sniper sneered. “Throw him into the sea!” he proclaimed. Saxton stomped forward, RED Spy clinging to the diving board and sobbing, Saxton snapping the diving board off with RED Spy still attached and tossing him, RED Spy screaming a high pitched wail as he fell far, landing with a wet splash in a yellow-colored sea.

RED Spy spat, moaning when he realized what he was in. “Jarate?! NOOOOOOOO!!!!”

Zecora was visibly straining herself not to laugh, Spy's expression steadily darkening.

Sniper grinned. “Release the Snoipahdiles!” he proclaimed, pressing a button on his throne.

“What,” Spy said, glaring at the screen.

From the bottom of the diving board tower, a panel opened. Crocodiles wearing Sniper's sunglasses and slouch hat came slithering out, saying, “G'day! G'day!” over and over again. RED Spy shrieked girlishly and began swimming for his life, as the Snoipahdiles chased him off into the sunset.

Zecora couldn't hold it in anymore. She didn't exactly approve of it, but it was just too silly. She began laughing, having to lean forward a little to keep from staggering. Spy facepalmed and rubbed his temples, putting back the tape.

“Can we PLEASE get back to work?” Spy muttered, yanking his balaclava back on.

“I hate to respond with such a jape, but you're the one who put in the tape,” Zecora said, slowly calming down from her giggling fit.

Spy grumbled.

Heavy, merrily carting Sasha along, occasionally revving the minigun, whistled to himself. Fluttershy found herself staring at the weapon. Thanks to sharing Heavy's mind properly during the attack on Chrysalis, she knew every inch of that weapon. She knew how to repair it, clean it, rebuild it if destroyed. She knew how much Sasha weighed to the ounce, and how it felt when she was firing. She knew how many bullets the minigun could hold, their firing rate, and how much an individual shell cost.

It was both disturbing and thrilling to know that much about a weapon. “...What was your first kill like?” Fluttershy asked softly as they examined each door they passed, checking each room for something off.

Heavy frowned, hesitating. “It was my commander,” he rumbled. “One who gave me that harsh lesson in memory Queen Sombra forced on us. It was... unsatisfying...”

Fluttershy gave him a confused look. “Forgive me, but... you just seem so at ease with killing...”

Heavy sighed. “Yes. I am. But it comes only by killing many. Is like pain. After a while, the pain you feel when you take a life just... dulls... Engineer is only just now starting to get that pain dulled... And Pyro is... unique case...” he rumbled.

Fluttershy looked into his eyes. “But that's not why it was unsatisfying, was it?” she said, suddenly getting it.

“He smiled... He approved of me getting revenge on him... He died with a smile on his face, and I've never felt right about it ever since...” Heavy said, growling. “Do not speak of him to me again.”

Fluttershy eeped at the harshness of his tone. “I'm sorry, I didn't mean to dredge up such unpleasantness,” she said meekly.

Heavy patted her on the head, Fluttershy finding the gesture strangely comforting. Heavy smiled at her. “Do not worry, little flutter pony. Heavy does not mean to snap at you. Heavy is just worried for teammate...”

Fluttershy smiled. “Then let's find out what forced us in here in the first place,” she said, the two of them resuming their search through Sniper's mind for any discrepancies.

Further away from the others, Medic flexed his fingers, still trying to get used to having them again. “Hnh... I've been a pony too long. I've gotten used to having hooves,” he chuckled. “Still, an interesting experiment nevertheless. Vhy are ve in our human forms?”

“Well, your mindset is still human,” Twilight said. “Scout, Spy, Engineer, and Pyro may have had sex as ponies, but you all still overall think of yourselves as humans. So naturally, in a manifestation of your mental state, you'd show up as human.”

Medic grinned, stroking his chin thoughtfully. “Fascinating! Oh, I vish zere were more chances to study magic in mein own world...”

Twilight quirked an eyebrow at him as they emerged from a room marked 'Childhood Memories – Good.' “You... puzzle me. At times you seem absolutely gleeful about killing... and other times I see you and you look like you want to die. I think, though, the most honest you I've seen is when you're working an experiment, or when you have something new to study.”

Medic gave her a curious look. “Oh? Und vhy do you say zat?”

Twilight shrugged. “It's just something I've noticed,” she said. “There's two moments when you seem truly happy. When you're working with me or Engineer on an experiment, or when you are spending time with Heavy.”

Medic sighed. “Heavy vas ze first of zem to trust me, und has been a constant friend und support ever since. I didn't find out until later zat it vas because he found me attractive, but by zen I liked him enough not to care. Und yes, I do like ze science. It... takes my mind off of ozzer, less pleasant aspects about myself zat I am fully avare of...”

“Have you ever tried talking about it with someone?” Twilight asked gently.

Medic rubbed his temples. “Half of ze time I play psychologist to ZEM,” he said, gesturing to his teammates. “Plus, I have to deal vith Pyro's psychosis... Ze only thing good I can say about HER is zat she makes me look vell-adjusted und sane just by COMPARISON!” He sighed, and gave Twilight a curious look. “Interesting choice of phrase. 'Most honest.'”

She shrugged. “The Element of Magic ties all the Elements of Harmony together. Traces of all six... nine now, I guess, are also in me.”

Medic blinked. “Element of Magic or Element of Friendship?” he asked.

“Same thing,” Twilight said, chuckling. “It's just that after... well, an important event in my life, it became popular to say Element of Friendship.”

“Vhat event?” Medic asked.

Twilight sighed. “It was the greatest day of my life,” she said. “I became... something amazing... but later on, I made a terrible mistake... I put aside what I had gained, and have tried to live my life simply...”

Medic frowned. “...I vill know eventually, fraulein. Ve vill merge, und our minds vill link,” he said softly.

“And I will know why you are so reluctant about talking about your past,” Twilight countered, staring at him.

Psychopathic physician and superpowerful unicorn genius stared at each other for a long moment. Medic was the first to look away. “...Ve vill talk after zis is over, Frau Sparkle. I svear to you.”

Twilight Sparkle nodded. “I'd like that,” she said, smiling gently.

Meanwhile, Engineer and Rarity were wandering aimlessly, not sure of what to look for. Engineer manifested his build tool and began fiddling with it, changing some setting and rigging it to use as a scanner. Rarity looked around the hallway and sniffed. “Rather organized, which I can respect, but not much for aesthetics,” she said.

Engineer shrugged. “Snipes never had much use for fancy stuff beyond hats, maybe a few personal decorations, or a sweater to wear when it got cold” he said. “Fanciest thing he ever owned was a copy of his sniper rifle that Soldier strapped a battery to and wrapped holiday lights around.”

Rarity blinked. “Hm?”

Engineer chuckled. “Solly wanted to give everyone a present one Christmas,” he said, “So he bought copies of everyone's most used weapons, rigged up a little battery, and wrapped holiday lights around them. It's just some nice thing he did. He bought himself a rocket launcher to wrap lights around when he realized they actually looked cool.”

Rarity smiled. “For all the violence you nine are capable of, there is such kindness and nobility in you,” she said softly.

Engineer blushed. “Aw, we're just tryin' to make do,” he said.

Rarity chuckled. “And... forgive me for saying so, but I never realized when you were a pony... you're the shortest member of your team?”

“Only in height,” Pyro said as she and Trixie passed the two of them.

Rarity blushed and grinned at the implications, while Engineer just groaned and pulled his hard hat down over his head.

“Oh, she's in love, she's allowed to tease,” Rarity said. Engineer just shook his head, chuckling.

Trixie shook her head. “Interesting relationship you two have...” she said, frowning. “But I have to ask... is that really what you look like as a human?”

Pyro, her facemask sitting on top of her head, nodded. “Yeah. Comes from years of playing with fire and not having magical resistance to it,” she said. “It's why I wear the asbestos lined suit all the time when in combat. Which, in turn, is also why my voice is so raspy. It gets even deeper when I have the mask on.” To demonstrate, she pulled her mask down over her face. She manifested her flamethrower and raised it over her head triumphantly.

“Huddah huddah huddah!” she cried out, her voice sounding mannish through the muffling mask.

Trixie blinked. “What?”

Pyro pulled up her mask again, and giggled. “Sorry. That doesn't actually mean anything,” she said. “It's just a basic triumphant cry.”

Nearby, Soldier grumped, realizing that he just lost the bet he had made with Demoman over what that particular phrase was. Trixie chuckled.

“You're a strange one, Pyro,” Trixie said. “You dance in flames as if you were a part of them. And yet just earlier today you got pissy with me over how I was handling my fireworks.”

Pyro quirked an eyebrow. “Fire isn't something to be trifled with,” she said. “I can let it go if someone makes those stupid fireworks that write words or draw pictures in the sky, but you were being very sloppy with the way you were handling them. You were overloading the launchers.”

“You really think so?” Trixie said, frowning. “I haven't had the proper time to set up a show yet, so I wanted it to be spectacular when I finally do get a chance to perform...”

Pyro shook her head. “I don't mind if my face melts off, but I'm not about to let people I care about get burned,” she said, shivering softly.

“...Are you all right?” Trixie asked as the two of them walked down the hall.

“...No,” Pyro said. “I can't see Pyroland in here, and I'm feeling really cold for some reason. This place feels... wrong.”

Trixie looked around. “Come to think of it... the further we go down this hall...” she said softly. She concentrated, her horn glowing, and shivered. “Yes, this is starting to feel off... Like the time I was possessed by the Alicorn Amulet...”

“Should we turn back?” Pyro asked.

Trixie shook her head. “No, unfortunately,” she said. “This probably means we're getting closer to whatever pushed us into Sniper's head.”

They continued down the hall, noticing a turnoff. They went down it, making the turn, and paused, staring at the doorway in front of them.

“You think this is where the problem is?” Trixie asked sardonically.

Pyro nodded. “Yeah, um... Guys? I think we found where the issue is!” she called out.

The BLUs and the Elements all gathered around the door, staring at it worriedly. Unlike the simple wooden doors, this one was steel, with heavy padlocks and chains on it, a smaller door with a locked, pull-open handle on it, similar to a mailbox, on the front. The label on the door said 'WARNING – Darkest Thoughts and Desires – Do Not Open Under Any Circumstances – Insert New Material Through Slot In Door.'

The locks were broken, the chains hanging loose.

“Ve must go inside,” Medic said. “Vhatever is affecting our associate must be in there.”

The BLUs all traded looks and nodded, readying their weapons and heading inside, the concerned Elements following after.

The room they entered was a dark, dimly lit dungeon. All the doors were thrown open, each cell empty. Save for one, at the furthered, darkest part of the dungeon.

It looked like Sniper, but it was wearing a black vest with a hazard symbol on it instead of Sniper's regular brown one. Its shirt was dark red, almost brown, and its face had a thick, grizzled growth of a beard and mustache. The Not-Sniper was relaxing on a chair, his slouch hat pulled down over his eyes. He grinned when he heard them approach.

“G'day, mates,” he said. “Welcome to my parlor.”

“Who the hell are you supposed to be?” Soldier snapped, aiming his rocket launcher at the Not-Sniper.

The Not-Sniper grinned. “I'm everything Sniper tries to repress about himself. His hatred, his anger, the elation he feels when he makes a kill...” he said, waggling his eyebrows at Rainbow Dash and adding, “his darker sexual fantasies that he's ashamed of...”

Rainbow Dash frowned, backing away slightly, the Not-Sniper's gaze making her feel dirty.

The Not-Sniper chuckled. “Basically, I'm the living embodiment of everything Sniper hates about himself. You can call me the Christian Brutal Sniper,” he said. “Or just CBS if you don't feel like sayin' the whole thing.”

“Okay...” Pyro said softly. “This is hitting a little too close to home for my taste...”

Spy blinked. “Wait, Christian? Sniper is an atheist.”

CBS snickered. “He wasn't at first. He was pretty devout for a while,” he said. “But then he found out that his church had murdered some aboriginals that were living in the area simply because they weren't white.”

“WHAT?!” Twilight said, shocked. The other Equestrian natives looked similarly disturbed.

“Heh. Humans kill for the stupidest reasons, sheila. They're all killers by nature. You just got lucky in that the killers you got were also nice guys. As for Snipes, his parents left the church, as they had joined years after the murders happened. But that didn't stop him from being so bloody ashamed of being associated with that congregation, so furious with the idea that God would allow creatures like that to exist, that he abandoned his faith entirely. And all his old beliefs ended up in me,” CBS said, snickering and starting to stand up. “Part of him realizes that not all Christians are like that, that the church was just a touch of the lunatic fringe. Didn't really help him, though. Heh.”

The evil version of Sniper took a step forward. Demoman shot stickybombs at his feet. “I'd stay put if I were you, laddie,” he said, snarling.

“You don't get it, do you?” CBS said, cackling. He snapped his fingers, and the dream weapons the BLUs were wielding vanished. He stepped forward, and snapped his fingers again, and the BLUs were turned into their pony forms again. The ponies looked around, suddenly confused.

“Wait a minute...” Twilight said softly.

“Very good, sheila,” CBS said, grinning a cruel, twisted grin. “You opened the door, little princess. And let Nightmare Moon in. And she, in turn, let me out.”

“We will not let you pass, Christian Brutal Sniper!” Soldier proclaimed. “You're going back in the back of our friend's mind and locked up where you belong!”

“Sorry mates,” CBS said. “But you've already lost. But before I leave you here, let me give you a couple little tidbits of information: Firstly? While you did start out in Sniper's head, and I was behind a door similar to the one you lot stepped through, you've actually not been in his head since you stepped through that door.”

“No... NO!” Twilight said, realizing.

“Second thing? Smooze just makes it easy. There's more than one way to become a Nightmare,” CBS said, snapping his fingers as he stepped out of his cage. The BLUs and the Elements were all forcefully yanked back into the cages, which locked behind them.

CBS laughed, ignoring the screams of his captives as they pounded against the door. “Twilight was the first to figure it out. But I think this Nightmare Moon sheila's pretty much underestimated just how violent I actually am. I'll have to thank her, though. I'll just kill her instead of mutilating her. You lot, on the other hand...” he trailed off, silence filling the room as the meaning behind his words set in. “Heh. I love that look. Shame I won't be able to see that when I take over Sniper's mind and wake up. See ya.”

CBS ran out of the room, slamming it shut behind it, all the locks repairing itself. He ran down the hall, a sneer on his face as a light appeared at the end. He leaped into the light, his cruel laughter drowning out Sniper's scream...

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Reality...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

Sniper's body began convulsing, his coat darkening as he grew larger, a blood red horn growing out of his head, his wingspan increasing. Once the convulsions passed, he chuckled, slowly pulling himself upright and looked around the room at the sleeping ponies around him.

“Myeheheheheh,” he chortled. “It's like Christmas morning...”

Not-Sniper stretched, flexing his wings. “Oh this is a beauty,” he said, chuckling. “Well, onto business. If I'm going to be a Nightmare, I might as well take a Nighmare name...” A thoughtful look crossed his face. “Hm... Nightmare Brutality. Yeah, that sounds right.”

He concentrated, manifesting a massive machete with a saw-like edge. “Now THIS is a knife,” the newly christened Nightmare Brutality said, looking over the weapon. He looked over the others, his eyes eventually settling on Rainbow Dash.

“Of course...” Nightmare Brutality said. “How perfect. How APPROPRIATE. God provides.”

NONONO! Sniper screamed inside his mind, trapped by the Christian Brutal Sniper personality.

“Oh yes...” Nightmare Brutality said. “You bloody watch this, Mundy. God and Nightmare Moon given me the most wonderful gift of all, they has. The chance to BREAK YOU in me first five minutes of life.” The Nightmare thought about it, and added. “Of course, I should probably cripple the others first, before our dear little princess figures a way out of the trap Nightmare Moon has set up for them. That will make the gutting of dear little Dasher so much more satisfying...”

He thought for a moment, and shook his head. “Naaah, too complicated,” he said, gently stroking the sleeping form of Rainbow Dash with the machete. “All right, my chromatic sheila... Let's see how much blood's in ya...”

/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\
Meanwhile...
Across town...
/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\/\

“Minuette, yon sexy beast!” Orion set, fluttering down into the Doctor's laboratory. “How far down along the river are you today?”

Minuette cast a glare at him. Orion looked at her, saw the knives strapped to her hind legs, and frowned. “Further down the river than I'd like,” he said softly.

“Jack, we need you,” she said. “The Doctor's detected someone that's suffering from severe Smooze poisoning. He's fairly optimistic about getting to whomever it was in time, but I still remember what happened when the Doctor was changed. I saw Nightmare Juggernaut.” Her horn flashed. “I'm not risking his life again. I am NOT letting that Question be asked.”

Orion blinked. “...Careful, River Song,” he said. “Because if the Doctor gets wind that we know the Answer he doesn't, then we're all in trouble.” He looked around, and frowned. “Where is the Doc anyway?”

Minuette's expression changed from fierce to annoyed. “Somehow, he's learned how to move like Pinkie Pie.”

Orion blinked. “What?” he said, confused. He then eeped as the Doctor literally appeared beneath him and lifted him into the air.

“Why are we still standing around here for? There's still time to get to the victim before he or she turns!” the Doctor said.

Minuette facehoofed. “Doctor, look at where you are right now.”

The Doctor blinked, and looked at Orion, who had gone limp and draped himself over the Doctor. Orion grinned, waggling his eyebrows suggestively.

“Jack's on top of me. So?” the Doctor asked, honestly confused.

“Think about that very carefully for a second,” Minuette said, allowing a smirk to come to her face. “Captain Jack Harkness is on top of you.”

Orion snickered. The Doctor stared at her for a moment before an exasperated look crossed his face. “Oh for heaven's SAKE Jack!” he said, sliding out from underneath Orion and letting him drop to the ground. “I'm MARRIED!”

“We've been here over five years and I'm still trying to wrap my head around that,” Orion said, smirking. “And at any rate, would you honestly like me if I were anything other than what I am?”

The Doctor smiled slowly, and shook his head. “Bah, the both of you,” he said, chuckling. “I don't know what I'd do without you sometimes.”

“Let's hope you never have to find out,” Minuette said. “Shall we, Doctor?”

“To the dance floor, then,” the Doctor said, pulling out his sonic screwdriver. “But are the knives necessary?”

“I broke time to save your life, Doctor,” Minuette said firmly. “And I would do it again.”

The Doctor frowned, looking worried.

“In the meantime,” Orion said, attempting to change the subject. “We have a Smooze victim to save. Is Barricade coming with us?”

“She's taking care of some business with the mayor, plus I'm not exactly trusting of soldiers,” the Doctor said. “And before you say anything, I checked, the BLUs and Elements are doing something as well so I couldn't ask them either.”

“Do we have an idea of where the Smooze corruption is coming from?” Minuette asked.

“Somewhat,” the Doctor said, whipping out his sonic screwdriver and scanning the air with it. He flipped open the tip and looked at the readout. “There's a coffee house in town. I think they may have a new hire they aren't aware of...”

Orion rolled his eyes. “Marvelous. Like your cookie seller, then?” he said.

The Doctor scowled. “Yes, like my bloody cookie seller,” he snapped. “Can we get a move on?”

Orion nodded, smirking and adding, “You're cute when you're all frowny-faced.”

“That I can agree with,” Minuette teased, grinning.

The Doctor groaned as he started on the road into town, the others following behind him. Minuette stared at Orion in moderate amusement and exasperation. “Jack, how many times are you going to flirt with my bloody husband?” she asked.

“I HAVE said you can join in as well,” Orion said.

“A girl develops a sense of propriety over the years,” Minuette said.

Orion laughed. “Relax. I just do it because it's funny, and I know I can get away with it with you two. I'd never really infringe on a committed relationship.”

“Sometimes I think we should have you committed,” the Doctor said, smirking. The three of them chuckled as they made their way into town. When they got near the cafe, they found Cheerilee sitting there, calmly sipping her tea. The Doctor suddenly broke forward, whipping out his sonic screwdriver and scanning Cheerilee.

“Can I help you?” Cheerilee said with mild irritation.

The Doctor frowned. “I'm sorry... I'm so very, very sorry... But you are suffering from a severe case of Smooze poisoning...”

Cheerilee's eyes went wide with fright. “W-What?!” she said, looking down at her tea. “But... But I haven't been...”

The Doctor scooped the cup out of her hoof and scanned it. “There's definitely Smooze in this cup,” he said. “And... and plum juice. Why plums again?”

Minuette frowned, withdrawing some knives from her holsters. “Who was your server?” she demanded.

Cheerilee blinked, staring fearfully at the cup. “Cream Gravy, but...” Cheerilee said. Minuette started to go inside, a snarl on her face.

“River, wait!” the Doctor called out.

Orion flew in front of her. “River, I know Cream Gravy!” he said. “He's the one that suggested I apply for the Wonderbolts Academy! I've been getting tea and pasties from him since I've been here!”

“Correct,” said a voice from behind them all. “Cream Gravy is the pony who delivered the poison, although he never knew he was doing it.”

Minuette, Orion, Cheerilee, and the Doctor turned, spotting Masky Earth Pony in his disguise as Sweet Treat. He grinned.

The Doctor smirked at him. “And there you are again, old friend,” he said. “Why don't you show us your real face?”

Masky Earth Pony chuckled. “I don't need to, Valeyard,” he said. “I'm just amused you haven't noticed.”

“Noticed what?” Orion demanded.

The Doctor and Minuette, however, were already scanning the area.

“Oh bloody hell...” the Doctor muttered.

“Damn it all...” Minuette said.

“What?” Orion asked. “What is it?!”

“The plaza's empty,” the Doctor said, scanning with his screwdriver. “A perception filter is making everypony stay out of the area.”

“Doctor, what's happening!?” Cheerilee asked, visibly frightened.

The Doctor turned to the shivering schoolteacher and smiled weakly. “Stay calm, stay calm,” he said. “I'm going to help you.”

Masky Earth Pony sipped his tea and chuckled. “Two things, Valeyard.,” he said. “One, in answer to your earlier question, plums are the only thing that can disguise the taste of the Smooze perfectly. And two...” The Masky chuckled. “You don't seem to realize that it's already too late.”

The Masky shifted back to its natural form. At the same time, Cheerilee's eyes rolled into the back of her head. She collapsed and began convulsing. The Doctor, Minuette, and Orion all ran to her side, trying to hold her down so she didn't hurt herself.

They need not have bothered.

Vines erupted from the ground, thick, flowering vines that grabbed up the three of them and pulled them up against the flowery trellis that lined the patio. Cheerilee's coat, mane, and tail turned three different shades of sickly green, her Cutie Mark changing to a trio of thorny roses. Vine-like wings with flower petal feathers sprung from her back, the teacher sobbing as her body was wracked with agony at the transformation. A horn erupted from her forehead, Cheerilee's blood turning green as the thick, thorny, wooden-looking appendage emerged. Her body shuddered, Cheerilee whimpering as the Smooze took over her mind...

Masky Earth Pony walked over to her as she slowly stood up. The new Nightmare looked at the Doctor, Orion, and Minuette as they struggled to get out of the vines holding them to the trellis, and smirked. Vines mummified the three of them, hiding them from view completely.

Do YoU kNoW wHo YoU aRe? Masky Earth Pony asked.

“Yes,” the Nightmare that was once Cheerilee said. “I am Nightmare Gardener.”

Do YoU kNoW yOuR pUrPoSe? Masky Earth Pony asked.

“To cause suffering,” Nightmare Gardener said, grinning viciously.

Do YoU hAvE a PlAn To Do ThAt? Masky Earth Pony asked.

Nightmare Gardener nodded. “Yes... A school play. One Ponyville will never forget. I just need to gather the children for their first 'rehersal.'” The Nightmare giggled cruelly. “And once my little seedlings are all in place, then Cheerilee's Garden will be more than ready for planting.”