“Ughh…” Rainbow Dash groaned drowsily as her senses flooded back to her. She felt like her mind had a thick haze clouding it, preventing her from making any substantial observations about her situation. Judging from the dull throbbing pain in her head, she came to the conclusion that she must have been knocked out.

As the rest of her body slowly woke up along with her, the cyan pegasus felt incredibly sore and uncomfortable. Sore from the pain she was feeling from being knocked around so much, and uncomfortable from the hard floor she was currently laying on.

Remembering what had happened before she lost consciousness, Rainbow Dash decided that she needed to get up. Upon opening her eyes however, the cyan pony discovered that a light was present in the room, causing her to blink rapidly to adjust to the unfamiliar shine.

Ignoring her aching muscles, the groggy pegasus lifted herself up and leaned against the newly discovered wall that was behind her for support. She then shifted her eyes around to look around the room.

The light she had noticed earlier was coming from a single light bulb hanging from the ceiling by a thin cord. The bulb was completely bereft of any sort of covering, letting its orange tinted light flow through the room unfettered.

The room itself appeared to be a hospital room, but something was eerily off about it. The usual soft carpeted floor had been replaced with an aged, dirty, almost decrepit looking wooden floor. The wallpaper looked like the same that was used in the hospital rooms she had seen before, but it looked incredibly aged and worn, having ripped and torn in several places exposing the inner part of the wall underneath.

A large wooden wardrobe sat in the corner of the room with its door slightly ajar, revealing the pitch blackness that covered the inside of the closet. It was hard to tell from where she was sitting, but the cyan pony could barely make out the outline of various clothes inside of the out of place piece of furniture.

“Where… where the hay am I?” Rainbow Dash wondered out loud as she rubbed the back of her head. Taking note of the sore spot on her cranium, the pegasus looked beside her where she had been previously laying. She was slightly alarmed to see a patch of dried blood where her head had once been.

“Ughh… That thing must have slung us around like we were its suitcase… Wait a minute… us?” The cyan pony suddenly came to the alarming realization that she had not been alone when she was abducted. Taking another scan around the room to locate her human friend, she finally laid eyes on him sprawled out along the floor on top of a broken bed frame.

Rushing as much as her sore body would allow, the pegasus got up and walked over to the human. She was extremely relieved to see that she was not alone in this strange environment. Once she got closer to the unconscious boy however, her relief quickly turned to fright.

“Oh my gosh!” Rainbow Dash exclaimed in horror while bringing a hoof to her mouth to cover a gasp. The slayer wasn’t just lying on a broken bed frame; a rather large post from the frame was jutting through his midsection. The pegasus wondered if the creature had thrown him onto the bed, causing it to break and causing the human to be impaled on it.

“Tom! Wake up!” Rainbow Dash rushed to his side and slapped him gently on the side of his face to wake him up. “Come on... please don’t be dead.” She muttered as her voice cracked from fear. Although she had not known the human for more than a few days, the cyan mare considered all life to be precious, and would have been horrified to watch anyone die, let alone a new friend.

Much to her surprise, the boy slowly stirred as his head rolled side to side. He seemed just as groggy as she had been as he slowly opened his eyes and adjusted them to the light. Noticing the concerned pegasus above him, Tom was relieved to see that she had not been harmed.

“Rainbow Dash… it’s good to see you’re still here. I thought that thing would have separated us once it knocked me out… Ow!” Tom yelped in pain as he tried sitting up. Rainbow Dash quickly pressed on his shoulder to prevent him from moving any further.

“You’re hurt bad… we need to go get you some help!” Rainbow explained with worry on her face as she pointed to the pole sticking out of the boy. She frowned in concern as she noticed that the human’s attempt at getting up had reopened the wound, causing it to start bleeding rapidly.

“Ok… that hurts a lot.” Tom grimaced while repositioning himself. “Hey… could you do me a favor and back up a little bit?” He suddenly turned to the pony beside him and motioned for her to move away. Rainbow Dash was confused at the boy’s request, but nodded in compliance and backed away.

“AAGHH!” The cyan pony jumped in fright as the human yelled in pain suddenly. She could see that he had jerked himself to the side, actually managing to break off of the bed frame with the pole still stuck inside of him.

“Sweet Celestia, are you crazy?!” The horrified pegasus rushed forward and held the boy steady as he started to falter. She examined the extent of the damage and was shocked to see that the sudden movement had caused the pole to rip further into the human’s chest.

“Maybe… but that’s a story for another time… Gahh…” Tom grimaced painfully and gritted his teeth to cope with the undoubtedly mind numbing pain he was dealing with. “Listen… I need you to pull this thing out of me.” He instructed with a sincere expression.

“What… why?! If we remove it here we might do more harm than good!” Rainbow Dash shook her head as she frantically tried to think of a way to keep the boy alive. She didn’t want to just watch him die, but she didn’t really know what to do either.

“Ok… how is it that I’m the one with a pole sticking out of my chest and you’re the one panicking?” Tom tried to sound as calm as possible to ease the cyan pony’s fears. “Look… I can heal this wound up myself, but I need this pole out of me first.” He tried to stay as still as possible to prevent any undue movements of the foreign object.

Rainbow Dash suddenly remembered that the boy could use his powers to heal wounds. She couldn’t help but wonder how anybody could heal such a critical injury so quickly, but she decided to assist him in any way she could. Gripping the pole gently, she looked to him one last time for clarification.

“This is probably going to be really painful… are you sure about this?” Rainbow Dash asked with an uncertain tone while glancing down at the object impaling the human.

“Just focus on getting it out… don’t stop just because you think you’re hurting me alright?” Tom instructed calmly while steeling himself for the painful experience ahead. Rainbow Dash nodded apprehensively before shuddering nervously at what she was about to do.

The pegasus quickly started yanking on the embedded object as hard as she could to get it over fast. Much to her dismay, her initial pull had not loosened the pole as she had planned. Tom shouted in pain while trying to stand his ground to give the cyan pony resistance to pull with.

After a few minutes of both individuals cringing and tearing up for decidedly different reasons, the pole was freed from the human, causing him to stumble slightly as he almost fell backwards. Rainbow Dash threw the bloody pole on the ground in mild disgust and rushed over to the boy.

“Oh my gosh... I am so sorry!” The cyan mare exclaimed apologetically as she observed the slayer writhing around in pain for a few moments. He took a brief moment to look up at the concerned pony.

“It’s alright… you don’t have anything to apologize for… Ow!” Tom groaned as he looked down to the hole in his body. He then started yelping in pain as the wound was enveloped in flames and ashes. The wound being healed seemed to be causing him more pain than the pole had caused as it slowly closed up behind the glow of the embers. Much to the surprise of the cyan pegasus, even the boy’s clothes seemed to regenerate once the flame died down.

“Man… that smarts like you wouldn’t believe.” Tom shook his head and sighed in relief that the pain had stopped. Rainbow Dash was horrified that the human had to go through so much pain and suffering on almost a daily basis.

“Now that I don’t have anything sticking out of me… where the heck are we?” Tom asked curiously while observing the surrounding room. The human’s question reignited the cyan pony’s curiosity as she too wondered where they had been taken to.

“It looks like we’re in a patient room… but it looks totally different from all the other rooms we’ve been to.” Rainbow Dash observed while brushing a patch of dirt along the floor. “That monster must have brought us here… I just hope that Spike and Scootaloo made it to safety.” The pegasus drooped her head as she thought about the two children being alone in this dark hospital.

“I wonder why the creature brought us somewhere with a light? It looks like this room has been transformed, but why does it have a light if these things hate lights?” Tom pondered curiously while scratching his head. He then shrugged in defeat and walked over to the door.

“We won’t find out by sticking around here will we?” Rainbow Dash stated while sharing the human’s desire to move on. The two stood by the door and opened it slowly. Much to their dismay, the entire hallway outside of the door was steeped in darkness as the others had been.

Unlike the other hallways however, this hallway seemed to be less dark. The two could actually make out faint outlines of the hallway and the objects in it. Although they could see where they were going, the hallway seemed to be just as eerie and foreboding as the others on the second floor.

“How are we even going to move around here? We don’t have a flashlight or anything…” The cyan pegasus observed nervously while looking out into the far edge of the hallway. The increase in light had not made the atmosphere any less frightening, with every opening into a different corridor chilling Rainbow Dash to her very core.

Before Tom could answer the frightened pony, a noise to their left made them jump slightly. They turned to the side to see that the wardrobe had opened slightly, with a small object rolling on the floor just in front of it. The human bent over and picked up the object. He quickly found out that it was a flashlight similar to the one that Rainbow Dash had dropped when she was grabbed.

Feeling suspicious of the sudden appearance of the item, Tom opened the wardrobe while preparing himself to fight whatever might have been inside. Rainbow Dash tensed up nervously as the human swung open the door to the pitch black closet without her being prepared. Much to the surprise and relief of the pegasus, the wardrobe was empty save for a few articles of clothing.

“Empty…?” Rainbow muttered to herself while observing the clothes sway from the force of the door being opened. Curiously enough, the clothes seemed to be tailored to fit a human rather than a pony. The pegasus was slightly intrigued to see other forms of clothing that humans used.

“Ok… now I know they’re messing with us… but why?” Tom observed while apprehensively shifting the flashlight around in his hands. Rainbow Dash shared in his nervous curiosity, but was thankful that they at least had a source of light.

The two cautiously made their way out of the door and into the hallway. The walls and floor of the corridor seemed to be just as dingy and faded as the room’s furnishings. The same wooden floor stretched through the entirety of the hallway, and the wallpaper was just as torn and decrepit looking as it was in the room.

Tom scanned the light back and forth in an attempt to find any distinguishable landmarks to give them a hint at their location. Eventually the boy’s eye caught a glimpse of a small sign on the wall. Upon closer inspection, the sign turned out to be a directory of all the rooms that were on this floor.

“Looks like we’re on the third floor...” The human shared his findings with his companion. The thought of being even further away from the safety of the lobby made Rainbow Dash groan nervously. She could hardly believe that such a seemingly small distance could become so large in a situation like this.

“Maybe Applebloom and that guy Patches are up here?” Rainbow Dash stated with careful optimism. Tom shrugged his shoulders as he thought about the likelihood of finding the two unharmed. They had been missing for a long time now, and the boy was severely concerned that they would only find their dead bodies.

Slowly moving forward, the duo decided to check every room they passed to see if anyone was brought to the same place they had been. All of the rooms they looked in had a similar appearance to the one they had woken up inside, with wooden floors, a bare light bulb in the center of the room, a bare metal bedframe against the wall, and a wooden wardrobe off in the corner.

As the two were searching, they slowly made their way towards the stairwell in order to get back to the lobby to help their friends. If they couldn’t find the others, they could at least put a stop to this nightmare before anything bad happened to them.

Suddenly, a muffled noise from one of the rooms caught the duo’s attention. Quickly determining the source of the noise, Tom cautiously opened the door to the room and looked inside. Much to their surprise and relief, the two could see the familiar forms of Spike and Applebloom huddled together in the center of the room.

“Tom! Rainbow Dash!” Spike exclaimed in excitement as he jumped up to run to the two he had previously seen getting dragged off into the darkness. Rainbow Dash gave the dragon a friendly hug and waited for Applebloom to hobble over to join the excited dragon.

“What are you doing up here Spike? Where’s Scootaloo?” The cyan pegasus asked as she wondered why the dragon had been separated from the orange filly. She hoped that Scootaloo wasn’t alone somewhere else, terrified out of her mind.

“After you guys got taken away, we ran into Twilight while we were trying to find a way out. Apparently Nurse Redheart and Daisychain got pulled away a little while after they left for the first floor.” Spike shook his head sadly as he thought about the purple unicorn being left alone. “After that, we decided to head back to the lobby… we almost made it too, but one of those things grabbed me and pulled me away from the others.” He suddenly became very concerned for his two companions. Rainbow Dash put a hoof on his shoulder to ease his fears.

“Don’t worry about those two… I’m sure they’re sitting in the lobby worrying about us right now.” Rainbow spoke while trying to be as cheerful as possible. The pegasus couldn’t help but wonder if what she was saying was actually true.

“Those stupid things… If I get my hooves on one of them I swear I’m going to beat its sorry pale butt within an inch of its life!” Rainbow Dash clenched her teeth angrily as she resolved to make the creatures pay for all they had done. The pegasus’s remark made Tom perk up with curiosity.

“Hold on… pale? You saw what they look like?” The human asked with intrigue while stepping closer to the pegasus.

“Yeah… I got a good look at that thing back in Scootaloo’s room when you flashed it with your light. It was pale and it didn’t have a nose.” The cyan pony hadn’t given the creature’s appearance much thought at the time. She just thought that it was another frightening image she would have to block out of her mind later.

“Pale skin… Hides in the dark…” Tom thought out loud as he tried to recall a piece of information deep inside his mind. He suddenly became very excited and gave a quick cheer of revelation. “I know what those things are now… They are called the midnight men.” He explained triumphantly. Everyone in the room merely gave him a confused look.

“The midnight men…?” Spike asked curiously, not being able to form any other sort of question on the confusing topic.

“Yeah, they come from a very old fairy tale that eventually got turned into a game people would play to scare themselves for fun. In the game, there was only one entity that worked off of different principles than these guys.” The human continued explaining.

“You mean humans played games with things like those monsters?” Applebloom spoke up curiously. Tom chuckled before turning to the filly for clarification.

“No… there wasn’t a real monster in the game…. Humans were stupid, but we weren’t quite that stupid… well most of us.” The boy shrugged upon reflecting on some of the less intelligent things his race did. “Besides… don’t you guys have anything you do to get scared for fun?” He asked the entire group.

“Well… there’s nightmare night. Where we dress up in costumes and scare each other and have parties.” Rainbow Dash spoke up to list off some of the things about the holiday. Tom was slightly confused at the description to the oddly familiar celebration.

“You mean like Halloween…?” The boy asked quizzically. The others only seemed to be confused by the mention of another human term. “You know what, never mind… let’s focus on the matter at hand.” He sighed in annoyance before getting back on track.

“The midnight men are a form of fear based monster. They feed off of fear and try to abduct people to either drain their life energy, or keep them around longer to continually feed off of their fear. They aren’t really affected by light… regular light anyway. They still hate sunlight like any other shadow creature.” Tom explained while holding up the flashlight in his hand for emphasis. The others were shocked to hear the confusing revelation.

“What…? But why do the flashlights work on them?” Spike asked in bewilderment while thinking about the subject further in his head.

“Why did they give us flashlights? We didn’t have anything when we woke up. We were in a room like this one, but a flashlight fell out of the closet just as we were leaving.” The human took a moment to examine his confused companions before continuing. “To them this is nothing more than a glorified game of flashlight tag… They pretend to be fended off by light so they can give you a safety net to fall back on... which they can easily take away at any time to instill even more fear. They probably brought you guys here because you’re so young. Children can be an excellent source of mind numbing fear when put into the proper situation.” He explained somberly. The group was horrified to learn that the entire time they had been in the hospital they had not been safe.

“So they brought us here to mess with our heads and use us as their personal playthings?” Applebloom asked nervously with growing anxiety. Tom nodded silently in response.

Rainbow Dash was just as terrified at the discovery as the two children were, but something weighed heavy on her mind. She couldn’t help but wonder why they had not found any of the others in their search. They had been through most of the rooms, and were just a short walk away from the stairwell.

“If those things are abducting us to feed off of our fear, then where are the others?” Rainbow asked curiously. Tom’s face paled a little bit as he thought about the matter further.

“I think that creature only brought you and me here because I injured it in the struggle we had. Midnight men typically like to only keep children around for extended periods of time. They take adults to a different location to feed on them at their leisure.” The human explained grimly.

“What…? But you said that these things drain life energy right?” Rainbow Dash stuttered nervously as she started to understand what the human was getting at.

“Exactly… which is why we need to get out of here and find the others.” Tom stated while moving towards the door in a hurry. As the others got up to follow him, he slowly opened the door and stepped out. “We need to be careful. Now that we’re up here, they might try to actually hurt us if we try leaving.” He explained with concern in his voice. The others nodded while swallowing their own senses of fear before stepping out into the darkness.

Even though Rainbow Dash knew that the stairwell was relatively close, she couldn’t stop herself from tensing up every time she thought she saw something in the darkness. Every corner the group turned sent shivers up and down the cyan mare’s spine. It also didn’t help that they had to go slow to accommodate Applebloom’s broken leg. Looking beside her to check on her two younger companions, the pegasus could see that they weren’t faring much better.

Applebloom clung to Spike like he was the last person she would ever see in her life. Rainbow Dash felt sorry for the yellow filly. The cyan pony didn’t even want to think about how long she was up here all by herself, so to suddenly have the young dragon join her must have been such a relief. Spike didn’t seem to mind the filly slowly strangling his arm by clinging too hard. He must have tried his best to comfort her while they were in that room, but the fear and anxiety on his face was just as evident as anyone else in the group, except for Tom of course.

The human walked at the front of the group while cautiously pressing forward with an anxious expression on his face. Rainbow Dash wondered if he felt scared at all, or if he did whether or not he would show it externally.

Suddenly without warning, the boy shut off the flashlight and backed away from the junction of hallways the group was about to walk through. He huddled against the wall and crouched down before motioning for the group to do the same. Everyone seemed anxiously confused by the human’s actions, when they suddenly heard the sound of something walking down the other hallway.

“Everybody get down and be quiet!” He whispered forcefully to the group while enthusiastically waving his arm to motion towards the wall. Despite their tense muscles and progressively racing hearts, the three managed to quickly duck behind the human while getting as low as possible.

Just as everyone got in place, the sound from around the corner got much louder. A shadowy figure stepped out from the hallway and turned off into the center of the hallway where the nervous group was. The figure walked right beside the group without turning its head, as if it didn’t notice them.

Suddenly, the creature paused just in front of the huddled mass of intruders. It stood still while facing down the hallway, leaving its pale and gnarled hand inches away from Rainbow Dash’s face. The figure was no longer cloaked by pitch blackness, leaving its frightening appearance to only be hidden by the hoodie it wore.

Everyone held their breath as the creature looked around the hallway for a few moments. The midnight man’s gaunt fingers hovered just in front of the cyan pegasus, leaving her staring anxiously at its unnaturally long fingernails. The nails weren’t so long that they could be used as weapons, but they almost seemed to form sickly yellow talons that could dig into the skin of its victims if it so chose.

Finally the creature continued walking on its path down the hallway. The group remained in silence as they watched it disappear from sight. They finally let out a collective exhale as they realized they had been holding their breaths.

“How did you know it wouldn’t find us?” Rainbow Dash asked the human in between breaths in a relatively quiet voice.

“The darkness from downstairs must be part of whatever spell was used to summon them here. It lets them hide better in the shadows and blocks out any source of sunlight.” Tom explained while thinking back to the moving shadows that were slowly reaching into the lobby. “The darkness up here seems to be just average darkness. They are just as blind as we are unless there’s motion to pick up on.” He stated while mentally giving himself a pat on the back that his theory worked.

“Isn’t it counter intuitive to let your prey wander around without the ability to keep track of them?” Spike said while thinking about the matter further.

“Keep in mind… they are pretty much just playing with us. I’m sure they think slowly hunting us in the dark is a load of fun.” Tom explained with an appalled tone of voice.

“They have a strange definition of fun…” Applebloom frowned and gulped nervously as she glanced behind her to see if the creature had doubled back.

Tom then looked around the corner and flipped on his flashlight. He exclaimed in excitement before rushing forward into the hallway. The confused group followed him around the wall before suddenly noticing what the human had noticed.

“The stairs!” Spike had to catch himself to prevent his excitement from alerting any of the creatures possibly nearby. The others shared in his excitement as they flocked to join the human over by the familiar door that would take them out of this horrible place.

Tom yanked on the door to open it before quickly realizing that it was stuck. He pulled on it with all of his might a few times before finally letting go and panting from exhaustion. He then took a closer look at the door and examined it with his senses.

“Damn it…” Tom cursed under his breath before turning to the others with a defeated expression. Everyone’s excitement slowly turned to confusion and dread as they wondered why the human couldn’t open the door.

“What’s wrong? Is it locked or something?” Rainbow Dash asked with a growing pit in her stomach. The boy shook his head dismally before finally looking up and sighing.

“It’s not just locked… It’s being blocked by some kind of magic spell. I can’t even read it let alone try to break it.” Tom spoke with a deflated ego as he watched the group’s frightened frowns return.

“So we… we’re stuck up here?” Applebloom asked while trying not to have an emotional breakdown. The human merely nodded silently. Rainbow Dash sighed sadly before looking around at their dark surroundings.

“If we’re stuck up here, then we need to get somewhere safer than these dark hallways. Let’s see if we can find a room with a window to let sunlight in.” Rainbow Dash suggested with a hopeful look on her face. Tom was impressed to see the cyan pegasus thinking so rationally in a situation like this. He would never cease to be amazed at the capabilities of a race he thought to be sensitive marshmallows when he first met them.

“Good thinking Rainbow Dash… let’s go.” Tom complimented her while walking forward towards another set of rooms. Rainbow Dash smiled upon hearing the slayer’s praise, she then motioned for the two children to hurry up and follow them before walking behind them to make them feel safer.

Spike sighed in a depressed tone. He looked at the floor sadly as he followed the human down another hallway. Applebloom and Rainbow Dash shared in his disappointment and fear, so they understood what he was going through.

“I hope Twilight and the others are alright.” The dragon spoke up with a hallow sense of hope. Rainbow Dash patted him on the shoulder gently while giving him a sympathetic frown. She then smiled optimistically to cheer the dragon up.

“Don’t worry Spike… I’m sure she’s just fine.” The pegasus said in a confident tone. She silently hoped that she was right.