A blinding flash and a thundering boom, and then everything went dark and silent. For several terrifying seconds, there was no sight or hearing. Only the painful headaches and the thudding of their hearts in their throats told the ponies that they were still alive. Slowly, a high-pitched ringing grew in their ears as vision gradually returned in the form of blurred, indistinct colors. It took several seconds more for their eyes and ears to recover from the assault; only then did anypony dare move.

"Wh-what was that?" Fluttershy whimpered, trembling as she hugged the ground.

"Flash-bang grenades," Captain Polaris said, shaking his head to try to regain his balance. "We use them sometimes as a non-lethal deterrent."

"Nevermore just wanted to spook us," Phillip growled. "Show us he could have offed us all if he wanted to."

While the group was no doubt frightened, nopony was hurt and the mission could go on. Without needing to be told, the two lead ponies proceeded to either side of the warehouse door, while the rest of the group stacked up behind them. On a silent count of three, one of them kicked the door open from the side and immediately proceeded inside, short sword ready.

"Clear!" he called out, giving the cue for the rest of the group to proceed inside. Inside the door was a small, dark hallway, completely empty of anything. They proceeded forward in silence, flashes peering into the darkness.

All of a sudden, a voice came out of the shadows up ahead. "Do none of you know how to knock?"

"Nevermore!" Flash hissed.

"Come and see what I have made," the voice called out as a light appeared up ahead. Cautiously, everypony moved forward towards the light to behold a terrible sight.

The room before them was large room, with shelves of bubbling chemical vats and thick notebooks. A metal table with straps lay in the center, underneath a bright lamp. In the corner opposite lay Princess Celestia. She cowered away from them, her forelegs over her head, tears streaming from her tightly-closed eyes as she whimpered pitifully.

Before her stood a figure dressed in a black cloak, with his back turned to the group of ponies. "Behold your Princess," Doctor Nevermore said, not reacting to their entrance. "The greatest source of hope for all Equestria, reduced to a terrified child."

"Sister!" Luna shouted, starting forward only to be held back by Silent Knight and Twilight. In response to the shout, Celestia let out a little cry and curled into a ball.

"Get away from her!" Twilight shouted fiercely as the group moved to surround Doctor Nevermore. He still did not look up, only continuing to stare down at Celestia.

Slowly, Polaris approached Nevermore, who still did not move. Reaching out with his magic, he seized the cloak and pulled.

The empty cloak fell to the floor, revealing the stand that had been holding it up and the speaker from which Nevermore had been broadcasting his voice. A light snapped on, revealing a large door carved with the words, "ABANDON ALL HOPE, YE WHO ENTER HERE."

"Sister, can you hear me?" Luna asked, bending over Celestia. At her voice, Celestia looked up. In her eyes, she beheld several towering, hideously-deformed ponies bending over her, glaring down with their bright yellow eyes set in blank black faces, threatening her with muffled growls. With a terrified scream, Celestia tried to back away from them, scrabbling against the wall. "No! Please, leave me alone!"

"Sister, it's me!" Luna said, leaning in closer, only to scare Celestia even more.

Luna looked down at her frightened, crying sister in a mixture of shock and pity. The blue eyes that usually brimmed with love, kindness and wisdom were now wide with fear, trapped within a living nightmare.

Nightmare...

Luna closed her eyes and took a breath, centering herself as she prepared to voyage into the dream world. The world around her dissolved away as she entered the gossamer realm. She immediately detected Celestia's spirit amongst the hundreds of minds and honed in on it like a bee attracted to a flower. Opening her eyes, she found herself in the middle of Hell. A nightmare of such ferocity as she had never known surrounded her like a storm. All of Celestia's ghosts, every failure in her life, every demon she'd exorcised, every bogeymonster that she'd chased out from beneath her bed...all of them were here, now.

In the midst of the darkness, Luna found Celestia, cowering on the ground as the monsters swarmed around her, taunting her with their vicious whispers and cruel laughter. "No, please..." Celestia whimpered, flinching away from a shadowy image of Tirek as he growled in her face.

"Celestia!" Luna called, but her sister didn't appear to hear her, instead giving a frightened yelp like a wounded dog when a shade of Nightmare Moon brushed up against her side. "Celestia, can you hear me?" Luna approached, struggling through the nightmares that pushed against her like icy winds. Sensing her presence, the monsters grouped up and tried to shove her back out Celestia's mind, but Luna pushed on. Nothing was going to keep her from her sister. With a furious shout, she sent out a burst of positive magic, forcing back her attackers and clearing a path to Celestia. Crouching down beside her, Luna took Celestia's hoof in both of her own.

It worked. Celestia looked up slowly, tear-streaked eyes meeting her sister's. "Luna?"

"It's me, Celie," Luna said softly, bringing Celestia into an embrace, slowly stroking her mane and neck. "It's me. You're safe now. You're safe."

Slowly, the nightmares faded away, dissolving into pale white light as Celestia calmed down. "Luna, I'm so sorry..." she whimpered, her tears drying.

"Shhh," Luna hushed, resting her sister's head against her breast, both in the dream world and in the real world. "It's all right. The nightmare's over."

With a grateful blink, Celestia let out a little, contented sigh and relaxed into Luna's embrace. The Princess of the Night pulled herself into reality to find everypony around the two of them, concern etched into their faces.

"She's peacefully asleep now," Luna said. "She'll be all right." She glared up at the others. "Find him."

Leaving Silent Knight behind to look out for Luna, the rest of the group proceeded to the labeled door. A Guard kicked it open, allowing them to enter a darkened hallway that they hurried down.

"I knew you would catch me eventually," Nevermore's voice spoke, coming from a hidden set of speakers. "But it doesn't matter. I've won: Princess Celestia has been driven mad and Canterlot is self-destructing. I've proven my point; that fear dominates all. Hope, love, friendship, happiness, morality...all of them, in the end, bow to terror. And soon, you all will bow as well."

The path split into two pathways up ahead. Without a word, the group split up, heading down either way. Phillip, accompanied by Rainbow, Pinkie and Fluttershy, followed Polaris and two Guards down the left pathway. Without warning, several vents in the wall opened up and released a thick cloud of gas, no doubt some of Nevermore's fear-inducing hallucinogens. However, they failed to get through the ponies gas masks.

"Stop hiding!" Polaris shouted in fury, storming forward through the cloud. "Come out and face me like a pony!"

Suddenly, Pinkie's tail began twitching. "Watch out!" she called, darting forward and grabbing Polaris' tail just in time. A trapdoor opened beneath his hoof, almost sending him tumbling down onto a bed of sharpened metal spikes.

"Thanks," he nodded, skirting the trap and leading the way forward into a more open area. Suddenly, there was a flicker of motion from the darkness above, then everypony leapt backwards in fright as a dozen bodies dropped from the ceiling, hanging by their necks from thick ropes. They stared at the intruders with their rueful, blank gazes, as if warning them of their future.

Phillip took the leg of one of the nearby corpses. "They're just dummies," he grunted, skirting around it. The others followed, most of them doing their best to avoid touching the disturbingly realistic dummies.

But when Rainbow Dash passed one—a pony with pale yellow fur wearing a hood—it suddenly sprung to life, leaping off its hook. Before Rainbow Dash could react, it seized her, flinging her to the floor. A claw-like weapon sprang from the pony's right sleeve and he stabbed Rainbow in the shoulder. Instantly, Rainbow screamed in terror, scratching at herself violently. "Get them off! Get them off me!" she screamed.

Doctor Nevermore was already flying away before anypony turned. He disappeared into a secret passageway that closed up beside him, narrowly avoiding Polaris' spell and Phillip's boomerang. Fluttershy bent over the panicking Rainbow Dash, taking off her mask in an attempt to calm her.

"First one down," his voice came from a speaker. "The rest of you to go..."

Twilight, Flash, Applejack and Rarity were accompanied by the remaining three Guards as they walked down the other hallway, which twisted and turned as they proceeded further into Nevermore's labyrinth.

"I don't like this," Applejack murmured. "I keep expecting something to happen."

"Oh, please don't jinx it," Rarity whimpered behind her. "I shall be perfectly content if nothing happens."

At that moment, something did happen. The Guard up ahead signaled a halt. "What is it?" Twilight asked.

"I heard something moving," the Guard replied, shining his light into the empty hallway ahead.

Suddenly, there was a glint of light and a shape hurtled towards the group. "Down!" Flash shouted, grabbing Twilight and pulling her to the floor. Everypony else ducked in time to avoid a volley of steel-tipped arrows. They thudded into the wall behind them.

"Are you hurt?" Flash asked, helping Twilight and helping her up.

"No, I'm fine," Twilight said. But before she could thank him for the save, a trapdoor opened up beneath Flash, sending him tumbling down a shaft. The trapdoor closed behind him before anypony else could react.

Flash fell fast, bouncing off the curving walls until he tumbled to a halt at the bottom of the shaft. With a groan, he forced himself to stand up, shaking his spinning head. Raising a hoof to his cranium, he found that his helmet had fallen off in his fall. Opening his eyes, he found himself surrounded by choking pitch black: his flashlight had been smashed and was dangling uselessly from his shoulderplate.

He clicked the microphone around his neck. "Does anypony read me?" he asked quietly. Not even static bothered to answer his call: evidently, his radio had been damaged as well. "Great," he muttered, probing a hoof around to try to find his helmet.

Instead, his hoof found the wall. With a horrified gasp, Flash suddenly realized the tightness of his quarters. Panic gripped him: gasping, he flew up to try to find the exit, but it had closed up. His hooves scrabbled against the unyielding wood in a desperate bid to escape his confinement. "Help! Twilight!" he shouted.

"Are you scared?"

Flash whirled around at the whisper, pressing his back against the wall as his heart leapt to his throat. That wasn't a speaker. Nevermore's in here with me.

"I'm not scared of you," he shouted back into the darkness.

"Of course you are," the voice hissed, its position impossible to discern amidst the echoes of the room. "You're locked in here with me."

Flash hissed in breath through his teeth, his eyes darting as he peered into the darkness. The attack could come at any moment: every breath, every beat of his heart could be his last. And he couldn't do anything about it: his shivering limbs refused to move!

"Soon you'll join Princess Celestia in madness, as my poison courses through your veins," Nevermore growled from his hidden position.

Celestia...

"You're wrong," Flash called out, some of his confidence returning. "Celestia is fine."

"What?" the voice snarled back in disbelief.

"She's still sane," Flash taunted, moving away from the wall to prepare for an attack. "In spite of all your sick, twisted games, she's as sane as she ever was. And she's not afraid of you. None of us are!"

"You lie!" Nevermore roared, leaping at him. Hearing his attack, Flash opened his wings and dodged to the side with a powerful flap, feeling the wind of the attack as it brushed by his face. Instantly, Nevermore turned in midair, slashing at Flash again. Flash felt the attack coming and, with a rush of gratitude towards Phillip for teaching him to fight while blindfolded, instinctively blocked it, counterpunching at Nevermore's face. His opponent slipped the attack, but Flash looped his hoof around his neck and brought him forward, striking him in the gut with a knee, then swinging him around to smash him into the wall. With a powerful yell, he spun in midair, lashing out with both of his hind legs. The powerful double buck sent Nevermore crashing right through the wall and tumbling into the next room.

Flash leapt out after him, pouncing on his chest. Nevermore, winded but not beaten, made another effort to inject Flash with his toxins, but Flash grabbed his hoof. The two began to struggle against each other, rolling around on the floor as they battled for dominance. Nevermore wound up on top. With a growl, he slowly brought his poisoned claws closer and closer to Flash's neck. The tips glimmered in the low light.

Flash growled back at up his opponent, shifting in an attempt to get up, but it was futile. The blades came within an inch of his skin, threatening to penetrate his skin.

Suddenly, he felt his leg come free. Without a moment's hesitation, he drove his knee up into Nevermore's groin. The doctor shouted in pain, instinctively rearing back. Raising his hips off the ground, Flash twisted Nevermore's hoof, flinging him off him. "Doctor, heal yourself," he growled, stabbing Nevermore with his own claws, injecting him with a large dose of his own toxins.

The blood red eyes grew wide with shock. A horrified cry erupted from Nevermore's throat as he rolled away from Flash, covering his head with his hooves and trembling. Panting, Flash got back to his hooves.

"Flash? Where are you?" Twilight's voice came from nearby.

"Down here!" he shouted back, taking off his gas mask with relief. All of the others reappeared, eyes widening in surprise as they saw Flash standing victorious over the quaking Nevermore. "It's over, everypony," Flash said with a grin. "I got—"

From out of nowhere, a sound came: a low, vibrating hum that reverberated in everypony's ears, echoing in their skulls. Terror filled their hearts: everypony froze in place, their limbs shaking like trees in a hurricane. Slowly, they backed away from Nevermore, who was slowly rising from the ground.

"Fool," he growled at Flash, who was backpedaling away from him as fast as possible. "I'm immune to my own toxins." He held up his hoof, revealing what looked like a small walkie-talkie, from which the terrifying sound was originating. "My latest invention," he explained, his red eyes glittering with superiority. "How I got past Princess Celestia's Guards. It sends out a sound wave that acts as a signal to the amygdala, the part of your brain responsible for fear. Imagine feeling more fear than you ever thought was possible, without knowing why. Imagine that you are terrified, incapable of thought, only able to stare up in horror." He moved closer to Twilight, who whimpered in fright, covering her face with her wings. "Oh, that's right. You don't have to."

The entire troop backed away from Nevermore; even Captain Polaris was trembling down to the tip of his tail. Phillip stared up at Nevermore, his hooves shivering from helpless terror. Nevermore rounded on him and he flinched away as the throbbing hum pierced his ears.

Suddenly, a thought crossed his head, his rational mind observing the situation and noting the problem; there was no reason for him to be afraid of a sound. His eyes settled on the black box in Nevermore's hoof. His objective burned in his mind: Destroy it.

With something to focus on beside the fear, Phillip forced himself to stand up straight. He took one step forward. Nevermore stared in surprise. He took another step forward.

"A stronger specimen," Nevermore grunted. He turned up the dial on his device. The volume of the throbbing hum increased. Phillip stopped in his tracks, a fresh wave of terror rushing through his body.

Get to the box. Stop him.

Gritting his teeth, he forced himself to walk forward, step by step. Nevermore stared in bewilderment, then growled softly, turning up the dial of his device. The noise was now as loud as thunder. Phillip felt like he was going to vomit from sheer fright; his skin was trying to crawl off of his body and his innards were squirming as if trying to retreat from the irrational threat. He tried to take one more step, but he felt as though his hooves were encased in lead; he could not summon the strength to move them.

But then he saw movement out of the corner of his eye. Rainbow Dash was stepping forward, her head held high in spite of the fact that she was shivering like a leaf in a storm. Then Flash started approaching, followed by Twilight and Applejack, then Polaris and the others. Feeding off of one another's courage, the entire troupe moved forward as one, closing in on Nevermore. Now it was the doctor's turn to cower, to back away in confusion and fright, still holding out the device as if trying to fend them off.

"Enough!" Phillip snarled, snatching the device from Nevermore's hoof and crushing it. The throbbing hum ceased immediately, ceasing Nevermore's control over them. The former doctor backed up against the wall, his glaring red eyes darting frantically from one pony to another in search of an escape. His captors glared back at him, all of them doffing their gas masks.

"Nevermore, you are under arrest," Polaris declared, his horn lighting up threateningly. "You have the right to remain silent—"

"Lenore!" Nevermore shouted. Almost immediately, a raven flew in with a screech, dropping a small black capsule in the midst of the group. With a loud bang, the smoke grenade went off, filling the room with thick black smoke, choking and blinding the group. When the smoke cleared away, Nevermore and his pet raven were both gone.

"Damn it!" Phillip shouted, stamping the ground with a hoof.

"Hey, it's all right," Flash said, touching his shoulder. "We're all safe. We proved him wrong."

Phil let out a growling breath. "Let's just get out of here,"

"I agree. Let's leave," Fluttershy said as the group headed back up towards the surface, where the sun and the hope it brought awaited them.

Author's Notes:

Courage is not the absence of fear. It is the ability to conquer fear.

Final chapter soon.

This chapter was revised 7-27-26.