Spike cracked his eyes open and groaned in exhaustion.

“Luna?” Spike weakly said.

“I am here, Spike,” Luna said as she knelt beside him on his bed.

“Good, that means I did it…” Spike noticed something odd. His whole body should be hurting but wasn’t.

“Your healing spells are really good, Luna. I don’t feel as much pain as I should,” Spike said.

Luna chuckled. “Actually, I merely provided the healing magic. The one who helped the medical process along was Nurse Redheart.” Luna stepped to the side to show Redheart, who smiled down at Spike.

“Spike, you saved me. Thank you!” And with that, she let a few tears loose. “I’m so sorry for the things they did to you.”

“It’s okay.” Spike tried to sit up and failed. Luna helped him up and he took a few deep breaths.

“Man, that was a tough one. How many more do we have?” Spike hesitantly asked.

“Five more and the Shadow should be weakened enough for me to break his hold on the other souls,” Luna explained.

“Good. I’m not sure how much more of this I can take.” Spike hopped down from his bed and stretched out.

Before being tackled by several ponies.

“SPIKEY-WIKEY!” Rarity cried.

“Ya’ll alright there, Spike?” Apple Bloom asked.

“I just tackled you because it looked fun,” Pinkie admitted.

“Guy’s! Need air!” Spike managed to wriggle out from the pony pile.

“Sorry, dear,” Rarity said sheepishly. “But are you alright? Your hand, I mean.”

“Yeah, with Luna and Nurse Redheart’s help, I'm good as new,” Spike said.

“I’m so glad. You almost died back there,” Rarity said with a few tears in her eyes.

“You were so cool back there, Spike! Like an action hero or something!” Scootaloo said throwing some punches and kicks to demonstrate.

“Ahem,” Luna said, which caught their attention. “As proud of Spike and glad for his safety we all are, we must begin the tethering of Redheart.”

“Please let me rest a little longer” Spike almost whined.

“Sorry, Spike, but much time has passed while you were in there. We cannot extend your time much further.”

“Ok…” Spike groaned.

Luna nodded before activating her spell and binding Redheart to Spike.

“Your newest ability is to restore yourself, although the cooldown of the power is quite long.”

“I can heal myself? Sweet!” Spike said, glad he didn’t have to worry about injuries anymore.

“Do not become careless with this power, Spike,” Luna warned.

“I won’t,” Spike said back.

“Very well, then come. The next nightmare awaits.” Luna led Spike to the next portal.

And on this portal were three cutie marks…

A grilled cheese sandwich
A wand
And bubbles

“Hm… I know one of them is Trixie but who are the other two again?” Spike asked.

“Derpy and Cheese Sandwich!” Pinkie said, getting excited about getting Cheese back.

“Oh, great. Another pony with Pinkie-like energy.” Spike sighed.

“You know what you have to do by now, Spike,” Luna said.

“Yeah, let’s go save them!”

Spike walked into the portal.

Spike found himself on cobblestones amongst buildings, lined up side by side stretching into a fog and street lights lining the way.

“Huh? Where are we?” Spike asked.

“I don’t know,” Rarity said.

“I don’t trust it, not after that hospital.” Spike walked forward, eventually coming to a castle, only it looked unfinished.

Spike shivered as an air of foreboding came over him.

“Spike, are you okay?” Rarity asked.

“Y-yeah… Yeah.” Spike hurried off to the right and found himself at an entrance to a hallway.

Spike was about to enter when he noticed a camera to his left.

“A camera?” Spike said.

“It would probably be best not to be seen by it,” Rarity said.

“Agreed.” Spike kept to the side underneath the camera’s view. After he made his way through, he found himself at a window when suddenly a light flickered on.

And behind the glass was Cheese Sandwich and Derpy, but they looked… different. They looked the same as always but there was something off about them.

“Hey, Spike!” Cheese said.

“Cheese?” Spike said, backing away a little.

“Yeppers! And this is Derpy! And together we’re H.F.W.P.W.C!” Cheese cheered.

“Whaa?” Spike said confusedly.

“Happy Friends Who Play With Children,” Pinkie said, appearing in place of Rarity.

“That can’t be it,” Spike said.

“Actually she’s spot on! GG Pinkie!” Cheese said.

“Wait, seriously?” Spike said incredulously.

“Yep! I'm also an expert at deciphering acronyms!” Pinkie said

“In any case, welcome! To Our Land Of Fun And Excitement And All Day Parties! Or O.L.O.F.A.E.A.A.D.P for short!” Cheese said.

“And muffins! Don’t forget the all-you-can-eat muffins!” Derpy joined in.

“Who names a place that! That’s so weird!” Spike exclaimed.

“Ain’t it great? Now venture forth young traveler! Our theme park of joy is just ahead!” Cheese said followed by laughter.

What creeped Spike out is that the laugh started mirthfully but quickly became sinister before the lights cut out.

Spike felt fear at those words.

Theme parks…

“Spike, are you ok?” Applejack said appearing.

“Yeah, why?” Spike asked.

“Yer shaking like a leaf,” Applejack stated.

“I’m fine!” Spike said before moving on and breaking the boards blocking his way.

“Ah can tell something is up, Spike. We’ll talk about it eventually,” Applejack said.

“I said I’m fine!” Spike said, making his way into the weirdly named park.

Spike hurried in and spotted a camera and so he ran left. He found some shards and began collecting them as he ran along the pathways.

As Spike ran he couldn’t help but notice his surroundings. A frightening memory came into Spike’s head and he had to pause.

“Spike, what are you doing?” Luna asked.

“I-i’m sorry, just got distracted,” Spike said before hearing galloping and turning to see Cheese running for him.

“Hey kid! Wanna play!?” the pony yelled running for him.

“H-hey Cheese, wait!” Spike said, unsure what he planned to do.

Things crystallized when Cheese whirled and bucked him.

“AH!” Spike yelped, tumbling along the ground.

“Didn’t I mention I tend to get rough when playing around?” Cheese said with an evil snicker.

“Cheesie! That was mean!” Pinkie scolded coming out of her ring.

“Hey, I’m just entertaining a visitor. Boss’s orders after all.” Cheese gave a laugh and leaped at Spike who got up and ran away from him.

“Hey get back here! Where’s your H.F.W.P.W.C spirit!?” Cheese yelled running after him.

Spike quickly activated Pinkie's powers and dove behind a wall, reappearing atop a roof cone.

“Did I lose him?” Spike asked

“NOPE!” Spike whirled to see cheese there before he was pushed off and he hit the ground hard.

“Agh!” Spike yelped, once again thankful for his tough scales.

“How did you find me?” Spike asked.

“Are you forgetting that me and Pinkie have the same abilities? My cheesy sense?” The pony laughed.

“Oh great…” Spike said before getting up and running off as Cheese hopped across the rooftops.

“Have a present on the house!” Cheese said throwing a bomb.

“Bombs?!” Spike yelled running from side to side to avoid being exploded. As Spike ran into another area, Spike managed to collect more shards while avoiding Cheese but when he ran into another area, he was caught by a camera and an alarm sounded.

“Oh crud!” Spike said looking around before something came down on him from above.

“Hullo Spike!” Derpy said before grabbing him by his tail and chucking him across the section.

“OW!” Spike yelped when he hit a wall. He weakly got up as Cheese and Derpy closed in on him.

“This is the guy giving the boss grief? HAH, he’s not worth our time!” Cheese said.

“I’m tougher than I look!” Spike said weakly getting up and using the stare, which caused both of them to freeze up.

“How’s that for somedragon ‘not worth your time?’” Spike ran off and collected more shards while the two recovered.

“GET HIM!” Cheese shouted as Spike left that section and ran into an area with benches. Thinking fast, Spike slid under a bench and hid as Cheese and Derpy ran past.

“Heh, lost them.” Spike climbed out and resumed his shard collecting. As he got into another area, he ran around and picked up even more shards without interference. He was about to move on when he heard something and looked up to see Derpy flying above him. She dove at him.

“Surrender, Spike!” she shouted as Spike ran through an archway and Derpy had to land to go under it.

As Spike continued running from Derpy something hard as a rock clocked him in the back of the head.

“OW! What the?” Spike looked down at what hit him and saw a muffin.

“Huh?” Spike looked back and saw her throw another muffin at him.

“She throws super stale muffins… of course she does.” Spike sighed as he ran around another corner and looked ahead to see Cheese.

“Found ya!” Cheese sneered.

Thinking fast, Spike hitched a quick right and Derpy wound up crashing into Cheese.

“Hah! How do you… like… that…” Spike trailed off as Derpy got up, because one of her eyes was dangling out of its sockets… by wires?

“They’re… animatronics?” Spike said, getting scared. Derpy put the eye back in and turned to Spike with a wicked grin.

“Guess the cats outta the bag! Yup we’re machines built to entertain the Shadow and mutilate his enemies!” Derpy said before opening her mouth impossibly wide and reaching in to pull another muffin out.

“Have a muffin!” Derpy threw the muffin and Spike ducked it before looking to see the muffin had made a small crater in the wall.

“S-stay away!” Spike said backing away before running.

“Hah! He’s running” Cheese said as he galloped after Spike.

Spike ran around but this time he wasn’t even looking for shards. He saw an alleyway and dove back there to hide.

Thankfully neither animatronic noticed him.

He sat there behind a dumpster shivering before Applejack came out.

“Ready to talk about it yet?” Applejack knelt down next to him.

“You all will think I’m being a baby if I tell you!” Spike said, not meaning to be harsh.

“Yer going to fail your mission if you don’t get it out,” Applejack bit back.

“I-i… I can’t!” Spike said, and Rarity replaced Applejack

“Darling, it’s alright.” She gave him a reassuring smile and a hug.

“Do you promise not to laugh?” Spike said.

“Cross my heart, hope to die, stick a cupcake in my eye,” Rarity said, doing a Pinkie swear.

“Al-...alright.” Spike took a deep breath and told them.

“When I was little, Twilight took me with her to a theme park, but I got distracted by a balloon and wandered off while Twilight wasn’t looking… I was lost for hours… and then I went into a tent and…” Spike tried to swallow his fear at the memory “I saw animatronics… without their masks on, I got so scared I started crying and I accidentally knocked one over and it fell on me. I know by now that it was just a lifeless machine but… It was so scary, it was like it leapt at me or something…” Spike started crying.

“Oh Spike…” Rarity could barely hold back her tears.

“A manager found me and he took me to a receptionist who sent out a call for Twilight. When she came back and we went home… I still can’t go to theme parks or look at animatronics anymore though…” Spike finished miserably.

“I had no idea you carried such fears, Spike,” Rarity said with a hint of sadness.

“We knew due to his nightmares but… we had no idea he still held onto those fears,” Luna said.

“It’s fine, thanks for not laughing,” Spike said getting up.

“Why would I laugh?” Rarity asked.

“Because I’m still scared?” Spike said.

“Darling, I’d never be so mean as to laugh for such a reason.” Rarity said “If it helps, You should know I absolutely abhor frogs,” Rarity said, shuddering at the mere word.

“Frogs?” Spike said incredulously.

“Indeed, green is not my color, and they’re just so… gross!” Rarity said.

“Heh, I guess we both have silly phobias,” Spike said feeling a little better.

“Aw, aint that sweet!” a voice said and the two whirled to see Cheese. “Sorry to interrupt two lovebirds but I have a dragon to reduce to a red stain on my hooves!” Cheese said approaching.

“Leave us be, vile apparition!” Rarity yelled.

“Luna!” Spike called out and before Cheese could get his hooves on Spike he was back at the gate.

“We cannot be careless, Spike. Our powers wane as time goes on,” Luna said.

“Sorry…” Spike really was sorry, since he mostly called in order to get out of the situation. Now that he was finally past this roadblock, Spike ran forward. He avoided the camera and hung a left this time, collecting the rest of the soul shards in that part of the zone.

Spike ran through another section and ducked under a camera while collecting more shards.

He managed to make it to the other side of the park before encountering Cheese and Derpy again, because they were guarding the last shard.

“You're getting on my nerves!” Cheese said.

“You're nothing like the Cheese I know!” Pinkie said, coming out.

“The Cheese you knew was a weak pony. As a machine, I am improved!” Cheese leaped at Spike but he dodged and ran towards Derpy who threw more rock-hard muffins at lethal speeds.

Spike used multiplication to close in, making her miss the first two shots but he got close enough to use AJ’s strength to knock her aside.

“Ouchie!” Derpy yelped.

“Don’t freak out, don’t freak out,” Spike silently repeated to himself.

Spike ran from the two and scooped the last shard up just in time to have Luna communicate with him.

“You’ve done it, Spike. Go back to the front of the castle!” Luna said.

“Got it!” Spike activated Pinkie's powers and used it to pop out of view.

“THAT’S CHEATING!” Cheese shouted after him.

“Didn’t you do that?” Derpy said.

“It’s only cheating if he does it…” Cheese explained.

“Oh.” Derpy nodded

Spike panted as he made it to where Luna directed him.

“Man, this place is big,” Spike said, cracking his back.

“Go through that tunnel ahead, Spike,” Luna directed him.

“Ok.” Spike was walking through the tunnel when the door closed. A window lit up and Cheese was there.

“Huh?” Spike said.

“You know why they call me Cheese Sandwich? Because I never lose!” Cheese said.

“.....How the heck does being named Cheese Sandwich mean you never lose?” Spike said with a raised brow.

“I-.... don’t know, just felt like saying it...” The lights turned off but Cheese’s voice still came “What I do know is you better run!” Cheese said with a sinister laugh.

And suddenly the door that Spike came in broke down and a horde of Derpys and Cheeses came through.

“WHAT THE?!” Spike yelled backing away.

“Oh no! They must have found the mirror pool! Run, Spike!” Pinkie yelled.

Spike ran as fast as he could go, following a similar path he came in through. As he was running, he saw something that made his heart skip a few beats.

Hundreds... Hundreds of Derpy’s and Cheese’s blocked both pathways and they all began to converge on Spike.

“HOLY CRAP! HOW ARE THERE THIS MANY OF THEM!?” Spike screamed as he ran into the castle.

“You must get out of there, Spike!” Luna shouted.

Spike made it into the castle just before the gate closed behind him.

As Spike frantically looked around for a place to escape [or just curl up and cry,] he saw a button on the wall. He quickly pressed it, summoning an elevator.

“C’mon! C’mon!” Spike pressed the button over and over again until the elevator arrived and he ran inside, pressing the down button.

“Heh, going down huh?” the Cheese up front said, catching Spike's attention. “Good, ole Trixie’s been waiting forever for an audience. Gotta warn ya, she hasn’t mastered sawing somepony in half yet!” Cheese started to laugh as the elevator went down.

-----

Spike was catching his breath in the elevator when he heard Luna.

"Are you okay, Spike?" Luna asked.

"Yeah, I'm fine. Whew, these nightmares are getting tougher and tougher."

"Don't lose heart, Spike!" Spike looked over to see the CMC.

"Because the Cutie Mark Crusaders are with you!" The three said in unison. Spike smiled at their attempts to cheer him up.

“Thanks, girls.” Spike got up when he saw the elevator open. Walking out, he found himself in some hallways which stretched in every direction. He picked a door at random and was shocked to find himself in some kind of massive room with a giant screen displaying the O.L.O.F.A.E.A.A.D.P logo.

And in the middle of the room was a computer console platform with three souls, one gray, one blue, and one brown.

“Don’t worry, I’ll be back soon,” Spike said before a computerized voice sounded over the intercoms.

“Attention, power to zone three’s elevator is offline, please restore power in zone two.” Spike took that as a hint to his next move and walked over to the door leading to zone two.

Upon entering he found himself at another window and paused as the light flickered on, revealing Trixie… with his luck, another animatronic…

“Hello audience! The Great And Powerful TRRRRRRRIXIE! Welcomes you!”

“Trixie, it’s Spike…” Spike said with a bemused expression.

“Whatever. Anypony is good, considering I'm stuck down here. An audience is hard to come by- WAIT! You thought you could distract The Great And Powerful TRRRRRRRIXIE!?... With dumb questions?”

“She certainly acts like the actual Trixie,” Spike muttered before getting a questioning look from Applejack. “Well? Am I wrong?” Spike asked.

“Eh, no not really,” Applejack admitted.

“HEY! EYES UP HERE!” Trixie shouted, startling the two. “You will not ignore me! For now you shall face my mighty magic blaster! Trixie shall end your life and earn her master’s favor!” Trixie said before throwing a smoke bomb. “HUZZAH!” Smoke filled the room but It quickly dispersed before Spike and AJ saw her exiting through a door.

“Yep, like the real Trixie…” Applejack said.

“Focus you two, this is new terrain and new dangers await!” Luna said firmly to the distracted pair.

“Sorry,” Spike and Applejack said, moving on towards the next zone.

It looked like an office area.

Spike wasted no more time, running to the left and picking up shards. As he ran down a catwalk and he found himself in a room with two cameras, he stayed low to get under its sight and breathed fire to melt it.

“Gotcha!” Spike ran towards the door to the next room when suddenly the door blasted apart and sent Spike flying. When Spike looked up he saw Trixie standing there and her horn… it was split down the middle and revealing a device.

“Face Trixie’s power!” Trixie yelled before firing a beam from her horn. Spike screamed as it blasted him through a wall and he landed in the next room.

“SPIKE!” Luna shouted.

“Ow! OWOWOW!” Spike cried looking to his arm and finding it was bent oddly.

“M-my arm! MY ARM!” Spike cried.

“Spike! Use me!” Nurse Redheart appeared.

“O-ok,” Spike used Restore and he felt his wounds closing up.

“Not so fast!” Trixie shouted, appearing in the hole and firing another beam. Despite the agony, Spike had to roll out of the way and run.

He winced as the heal power snapped his arm back to normal.

“OW!” Spike grunted. “I sure don’t want to get hit by that again.” He ran into another hallway to collect more shards before the closed door behind him exploded as Trixie shot her way through.

“She’s dangerous!” Nurse Redheart said as they ran.

“At least we only have to worry about her-” Spike stopped when he ran into a solid figure and looked up to see Cheese.

“Miss me?” Cheese grinned.

“Y-you’re here? How?!” Spike demanded.

“You forgot what you saw on the surface? There’s an army of us!” Cheese made to stomp on Spike but he rolled out of the way and stood, Trixie aimed and fired and Spike ducked it and the blast wound up sending Cheese careening into a wall.

‘Ooof!” Cheese grunted

“Whoops…” Trixie said before galloping over to him to help him out of the wall. Spike of course took this opportunity to book it.

Spike ran into another room and got spotted by a camera that was looking his way.

“Oh great!” Spike said as a door was slammed open and Derpy stood there.

“Hullo! Wanna muffin?” Derpy said before producing a muffin and throwing it at super speeds missing Spike and punching a hole in the wall.

“Ack! No thanks!” Spike said, running out of the room as the pegasus chased him.

Spike ran into a room with tv monitors but suddenly Trixie blasted a hole in the wall and aimed at Spike again.

Spike dove at just the right time and the shot passed over his head and hit Derpy.

“AH!” Derpy cried.

“Darn It, again?!” Trixie cursed

“Do we have to worry about him or you?!” Cheese scolded her.

Spike wasted no time and used the stare on the two and ran as they were stunned he ran out of the room and into a hallway, he ran down it and collected more shards in a straight line.

Spike felt he was doing good this time when Cheese popped out of a corner and pounced on him.

Hey! Get off!” Spike struggled and used Applejack's strength, but surprisingly Cheese was holding his own and the two struggled for a bit.

“Hold him there!” Trixie said, appearing there and firing another shot.

“Huh?” both of them said before Spike was pulled out by Luna and Cheese got blown up again.

“...Ooops…” Trixie shuffled away as Cheese glared at her from another hole in the wall.

Spike was back at the Entrance and Rarity appeared

“Are you ok Spike?” Rarity asked

“Yeah, I need your power really quick,” Spike asked and Rarity nodded before Spike used perception and used it to peer into the next few rooms.

“All clear” Spike said, running to another door and avoiding the cameras, as Spike kept this strategy going, he made it through each of the rooms with this stealthy strategy.

He eventually found himself in what looked like a storage room and he moved quickly through the room, but unfortunately, he was unable to avoid the cameras down the middle.

“There he is!” Trixie shouted as she and Derpy entered the room, Spike had to take cover as they pelted him with laser beams and muffins.

Spike looked to his left and saw the CMC and nodded to the as he made several copies of himself and ran for the exit.

Spike lost two of them to the firing from the unicorn and pegasus but as he got to the exit Cheese jumped out and pounced on the wrong one and Spike ran ahead and collected the last few shards down that catwalk hallway.

“NO!” Cheese cried as Spike fled the area and made his way down a hall. A hole in the wall was blasted as Trixie and her two pals chased after Spike.

Spike ran until he found himself at a turn and he made his way into a room with a fusebox.

Spike looked around but he was cornered, turning Spike saw all three H.F.W.P.W.C members.

“Nowhere to run now little man” Cheese laughed

Spike backed against the wall, trembling in fear of the animatronics when he suddenly noticed they were standing in a puddle and there was a live wire next to it. Glancing behind him he saw a switch to that power issue the third zone was having and without thinking he pulled it.

“Uh, guys? I don’t think we should be standing here-” Derpy said as she just noticed what Spike was glancing at but it was too late as the three were violently electrocuted.

Spike covered his ears to block out the mechanical screams of the three and when he looked up he was shocked [and creeped out] to see they sustained serious damage

Cheese’s eye coverings had fallen out revealing his mechanical red eyes and bits of his costume were burnt off.

Derpy got the worst of it, she was missing the costume on her left hindleg, along her right side, half her face, and one of her eyes were hanging out of her head by wires.

And Trixie's cape and hat were burnt, her right foreleg’s endoskeleton was exposed and her face was completely scorched off. Her eye coverings remained however.

“I think I’m gonna throw up,” Spike said as he stared at the animatronics who were just standing there. “Why aren’t they trying to kill me?” Spike asked after a minute or two.

“Logically that shock may have fried their circuits.” Rarity said

“L-let’s go before they wake up” Fluttershy nervously said and Spike did not disagree with that claim.

Spike inched around them and ran off the moment he was clear of them.

Spike ran the whole way back to the main room and crossed the room and into the door that leads to the third zone.

As Spike entered the elevator he sat down.

“This is the last zone right?” Spike asked

“Yes, we can only feel a hoof full of shards in that next zone,” Luna assured Spike.

“Ok” Spike heaved a sigh of relief. Hoping the next zone will be easy

---

Spike arrived and exited the elevator, and what he saw was a pit of molten lava, cranes carrying copies of the H.F.W.P.W.C, and a metal catwalk pathway.

“Guess I gotta go that way,” Spike said carefully, stepping forward after each pass of the cranes. Afterward, he ran ahead and into the next area.

“Attention, unauthorized intruder in processing area, dispatching H.F.W.P.W.C units,” The computer voice said.

“Wonderful,” Spike sighed before running off across the bridge and into the next room. What he saw was a strange piston-like machine, a crusher, and multiple metal pathways with shards.

Having learned not to question nightmares anymore he ran around and collected the shards present before heading to the next door.

As soon as he got there…

“HEY! Remember us?!” Spike heard Cheese’s voice behind him.

“Uh oh,” Spike said, turning to see the three very ticked off very damaged animatronics.

“You little freak! LOOK WHAT YOU DID TO MY FACE!” Trixie shouted

“I’m ugly now! Now nopony will want my muffins!” Derpy wailed before fixing an angry glare at Spike, “And it’s your fault!”

“I-i didn’t know it would do this to you!” Spike said defensively

“Regardless… TRIXIE WILL DESTROY YOU!” Trixie roared before firing several beams at Spike who jumped in place in a panic before running off screaming.

“GET HIM!” Cheese yelled and with that the three chased him.

Spike managed to quickly lose them but he could hear their angry shouts as he was collecting the shards.

Spike ran into a room that looked like a platform with a camera, Spike didn’t notice the camera until it went off and Immediately Cheese entered the room.

“You're gonna pay you twerp!” Cheese shouted

“I liked you better when you were a male Pinkie!” Spike shouted as he ran into another hallway, as he ran he was forced to make a left when the wall to his right was blasted apart and Trixie ran out.

“Hold still! The Scarred and Powerful Trrrrrixie commands it!” Trixie fired a beam and Spike narrowly avoided it as it blew up another wall. Spike narrowly ducked into another hallway as another shot nearly nailed him.

“Can you maybe hit him just once?!” Cheese barked at Trixie

“Hey! Trixie did... Once!” Trixie said defensively.

Spike continued on his path and used the CMC power to split up and they ran down separate hallways.

“Dangit! Where did he go?” Cheese said having to pause

Spike ran until he was in a room with railings before a muffin was thrown out of the darkness of one of the doors and it hit him sending him into a railing.

“Agh!” Spike grunted

“You're gonna pay for ruining my appearance!” Derpy said, approaching him.

Spike grabbed her hoof as she brought it down on him and used Applejack's strength to heave her overhead and down the lava pit.

“Did I do it?” Spike said, struggling to his feet holding his hurting chest. To his dismay, he saw Derpy flying back up.

“Crap!” Spike said before bolting using Redhearts healing power to fix the pain in his chest.

“How many shards are left?” Spike asked

“Surprisingly not many, go down that hall to your right and you’ve finished up here,” Luna said

“Good,” Spike said

“Spike! Look out!” Rarity cried and Spike found as he was crossing another platform he didn’t see Trixie there and she blasted him with another beam sending the dragon skidding back.

“Ooogh!” Spike grunted as he laid there. “N-Nurse Redheart!” Spike cried

“I’m trying!” Nurse Readheart said as she appeared “The power is still cooling down.”

“Darnit!” Spike said getting up but when he did he regretted it because he saw three irate-looking pony machines staring down at him, he was cornered!

“Your ours now!” Cheese said as he approached.

“Take a dive!” Derpy said before spinning on her hooves and bucking Spike off the edge.

“AAAH!” Spike screamed as he fell into the lava.

“What the? Derpy you idiot! He’s a dragon!” Trixie shouted

“So?” Derpy said

“Dragons are immune to lava!” And as if on que Spike poked his head out of the lava and grinned.

“Thanks for the bath!” Spike said before activating AJ’s strength and clinging onto the wall and climbing back up quickly.

“Wow, he’s a good climber too,” Derpy said and Cheese just facehoofed.

Once Spike got up to the platform he resumed running as the animatronics pursued.

Spike continued running in the direction Luna pointed him in and collected the last few shards.

“Amazing work Spike, Now make your way to a nearby room and take a right” Luna instructed

Spike did as he was told and eventually found himself at another platform and he saw a button.

“Do we press it? Rarity asked

“Yes,” Luna responded and Spike did just that. “Alright! Now make your way back to the room with the crusher!” Luna instructed

“Ok,” Spike said and he made his way through the area carefully and found himself back at the crusher in no time.

As he reached the button he heard a trio of shouts and he turned to see the H.F.W.P.W.C galloping towards him.

“You're not getting away from us!” Cheese shouted

“Now Spike!” Luna shouted Spike pressed the button and it caused the crusher to live up to its name and the three gave a scream as the crusher smashed the three animatronics into a pile of parts.

“Good job, Spike, as messy as this was, it was necessary,” Luna said, knowing of Spike's discomfort.

“I know just… I need therapy after this…” Spike said as he turned to leave.

Then a familiar presence filled the area.

“Oh great…” Spike said as he turned again and saw the Shadow.

“Stop. Right. There. Mortal… I’ve had enough of these games! Why won’t you just die!?” The Shadow demanded.

“Guess I’m just that persistent” Spike said.

“I truly never expected for a mere baby dragon to cause me this much trouble, I’ve failed time and time again to capture you! And that won’t happen anymore! Behold, my secret project” The Shadow said gesturing to the pile of parts.

“What? You're going to send your broken animatronics at me?” Spike said, feeling a little smug.

“Don’t get cocky you insignificant reptile, You haven't even seen their final form.” The Shadow said

“Final form?” Spike said not liking the sound of that, and just as he said that, the computer voice came.

“Salvage mode active” and suddenly a beam came down and melted down the parts of the animatronics.

“Salvage complete, beginning construction of C.S.E.U. unit,” The computer voice said

“C.S.E.U? What's with this place and acronyms?" Spike said with exasperation.

Then suddenly another beam came and formed a strange creature that looked like a giant metal horse, and just like a certain three-headed pony monstrosity he faced before, it had three heads.

"HAHAHAHA I'M BACK!" Cheese said.

"Haha! Look at me! Now you're in for it!" Derpy said to Spike.

"Trixie is not happy with this set-up! Why can't she be the middle head!?" Trixie complained

"Oh quiet! Now that we are put back together we can destroy that twerp once and for all!" Cheese said

"YEAH! DESTROY HIM!" Derpy cheered.

Spike backed away, shaking as the creature laughed with all of its heads.

"Do you know what C.S.E.U. means? It means Castle Siege & Eradication Unit, meaning it is built to assault Canterlot and other kingdoms and to eradicate annoying individuals. Lucky you, you get to be its test run!" The Shadow gave a laugh as he disappeared.

"W-what do I do?!" Spike cried.

"We do not know, but this monstrosity must be dealt with now! Spike, use the crusher," Luna said.

"Ok!" Spike went to the crusher and pressed the button again. The crusher slammed on the massive pony-like machine, but nothing happened.

"No way," Spike said while backing away.

"HAH! Didja really think that would destroy us a second time?!" And with that declaration, the Trixie and Derpy heads turned and fired lasers out of their mouths that melted the crusher into slag.

"It fires lasers?!" Spike said in disbelief.

“Yeah! Now it’s your turn!” Cheese said before the three heads fired a laser that Spike ran to the left to avoid.

“Where do you think you're going?!” Trixie shouted as the three-headed horse machine galloped and leaped onto the platform in front of Spike.

“AAH! Spike yelped briefly, flying off the ground from the force of the jump.

“Crush him!” Cheese ordered.

“Squishy squishy!” Derpy laughed, raising a hoof and bringing it down towards Spike.

Spike rolled at just the right time and avoided being squished.

“Why ya running? Don’t you wanna party?!” Cheese said before firing beam shots at Spike who kept running.

“HOW DO I BEAT THIS GUY?!” Spike yelled.

“I don’t know!” Luna said, panicking.

“Wait! Do you see those consoles?” Rarity said, pointing at the consoles on each of the platforms.

“Yeah?” Spike said.

“Perhaps they could be useful.” Rarity said as Spike made it to the first console.

“Anything is worth a try at this point,” Spike said before grabbing the lever. It was difficult to pull it down but he managed, and the light on the console lit up.

“Okay three more,” Spike said before something landed behind him. He narrowly dodged a stomp but got hit when the creature swung its forehoof and it sent him skidding all the way to the other console.

Spike lay there struggling to get up as the machine walked to him.

“Hah! Down already? Let’s fry him,” Trixie said.

“Yeah!” The other two heads agreed and they began charging their beams.

“Spike! Get up!” Luna cried.

“I need to get over the edge,” Spike said crawling away.

“DIE!” The three shouted as they fired a triple beam at Spike who fell off the side of the platform at the same time.

An explosion rocked the room and the C.S.E.U. ran over to inspect.

“Did that finish him?” Trixie asked

“No, he jumped into the lava at the last second! Open fire!” Cheese said and the three shot lasers into the lava…

…not noticing Spike was at another console and was pulling the lever down, having used Pinkie Pie's power.

“So glad I have it” Spike wheezed before running to the next one and pulling that one down as well.

Spike had just about finished when a laser blast made an explosion in front of him. He cried out in surprise and pain as he tumbled across the ground, then turned to see the C.S.E.U. galloping towards him.

“HE FAKED US OUT!” Trixie yelled.

“You're REALLY annoying, you know that?” Cheese said.

Spike’s mind was racing and only one thing came to mind. The stare!

“Take this!” Spike tried it and the mecha pony paused before rearing up and whinnying.

“Ah! It’s Fluttershy’s stare!” Derpy panicked.

“Stop moving like that. I can't stay stable!” Cheese snapped

“Trixie hates that look!” Trixie cried.

“...Works for me” Spike shrugged and ran across the pathways and made it to the final console.

After pulling it down he heard a loud click and saw the piston on the other side of the room light up.

“I get it…” Spike said before running to the piston looking thing and pressing the button, making it thrust outward and move in circles.

“Hey!” Spike called getting the C.S.E.U’s attention “Your new form is lame!” Spike taunted.

“You little-”

“Trixie is NOT lame!”

“Meanie!”

After these shouts, the three-headed creature leaped over to Spike and struck Spike sending him into the wall.

As Spike looked up he saw the machine standing over him, but just as it was charging a triple shot up set to kill, the piston turned and slammed into it, knocking the giant machine pony over the side and into the pit of lava.

“AAAAH!” Derpy yelled.

“Trixie doesn’t wanna be smelt!” Trixie cried.

“AAARGH! THIS ISN’T OVER, LITTLE GUY! YOU AINT GETTING OUT OF HERE!” Cheese screamed before the machine vanished into the lava.

“I-... I did it! Whew… finally I can just calmly walk out of here.” Spike paused a moment as if waiting for something before continuing. “And nothing bad will happen… Right?” Spike said, looking around once more.

“Why aren’t you going?” Applejack asked

“I dunno, usually something else bad happens when I let my guard down-” Suddenly the whole place began shaking and an alarm blared with the computer voice speaking over and over again.

“Warning, Self-destruct sequence has been initiated.”

“There it is….” Spike sighed before hurrying out the door and across the pathways. “Blowing the whole place up seems a little extreme if you ask me!” Spike yelled out.

“Ah don’t think the Shadow cares!” Applejack said, galloping next to Spike.

Spike got in the elevator and took it up.

---

Spike exited the elevator and ran into the console platform room and ran up to the middle. He reached up and claimed the souls before making a dash for the door.

Only to run into it because the door didn’t open.

“Ow! What the? It’s locked?” Spike said

“Attention, unauthorized taking of the souls has occurred. Lock-down is in effect for two minutes. Security is en route.” The computer voice came again.

“Security?” Spike said before the glass screen cracked and shattered.

And a familiar three-headed robo horse jumped out.

“Miss me?!” Cheese shouted.

“Gave us a real burn back there but we’re still kicking!” Derpy followed up.

“What the?! How did you-” Spike demanded before the creature took a step forward cutting him off.

“Because we’re invincible!” Cheese laughed before approaching the scared drake. “Now, where were we?...”

Spike yelled and ran as lasers flashed all around him.

“HOW DO I GET OUT OF THIS HORRIBLE PLACE?!” Spike demanded.

“You must survive for two minutes,” Luna responded.

Spike continued to run in circles around the place as the robo pony chased him. He stopped at one point and ran onto the middle platform and the C.S.E.U. threw a punch that destroyed several monitors, Spike ducked it and crawled off and under the platform while the creature looked around for him.

“No use hiding, The great and powerful Trrrrrrrixie will destroy you regardless!” Trixie pried the machine's hooves under the platform and tore it off the ground, and threw it aside.

“AAH!” Spike yelped and ran as the three heads fired a triple laser.

Spike ran alongside the wall as the lasers dug trenches in the wall behind him.

“How much longer?!” Spike yelled.

“Just thirty more seconds!” Rarity shouted.

“Then I need to buy myself some time,” Spike said before using multiply and running around with his copies.

The three heads followed the baby dragons running around.

“One each?” Cheese offered.

“Sure!” responded the other two heads. They promptly proceeded to fire blasts at three of the copies.

Spike yelped as one of the lasers zapped him and sent him into the wall.

“Got em!” Trixie shouted.

“Any last words you little punk?” The metal horse stomped up to him.

“Yeah… times up!” Spike said before using the stare to stun the robot.

“AAAAHH! MY EYES!” Derpy wailed.

“Derpy stop thrashing the whole body!” Cheese scolded before noticing Spike was limping to the door. “HE’S GETTING AWAY!” The horse creature lunged at Spike who exited through the door and wound up crashing into the too-small exit.

“NOOOOO! THIS ISN’T OVER!” The three shouted as Spike got out of there and used his healing power to restore himself.

“I'm outta here!” Spike said as he got to the elevator.

---

Spike arrived on the surface level and wasted no time bolting for the portal.

“I want out of this hellish place!” Spike shouted

As soon as he got out into the open…

“GET HIM!”

“DOGPILE!”

“CRUSH HIM!”

“LET TRIXIE DO IT!”

“STAMPEDE HIM TO DEATH!”

Spike looked around in alarm and saw something that made him want to scream.

An army, an army of all three types of animatronics was en route to stampede him.

“IS IT EVER GOING TO END?!” Spike yelled as he ran with all his might to the portal.

Spike could hear hundreds of hooves stomping behind him, knowing if he stopped for a second he’d be trampled to death.

Spike was almost there, he could see the portal! Just one more push!

“So long you freaky animatronics!” Spike leaped for the portal.

Nothing would stop him! He was home free-

THWACK!

A massive hoof collided with Spike and sent him flying back.

“SPIKE!” Luna cried as Spike tumbled head over tail onto the concrete.

“Ugh… L-Luna…?” Spike looked up weakly and saw a familiar massive figure drop down in front of him.

“Told ya it wasn’t over!” the C.S.E.U's Cheese head taunted

“B-but you were just…” Spike trailed off as the three headed mechanical beast grinned down at him.

“Did you really think the Shadow wouldn’t plan ahead after all the times you outdid him? Where do you think he was while you were dealing with the Nurses?” Cheese said

“Are you planning on leaving without saying goodbye?” A Cheese clone grabbed Spike and forced him to his feet before punching him. “How hurtful!” he taunted.

Spike stumbled to Derpy who punched him again. “That’s for never accepting a muffin!”

Trixie picked up the dragon as he stumbled to her and glared him in the eye “Curtains for you!” Trixie said before throwing him at a wall.

Spike was groaning in pain as he looked up and saw the three looming over him.

“R-...Red...heart…” Spike wheezed.

“I-i can’t Spike! The power is still cooling down!” Redheart said while panicking.

Spike looked up at the trio who smiled down at him.

“Let’s show this dragon what happens when you step to us!” Cheese said.

“YAY! Mess him up!” Derpy cheered.

The next minute was agony for Spike where the three proceeded to stomp on and kick him repeatedly while laughing maniacally. His scales protected him for the most part but he still felt the pain of their hooves colliding with his body.

Spike felt something deep within him, on an emotional scale... shatter…

Spike could hear Luna and his spirit friends screaming… Crying… begging, anything to make this torture he was enduring stop.

Finally, his agony stopped and Spike blessedly passed out.

Only for a slap to his face to snap him back to conscience.

“Up up! No passing out on us! The fun just started!” the robotic Cheese sneered.

“That’s enough,” a familiar voice said and Spike mustered what little strength he had to turn his head to see the Shadow approaching through a bowing crowd of animatronics.

“Aw boss, do we have to? We just started,” Trixie complained.

“Do you wish to defy me?” the Shadow asked.

That did it. Spike was placed on the ground and the animatronics backed off.

“R-....Rari...ty…” Spike managed to croak out.

“Spikey!” Rarity cried running up to him before noticing the Shadow was approaching.

“Leave him alone! Haven't you brutes done enough?!” Rarity yelled, getting in front of Spike. The Shadow just walked through her, paying her no mind.

“Well well well… How the mighty have fallen, eh young dragon?” The Shadow knelt beside him.

“L-let… them... go” Spike wheezed.

“You're at my mercy and instead of begging for your life you beg for their lives? How brave... and amusing” The Shadow laughed. “How badly do you want your friends back?”

“Please…” Spike said.

“Well in that case, the answer is... no,” the Shadow said before letting out another laugh.

“You… monster…” Spike said, trying to get up only for a hand to wrap around his neck and hold him aloft.

“Your skills are surprising and impressive. You have my praise… annoying as it is,” the Shadow snarled. “As such, I will give you two choices, dragon. Accept your fate and give your soul to join my army willingly… or I will kill you and take it by force.”

“I’d take the offer, kid. You’re literally out of options,” Cheese said.

“Don’t do it, Spike! There has to be a way out!” Rarity cried.

“I choose… THIS!” Spike immediately used the stare on the Shadow… to no effect.

“What?” Spike said in disbelief while the Shadow gave a loud laugh at this attempt.

“That’s rich. You honestly expected that to work on me?”

“How?” Spike asked.

“That stare might be able to scare lesser creatures… but to me, it’s a simple glare.”

“Then how about this!” Spike used Applejack's strength boost to grab the Shadow's hand and tried to pry his grip… once again to no effect.

“Such futility…” The Shadow stated before tightening his grip making Spike choke and cease his struggles. “I take it this means you’d prefer to die first?” The Shadow said.

“I’ll… never… let...you...have them!” Spike choked out.

“SPIKE!” Rarity cried wishing she could do something.

“Very well… You’ve been a thorn in my side for long enough! Let’s finish this!” The Shadow said before resuming his squeezing.

Spike's eyes were practically bulging out of his sockets as his life was being squeezed out of him. Rarity and the others sobbed, hoping it would be over quickly.

“Savor these last moments, little dragon for they truly are this time!” The Shadow said with an eager grin as he tightened his grip more.

“NO!”

A beam struck the Shadow from behind, and he dropped Spike in his surprise.

“Who did that?!” The Shadow turned to see Luna standing at the portal. She had the appearance of Nightmare Moon but her eyes lacked the madness from before.

“Luna?” Rarity said in shock.

“HOW ARE YOU HERE!?” The Shadow demanded.

“BEGONE, DEMON!” Nightmare Moon flared her horn and fired off wave after wave of magic blasts which forced the enemies back.

A barely conscious Spike was levitated onto Nightmare Moon’s back along with the souls.

“NO! YOU WILL NOT ESCAPE ME AGAIN!” The Shadow built-up magic between his horns and fired a blast that connected with Luna’s.

Spike could see the great amount of sweat coming off of her which showed the exertion she was using but ultimately the clash was a stalemate and Luna used this opportunity to jump back into the portal.

“NO!” The Shadow shouted after her as she vanished.

Spike narrowly escapes the demented theme park with his life.

But trust me, there will be ramifications for Luna going into a nightmare.

All will be explained next chapter.

Also, I know the C.S.E.U is basically a horse version of Joy Kill but I couldn't think of anything else to take his place.

I hope you all enjoyed this long and exciting chapter, look forward to tomorrow, when the plot diverts a little and unexpected things will start to happen.