Chapter 4: Panic Attacks!
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Masks Lie and Nightmares Never Die

Chapter 4: Panic Attacks!

It’s full on lock-down at the Apple Farm as word spread fast to the Princesses of Equestrian and they sent a sizable squad of royal guards to patrol around the premises. However, none took this job more seriously than Applejack and Big Macintosh as they stood outside of Applebloom’s room, ready to take on the foalnapper coming to take her away. But, neither is sure what they’re going up against. The late night sky put the both of them on edge as they did not hear a peep from their younger sibling ever since she went to bed.

“She’s sure is quiet in there don’t you think Big Mac?” Applejack said breaking the silence.

“Eeyup.”

“Ah’ll just check on her just to be safe,” Applejack unlocked the door and opened it slowly just in case the uneasy silence was just from her sister’s sleeping. Looking inside, everything is quiet and still which both gave her relief and comfort as she saw her sister’s sleeping form in her bed. Walking over to her bed she sat partially on it before slowly stroking her hair with her hoof as the filly snored lightly.

“Don’t you worry Applebloom as long as Big Macintosh and I are around we won’t let some foalnapper get a hold of you,” whispered Applejack.

The mare spent a few moments in the noise of her sister’s snores until suddenly a distant whistle was heard. Hearing this confused Applejack as she got off the bed and made her way to the window to see if the noise was coming from outside. As she got closer another distant whistling noise was heard, but it seems much farther away than the last.

“Now who the hay is whistling?” she said quietly, “It can’t be one them royal guards as it sounds like it’s very far away. Whoever it is, is doing it very loudly though if it’s able to reach from all the way from where they are.”

Another distant whistle pulls her from her thoughts. The mystery of the whistle was puzzling in itself, but after hearing it a third time Applejack came to a sudden realization about the noise. Despite how far it sounded, it was very clear and distinct like nothing was blocking the sound waves from reaching her ears. As if to confirm her suspicions yet another whistle echoed in the room which alarmed her as it sounded more sinister than the last three whistles from before.

“Who’s there?”

In response she got a ghostly laugh that caused her to jump in place as she began to look around in the room for the source of the sound. Applejack needed to tell Big Mac about this situation and quickly so quickly and carefully she made her way to the door, but before she reach the handle the door knob morphed into a snake and hissed at the mare.

“Aah!” Jumping away from the door Applejack witness in horror as the door folded in itself before disappearing completely, leaving only a wooden wall in its place.

“Heh heh ha!”

“What the hay is going on?!”

Reacting to her surprise and mild fear music started playing. It sounded like a lullaby being played from a music box, but what song being played was unclear as it started with growing tones before dropping it in a melodic manner. Slowly looking behind her she saw a top hat sitting alone in the moonlight let in by the window. There was something in her mind that told her to stay away from that hat, but her body refused to listen to her as she walked slowly towards the hat. Her heart beats became more intense and loud for each step she took until she was finally in front of the hat.

It was at this moment the music stopped and the only thing Applejack could hear was her own heartbeat. She stared at the hat intensely before extending a hoof and tipping the hat over. The mare expected something to happen, but defying her expectations nothing happened. Getting closer to the hat she saw something shining inside of it. She attempted to inspect the object, but to her surprise a clawed hand shot out of the hat and swiped at her, causing the mare to stumble backwards before falling on her flank as the hand started crawling on the floor and all over the walls. The sight of seeing a hand creeping around like a spider would be disturbing to anyone, but for Applejack she suddenly lost all fear she had and chased the thing.

“Grr…come back here you little varmint!”

She was attempting to stomp on the creature, but kept missing due to its speed. It didn’t help that the creature would laugh at her for attempts to stop it in its tracks. This frustrated the mare as the she speeds up her stomping before the creature took off again and started crawling on the walls before disappearing into the darkness of the ceiling.

“Hey get back here yah yellow bellied coward!”

“*Yawn* A-Applejack?Who are you yelling at?”

“I uh...uhm…some hat spider hand thing.”

“A hat spider hand thing? W-Wait is it the nightmare coming after me?!”

“Y-Yeah…but don’t worry about it your big sis is going to take care of it.”

“Okay…but be careful.”

Applejack nodded at her younger sibling as she continued to scan the darkness until suddenly a voice broke through the darkness.

“Can you hear them? The whispers, the voices. Can you hear them and their melody?

A phantom among you, a masked being oh so threatening.

A man of falsehoods, a nightmare of trickery.

Can you hear me? My whispers, my singing. Can you hear me and enjoy my melody?”

The singing completely unnerved Applejack as it was haunting in tone and it didn’t help that the one who’s singing it is out of view. The nightmare continued to sing as Applejack searched for the being.

“Applejack…”

Her sister calling out her name only fueled the fire in her body to confront the nightmare haunting them both, “Come on out you varmint! I’m not afraid of you!”

Suddenly, the singing stopped and everything became silent again. The tension couldn’t be any higher as the next few seconds nobody dared make a sound. Not until Applebloom spoke up once more.

“Applejack…”

“Don’t worry Applebloom I got this.”

“Applejack…why are you lying to me?”

Those words were all it took for Applejack to turn around and see Applebloom staring at her with a blank look in her eyes. The mare felt a chill run up her spine as her sister’s head tilt side to side in a jilted motion that only a puppet could do. Applejack began to slowly realize that the being staring straight at her is not her sister; this was reinforced as the thing pretending to be her sister warped her mouth into a wide grin that would cause skin to crawl.

“W-Who are you?”

“Wouldn’t you like to know?” The voice is now warped and sounded like two people are speaking to her at once, “Heh, what’s the matter? Scared of your little sister now are we?”

“You’re not mah little sister!”

“No, I’m not. But then again, you’re not exactly aware of your current situation.”

Applejack at first was confused by the beings words until suddenly she felt her body sinking into, “What the hay?!”

“Heh heh heh, what’s the matter Applejack? Never experienced a nightmare come true before?”

The mare struggled against the liquid muck that was once the floor. It was like trying to walk through quicksand to her and it didn’t help that the nightmare pretending to be her sister is taunting her the entire time. Using slow movements Applejack found her stride as she made progress towards the bed. The fake Applebloom suddenly frowned at her determination and shook her head.

“I wouldn’t do that if I were you.”

The warning didn’t deter the country mare as she got closer, but as soon she made one more step towards the bed she fell deeper into the liquid; submerging her entire body save for her head.

“Can’t say I didn’t warn you. That last step is a doozy.”

Applejack struggled to stay afloat in the liquid, but found herself slowly sinking every second that passed, “You won’t get away with this!”

“Ha! If you think you can beat me then you must be dreaming.”

Those words were the last thing she heard until she felt something grab her foot and quickly pull her into the watery depths.

“Applejack wake up! You’re having a bad dream!” Twilight shouted.

She and the rest of the gang were quickly informed of the situation by Big Mac when heard screaming coming from Applebloom’s room and the door refused to open. By the time they got there the screaming stopped and the door was able to be opened again. There they found the young filly still asleep in her bed while Applejack was rolling around and mumbling to herself. They had no idea what happened so the group did best to shake her awake. This took at least half a minute before Applejack suddenly shot up with a scream.

“Aah! Ah…ha…I’m alive?! How?”

“Easy there Applejack, you were having a nightmare. Just take deep breathes.”

The mare did as she was told, but for some reason she found it hard to relax. The presence she felt from before is still in this room and she can feel it watching all of them together.

“*Yawn* what’s going on? Did you scare him away?” Applebloom said sleepily.

“Scare who away? The foalnapper?” Twilight asked.

“Y-Yeah…isn’t that why all of you are here?”

“No, we just heard Applejack screaming in your room. Big Mac said the door just suddenly locked and then she was yelling at someone. But considering the circumstances I don’t think there is any doubt that the foalnapper sent to take you has something to do with it; we are dealing with nightmares after all so who knows what they’re capable of.”

“Well whoever it is better watch out, because if I get my hooves on them I’ll make sure to give them a clobbering!” Rainbow Dash proclaimed.

“Then let’s do some investigation work darling, because obviously whoever it is, isn’t here at the moment,” Rarity said.

“Alright then, ponies let’s search for clues! Knowing how recent the attack was there isn’t any doubt that whoever it is left behind some bread crumbs for us to follow.”

“Bread crumbs? You think he was eating a sandwich before he came in?” Pinkie said.

“No Pinkie…that’s just an expression for evidence.”

“Oh.”

The group went off to search the room for clues with the exception of Applejack, who was still recovering from the nightmare she just experienced, but there was no way it could have been a simple nightmare. She was wide awake when she entered Applebloom’s room, heck she didn’t remember feeling drowsy at all. It felt all too real to be simple nightmare, the whistling, the crawling hat, and the fake Applebloom. Was the nightmare sent after Applebloom was just toying with her?

“What’s wrong sis? Was the nightmare really that bad?”

“Y-Yeah…it was just all kinds of strange. This nightmare is a tricky one.”

“It’s sounds like he’s using a magic trick to confuse you or something.”

“Maybe, ah’ll just join the others to see if we can find anything.”

“Alright then, hope you find something.”

Shaking off the rest of her remaining shock Applejack joined Twilight in her search for clues in a closet, “Hey, Applejack. Feeling better now?”

“No Twilight, I didn’t want to say this out loud, but whoever is in that bed is not Applebloom,” Applejack whispered.

“Wh-“

“Shh!”

“Okay…but what makes you say that?”

“Because she is calling the nightmare a he!”

Applejack watched Twilight’s widen in horror as she realized what Applejack realized a while ago. There was no way Applebloom knew the gender of the nightmare since none of them have met the being face to face.

“Oh big sister…why are you spreading lies?”

Applejack and Twilight froze in place as they slowly turned around to see Applebloom smiling at them with a creepy smile as her eyes became blank.

“Hello dear sister…shall I go on to explain how badly you fail to protect me?

The rest of their friends began to take notice as Applebloom began to laugh manically, “Uh, Applejack? I think there something wrong with your sister,” Rainbow Dash said, while backing away slowly.

“That’s not my sister!”

The fake Applebloom began to laugh, “Give her a prize folks she noticed something that you all missed at the starting gate.”

Applejack had enough of this fake and immediately ran up to it and pushed it down on the bed, “Enough games! Where’s mah sister?”

“Well aren’t we taking the initiative? But I’m afraid you’re wasting time right now.”

“Now what the hay are you talking about?”

“Well the thing is…you’re assuming I’m taking the form of your sister right? Well you couldn’t be any more wrong.”

Applejack became confused by this until suddenly the fake Applebloom stopped moving and became lifeless under the mare’s hooves. A shriek came from Rarity while the others looked on with horror when Applejack pulled the lifeless body out of the bed and revealed to everyone that it was a puppet.

“What the hay? It’s just a puppet!”

“Which means the puppet master is still here!” Twilight shouted, as ghostly laughter filled the room.

“Lookie lookie what do I see? A bunch of ponies all stupefied and lost by my tricks of trade. Looking around like headless chickens, you’ll never beat me and my illusions.”

“Don’t count us out just yet!” Rainbow Dash shouted, “We taken on much worse than you!”

“Oh really? Then prove it to me, I’m standing right here.”

To everyone’s surprise, a figure appeared next to the window with arms spread as if waiting to receive a hug. There was no doubt this is the nightmare that was sent to take Applebloom. However, thanks to the moonlight they couldn’t make out any details on the dark being other than a single glowing red eye. Applejack felt there was something fishy about the sudden appearance of the nightmare, but was unable to voice her concern when Rainbow Dash suddenly charged at the being. Applejack could have swore she saw the figure smile as Rainbow Dash closed in and to everyone’s surprise she passed through the being and crashed through the window; shattering it.

“Rainbow Dash!” Everyone shouted, completely worried for their friend as the being she passed through started to laugh while clapping his hands together.

“Well now…I sure hope she didn’t cut herself on her exit, but she should have known better and listened to my words. I did say illusions are part of my trade did I not?” The being clapped one more time before fading into nothingness, but the conversation continued, “No matter, I suppose it’s about time we get this show started.”

Suddenly smoke began to fill the room which took everyone off guard as they had no idea where it was coming from. The smoke began to gather in front of the broken window and before anyone could act a pillar of fire burst from the wooden floor preventing anyone from getting close. Applejack and others close to the origin of the tower of fire braced themselves as the wind pressure nearly blown them backwards. The shape of a male figure appeared in the flames as it brought both arms in the air before in one swift graceful motion disperse the both the flames and the smoke in grandiose fashion.

“Ta-daaa! The master of illusions, Panic, the middle sibling of the Nightmare Brothers stands before you and makes his grand debut in Equestria for the first time!”

The nightmare proudly announces his presence just as the ponies recovered. Fluttershy shrieked in terror as she recognized the being standing before them as the remaining embers of the fire lit up the face of the nightmare in the darkness. It revealed his white mask that covered half of his face and his burning red eyes.

“Ah yes, you’re the shy one right? I remember paying you and your friend Rainbow Dash a visit in the past; a private showing of my skills as you will. Nice to see some returning faces to my shows.”

“No one gives a flying buck about you’re shows! Where is my sister?”

“Ah right, the younger Apple sibling. Well if you must know,” Panic snapped his fingers and in a puff of smoke a small bag appeared next to the nightmare before picking it up and swinging it over his right shoulder, “She’s still sleeping, but at this rate I’m not sure for how long.”

“Give her back!”

“Well when you put it that way…no, but this room is really cramping my style so let’s take this outside,” the nightmare then to everyone’s surprise jumped out the broken window while laughing manically all the way.

“Twilight, what are the odds that the royal guards down there can stop him?”

The purple mare was about to answer until everyone heard shouts of confusion and slight pain from outside. This quickly answered the question and wasting no time everybody ran out of the room in order to meet the nightmare waiting for them outside.

Barging through the entrance of the home the group found themselves outside. Big Mac joined the group along the way as they all stopped in shock as they saw Panic standing there looking at his claws as the royal guards are tied up and left struggling some distance away from the nightmare. There under the moon light they saw his full appearance and saw he was wearing what can be described as a dark ring master outfit as the normally bright and colorful coat is now a dull red with faded gold trimmings. On his head he is wearing a stark black top hat marked with an eye symbol on the front. On his left hand they can see he was wearing a clawed glove with blades on each digit on his hand while his right hand was an actual bony claw that nearly mirrored his glove.

“Hoo… doggy that was fun, but rather short lived, honestly these guys don’t even come close to a decent warm-up; highly trained my butt!”

Applejack cursed under her breath as she was tempted to run up to the smug nightmare and slap him across the face, but held off as she didn’t want to repeat Rainbow Dash’s mistake. Speaking of the Pegasus, the mare looked over where she crashed and found the sky blue mare lying on the ground moving slightly in pain as trails of blood leaked across her body. She was still trying to recover from the fall, but those cuts will need some medical attention.

“You’re not out of the woods yet yah varmit! You still need to deal with us!” Applejack shouted.

“Now why should I? Nothing is stopping me from just leaving this encounter from the get go. Oh, and don’t even think of using your teleportation magic princess. The sooner you activate it the quicker I’ll leave.”

Applejack saw the look of surprise on Twilight’s face as her plan was quickly found out. The country mare grew even more frustrated as it seems there is no way to get the jump on the nightmare. He is completely confident that whatever sneak attack they could come up with, he would be able to see it a mile away.

“Well now, don’t look so glum. I’m a fair man, so I’ll tell you what. I’m going to divide myself and one of my clones will have the bag containing your sister. If you can beat whoever has the bag then you win, but don’t get too excited I’m far from easy. Now…if I count my numbers correctly then I need to make six of myself or maybe seven if I count your nigh unconscious friend over there. Anyway, let’s say we get this party started?”

The group prepared themselves as Panic started to spin in place and in just a few seconds became a whirling tornado of unpredictability. Eventually that tornado spawned more tornados of equal size which increased the wind pressure in the area as a total of six tornados are in front of the group. The violent winds died down as now six Panics’ are looking straight at them all with smiles on their faces and bags over their shoulders.

“Now then, get’em boys!” Shouted one of the Panics’ as the others leaped into the fray as Applejack and the others prepared themselves for a fight.

The clash that ensured was one of mixed results as the fighters of the group, Applejack, Big Mac, and Twilight took on their own Panic with different approaches to the conflict while leaving the non-fighters to think of alternative methods to fighting the threat in front of them.

Applejack knew she was going to have a hard time with the nightmare, so instead of brute forcing it she carefully watched the agile nightmare as the two circled each other. It was a standoff as the two waited for each other to make the first move.

“Your move varmit.”

“No you, ladies first after all.”

“Good, Rarity will be relieved to hear that.”

“Well aren’t we a clever one?”

The two continue to circle each other as the shouts and noises from their allies happened in the background. Then suddenly the Panic did a quick spin and changed his outfit into one of a matador. At first Applejack was confused until the nightmare dangled the bag in front of her like the mantle the entertainers used in their line of work.

“Tauro! Tauro!”

“Do I look like a bull to you?”

“No, but you come pretty close.”

“That’s enough yap out of you!”

Deciding that she heard enough from the nightmare Applejack started the battle off by charging at Panic. She knew that the nightmare is just going to disappear if she went straight for him, so instead she went for the bag. It’s another trick to be sure, but she has an idea that might catch him off guard. Running straight at the bag she quickly jumped into the air and like expected Panic moved the bag away from her. With a smile the mare twisted herself in the air and used her momentum to kick the nightmare in the shoulder. The nightmare cried out in pain as her strong kick made contact.

“Argh! That’s really smarts!”

“Heh, you may think you’re tricky, but when you put up with the likes of Discord then you’re nothing short of predictable.”

“Ergh, me predictable? You wish.”

The threatening tone in the nightmare’s voice had Applejack expect the worse from the nightmare as he rolled his shoulder to disperse the pain. Then without warning the nightmare threw the bag straight at her. This took the mare by surprise as she didn’t expect him to straight up throw the item at her, making things worse was the fact she didn’t know if the bag contain her sister or not. She didn’t want to risk it being her sister, so Applejack ultimately decided to take the hit. She’ll quickly regret this decision when the bag opened up and the contents was revealed to be five cream pies all coming straight at her. Applejack didn’t have enough time to dodge as the tasty food items smacked into her body and made a mess. Cream was everywhere, the Panic was laughing, and this country mare just had enough.

Shaking off the cream off her body, Applejack was fuming as the Panic was rolling around on the ground laughing. Walking up to him she stared down at him as he looked back at her with a smile on his face.

“Did you seriously think I would throw the bag containing your sister? Ha ah! You’re a lot more gullible than I thought!”

“Keep laughing yah hyena, because I’m about to buck you into next week.”

“Heh, you said buck!”

True on her promise Applejack assumed the position and reared up her back legs. In one swift motion her hooves connected to the nightmare’s body and sent him flying over the entire farm. If everybody wasn’t so focused on their own fight they could’ve heard the nightmare shouting ‘worth it’ as he passed the horizon. Applejack dusted her hooves before giving a snort.

“Clone or not, he was getting on my last nerve!”

“Ee-eeyup!”

Upon hearing her struggling older brother the mare snapped out of her anger immediately before turning over to see Big Mac dancing around like a ballerina no thanks to the Panic clone manipulating his body, but how she did not know.

“Dance for me big boy!” The clone was obviously enjoying his torment of the poor stallion. He made him pull off various ballerina dance moves, most of which were painful to watch as Big Mac was not flexible enough to pull them off painlessly.

“Hey! Leave my brother alone!”

“Make me!”

“You asked for it!” Applejack was about to run straight at the nightmare clone until suddenly Big Mac moved in front of her to block her path, “What the?! Grr…why that yellow bellied sidewinder!”

“Ha ha ha ah! You’re going to have to get passed your brother if you want to get to me!”

This was a problem for the mare as her brother’s big burly frame is blocking her path to the nightmare clone. It didn’t help that each time she tried to go around him he would be forced to respond by moving to cut her before attacking her with odd quick movements that looked painful for the stallion. Applejack couldn’t help but feel sorry for her brother as the nightmare is using him as a living puppet.

“Ow-ow-ouch!”

“Oh hey he can say more than two words! And here I thought he only came with two responses.”

“Let my brother go!”

“Again, like the first time you told me to leave him alone I only have this to say; make me.”

This only earned a frustrated growl from the mare to which the nightmare chuckled as once again he managed to get under her skin. Applejack again tried to break through the defensive line created by the clone, but found no success when each time her brother blocked her way. This continued for a few more moments before suddenly Big Mac was pulled out of the way and she accidently charged at Panic. Before she knew Applejack felt multiple strands of string land on her body before being forced to stop in her tracks in front of the nightmare. He smiled at her with a wicked grin as she realized how was the nightmare was manipulating her brother. He was using string, very thin and nearly invisible string that glistened in the moonlight. It should have been obvious as he used the same type of string to manipulate the Applebloom puppet, and now she’s in his web.

“Wow, I didn’t think you would be dumb enough to charge at me after using that duck and rabbit gag to fake you out, but I suppose we’re all full of surprises today.”

“How were you able to create this trap so fast?”

The Panic clone laughed as he reveals to her his strange bone plated clawed right hand, “Call it a simple hand trick.”

Applejack began to struggle as she heard the grunts, cries and frustrated growls of her friends against the remaining Panic clones. It’s plain to see that they are at a disadvantage as the nightmare has proven to be too fast and too wily to beat in a normal fight. They have to take him by surprise, but how?

“Hands off my friends freak!”

“Huh?”

The sudden shout confused the Panic before he was suddenly blindsided by a rainbow blur. Applejack immediately recognized it to be Rainbow Dash as she witness the mare tackle the nightmare to the ground before giving him a solid head butt that not only knock out the clone but also caused him to explode into a cloud of purple smoke. Just like that the strings holding Applejack and Big Mac in place disappeared and dropped them back to the ground.

“Thanks for the assist Rainbow Dash, but how are you feeling? You’re still scratched up from crashing into the window,” Applejack said.

“Eeyup.”

The sky blue Pegasus gave a pained shrug, “Still hurts, but I can still fight.”

“I can see that, but don’t push yourself too hard. The last thing we need is you passing out on us.”

“Pssh, I’ll be fine.”

Applejack rolled her eyes at her friend before turning around to see Pinkie blowing up the Panic clone she was facing with her party cannon. Looking to the right she finds Twilight and Rarity teaming against their own Panics’ which leaves only Fluttershy, but she didn’t see any sign of her.

“Aaaaah!!!”

A shrill scream came from above the group as they all looked up to see Fluttershy plummeting towards the earth. Reacting quickly, Rainbow Dash flew into action and took to the air to catch her falling friend before she hit the ground. Applejack winced she saw the pained look on her friend as she caught the falling mare and struggled to bring her gently to the ground. To the mare’s horror she saw the both their wings turn red with their own blood as they touched down. Applejack quickly ran up to the two to see Fluttershy trembling and crying as Rainbow Dash tried to comfort her, though it was plain to tell she was having a hard time staying strong thanks to the bleeding.

“Hello down there!” Shouted the clone.

Applejack looked up to see the Panic clone floating in the air with a tiny umbrella and immediately she became furious as the clone attempted to speak his case.

“I-uh…may have lost control a bit during my fight with your friend and uh…”

“Big Mac! Get the wagon!”

“Eeyup!”

“Oh hey hey! No need to get extremely violent here I mean I know I just stabbed her wings and all and…er…you’re just ignoring me now.”

Applejack didn’t care what the nightmare had to say, no one hurts her friends this way and gets away with it. Soon Big Macintosh brought out a wagon full of blocks of hay. Looking over to her brother he nodded at her as he picked up one of the blocks of hay and tossed it in front of her. Aiming carefully, she kicked the hay and sent it flying straight at the floating Panic. The nightmare gave a small scream as he dodged the attack, but this only spurred Applejack to fire more his way. After a few shots and some begging one of the hay bales hit the floating target, knocking him out of the sky before crushing him and forcing the clone to explode into a purple cloud of smoke.

“And good riddance too!”

“Incoming!” shouted another Panic, taking Applejack by surprise as Big Mac pulled her out of the way of a flying Panic clone that crashed and exploded when he made contact with the house.

“That should be number five. Which means only the real one is left.”

Looking over to Twilight and Rarity she saw them cornering the remaining Nightmare. The mare thought Panic would be quaking in his boots now that his entire plan has fallen apart, but to her surprise the nightmare didn’t look concerned at all. As a matter of fact he was smiling the entire time the two closed in on him.

“Big Mac, empty the wagon and get Rainbow Dash and Fluttershy on it so you can get them to the hospital on the double!”

“Eeyup!”

With that said Big Macintosh went off to empty the wagon as Applejack ran off to join Twilight and Rarity while also trying to figure why Panic was smiling at his current predicament. Before she knew it the purple mare quickly fired a beam of magic that restrained the nightmare’s legs as he raised his hands in surrender. The act only added to her suspicions when he gently placed the bag holding Applebloom onto the ground before being magically restrained by Rarity.

“Dang should’ve brought my rope if we’re going to hog tie this varmit.”

“Oh how nice of you to join us Jacky,” Panic said, acknowledging the mare’s presence.

“Shut it yah varmit, this challenge your Nightmare Lord is coming to an end now.”

“If you say so, but you know the saying, it aint over until the fat lady sings.”

Applejack ignored the nightmare’s warning and went over to the bag. She could hear soft snoring coming from it and it relieved her a bit that Applebloom did not wake up throughout the entire battle.

“Aww…do you hear that? She’s still sleeping.”

Panic’s comments served to annoy Applejack as she whacked his body with her tail. The force behind the whack though small was enough to cause Panic to tip over and fall on his back.

“Ow…was that necessary?”

“Can it,” Applejack proceeded to open the bag and see her sleeping sister inside. This brought her comfort as she attempted to reach in and pull her out, but was stopped by Panic’s voice again.

“Hey do you remember my little string trick?”

“Uh, yeah?”

“Ever wondered how I got that string in the first place?”

Applejack rolled her eyes and attempted to ignore the nightmare, but then he started to sing.

“The itsy bitsy spider climbed up the water spout. Down came the rain and washed the spider out…”

“Can one of you put a muzzle on him?”

“Oh don’t be like that, besides…I still got another trick up my sleeve.”

Everybody looked at him with caution as wicked smile grew on his face. His clawed glove hand pointed in Applejack’s direction while his clawed hand was pointing upwards. Nobody knew what he was doing until suddenly a silk like strand was shot out of his right hand. This took everyone by surprise as the near invisible strands landed on the bag.

“No!”

Applejack attempted to grab the bag, but was too slow as with a simple flick of the wrist Panic pulled the bag towards his clawed hand at high speeds before it was impaled by the sharp blades. All three ponies had their eyes widen in horror as the bag turned red with blood as the nightmare shushed them by placing a finger to his lips.

“Shhh…let the filly sleep.”

Far away from the action and the terrifying event, a certain lone figure was chuckling to himself as he watched the events unfold from the safety of the trees with binoculars.

“Heh, I knew that sky blue Pegasus was going to be joining the fight. It’s always troublesome when that one random factor comes in and ruins your plans, but that’s what planning ahead is for. It’s going to be awhile before they realized I tricked them, but by then I’ll already be long gone.”

Snoring was heard behind the man as he looked back and adjusted the bag that was over his shoulder.

“Sorry about this kid, but this is how we do things. Hopefully, you’ll find it in yourself to forgive me. As for your sister…well I don’t think she’ll be forgiving me anytime soon for what I have done especially with her two friends. A nightmare’s job is a thankless one considering the bad rap we have. C’mon kid, time for you to see what I mean.”

Pocketing his binoculars, the nightmare leapt off the tree before landing on another one and continued to do this in order to gain enough distance from the town and the Princesses. All along the way he was singing a small song.

“Twinkle twinkle little star, how I wonder where you are…”

Chapter 5: Things to Come
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Masks Lie and Nightmares Never Die

Chapter 5: Things to Come

After the whole fiasco with Panic the group made their way to ponyville hospital, but the overall feeling was terrible. Applejack though, felt completely horrible, she swore to her younger sister that she will protect her, but after witnessing what happened Big Mac had to stop her from trying to trample the nightmare. She cooled off since then and she’s glad that murderer is getting what coming to him, but she knew that will never bring her sister back. She then remembered what her sister’s goal

“I’m going to earn my cutie mark one day just you wait!”

Applejack then started to cry at the memory

“Dang Nabbit! Why her! Why did she have to die!” she yelled waking up her friends in the process.

They slept at the hospital, so they can be at Fluttershy’s and Rainbow Dash’s side as they recovered from their severe injuries. Of course they are also there to lend a comforting shoulder for her to cry on.

“Why… her…?”

She continued to cry and her friends looked at her with worry. However, they didn’t know the words to comfort her so they were forced to continue watching her outburst in silence. Twilight was the only one who looked away feeling partially responsible for Applebloom’s demise. However, there were more questions than answers and right now she needed answers. The purple mare got up from her seat and headed towards the exit.

“Twilight? Where are you going?” Asked Pinkie.

“To get some answers.”

Applebloom felt strange as she slowly woke up from her sleep. What she saw when she opened her eyes surprised her, for she was no longer in her own bedroom. She was in a bedroom meant for royalty, and the bed she was lying in is very soft and comfortable. It was tempting her to fall back asleep again.

“Where am I?” she thought.

“This is where you’ll be staying for the remainder of the challenge young one,” spoke a voice, surprising her.

Applebloom looked around hoping to find the owner of the voice, “Where are you?” she asked.

“Closer than you think,” the voice responded.

Applebloom was first confused at what the voice meant until the window to her room swung open surprising her, and letting in roughly one hundred crows into her room. The crows then started flying around in a funnel shape all the while cawing like crazy. Before Applebloom thought she would go crazy from the noise, the birds then started leaving the room; exiting the same way they came in. The window then shut itself closed with the curtain falling in place covering them up. When Applebloom looked back where the crows used to be in her room she was taken to the appearance of a being she never seen before. In front of her is what she perceives to be a strange tall crow man looking at her with bright red eyes

“W-Who are y-you?” she asked nervously.

“Milady, you may call me…Paranoia.”

When Twilight arrived at the prison she was met with confused gazes. The guards wondered why a Princess is doing here until she told them her reason for coming; she is here to talk to Panic. The guards nodded their heads in understanding, and told her to follow them. She continued to follow the guards until they stopped at a specific cell. There she saw him the man who caused a great tragedy to happen in front of her very eyes.

“Hey inmate! You got a visitor,” one of the guards shouted.

Panic turned around, and smiled when he saw Twilight was the visitor.

“Hello milady, what can I do for you?” he said semi-mockingly.

“I’m here for some answers,” Twilight said, she was holding back her anger for the sake of not playing into the nightmare’s hands.

“To the point again I see. Very well ask away.”

Twilight was surprised by his willingness to cooperate, but leapt at the chance to get some answers, “Where did you come from?”

“From the Realm of Nightmares my dear. Not your world’s but another world entirely.”

Hearing this caused Twilight to raise an eyebrow but she continued her line of questions, “You said you are a part of the Nightmare Brothers. Who are the other members?”

“There are two other members who are in fact my brothers; your friends have already met them already.”

“What is it do you do exactly?”

“Well since you asked so nicely. I run a carnival in the nightmare realm; if you want I can get you ticks…” Twilight narrowed her eyes as her patience was thining.

“I meant the Nightmare Brothers as a whole!”

“Oh, in that case we serve the big cheese himself; Lord Nightmare. Whatever he say’s we do. It’s simple as that.”

“If that’s true then why did you kill Applebloom? Wasn’t your orders just to foalnap her?”

“Yeah… and we succeeded!”

Twilight looked at him surprise, “Succeeded? But you killed her!”

Panic then started laughing manically while pulling out an orange from his hat

“Heh heh ha ha ha, that’s where you are wrong Twily.”

“Wrong? I saw it with my two eyes!”

“Tch…The answer is in this orange Twily. Here take it,” he said as he pushed an orange through the bars.

Twilight grasped the orange with her magic and looked at it questioningly before putting it in a bag, “Why would an orange answer my question?”

“Heh…you’re a smart girl you’ll figure it out. So…anymore questions?”

“Who’s the next marked one?”

“…Hold on let me consult with ‘myself’ for that one.”

Panic then brought out his palm and started pressing on it as if it was a phone. Once he was done he closed three of his fingers leaving only his thumb and pinky finger. He then brought it to his head and waited as an odd beeping noise starting to come from his hand. The beeping then stopped as Panic started to talk.

“Yeah me? She wants to know who we are taking next…I know hilarious right? So it’s okay? Alrighty then, see you soon,” Panic then pressed the tip of his pinky finger causing it to make a beep sound, “Okay chica listen closely because once I say this I’m gone.”

Twilight was confused at what just transpired in front of her. Even the guards were looking at each other trying to make sense of it. However, if this will help stop the next foalnapping then she has no qualms with it, “Okay I’m all ears.”

“Spike, your assistant, is the next marked one.”

“What!?!” Twilight said shocked.

“Heh heh heh…and the worst part is, they sending Fear for this one.”

“Fear?”

“My younger brother, but oh boy when it comes to brute strength he’s unmatched.”

“What does he look like?”

“You’ll know it’s him the moment you see him. Besides he’s got quite a presence. Oh yeah, before I forget, just because El Gassy Murete has a thick skull doesn’t mean he’s an idiot.”

“El Gassy Murete?”

“Heh heh heh…sorry said too much already, bye now…”

“Wait! Hold on!” Twilight yelled, but it was already too late, Panic burst into smoke cloud leaving his cell empty.

The Guards became alarmed by this and attempted to sound the alarm, but Twilight stopped them, “Wait! Don’t pull the alarm!”

“But the prisoner escaped!” said one guard.

“He’s right we can’t just let him get away!” said the other.

“I’m afraid that’s not the case,” Twilight responded.

Both of the guards looked at her as if she grew another head, “What do you mean?” they said in unison.

“What I mean is that the Panic we had is nothing more than an illusion created by the real one.”

“Wait then that means…”

“Exactly, we never had the real Panic in the first place.”

Twilight then thought back to the orange the fake Panic gave to her, “However, I still like to know how an illusion can give me an orange, and able to interact with the physical world. I should keep this in mind the next time we meet Panic. Now on to a different problem, this orange he gave me. The fake told me that the foalnapping was a success, but what I saw is a different story. I even checked inside the bag…that was something that will permanently scar my mind for years to come; however, considering that Panic has proven his mastery over illusions it would be possible that what I saw was an illusion. But, if that’s true how did he fake the blood?Was it through illusions as well?” Twilight then took the orange out of her bag and examined it, “It looks like any normal orange on the outside…but what about the inside?”

After less than a second an idea popped into Twilight’s head, “Hey can one of you get me a knife?” she asked.

The Guards looked at her confused, “What for?” the first one asked.

“Isn’t it obvious? She wants to cut that orange in half so she can drink its juices, duh,” the other said.

“Oh…Okay then. Wait right there Princess Twilight I’ll get one from the kitchen,” said the first guard who then quickly left Twilight and the other guard to get the knife.

The second guard looked at Twilight with a confused face, “But Princess why do you want to drink the juice of that orange anyway? I mean if you’re thirsty we can give you a drink from the fridge”

“You’ll find out soon.”

No sooner then she said that the first guard came back at lighting speeds, “Here you are princess one knife and a cup, you know for the juice.”

“Thank you,” Twilight said while taking the knife, and cup in her magic. She then proceeded to cut the orange, and as she was cutting it started to ooze red liquid similar to blood, “I knew it!”

“Did that orange just bleed!” said the first guard in surprise.

“It’s a blood orange the juice from this fruit has a color similar to blood. That’s how he did it which means Applebloom is still alive.”

“Wait if the victim isn’t dead does that mean he’s free of all murder charges?” asked the second guard.

However instead of getting an answer Twilight already left to share what she learned to her friends, “I’ll take that as a yes? Maybe?”

Applebloom was still confused at the situation she was in, but Paranoia explained everything to her, “So my sister failed to protect me…”

“Unfortunately that would be the case,” Paranoia said with a near monotone voice.

“And I can’t escape from here can I?”

“I advise that you don’t attempt to escape from our estate. If you do you will quickly realize how safer it is in here than out there.”

“So what are you going to do to me?” Applebloom asked with fear.

“Isn’t it obvious milady?”

Applebloom gulped before answering, “Maybe…”

“You can rest easy milady we will not hurt you. As long you do what we say.”

Applebloom was about to ask another question until she heard the sound of dragging chains, “U-Uh what w-was that?” she asked.

“Hmm… it would seem that Fear is getting ready to go to your world.”

“W-Who’s F-Fear?”

“He’s my younger brother, a nightmare with incredible strength able to rival that of a titan.”

“Hold it! He’s that strong!” she said replacing her fear with surprise.

“Unfortunately for your sister he is. However he’s not without a weakness…”

“What would that be?”

“He seems to be always hungry, eating every edible object in the areas we sent him to.”

“Hey that explains why some the apple trees back on the farm were missing apples!”

“Yes that would be his doing.”

Applebloom begun to think about her situation so far, “Okay so I was foalnapped by the crow man’s brother, and crow man told me that I can’t escape either. How I wish I could prove him wrong, but so far I don’t see any possible way I could escape. I guess I’ll just have to wait then.”

“It would be wise that you don’t look for a way out milady,” Paranoia said shocking Applebloom.

“H-How did yah read my…”

“Mind? That’s a question for another night, but right now Lord Nightmare wishes to see you. If you have any further questions I’m sure he’ll answer them.”

“Okay I guess…” Applebloom continued to follow Paranoia, uncertain of what awaits her in this strange place.

“WHAT?!?! What do you mean mah sister is still alive?” yelled Applejack.

Twilight recoiled a bit from her friend’s outburst, but quickly regained her composure. Twilight had already explained her findings concerning Applebloom to her friends earning looks of disbelief and uncertainly; however, she didn’t expect Applejack to react the way she did.

“It’s true Applejack, Applebloom is still alive, but that means she is a prisoner of the Nightmare Brothers,” Twilight said.

“That conniving snake played us for suckers! …and now I need to tell Big Macintosh and Granny Smith to cancel the funeral,” Applejack finished her sentence with a face mixed of embarrassment and anger.

An awkward silence lingered around the group for a while. This prompted Pinkie to speak up, “So Twilight, did you get any other information out of that guy?”

“Yes I did, and it’s about the next marked one…but it’s someone close to us again,” Twilight responded as her tone grew depressed.

Her friends immediately became concerned now aware that the next pony to be foalnapped is again somepony they know, “Don’t tell me it’s Sweetie Bell! She still recovering from what happened to Applebloom,” Rarity exclaimed with panic.

“No it isn’t her…” Twilight responded.

“Then just TELL US!” Pinkie Pie yelled earning odd glances from her friends, “What? I can’t handle suspense any longer.”

Twilight looked at each of her friends’ eyes before responding causing them to worry even more, “It’s… Spike.”

As Twilight expected, multiple gasps are made in the room. Her friends became horrified at this revelation knowing how close Spike and her are.

“No way!”

“Those monsters!”

“ Not Spikey-Wikey!”

Twilight couldn’t agree more, but she can’t help but feel terrible that the little dragon she considers family is now in danger. However, the feeling didn’t last long as it was soon replaced with determination, for she will not let the Nightmare Brothers take another; especially not her family.

“We need to tell the Princesses as soon as possible!” Twilight shouted with determination.

“I don’t think that will be necessary,” said a familiar voice.

Everypony in the room put on a look of surprise already knowing the owner of the voice is.

“Princess Celestia!?!”

Applebloom grew more uneasy as she continued to follow Paranoia down the hallways of the Mansion. She often heard unnerving sounds of wailing and groaning through the walls, but she continued to put on a brave face despite the situation. After walking for what seemed to be hours Paranoia stopped in front a strange intricate door. Applebloom saw that the door has no doorknob or any visible way of getting in; furthermore, the door seemed to be made of odd clockwork, the same seen in pocket watches. Before she could ask Paranoia about the door he pressed a button on the door making a ringing sound, and before she knew it an eerily calm voice made itself known.

“Yes, what is it?” asked the voice.

“I brought the child milord like you asked,” replied Paranoia, eerily mirroring the calm voice’s tone.

“Good, you may enter Paranoia.”

As the voice finished the door’s clockwork started to come to life. The mechanism continued to turn it gears until finally locking together causing the door to open. What Applebloom saw inside blew her mind. The room inside is immense she saw row upon row of bookcases filled with books she never seen before.

“Just how many books you guys have here?” she asked.

However, Paranoia ignored her and beckoned her to follow him further into the room. Applebloom didn’t say anything else and complied. She continued to follow him through what seemed to be an endless library until stopping at a spiral staircase. Paranoia then turned to her and spoke.

“He awaits you up these steps…” Paranoia said while pointing at the staircase.

Applebloom didn’t respond, but she did look at him for a moment with unseen uneasiness in her eyes before taking a single step on the stairs. However, this didn’t go unnoticed by Paranoia

“I assure you milady there is nothing to fear. I’ll be right behind you if necessary,” he said attempting to ease her fears.

Applebloom nodded her head and continued up the steps with Paranoia following her from behind.

When she finally reached the top of the staircase she was met with an incredible sight. She saw that the new room is just as big as the library below, but only with three giant bookcases lining up against the wall to her left. However, the most striking feature she saw in the room is the skylight which gave a clear view of the starry night sky while illuminating the room with pure moonlight at the same time. She took a few more steps into the room while taking in her surroundings. She saw a bed similar to the one she woke up in the northeast corner of the room; however, it seems to be made for two. Adding to that she also saw many strange things in the room such as a large flat box hanged up in front of couches at the lower southeast corner of the room, and a large gallery of masks on display.

Applebloom continued to look around the room until she spotted a glass door that led to balcony. She saw through the glass a figure looking through a telescope to see the starry sky. Applebloom didn’t know if it was a good idea to bother the figure considering that it seems to be extremely focused on the star lit sky. That is, until Paranoia spoke once again.

“Milord shall I take my leave?” he asked.

The figured stopped in its tracks and stood straight with its back facing them. For a short moment the figure didn’t much else until it took its gloved hand out, and snapped its fingers leaving its hand in the thumbs up position.

Paranoia bowed in response, but before he left he spoke to Applebloom one last time, “This is where I take my leave milady, for I have… ‘business’ to deal with,” he said.

“Wait! You’re just gonna leave me here! How am I gonna get back to my room?” she yelled.

“You’re in his care now milady there isn’t much else I can do unless he asks for it,” he replied still keeping his tone. As he finished he started to sink through floor, surprising Applebloom.

“H-How are you doing t-that?”

“Beings such as I thrive in darkness milady, but I will explain the details later, for now this is goodbye” With this said he fully submerged himself into the darkness of the floor and disappeared from sight.

Applebloom could only stare at the spot where Paranoia once stood surprised that the bird looking man is capable of melting into shadows. However, she brought out of her surprise when she heard another voice next to her.

“Hello Applebloom, please take a seat on the couch and relax, for you are a guest in my abode and I have much to explain to you.”

Twilight and her friends were surprised that Celestia herself is right in front of them; however, at the same time they knew it’s something important,“Sorry to drop in unexpectedly, but I need to talk to all of you; its important,” she asked with a small hint of urgency.

Twilight and her friends looked at each other and nodded in silent agreement. Except for Fluttershy who is still lying on the Hospital bed due to her injured wings.

“Alright, what do you want to tell us?” Twilight asked.

“Twilight, I know your assistant Spike is the next mark one, but I heard from Luna what happened yesterday night. That Applebloom’s foalnapper managed to escape with her while fooling you with his illusions”

Twilight momentarily felt depressed, but shook the feeling away, “I know we underestimated him, but the illusion he left behind gave us a warning on who’s coming to foalnap Spike; Panic’s brother Fear.”

“I know, the prison guards you were with reported it to me”

“Then you should know how he described him, that he has unrivaled physical strength meaning that he doesn’t rely on illusions like his brother.”

“I know, but it also means that he won’t let anything get in his way, and considering what happened to your friend Fluttershy, and Rainbow Dash. Not to mention the Royal Guards I lend you. I need you and your friends to take Spike somewhere out of Ponyville until the night passes, for I am sure that Fear will check your home first.”

“But where do we go?”

Before she could answer however somepony burst into the room.

“Pardon for barging in, but I’m here for a Ms. Fluttershy,” asked the new voice.

They looked at the source of the voice, and found a gray colored stallion wearing a black surgeon outfit, mask, and red tinted goggles. The strangely colored surgeon looked at all of them with a confused look

“Uhh…am I interrupting anything?”

Nopony answered leaving the room in utter silence. Until an out of breath voice broke the silence.

“You… can’t just…barge in…the…patient is resting!” the new voice said.

The surgeon looked behind him and chuckled, “Ah what took you so long Nurse Redheart? I was about to take the patient without you,” the gray stallion said with a humorous tone.

However, Redheart herself didn’t share same enthusiasm as the surgeon when she got into the room, but before she could speak her mind she had to take a moment to catch her breath, “Seriously you can’t just barge in! You don’t even have the authorization to work on the patient!” she yelled.

“And you were just going to tell the patient her wings are officially clipped,” the surgeon said back earning simultaneous gasps in the room.

“Now now before anybody starts bawling and crying. I’ll have you know that I can help your friend fly again; however, this neighsayer says I don’t have the green light to work on her,” he added before slightly chuckling.

“But you don’t!” Redheart said clearly growing angrier as the conversation continued.

“Then what’s this?”

The surgeon pulled a form showing that he has the authorization to operate on Fluttershy earning a look of surprise from Redheart, “H-How did you…”

“I asked and I received since I helped out around here many times, and those times were critically injured patients,” he finished with an unseen smirk.

“Now if you excuse me I have to meet with the patient.”

Nurse Redheart became silent while maintaining a look of disbelief. Twilight and her friends were confused at what transpired between the oddly colored surgeon and Nurse Redheart. Of course during the time they spent here they haven’t seen the gray stallion around here before. However, before Twilight could ask who the stallion is, he was already at Fluttershy’s bed.

“C-Can you really f-fix my wings?” Fluttershy asked slightly nervous from the stallion’s presence.

The surgeon looked at them while moving his goggles upwards revealing his marine blue eyes that glowed like fire, “You don’t have to worry, for I swear on my degree as a surgeon and a doctor that she will fly again!” he replied while pointing his hoof in the air dramatically earning a few sweat drops from the others in the room.

…

“Okay now with that out of my system let’s get you to the operating room Ms. Fluttershy.”

As he finished his sentence he moved his goggles back over his eyes and in one swift motion took Fluttershy from her bed and started carrying her bridal style. Fluttershy immediately yelped in surprise from the Gray stallion’s actions.

“Oh my!”

With another unseen smirk the odd surgeon took off running into the hallway leaving the rest of the ponies in the room dumbfounded at what just transpired. However, Twilight broke the awkward silence by asking a question that everypony except Redheart is thinking about.

“Who was that?”

Back in Lord Nightmare’s room, Applebloom recently made herself comfortable on his couch just like Nightmare asked her to do. It wasn’t long until the lord himself joined her while holding two cups; one filled with apple juice and the other filled with a strange purple to black liquid. Applebloom got a glimpse of the Lord himself. He wore a strange black top hat that seems to be decorated to look like a jack-o-lantern’s face. As for his clothes of choice he appears to be wearing a Victorian styled Tailcoat with a few modifications. However, the most striking thing he wore is his mask which appears to be made out of wood and carved into a grotesque face that appeared to be screaming with carvings of chains and two letters N and E etched into it, and some parts of the mask seems to be covered in tape including his left eye leaving only the right eye visible. Overall, despite the mask, his appearance would be best described as a dark gentleman.

“Here you go child,” Nightmare said pushing the apple juice in her direction.

“Uh… thanks?” Applebloom replied taking the cup reluctantly.

“No problem...so what do you want to know?” he asked.

“H-Huh what?” Applebloom said in surprise.

“Heh, I know you desire answers for your predicament, and fortunately I’m the right person to talk to.”

“O-Oh okay…” she said attempting to avoid eye contact with Nightmare as she caught a glimpse of his unsettling shifting eye color.

However, he easily took notice of this and chuckled slightly, “Heh heh heh, relax child I won’t hurt you. Paranoia told you this already.”

Nothing was said for while: therefore, leaving the two in silence and the occasional sound of sipping juice. After a few minutes Applebloom finally spoke, “Just what are you exactly?”

Nightmare smiled underneath his mask, “I never thought you ask. Now where do I start?” he said as he pondered for moment.

“…Ah yes my name. As you already know most beings in this realm refer to me as Lord Nightmare, but that is simply a title passed down from previous leaders of the Nightmare realm. My real name is Fredrick Nightmarewalker or you can simply call me Nightmare it really doesn’t matter to me.”

Applebloom then finally looked at Nightmare in the eyes with a confused look, “Your name’s Fredrick?”

“Or simply Fred by a few,” Fredrick added.

This earned a small bit of laughter from Applebloom, “Fred seriously?” she asked with a small smile on her face.

“Seriously, but then again what kind of name is Applebloom?” he retorted with humor in his voice. The comment quickly caused Applebloom’s smile to turn into a frown.

“Hey, Mah mom and dad gave me that name!” she replied with a bit of anger.

Nightmare couldn’t help but laugh at the young filly’s expense, “Hahahahah…and it’s an fitting name for a young filly such as yourself, but enough about names please ask another question.”

“Oh yeah! I almost forgot ‘bout that. So… why did you have me foalnapped?”

Nightmare didn’t say anything for a moment causing Applebloom to nervously sip her drink in the silence, “…I’ll be honest with you child I have no benefit in keeping you in my home”

“Then why foalnap me?”

“Call it…a cry for help,” Nightmare replied with an unnoticeably depressed tone that went away quickly as it came.

“Who’s help?”

“Tch, you should already know by now who she is, but here’s a hint, she’s friends with your sister.”

“Friends with mah sister? But which one? She has small group of friends!”

“Then I suppose you have to figure that out by yourself.”

Applebloom couldn’t do anything, but complain at Nightmare’s response, “Hey! No fair you said you’ll answer my questions!”

“Sorry but I forgot to mention that I prefer to keep a few secrets to myself”

“…Fine but why are you going this far to get help? Shouldn’t you just ask?”

Nightmare didn’t respond immediately to the question, but instead started to laugh much to Applebloom’s confusion, “Hahahaha…look at me child do I look like the type that should be trusted especially with a mask like this?” he said as he pointed to the mask in question. This caused Applebloom look away for moment while sipping the apple juice.

“That’s… a good point actually even though you don’t seem to be a bad person.”

Nightmare again laughed lightly, “It may not seem like it sure, but it doesn’t mean I’m not a bad person.”

“Wait, are you saying you are a bad guy?!” Applebloom said with surprise.

“I did not say that child, you did. Just like all the beings that live in the dream realm…” Nightmare retorted calmly. However, the mention of the dream realm took hold of Applebloom’s curiosity.

“Dream Realm?”

“Oh don’t act like you don’t know. If there’s a realm of nightmares then there’s a realm of dreams. It’s a simple concept really.”

“Right…but you mention about ‘beings’ living there?”

“Yes...I did. They are called Dream Fairies even though they’re not all fairies by nature.”

“What do yah mean?”

“It’s…complicated to say and I do not want to bore you with the details so let’s move on to a different question shall we?”

As he finished his sentence he reached for his glass filled with a strange black and purple liquid, and to Applebloom’s shock the liquid rose from the glass and spilt into thin streams that poured into the brims of his mask. Once the liquid was gone Nightmare made a satisfied sigh and placed the glass back onto the table.

“Okay…how about telling me what you just drank!?!” Applebloom shouted.

“Oh that? It was blended nightmares, quite refreshing actually.”

“You drink…nightmares?”

“Actually, I think consume would be a better word.”

“Never mind that! I just want to know why you eat your own kind!”

“Why? Let’s just say the letters carved in my mask is not simply for show…”

Nurse RedHeart took a deep breath before answering Twilight’s question, “His name is Grey Suture he’s a doctor who happens to pop in here every once in a while sometimes out of nowhere.”

Twilight became puzzled when Redheart mentioned that the surgeon they just met simply pops in the hospital whenever he’s feels like it, “Wait… so he doesn’t work here?”

“No he doesn’t. Matter of fact he doesn’t work in any hospital in equestrian.”

“Then how is he a doctor?”

“I don’t know, but his skill as a doctor is close to perfect. He always knows what wrong with a patient just by looking at them, and when it comes to operating on ponies he’s considered a prodigy for his flawless work.”

Twilight looked at her with eyes of amazement, “That’s incredible! With a reputation like that why he isn’t officially hired?”

Nurse Redheart sighed, “That’s…the problem when we asked him to join us he turned us down and when we asked why he simply said there are others that need my gifts.”

This caught Celestia’s interest, “That pretty noble. I wonder if he would consider working for me and my sister. Should he accept we will allow him to have easy access to the rest of equestrian.”

Nurse Redheart looked at the Princess with surprise, “Your highness you actually want to hire him?”

‘I don’t see anything wrong with it. Unless you know of reasons why I shouldn’t?” Celestia said with a raised brow.

Nurse Redheart nearly froze at the statement, “Err… I should be going I think a doctor needs me. Goodbye!” Redheart said, before leaving the room in a hurry.

“Uh…Princess Celestia? Is there something we should be concerned about?” Twilight asked.

“No the nurse said the doctor is a prodigy when it comes to surgery, so there is nothing to be concerned about,” she replied with a warm smile.

“If you say so,” Twilight said though still confused about topic involving the doctor.

“However let’s get back on topic Twilight before we were interrupted. I believed you were asking me on where to go am I right?”

“Oh right! I almost forgot! So… do you have any ideas where we should go?”

“Actually I do. Remember me and my sister’s old castle?”

“You mean the place where we first got the element’s of harmony?”

“Yes, go and hide there while my sister, the royal guards, and I stall the next foalnapper.”

“Right, because if the next foalnapper doesn’t take Spike before morning comes. Then we win the challenge!”

“Exactly Twilight, now go get ready to leave before nightfall the remaining royal guards will take you and your friends to the old castle and watch over you just in case the foalnapper has a trick like his brother.”

“Okay, you hear that girls get ready to leave!” Twilight shouted.

However Pinkie still had a concern

“Wait a minute! What about Fluttershy and Rainbow Dash? She asked.

“Unfortunately due to their condition they must stay here in the hospital to recover from their injuries. But since the foalnapper is going after Spike we shouldn’t have to worry about their safety,” Celestia answered.

“Oh okay then.”

...

It took most of the day for Twilight and her friends to get ready to leave, and small part of it is due to Spike informing Twilight that Owlicous was found passed out in the closet and Twilight informing Spike that he is marked to be foalnapped. This was proven when the same mark was found on his back. They eventually meet up with some of the royal guards Celestia mentioned before taken to the old castle. Although, it’s mostly in ruins now the castle will be their unofficial hideout for the night.

While Twilight and her friends put their plan into motion a lone figure was waiting for nightfall to come. The figure was simply sitting legs crossed in dark room staring at the wall. The blank wall which seems to be made out of concrete is being used as a screen for a hidden projector. What was being shown is a countdown before nightfall and the eventual image Spike labeled to the figure as ‘Your Target’.

“Dra…gon…dra…gon…is…Fear’s…prey…”

Chapter 6: Fear the Insatiable
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Masks Lie and Nightmares Never Die

Chapter 6: Fear the Insatiable

Day turned to night at Twilight’s home as the house sits empty without its owner or any of its inhabitants. However, in the shadows of the night the ones responsible for the day and night cycle lay in waiting with a small army; waiting to ambush the nightmare that will come prowling in the night.

“There, it’s nighttime now,” said Luna as she looked over to her sister.

“Then the nightmare’s hunt begins,” Celestia replied before looking over to the royal guards that are with them, “I’m sure you already been debriefed on this, but allow me to remind you all what we’re going up against. According to what little information we have the nightmare heading towards this location is called Fear. We don’t know much about his abilities other than his physical strength, so I want all of you to stay on your guard and be prepared for whatever he might throw at you.”

Wordlessly they nodded before giving her a salute and spreading out to get into various ambush positions around the house. The princesses themselves cloaked themselves with a veil of magic that hid them prying eyes. All they have to do now is wait for the nightmare to get to the house and when the time is right they will pounce.

“Sister, what do you think the nightmare looks like?”

“I should be asking you that question Luna. Things that involve the world of dreams are your forte.”

“I know, but there is something strange about these nightmares. Normally nightmares are manifestations of a pony’s self doubt, fear or trauma, but these ones are operating outside the world of dreams. That is something a normal nightmare can’t do unless somebody brought them here through magic.”

“So you think somebody is bringing them from the nightmare world?”

“It’s a possibility, but it probably isn’t the case as judging from what I been told about these nightmares they’rre under command of a much powerful nightmare.”

“So what are you saying dear sister?”

“That these nightmares aren’t from our world.”

“And now it’s officially nighttime,” Twilight said as she looked at the sky and saw the stars that lit up the night.

“Which means this Fear character is now out there in Ponyville looking fer Spike,” Applejack said.

“Exactly…” Twilight responded with hint of uneasiness.

Pinkie Pie noticed this and attempted to ease her friend’s worries, “It’s alright Twilight, this fear guy, whoever he is, is going up against Princess Celestia, Luna and a small army of royal guards! He’ll have to be crazy powerful to get past all of that.”

Twilight look at her friend and smiled, “Thanks for trying to make me feel better Pinkie, but I still feel like we’re not out of the woods yet”

“Stop worrying so much Twilight. Sure the Princesses don’t have the greatest track record in responding to emergency situations, but this time they are focused! There is now way we can lose this!”

“Your right, but…”

“But what Twilight?”

“Er… Never mind I’m probably over thinking things. Besides there’s something I need to look into,” the purple mare said as she was about walk away from the conversation, however, ‘something’ became the magic word that caught her friends’ ears because they all asked the same question.

“What do you mean ‘something’?”

Twilight sighed in frustration knowing it might take a while to explain the journal to them, “Okay but this may take a while to explain.”

“Well we literally have all night, so go ahead,” Applejack said.

“Yes do tell us Twilight. It has stimulated my interest.”

“Yeah!”

“Alright then, just let me take it out first.”

“It?” everypony said in confusion.

In response to their confusion Twilight then used her magic to pull the brown colored journal she found in her library, “Well here ‘it’ is” she said while giving everypony a good look at the journal.

“A journal? That’s what you’re looking into?” Pinkie said with a hint of disappointment.

“Not just any normal journal, this journal is written by someone not from our world!”

“What do yah mean not from our world, Twilight?” Applejack questioned.

“Think about it Applejack. It’s obvious that Panic came from a different world since there is no race in all of Equestria that resembles him. As a matter of fact he looks very similar to the humans I met when I crossed through the mirror.”

“Wait your saying that he came through the mirror, but isn’t that impossible?”

“Yes it is. Which why I’m looking into this journal because I found it in my library the same night we all been attacked by the Nightmare Brothers; and you know as well as I do that can’t be a coincidence.”

“Hold on Twilight, are you saying that there’s a connection between that journal and the foalnappers?” Pinkie said.

“Well that is a possibility, but…” Twilight said while looking at the ground in embarrassment.

“But what?” Applejack said impatiently.

“Well…I’m not sure how it’s connected to the nightmare brothers. I only developed a flimsy hypothesis based on name of the owner on this journal.”

“So what is the owner’s name darling?” Rarity asked.

“Sir Desmond DreamWalker.”

The name earned mixed reactions within the group as they do agree the name itself does invoke suspicion that there is connection somehow. However, the name itself wasn’t enough for them to develop a solid a solid theory. Because of this, ideas was thrown around the group of friends to see if anything stuck, but they were so caught up in their idea slinging that they didn’t notice Spike walking up to them.

“Hey guys what you have been up to?”

Twilight was the first to answer that question, “Well the girls and I were just throwing ideas around.”

“For what?”

“Well…” Twilight was trying to form the right words to explain the situation to her young assistant, but sadly Pinkie was the one who beat her to the punch.

“We’re trying to figure if the person who wrote in the journal has any connection to the nightmare brothers. Although right now we aren’t having much luck.”

“Oh, sorry for interrupting you then it’s just…you know,” Twilight and the others followed his finger and found it pointing to the mark on his body. Being reminded of the mark Twilight found herself harboring mixed feelings of anger and determination.

Her friends on the other hand felt bad for the baby dragon, and she couldn’t blame them as the pressure of having someone hunting you down like some wild game can be overwhelming for someone like him. It was a like a child being targeted by an assassin which thankfully isn’t the case for him, but this pressure he was feeling pales compared to the one on the group’s shoulders.

“Well Spike, would you like to join us?” Rarity said, “Maybe you can throw your thoughts into this garble we’re having.”

Twilight saw Spike’s depressed mood immediately changed into a happier one which was improved even further when Rarity offered a seat next to her. The purple mare just shook her head in amusement at Spike’s elated face before speaking again.

“Well since Spike is joining our conversation we might as well fill him in what we got so far.”

Everypony agreed to the notion gave Spike a quick recap of the conversation and its subject. Expressions of confusion, surprise and deep thought flashed across the baby dragon’s face during the recap leaving him with plenty of questions to ask; which is something that Twilight needed less of.

“So… you girls think that this Dreamwalker guy has a connection to the Nightmare Brothers? I mean the word dream is literally in the guy’s name.”

“It’s too soon to say Spike I only read a few entries so at best we’re just grasping straws.”

“Well you have his journal Twilight, so why don’t we read more entries together? Who knows maybe we’ll find a connection somewhere along the way.”

“Might as well, since any new information relating to the Nightmare Brothers would be helpful at this point.”

Twilight then opened the journal with her magic, and gave a brief summary on the entries she already read with her friends. After that they came across the entries that Twilight hadn’t read. They were interesting as they’re accounts of the man going out on escapades with his mother in a forest. What made it interesting was when it was described in one entry that he actually dressed up the animals they came across. Then there was an encounter with a bear that attacked his mother’s friend who of which he protected before finding out why the bear was angry in the first place. Apparently the bear was making a dress and it got destroyed by the friend on accident. After calming the bear down he would make the bear a new one and send her on her merry way.

“Hmmm…nothing still, but he seems to be a respectable person if now strange,” Twilight said taking her eyes off the journal to look at her friends.

“Indeed he really does value family very much especially his own mother,” Rarity added.

“Well I can respect that, but why is his mother younger than him?” Applejack questioned.

“Hey! Don’t forget that he didn’t know too much about birthday parties!” Pinkie Pie shouted.

“I think you mean he only had a few birthday parties Pinkie,” Spike added.

“Well that too!”

“Hey let’s not forget he put a dress on a bear. As seamstress I would like to know how he managed to get the right measurements for a creature of that size,” Rarity said.

“Uh, what about the part that he held off a bear single handily? That’s impressive and I’ve seen Pinkie eat an entire cake in one bite!” Applejack added.

“Yeah but what about when he actually knew what the bear wanted? It’s like he was part Fluttershy or something,” Spike pointed out.

“I still can’t get over that he didn’t know what a birthday party was.”

Twilight mentally sighed they’re still nowhere closer to finding out if there was a connection or not, “There has to be a connection I know it! But the only connection this journal has to the Nightmare Brothers is it appeared in my library the night they attacked. Well there still a good amount of pages left in the journal, so bound to find something…I hope.”

Princess Celestia and her sister Luna continued to wait for the foalnapper each minute passing causing the tension in the air to rise. There was a shuffle here and there from uncomfortable ponies that were standing in place for too long.

A few more minutes passed before Luna decided to speak, “Sister, are you sure the foalnapper is planning to come here?”

“Don’t worry Luna I know he’s coming. We just need to be patient,” Celestia said.

“If you say so, I just don’t want our efforts to be for naught”

A few more minutes passed and suddenly the sounds of dragging chains were heard scraping across the ground. It put everyone on alert as a fog rolled in and made it hard to see in the darkness.

“Get ready to attack on my mark…” Celestia said quietly to the Royal Guards next to her who in response only looked in the direction of the constant sound with eyes of resolution.

The sound of chains grew louder as a figure stepped out of the darkness and fog and into the moonlight. Celestia and Luna’s eyes widen as they looked at the figure’s appearance, he certainly lived up to his name. Firstly, his skin color is ash grey with some odd markings branded into his skin. Secondly, the foalnapper wore a weathered black gas mask that hides his face and invoke a feeling of unknown terror. He also wore long chains wrapped around his forearms,and waist. In addition he has a ball and chain connected to his left foot that doesn’t seem to slow him down at all. Thirdly, his only piece of clothing was some gray ripped up jeans. However, his most striking feature was the odd looking machinery connected to his upper body which seems to stick out a bit from his upper back. It looked like armor at a glance, but the movement within the tubing seems to say otherwise.

“Dra…gon…is…Fear’s…prey…” The nightmare spoke almost absentmindly.

“That creature certainly came from the realm of nightmares, but in all my time traveling through the dreamscape I never seen a nightmare quite like this,” Luna said.

“I have to agree, there is nothing on this world that cause a pony to dream up a creature like this. It just seems unreal,” Celestia added.

“It’s best not to underestimate it. It’s clear those chains around it once held it back, it would seem the nightmare Twilight talked to wasn’t lying.”

“True, we need to take him down quickly when the moment shows itself.”

“Agreed.”

The slow moving nightmare eventually reached Twilight’s front door, and for a moment just stood there much to the confusion of the hidden ponies. However, it wasn’t long before Fear struck the door with a closed fist effectively causing the door to shatter into numerous pieces of splintered wood. .

“…Dra…gon…” Fear spoke again in a voice devoid of emotion.

Celestia and Luna’s eyes again widen from the impressive feat looked to have taken no effort at all, “Maybe we were underestimating his strength just a tad bit,” Celestia said.

“Indeed…” Luna added.

“We need to box him in, guards get into position and relay the message to the others,” Celestia commanded the guards near her.

The guards saluted before taking their positions around Twilight’s home effectively surrounding it. Meanwhile, Fear continued to explore the inside of the house at his own pace, only stopping in his tracks momentarily to lift his gas off to reveal his nose and mouth. He then proceeds to sniff the rooms in order to find baby dragon’s scent. However, his nose picked up a different scent.

“Food…”

He then trudged his way into the kitchen and began to scan the area for the one object he recognizes; the refrigerator.

“Re…fri…ger…ator!…” he said with a hint of excitement.

The nightmare walked closer to the refrigerator and proceeded to rip off the door blocking him to his meal. He then scanned the fridge hoping to find the food item on his mind, but he didn’t which cause his excitement to die down.

“…No…meat……but…will…take…rest!” he said hungrily. He then proceeded to attack and consume what food items that are in the fridge including milk, cheese, and even left over pancakes. After clearing out the fridge he went straight for the freezer and began chomping on ice, frozen waffles, and whatever else you can find in a freezer. Once he was finished he let out large belch, however, he still retained a look of dissatisfaction.

“…Still…feel…empty…but…bro…ther…said…don’t…eat…all…”

Watching the entire event go down Princess Celestia and Luna couldn’t believe what they have just witness, “…Sister did he just ate everything in Twilight’s Refrigerator?” Luna asked in shock.

“Yes Luna…yes he did…” Celestia replied.

“Well shouldn’t we stop him?”

Celestia didn’t react at first to Luna’s question. She was still absorbing the fact there is another being in this world could eat food as fast Pinkie Pie, but in a more destructive manner.

“Sister?”

“Guards! Mobilize now!” Celestia shouted causing all the Guards to immediately enter Twilight’s House and surrounded Fear before locking him down with their magic.

“Huh?” Was all Fear could say when he saw the Guards around.

“Stay where you are! You are surrounded!” shouted one guard.

“You are outnumbered! Surrender peacefully and nobody has to get hurt,” Shouted another guard.

Fear looked around himself seeing each and every Guard’s face, seeing a deeply buried fear of his incredible strength, “Flies…” he said lowly.

“What was that?” asked one of the guards.

“All…I…see…is…FLIES!” Fear roared at the top of his lungs causing everypony in the area who wasn’t sleeping to cover their ears at the intensity. Unfortunately, Fear took this chance to break out of their magical grip and grab one of the guards by the front legs before he started swinging him around; effectively decimating the rest surrounding guards. Seeing the problem escalating Celestia and Luna jumped into action and shot out their own magic telekinesis to grab hold of the nightmare before dragging him out of the house and brought before them.

“Princesses…make things…difficult,” Fear said.

“Sorry if we’re making your job difficult, but we simply cannot allow you to take my former student’s assistant,” Celestia said with a glare.

“Also we cannot have you disturb the citizens of ponyville, even though your roar woke up everypony in the neighborhood,” added Luna.

Fear just stared at them for a moment before responding, “So this…is…a trap?” he asked.

“Why yes, yes it is,” Celestia said.

“Then…should’ve brought…a bigger army!” Fear shouted as he slowly broke free of Celestia’s and Luna’s combined magical grip.

“What!?” The sister’s shouted in shock at the nightmare broke their hold on him.

As Fear landed back onto the ground he took out two broad axes and charged into the small army of Royal guards. What happened next can be considered a massacre, for Fear viciously attacked one guard after another brutally beating each one to an inch of their life with his two axes. The tools broke bone, rend flesh, and left its victims a broken mess. Celestia and Luna attempted to stop his ruthless onslaught, but each time they tried to use their spells on the nightmare he either dodged them or reflected the spell at another guard causing unintentional friendly fire. At this point many ponies were woken up by the battle and some screamed as they saw the mess being made.

“Sister this is getting out of control!” Luna exclaimed.

“I know!” Celestia shouted.

“What should we do?”

“It appears we have no choice Luna, we’re going to have to use our full power if we’re going to bring this nightmare down.”

Luna couldn’t help but gasp, “Sister, are you sure you want to risk that?! If we’re not careful we might destroy a large chuck of Ponyville! Not to mention if it doesn’t work we’ll be left without power for a while.”

“Then we’ll take this out of Ponyville and make sure he stays down.”

“Okay then…”

“We won’t fail Luna…” After saying that, Celestia started charging up her magical power with Luna doing the same. However, the moment they started charging Fear was already finish with the Royal Guards, having untold amounts strew across his feet. In addition the nightmare’s personality drastically changed, taking on a much ruder and cruel persona. He scanned the bodies around him only to spot one guard attempting to stand. He quickly made his way to the guard and stood right in front of him. The guard looked up only to see a gas mask covered face staring back at him.

“I wouldn’t try to get up if I were you,” the nightmare said to the guard before raising his foot and stomping guard back into the ground earning the sounds of ribs breaking and a cry of pain from the guard. Seeing this stir the princesses to charge faster, but they could do nothing but watch the poor guard be toyed with by the nightmare.

“Now…tell me where the baby dragon is or I make sure the rest of you is in pieces!” he said, proving his point by stomping on the guard’s left hind leg and snapping bone inside into two pieces.

“Grahh!!! N-Never you f-foul creature!” the guard managed to spit out.

“Heh heh heh…I was hoping you say that pal,” the nightmare raised his foot again and promptly stomped the guard’s other hind leg.

“Ahhh!!!”

“It hurts doesn’t it? Then again the breaking of bones tends to have that effect…ha ha ha ha! Besides you know how to make it stop. Just tell me what I want to know and I won’t have to break the rest of your limbs like twigs.”

The guard’s only response was spitting blood onto Fears mask in an act of defiance. However, Fear only laughed at this action while wiping the blood of his mask, “Ha ha ha…have it your way…” he said sinisterly.

Fear again raised his foot, but instead of stomping the guard’s leg he stomped the guard’s lower back effectively paralyzing him from the waist down. The guard screamed in agony while Fear could only laugh at his victim pain. The nightmare then took a moment of silence to listen to the guard’s screams and enjoy every second of it along with the screams of various witnesses.

“I love hearing screams of agony in the dead of night. Speaking of dead, your awfully close to that aren’t yah?” he said.

The guard didn’t respond, but instead continued to scream in pain due to the injuries cause by Fear.

“Hey I’m talking to you!” Fear shouted as he grabbed the guard by the neck and pulled him up, so they were meeting eye to eye, “Yah know, I still haven’t got my answer. Last chance, tell me where the baby dragon is hiding and I might let you live,” he asked while tightening his grip around the guard’s neck. However, due to Fear’s grip the guard couldn’t talk at all.

*COUGH! GACK!*

“Oh so sorry that isn’t an answer in my book,” Fear said with an unseen smile, but right before he could tighten his grip further he blasted away by a strong beam of magic into the outskirts of Ponyville.

He tumbled and crashed into a few trees before coming to a stop, “Ow… that actually hurt, but… that means somebody strong is nearby! Now that’s the stuff that get’s my adrenaline pumping!” Fear said as he stood from the large dirt trail he unintentionally made. However, as he got up he instinctively dodged two more beams of magic seeking to end him, “Well now I thought you two gave up trying to hit me with your magic a short while ago. Good thing I was wrong or I wouldn’t have seen your full power Princesses.”

Celestia and Luna said nothing to the nightmare as now both glowed with great power. Celestia’s normally light rainbow mane now being covered in golden colored flames, and Luna’s body covered in white glowing marks and a mane turning into a sliver sheen. This was their full power, something they rarely used unless it was absolutely necessary. However, considering their situation right now it seemed like overkill.

“So many good colts and stallions now lay broken because of you,” Celestia said menacingly.

“Especially, the brave guard who refused to reveal Spike’s whereabouts to you,” Luna added with sympathy.

“Well boo hoo what you want to do? Apologize? Say ‘hey sorry for breaking nearly every bone in your fricken body!’ Well excuse me Princess for doing what I love,” Fear retorted sarcastically.

“No…we don’t want apologies, for it’s already too late to ask for forgiveness.”

“Indeed, for your crimes now weigh heavily upon you. In the name of Equestria…”

“YOU SHALL BE PUNISHED!!!” yelled Celestia and Luna in unison.

“Heh, dramatic just like one annoying idiot I know, but enough talk I plan on making toothpicks out your horns!” Fear let out another roar before charging at the princesses.

However, Celestia and Luna just stood their ground, and as Fear leaped up to strike their horns he was immediately immobilized by a magic hold courtesy of Celestia.

“Ahhh… not this bull shit again!” shouted Fear as he struggled with the reinforced magical grip. Unfortunately, he didn’t have to wait long in the grip, for Celestia simply pointed her head upwards and Fear was thrown straight into the sky at sound breakneck speeds that have the nightmare almost reaching space. As he reached the peak of the height he was thrown Luna appeared above him, and blasted him with a barrage of high powered magic missiles that not only pierced his body but also sent him plummeting faster. The nightmare became a meteor as he crashed hard with the ground; leaving a large crater where he landed.

Fear slowly climbed his way out of the newly made crater while laughing as he got out, “Ha ha ha ha!!! Looks like I left my mark on the world, but…I’m starting to feel all cracky heh heh heh heh,” He wasn’t wrong, the nightmare’s skin began to crack and chip away as the battle dragged on, “But…if only Paranoia took this thing off my back then I can really unleash the monster inside,” However, before Fear could finish his thought he found himself again in another magic hold. “This again?! Really?!?!” However, instead of being thrown he felt a burning sensation all over his body, “Well… isn’t this fanfucking fantastic. Now I’m being roasted!”

“Sunlight is a natural weakness of Nightmare’s. All I’m giving you is a taste of what the sun feels like,” Celestia explained coldly.

“And me without my sun-block! Ahh!!!” Fear shouted angrily and in pain.

In response to his outburst Celestia increased the intensity of the flames, and continued to burn Fear in its inferno.

“Graaaaaahh!!!” Fear screamed as his skin became charred black from the burns, and it wasn’t long before he went limp from the pain.

After seeing that the nightmare was no longer moving, Celestia promptly released her hold on him, causing his body to hit the ground like a ragdoll. It wasn’t long before Luna appeared right next to her sister inspecting the charred body.

“Amazing, I can still feel his life force. Normally, such close proximity to the Sun simulated or not would destroy normal nightmares, he is clearly in a league of his own.” she commented.

“Indeed, but he should be incapable of moving for the rest of the night,” added Celestia.

The sisters then reverted back to their normal states looking exhausted, “It may have taken our full-power, but tonight is where this nightmare ends.”

“All that is left to do now, is wait for our strength to return, so we can get medical attention to the wounded as soon as possible.”

“I’m just relieved that Twilight and her friends won’t have to deal with this menace.”

“Hopefully they found a good place to sleep in our old castle sister.”

“I wouldn’t worry about that. The guards know their way around.”

“Heh, I supposed they have to or else they would have been lost too.”

The two sisters just sat there laughing with each other glad that the foalnapper is stopped. However, unbeknown to the sisters, the charred body of Fear started to move. Fear slowly took out an odd cylinder shape object and pulled a pin off of it. A few seconds later a bright light flashed blinding the two princesses.

“Ah!!! My eyes! Sister, is this your doing?” Luna asked surprised.

“No it wasn’t, at least not this time!” Celestia responded while rubbing her eyes.

“If it wasn’t you, then who’s responsible?”

Once their eyesight returned Celestia and Luna made a horrific discovery; Fear’s burnt body has disappeared.

Meanwhile…back with Twilight and the gang. They have made new discoveries within the journal. Other than figuring out that Fredrick’s mother’s name is Jocelyn they found that Fredrick and his mother had an encounter with the Dream Fairies; beings created from the imaginations of people from their world. Apparently, this had them run into Nightmares as well which inhabit the same world as the Dream Fairies. However, there was no mention of the Nightmare Brothers or Lord Nightmare. To makes things worse the latter pages which should have held details of their adventures are all completely blank.

“Huh…I guess he didn’t make any more entries,” Spike said.

“That can’t be, there still a good chunk of this journal that is unused,” Twilight added.

“I agree with Twilight, it is a bit odd for entries like these to end so suddenly,” said Rarity.

“Ooh! Ooh! Maybe the rest are written in invisible ink!” Pinkie said, causing everypony in the room to look at her in surprise. “What? Too farfetched?”

“Actually Pinkie, I think you might’ve just hit the nail on the head.” Twilight said in surprise.

“I’m afriad you lost me Twilight. How does anypony write using invisible ink?” Applejack asked.

“Well it’s quite simple really, the words you write in invisible ink stay visible for a few minutes before fading, but it’s also possible to write invisible words with lemon juice.”

“Uh, how can writing with lemon juice make your writing invisible Twilight?”

“Easy, lemon juice writing is barely visible to begin with but once it dries the writing made with the juice disappears, and one of the ways to reveal the writing is to put it under a type of lighting called ultraviolet light. Granted there are other methods, but this one is less likely to damage the journal,” Twilight explained.

Applejack was about to ask another question until everypony heard the cries of pain from the guards assigned to them outside their tent. When they looked out their tent they were met with a horrifying sight. The guards sent to protect them wear being pounded into the dirt by a horribly burnt man. The man noticed their gasps and looked up from his current victim, giving everyone a good look at his face as they saw the charred leftovers of a gas mask and his piercing fear inducing yellow eyes. Those same eyes locked onto Spike which causes him to yelp in surprise.

“The dragon, give him to me!” Fear demanded.

“Why should we give Spike to you?!” Applejack shouted.

“Oh, you wouldn’t like the alternative,” Fear said with a sadistic smile.

“There is no way you’re taking him away! We’ll stop you before that happens!” Twilight exclaimed however despite this show of bravery she was trembling in her hooves as Fear smiled.

“Fine then, your funeral,” Fear began to laugh as the ponies got ready for their battle with the nightmare.

Immediately the nightmare rushed at them and in response Twilight and Rarity began to sling magic missiles and beams at him. However, much to their horror the magic attacks bounced off his body like a rubber ball and caused him to laugh.

“Weak!”

Applejack seeing that didn’t work decided to run at the nightmare herself. Twilight voiced her concerns, but it fell on deaf ears as the mare ran off away. The purple mare and her friends could do nothing but watch in shock when the nightmare somehow side stepped the country mare and upper-cutted her into the sky. But it didn’t stop there, Fear then followed up by jumping into the air and slamming the defenseless mare into the dirt below which not only left a crater but also cause mare to bounce slightly off the ground. When the nightmare landed, he picked her up and head-butted her onto her head before tossing her to the side.

“Next!” the nightmare shouted mockingly. However, he wouldn’t have to wait long as Twilight saw Pinkie sneaking up on the nightmare. Seeing this she hoped that she can distract the monster long enough for her, and Rarity to escape with Spike. However, Pinkie’s version of distracting came in the form of a guess who game.

“Guess who?” she said teasingly.

Fear’s response to this little game came in the form of him grabbing the pink mare by the head and bringing her face to face with him, “Talking cotton candy?”

“Me? Cotton candy? Oh no silly,” Pinkie said before pulling out the actual snack item in front of him, “THIS is cotton candy.”

“Huh?”

The appearance of the snack item confused the nightmare long enough for the mare to squish it into his face. This caused the nightmare to tighten his grip as he quickly ate up the sugary substance before giving the pink mare a furious look, “Heh, heh…delicious huh? It definitely has that run away flavor.”

Twilight was at first confused by the mare’s statement until she picked out the words run and away, “Guys we need to start running and fast!” she said to Rarity and Spike.

“But what about Pinkie?” Spike said with concern.

“She’s trying to delay him; we need to get out of here as fast as we can!”

Seeing that there is no reason to argue, the two agreed and quickly followed Twilight as they ran out of the camp as quickly as they can. Twilight hated leaving her friends behind, but if they want to end these challenges once and for all then they need to delay the nightmare long enough until morning time. The last thing they heard before leaving was Pinkie’s voice chatting away with the nightmare.

Running through the Everfree forest is a bad idea considering the number of dangerous wildlife prowling the area, but in comparison to Fear they would rather take their chances with them.

“You can’t hide from me ponies…I will find you and you’ll regret not handing over the dragon when you have the chance,” they heard him shout in the distance.

“Wow this guy is persistent!” Spike said.

“That there is no doubt, but how did he find our camp by the old castle?” Rarity said.

“I don’t know, but it would seem that he survived his encounter with Celestia and Luna,” Twilight said with worry as she wondered if the sister’s are okay.

“Judging by the way he looks I say he slipped away when they weren’t looking,” Spike added.

The three continued to make their way deeper into the forest as the taunts of the nightmare continued to follow them. It almost seemed hopeless as no matter how far they went, his voice would be at the same distance from them. He was following them somehow and like a predatory animal he wasn’t giving up the chase. Crunching leaves and branches would be their signal to run faster, but in the end they were no farther than they were before. Twilight knew she had to think of a plan to delay him, but her only option is to put herself in harm’s way. She debated whether to go with it or not as she knew very well Spike would not want her to get hurt. However, the choice would be made for her as the three ran into a dead end. A wall of trees blocked their path and before they could double back they yelped in shock when they found the nightmare standing before them.

“End of the road and the end of this little game…” the nightmare said as he stepped closer and closer to the group.

“S-Stay back!” Rarity shouted.

“We’re not giving Spike up!”

“Heh heh heh, your friends lay beaten and still you think you can beat me? This isn’t bravery, its plain stupidity.”

Twilight didn’t responds to his insult, instead she and Rarity fired one last desperate beam attack at the nightmare’s head; hoping to knock him out. However, no such miracle happened as the beams bounced off his body again.

“Fighting to the end…I like that, but it’s time I end this,” Fear said before suddenly disappearing.

Twilight’s mind panicked when this happened as she frantically looked around for the nightmare, but by the time she found out where he was coming from it was too late. She felt a hand wrap around her throat before it picked up her body and slammed her into the trees. The hand held her in place while choking out what ever air she was trying to breathe in.

“NO!!!” Shouted Spike, as now the nightmare held the two mares within his grip and slowly choking the life out of them.

“I warned you ponies, and now you’ll pay for interfering,” shouted Fear.

Twilight wanted to say something back to the nightmare but her cut off air ways made it impossible, “Stop it!” Spike shouted.

“Oh? You’re stepping up little man? I don’t recommend it, one wrong move and they’re good as dead.”

“Grrr, I-I…I…”

“I what?”

“I…give up.”

The nightmare smiled, “Good choice,” the nightmare dropped both Twilight and Rarity which caused them to cough profusely.

“Sp-Spike…don’t,” Twilight managed to weakly spit out her thoughts on the manner in two words.

“Pl-Please…”

The baby dragon had a pained look on his face, and didn’t want to do this personally. However, Twilight knew that Fear had him cornered and now they were helpless to stop him from going with the nightmare.

“Heh, it’s time to go.”

“Just…get it over with.”

“You got guts kid, let’s get out of here.”

Suddenly two shadowy wings appeared on the nightmare’s back and after picking up Spike he took to the air and blasted through the roof of the forest; leaving the two mares in the forest exposed to the elements.

“Spike…” was all Rarity could say before breaking out into tears.

Chapter 7: Message from Fred
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Masks Lie and Nightmares Never Die

Chapter 7: Message from Fred

/
The situation back at Ponyville could never been more frantic as Celestia and Luna, after regaining their power teleported the severely injured guards to Ponyville’s hospital as many onlookers saw them quickly take to the skies as they quickly made their way to the campsite by their old castle. They both hoped nothing too bad happened, but when they saw the writhing bodies of the guards, and Applejack while Pinkie Pie was waving them down.

“Pinkie Pie what happened? Where’s Twilight, Rarity, and Spike?” Celestia asked the mare.

“I don’t know! Last I saw them they ran deep into the Everfree Forest after I distracted Fear.”

“Luna! Get these ponies some medical attention; I’m going to look for Twilight and her friends.”

“Right!”

Leaving her sister to take care of the injured Celestia headed out into the forest all the while using her magic to track down Twilight’s Mana. After a minute or so of running she felt her former student’s mana and immediately headed in that direction. It was faint at first, but grew stronger as she got closer; pray the higher beings have mercy on all that stood in the princess’s path. Eventually, she ended up at the dead end and saw the two ponies sitting the ground with looks of defeat.

“Twilight!”

The purple mare at first didn’t respond, but after a short delay the princess saw her former student look up with puffy red eyes. She had been crying in this isolated part of the forest and it made Celestia’s heart ache to see her like this, however, she isn’t the only one in tears. As she got closer she can tell Rarity was crying as well, but she did not look up at her upon her approach. This could only mean one thing; they have failed to protect Spike.

“C-Celestia?”

Hearing her near weepy voice further drilled the guilt she had in not making sure the nightmare was out of commission. She said nothing but brought both ponies together with her wings in her own version of a comforting hug.

“Say nothing more Twilight, I’m taking you both back home,” Celestia whispered gently as she charged mana to her horn and in a flash of light teleported all of them out of the forest.

Meanwhile in the Nightmare Realm, Fredrick and Applebloom are still having a friendly, yet weird conversation, “So…that’s why you wear masks?” she said confused.

The nightmare chuckle slightly before responding, “Indeed dear Applebloom I have no other simple answer then that.”

Applebloom still remained confused, “If you say so, but if you ask me I still don’t quite understand.”

“I suppose that you have yet to reach that level of understanding, but I guess that’s fine right now.” Fredrick said. This remark earned an angry reaction from Applebloom. However, before she could speak her mind Fredrick placed his finger on her lips, “Hold on to that thought my dear it appears we have more company.”

True to his words a black pair of wings appeared in the room and unfolded themselves to reveal a burnt Fear and the baby dragon Spike. As the wings folded themselves back into position on Fear’s back, Fear immediately collapsed face down to the floor earning a small fit of laughter from Fredrick, “What’s the matter Fear? Two princesses were too much for you?” The burnt nightmare could only grunt in response due to being too tired from the fight, “I’ll take that as a yes, but no matter we have a new guest! Spike was it? Please come over here and join the conversation; we have much to talk about.”

Applebloom saw that Spike was eyeing the nightmare with looks of confusion and surprise. She could guess that Fredrick wasn’t what he was expecting as Lord Nightmare. To be fair, she felt the same way. You would think someone with a dramatic title like that to be much scarier than the gentleman he was talking to this entire time. Spike, from what she can tell agreed with this as he took a seat next to her. Applebloom filled him in on what she learned from the Nightmare Lord himself, but as she did Spike’s face changed from a look of confusion to one of rage, “You’re doing all of this just to get somepony’s attention?!”

“Not just anypony Spike he’s say’s that the pony he’s looking for is friends with my sister,” Applebloom said.

“If that’s true then that means it could be either Twilight, Fluttershy, Rainbow Dash, Rarity or even Pinkie Pie! Grr, if you need help so bad then why couldn’t you ask them yourself instead of causing my friends to suffer!”

“Uhh…Spike does he look like the sort of guy that would just walk up to somepony and ask for help?” Applebloom said with a deadpanned tone.

“No, but he’s apparently a type of guy who sends monsters to do his dirty work!”

Fredrick, despite the anger directed toward him only laughed in response much to Applebloom’s surprise, “Dear Spike, you do realized your friends are currently in a challenge of my design and made with my rules, so in other words I’m actually playing fair.”

“Fair!?! You send that burnt up monster after us!”

“Honestly, he didn’t look like that when I first sent him out, but I do believe your two Princesses did that to him,” Fredrick said, “Besides, all I told him to do is to beat any guard or pony within an inch of their life that gets’s in his way.”

The fact he said it so nonchalantly caused Applebloom to panic, “What!?! You mean that charcoal monster lying on the floor could have hurt mah sister and her friends! I thought you said they weren’t going to get hurt!”

The nightmare sighed at Applebloom’s outburst, “Great…just great. Here I thought we can have a nice friendly conversation, but no you have to go and ruin it.”

“What else are you not telling me?!”

“Other than the fact I’m trying spare you from the gruesome details of what I do. There is in fact something else I left out in my explanation of the challenge.”

“What would that be?” Spike asked.

“That I give free medical care to those who are critically injured and to a lesser extent bring life to those who have expired,” Fredrick replied with a deadpan tone.

Both Applebloom and Spike were nearly struck speechless by this bombshell of information, but the young filly continued the conversation, “Wait you mean that even though ponies may get hurt in your challenges you send somepony to fix them up?”

“Of course! I may be untrustworthy to some…okay to nearly everyone outside the nightmare world who knows me, but it doesn’t mean I’m not thoughtful person. I’m aware that somebody may get hurt and that’s why I send my best doctor to fix them up,” Fredrick replied.

“Hold it! Just who is your best doctor?” Spike asked.

“Heh…funny, I believe dear Applebloom already met him. Isn’t that right?” Fredrick said.

“Wait, I did?” Applebloom said in confusion.

“Now Applebloom, don’t tell you don’t remember Paranoia?”

Applebloom started thinking for while trying to remember who Paranoia is. It took a few moments, but she was finally able to remember who Paranoia is, “Oh yeah, he’s the weird but really nice bird guy…wait he’s a doctor?!”

“The best, though he may get too excited during surgeries.”

“Wait…what do you mean by too excited?” Spike asked with suspicion.

“Err…that’s not important my little friend. All you need to know is that he excels at what does that’s all,” Fredrick responded..

“Sure…whatever.”

“Now… before we proceed any further in this conversation. I wish to ask a favor of you Spike,” Fredrick asked.

“Whatever it is I won’t do it”

“Aww…don’t be like that. Don’t you want to tell your friends that you are alright? Come on, you know you want to…”

The baby dragon continued to be stubborn on the subject but Applebloom gave it some thought and spoke out, “It won’t hurt to send a message back to our friends Spike. Besides, I really want to tell my sister that I’m okay.”

The baby dragon did not respond to her request.

“Please Spike…”

“You heard her Spike…do you really want to let her down?” Fredrick said.

Applebloom can tell that her friend was struggling with his inner morals about the entire situation, but in truth they have so much to gain from this deal while giving comfort to their love ones. Granted they are still prisoners, but so far it hasn’t been so bad.

“Well? What’s your answer?”

“…Fine, you win. What do want?” Spike asked begrudgingly.

“Good boy, I’m glad that you are ‘willing’ to help me in my request. To repay your kindness I will allow you and Applebloom to send a message to your friends”

“Whatever…what do you want anyway?”

“It’s simple, just like you I want to send a message to your friends, but only to one in particular”

“And who will that be?”

“You should already know by now, but if you don’t then let me enlighten you. I want you to help me send a message to Miss… Twilight Sparkle”

After being brought to Ponyville Hospital Twilight and her friends took the time to compose themselves while the Princesses checked on the royal guards. The hospital itself was in utter chaos however as Doctors and Nurses rushed down hallways carrying the near unconscious bodies of the Royal Guards who attempted to stop Fear. Twilight and her remaining conscious friends could only look at them with faces of pity knowing full well they did all they can. Applejack was taken by a spare doctor to check on her injuries after her short lived battle with fear. After half an hour the group found enough strength in themselves to check on Fluttershy and Rainbow Dash. It didn’t take long for them to find their room and when they opened the door they found Fluttershy and Rainbow Dash sleeping with Doctor Grey Suture by their bedside monitoring their vitals. They heard him mutter a few things, but couldn’t make out what he said. It wasn’t long until the grey pony noticed their presence, “Hey how are you girls do-oh…”

Twilight couldn’t blame the doctor for stopping cold in his tracks. They looked terrible, well except for Pinkie, and it didn’t help that they were short two members of the team, “So, how’s Fluttershy and Rainbow Dash?” the purple mare asked.

“Well unlike our recent new additions they’re going to make a full recovery.”

“That’s good; we could use some good news after all that has happened.”

“Sounds like it. C’mon let’s take this outside, these two need their rest and the last thing we want right now is to disturb them.” The group didn’t argue with the doctor and exited the room, once outside he continued the conversation, “Well girls, you picked an interesting time to visit as you can already tell this is biggest amount of mass injury caused by a single person. Doctors and nurses running all over place to make sure everyone is properly checked up on and treated well. Heck I’ve been pulled away from your friends a couple of times just to fix some of those guys.”

Hearing this didn’t fill Twilight with much confidence, “But you did manage to do the surgery right?”

Grey looked slightly hurt from this question as if they doubted his ability, “Well if you must know it was a big success. Like I promised she will fly again all she needs to do right now is rest.”

Hearing this filled the group with a sense of relief, “Thank you Dr. Grey! It means so much to hear that.”

“Think nothing of it. I was just doing my job” he replied.

However, before the conversation could continue Nurse RedHeart ran towards the group, “Doctor!” she yelled.

“What is it?” he asked.

“We have a patient in dire need of surgery for the lower part of his body!”

“How bad is it?”

“His lower spine and his two back legs are shattered!”

“*Crap* Okay prep the patient for surgery I’ll be right there as soon as I can.”

“Right!” Nurse RedHeart said before taking off.

The Grey pony turned back to Twilight and her friends, “Sorry, we have to continue this conversation another time, but in the meantime you stay in the room where your friends is sleeping,” He said before taking off down the hallway.

Twilight nodded and with Pinkie and Rarity walked back into the room before finding places to sit. None of them spoke a word to each other as no one had anything significant to say. However, the silence was broken when a familiar green flame floated into the room and dropped off three scrolls, and for a short moment nopony took any action until Pinkie snatched all three from the air.

“That fire…it was from Spike!” Twilight exclaimed in surprise.

“And lookie, we got scrolls! One for Applejack, one for Twilight, and one for Rarity!”

Hearing that there was a scroll for her caught Twilight’s attention, but not as quickly as Rarity who already seized the scroll meant for her, “It’s from…Spikey-Wikey,” Twilight noticed that the light in her friend’s eyes returned.

“What did he write?” asked Twilight.

“He says he sorry for making us worry, even more so for me. He also mentions that he has met the master mind behind all of this mess. He describes him as some sort of ‘weirdo’ so to speak.”

“Well that doesn’t give us much to go on, did he say anything else?

“Sadly no, the rest of the letter just says how much he likes company.”

“Oh! Maybe he wants to have friends!” Pinkie added randomly.

“Somehow Pinkie I don’t think that’s the case,” Twilight said.

The conversation about the two letters continued causing the group to almost forget about the scroll meant for Twilight. However, she was reminded when Pinkie brought it up, “Oh hey! I almost forge this one is for you Twilight!”

“Oh right, thanks for reminding me Pinkie, so let’s see who wrote to me,” the purple mare said as she opened up the scroll and began to read the sender’s name, “It’s from Lord Nightmare…” Twilight finally said earning gasps from around the room.

“What does that vile man want? Does he want to rub our failures in our face?” Rarity said angrily.

“Or maybe he wants to wish us good luck!” Pinkie said optimistically

“Hold on, I’ll read it out loud,” Twilight said.

Dear Twilight Sparkle (and Friends),

It’s been Two days and two nights since I first issued this challenge to you, and so far I’m a little disappointed in your performance in dealing with the Nightmare Brothers. As a result of this poor performance I’ll offer you an easy way out of this challenge. I will return those who have been taken by the Nightmare Brothers and end the challenge…under one condition however. You Twilight Sparkle will have to stay with me in the Nightmare World, and I know you’re asking yourself, why would you agree to those terms? Let me put things into perspective…I know you don’t want your friends to be put through further harm, and I also know Fear just wiped out a small army worth of Royal Guards. As far as I know you’re running out resources to help you out and the last marked one is your friend Fluttershy. Trust me when I say this, if you couldn’t handle Panic or Fear then you won’t have a chance against the eldest brother Paranoia. If you are wondering who he is then I’m very surprised since you already met him before; you and your friend Rarity. I’ll give you two days and two nights to decide whether you accept my agreement, but no longer. If you don’t accept then the challenge will continue as normal. How will I know that you accepted my agreement is simple, just sign the dotted line at the end of this scroll. Once you accept my agreement the scroll will be transported back to me, and I will send another scroll with directions on where to meet. I hope you consider this proposal thoroughly for your friend’s sakes at least.

Sincerely,

Lord Nightmare

Sign Here

………………………

Silence filled the room, for no pony knew what to say. For Twilight, her mind is beside itself, her first initial thought is to reject his agreement, but she knew if they fail to stop Paranoia then they would lose Applebloom, Spike, and Fluttershy forever. However, if she would go through with this agreement Applebloom and Spike would be returned to them, and Fluttershy would be left alone, but then that would mean giving herself up to Lord Nightmare, and being stuck in another world for the rest of her life.

“Twilight…you don’t have to accept his terms,” Rarity said, breaking Twilight from her thoughts.

“Yeah! I mean sure we did terribly so far, but who knows? Maybe we can beat Paranoia,” Pinkie added.

“I don’t know girls. I mean the last nightmare he sent at us took out a small army worth of Royal Guards and even held his own against Princess Celestia and Luna!” Twilight said negatively.

“At least until they went full-power, then Fear didn’t stand a chance!” Pinkie said.

“I know, but we barely know what Paranoia is capable of. I mean Rarity and I only had a taste of his power.”

“Twilight! Don’t you remember? We still have Celestia and Luna to help us out. And maybe even your sister-in-law is willing to lend a hoof.”

Twilight and Rarity looked at Pinkie in surprise. They hadn’t even considered asking Princess Cadance for help, “You know what? I think that might actually work!”

“I agree it does sound like marvelous plan,” Rarity added.

“If Fear had trouble against Celestia and Luna then I doubt Paranoia can handle the combined power of three Princesses, especially when they go all out.”

“And your brother could help out as well! Although, considering what happened to the last batch of royal guards, I think he’s gonna act more as cannon fodder…” Pinkie said.

Hearing this offended Twilight as she angrily responded, “Hey! My brother can handle himself!”

“Your brother’s pride aside Twilight, I believe now that we a chance to win. Everything the Nightmare Brothers did no doubt will cause security efforts to double even more so, and after reading Spike’s letter I believe we can do this!”

“Your right, it is too early to give up now. Our friends are still counting on us and we’ll be doing everyone who helped us so far a disservice if we didn’t stop them now,” Twilight said now filled with confidence.

“You’re welcome Twilight, but we have to prepare ourselves for the worst as there is no doubt that won’t like your rejection of the deal.

“Okie dokie then, now that we got a plan we should probably get some sleep. There is no sense to burning ourselves out.”

“You’re right Pinkie, although, the hospital may not let us sleep here again.”

“What makes you say that?”

“Maybe because the hospital is extremely busy right now, and I don’t think they have the time or space to let ponies sleepover.”

“Oh…right…well let’s meet up tomorrow!”

“Wait what about that scroll sent to Applejack?” Rarity asked.

“Nothing I can do about that right now. The ponies in the coats are looking her over and who knows how long that’s going to take. I’ll give it to her when she is wide awake again.”

“Okay then, just make sure she gets it the opportunity shows up.”

“Okie dokey!”

With that said Pinkie bounced off at her own pace with Rarity following behind. Twilight stayed behind to look over the scroll one more time before promptly ripping it into two, and throwing it into a nearby waste bin, “Sorry, but I have to decline your offer Nightmare,” she said before leaving with renewed conviction.

The Hospital remains busy even after Twilight and her friends left. However, despite the all the commotion Fluttershy’s and Rainbow Dash’s room remains quiet and still, but as they slept a blissful slumber a figure watches the shy Pegasus from the shadows. The figure slowly walked towards her bed and stopped by the side. The figure extended his arm and slowly caressed Fluttershy’s hair, “Such innocence…” the figured said slowly, “Milady, how I wish my incompetent brother didn’t harm you, but at the same time I’m glad he did. Because if he didn’t then I wouldn’t have got to meet you…” The figure then stopped his current action and focused his attention to a nearby waste bin. He slowly moved towards the waste bin, and eventually stopped right in front of it. The figure reached into the bin and pulled out the two pieces of the scroll addressed to Twilight, “My, My, looks like your friends wish challenge me milady…how…foolish,” The figure then started to melt into the floor and before completely engulfing himself in the shadows he spoke one last time.

“Fortunately, Milord always gives second chances…”

Chapter 8: A deal that cannot be refused.
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Masks Lie and Nightmares Never Die

Chapter 8: A deal that cannot be refused.

/
A day later after receiving the message, Twilight and her friends brought the information they knew to Princess Celestia and Luna’s attention. Knowing that this is their last chance to win the challenge the sisters sent a Royal Guard with a letter to the Crystal Kingdom in order to get Princess Cadance’s and Shining Armor’s aid. They eventually received a letter back from the two saying that they will be on their way and they wished to be in filled in on full detail what’s going on. While they waited for their arrival the princesses gathered what royal guards that remained and told them to start building up a defense. With this done Twilight, Pinkie, and Rarity returned to the hospital to fill in the staff on what’s going on, and asked for their support in stopping Paranoia. The staff agreed while Dr. Grey Suture and Nurse RedHeart volunteered to watch over Fluttershy, and alert the guards if Paranoia manages to sneak into the room.

Along the way Rainbow Dash, cleared to walk around the hospital, joined in the effort despite being told she isn’t allowed to do anything extreme. Another helping hoof came in the form of Applejack who despite being bandaged in a few places is ready to help.

“Remember Rainbow Dash if you run into Paranoia let us know. We don’t want you to risk complete life and limb in this fight,” Twilight said.

“It’s fine Twilight. Thanks to Grey’s help I won’t need to worry about reopening any wounds,” Raibow Dash retorted.

“Well to be fair sugar cube these nightmare fellas ain’t no simple bad dreams. Panic already tricked you to hurt yourself with my window, and Fear knocked my lights out without even trying. Twilight and Rarity only got a taste of what Paranoia can do and already I can tell we’ll need the princesses to deal with him,” Applejack said.

“Applejack’s right Rainbow Dash, we can try to take on Paranoia like you said, but we have no idea how he fights. We’ll be fighting a losing battle if we don’t have a plan to deal with him and so far Princess Celestia and Luna were the only ones to seriously hurt one of them,” Twilight said, but Rainbow Dash simply rolled her eyes.

“Doesn’t matter to me, I’m not going to let one of those nightmare freaks take Fluttershy away as long as I’m awake. What kind a friend will I be if I let that happen?”

Twilight sighed, she knew trying to convince her brash friend to stay out of the fight wasn’t going to work, but it didn’t stop her from trying, “Fine, but please alert everyone when you do run into him. You’re not alone in this effort after all.”

“Yeah yeah…just make sure you get there quickly when I do sound the alarm or else I might hog all the action myself.”

Twilight saw Applejack give the Pegasus a small smile, “Heh, never change Rainbow Dash, never change.

Meanwhile back in the world of Nightmares. Fredrick, after sending his two ‘guests’ to their rooms started stargaze at the dark star litter skies of the nightmare world while waiting for a response from Twilight Sparkle. As he searched through the sky hoping to find a certain star he begun humming a tune familiar to his world. He eventually stopped humming when he felt Paranoia’s presence with him in the room.

“So what’s her answer?” asked Fredrick.

“I’m afraid to say this Milord, but she rejected your offer,” Paranoia replied.

Fredrick after hearing this immediately stopped his stargazing and faced Paranoia who was currently kneeling, “Really? That’s…disappointing.”

“Furthermore, she decided to prepare the hospital for my arrival. I have scouted the area and it has become apparent that they plan on using all they have just to stop me.”

Fredrick could scoff when Paranoia mentioned their plan, “Pity, it would be a wasted effort on their part.”

“Well we are playing our roles milord.”

“I suppose, but usually the heroes find some way to get stronger to beat us.”

“Panic would agree with you there.”

“He would, wouldn’t he?”

“Besides that, what do you plan on doing since milady Twilight didn’t accept your terms?”

“I have plan but first I want you to make Twilight chase you all the way the throne room in Canterlot castle with Fluttershy in tow. Once she’s there yours truly will make an appearance, and I’ll make sure to bring our ‘guests’ along as well.”

“Ah I see, we’re increasing the stakes aren’t we?”

“Exactly, we’re going to pressure her to make sure she sees things our way. If that doesn’t work, I’ll give her another reason personally.

“Indeed Milord.”

“Now go! Continue your preperations, and once the night finally comes everything will be set in motion,” Wordlessly Paranoia nodded and sank into the shadows leaving Fredrick by himself. The nightmare lord returned to gazing at the stars, but as he was doing it a thought came into his mind, “Wait…should I start practicing my lines?”

Tonight’s the night. Tonight is the night where they will finally end this challenge. Either in glorious victory or in disastrous failure, Twilight was thinking about this in her mind knowing that the latter should not come to past. Even though they spent the last two days and nights preparing for Paranoia she can’t help but feel nervous. Although on the bright side of things she got to catch up with brother and her sister-in-law; furthermore, she spotted Flash Sentry among the guards her brother bought with him. However, due to circumstance she was unable to talk to him, but she knew even if she got a chance to talk to him he would be too busy to have a conversation.

Twilight developed a small crush on him when meeting his human world counterpart, and running into the pony version of him after returning to her world. Sadly, she truly never got a chance to talk to him much less get to know him better; as a result, the original feeling she had when she met him is slowly fading away. However, that won’t stop her from at least trying to get to know him; since, she feels grateful from his human counterpart’s actions that aided her in her mission to get back the element of magic from Sunset Shimmer, “I know he may not be exactly the same as the one I met in the human world, but that’s why I want to try to talk to him. I want to how close their personalities are. If only we weren’t dealing with this challenge then I will at least satisfy my curiosity. I can worry about him later…”

“Hey Twilight! Are you ready for this or not?” Rainbow Dash asked.

This broke Twilight out of her thoughts when she looked up she found her friends curiously staring at her, “Uh…y-yeah, yeah. I’m ready,” Twilight said quickly.

“Good, we need to be at our A game if we are going to stop this Paranoia guy. Just what does he look like Twilight?”

“I saw him only one time in my dreams, but I managed to get a good look at him. He was basically dressed as a plague doctor, but with a black bird mask, blood red duster coat with an odd symbol on his back, and a fedora that matches the color of his coat.”

“He was wearing a blood red fedora? Now why in tarnation would he wear a hat that brightly colored?” Applejack asked.

“Ooo, ooo! Maybe he wants stand out of a crowd, so his friends can find him easier!” Pinkie said while bouncing up and down.

“Somehow Pinkie I don’t think that’s the case,” Rainbow Dash rejected.

“Darlings, there are worse things to be judging the reasons behind that fiends fashion sense. Besides if anything those colors make him easy to spot,” Rarity added.

“Let’s not forget Rarity that he has control over shadows, so we need to watch for anything odd in the shadows,” Twilight explained.

“Great, that means we don’t just have to watch our backs, but also our shadows!” Rainbow Dash said with annoyance.

“Yikes, so that means he can sneak up on us like a rattlesnake with no rattle,” Applejack said slightly unnerved.

“Hey! I thought I was the only one who could do that!” Pinkie said, Twilight gave her friend an odd look along with the rest of the gang, “I meant the sneaking up on ponies like a rattlesnake without a rattle part,” she corrected causing the looks to go away.

“Anyway, let’s split up and help the guards with their patrols they need all the help they can get,” Twilight said.

“Alright then ah’ll help the guards patrolling outside the hospital,” Applejack said.

“I’ll help the guards at the roof top. I’ll make sure no pony catches me by surprise!” Pinkie said excited before leaving at a surprising speed. Twilight is still wondering how her friend is capable of such feats despite being an earth pony, but she promised herself not to open up that can of worms again.

“I’ll help the guards patrolling the hallways, besides I’m sure the guards will enjoy my company,” Rarity said.

“What about you Rainbow Dash?” Twilight asked.

“Me? I’ll help the guards watch the door to Fluttershy’s room. We been good friend since we were foals, so it would feel wrong if I wasn’t there protecting her,” Rainbow Dash said with her usual confidence, “What about you Twilight?”

“I’m going to support my brother’s squad. He might not like it too much, but he knows I can handle myself.”

“That makes sense, since you haven’t spent much time with your brother in quite a while.”

“Yeah, but this isn’t a friendly visit, so he’ll be focused on helping us stop Paranoia.”

“Right, but hey once we stop this guy, and get Spike and Applebloom back we should throw a party! With Pinkie planning it of course.”

“Heh, yeah maybe we should, but after we stop him.”

“Of course Twilight, so let’s go to work!”

After Twilight finished her conversation with Rainbow Dash the group went their separate ways and headed off with great determination to end this nightmare once for all. However, none of them realize that the danger is much closer than they think.

“And It’s eight’ o’clock. Which means our nightmare friend is starting his hunt,” Gray said with worry.

“Don’t say that out loud! Do you want to scare the poor girl?” Nurse RedHeart retorted angrily, while pointing a hoof at a worried Fluttershy.

Grey sweat dropped knowing well that she’s right. They can’t let Fluttershy get too stressed out since she’s still recovering, “Quite right…” he said as he makes his way over to Fluttershy’s bed. “So Miss Fluttershy… are you single?” he asked bluntly, immediately making Fluttershy blush intensely, and earning a bonk to his head from Nurse RedHeart who seemed to be blushing as well.

“Doctor!!! We are supposed to be taking care of the patient! Not asking about her personal relationships!” berated Nurse RedHeart.

“What? I was trying to help,” Grey said while rubbing his head.

“How is asking a patient if they’re single helping?!”

“I was trying to get her mind off our current situation.”

“Well there are different ways!”

Grey despite knowing that he earned the hit in the head from his nurse, he had noticed it was done in response to him asking these questions to female patients. This has happened before and after looking at Redheart’s face which caused her to puff up angrily while blushing. It was at this moment he put two and two together, “Hey…don’t tell me you’re jealous? Because if you were that be totally fine.”

“I’m not jealous!!!” she yelled. However, Grey remained unconvinced, and continued to poke at her emotions hoping to get her to say anything personal.

“So you yelling at me when I talk to another mare doesn’t count as jealously? Colored me unconvinced.”

RedHeart’s blush intensified, “S-Shut up! You were just making the patient uncomfortable!”

“Say’s the other times when I talked to the other doctors and patients who are mares I may add!”

“I-I don’t know what you’re talking about!” she said continuing her denial.

However, Grey wasn’t done poking information out of her, “Oh c’mon I saw how you looked at me. I also saw every reaction you made when I talked to another mare. You would always tense up and grimace in my direction!” he lied as he technically thought she just normally angry. However it still worked as it took RedHeart off guard she didn’t expect him to raise his voice. During the times she worked with him not once he raised his voice to anybody. The silence the followed revealed that RedHeart was struck speechless.

“I knew it, you like me don’t you?” Grey said with a grinning smile.

“I-I…Uhh…” Nurse RedHeart stuttered out nervously. Her face became even more bright red, confirming Grey’s suspicions.

“Hey now, why are you acting like Miss Fluttershy here? There’s no need to be nervous RedHeart,” Grey said calmly, “But instead of letting myself say what’s on your mind why don’t I let you do the honors?” Redheart did not say anything, “C’mon you can do it…I want to hear it in your own words.”

“…Grey?” RedHeart said finally.

“Yes?...” he replied while removing his goggles, revealing the soft and caring expression in his blue eyes.

“We have been…well, working with each other for a while now and…”

Grey removed his surgeon mask, and slowly smiled, “And… what?”

The grey colt only snickered at her growing nervousness once she saw his face, “A-And…uhh…w-well…err… you see…”

This was honestly cute in his eyes as the normally stern nurse is melting like ice once her feelings were confronted, “Hahahahaha…I like when she gets nervous. She looks so adorable with that crimson blush dominating her face. It’s definitely a nice change from all the yelling she usually does, but hey she’s only looking out for me. To think we only met a year ago…”

Redheart took a deep breath to calm herself and finally she came out with it, “Look…Grey… all I’m trying to say is…I love you…and it would mean a lot to me if you’re my special somepony.”

Grey’s smile disappeared as he got closer to RedHeart causing her to become nervous and worried. However, he brought his mouth to her ear and whispered, “I was waiting for you to say that for quite a while now,” He then moved back a bit, so he’s face to face with Nurse RedHeart. For a while nopony said a word, and the tension in air could be felt. Then without warning Grey leaned in and brought his lips into RedHeart’s and kissed her deeply. At first RedHeart was surprised at his sudden action, but later gave into the passion of the kiss and started kissing back. The make out session lasted for roughly seven minutes before the newly made couple broke the kiss in order to breathe lost air.

“Wow…you’re really a good kisser,” Grey commented with a goofy grin plaster on his face.

“You’re not bad yourself…” she said.

“Me-reow…I like the way your voice sounds right now,” Grey said hardly containing his glee.

“Easy Grey we just started this relationship. If you’re going to start wanting more than a kiss then you have to work for it. If you know what I mean…” RedHeart added with a wink.

“Umm…excuse me…” whispered an inaudible voice.

“Then why don’t I start now?” asked an eager Grey.

“Excuse me!!!” the voice yelled quietly, still going unheard.

“Hold it tiger, remember we’re currently under an emergency situation. Once, the royal guards catch the foalnapper, then we can start going on dates. Okay?” RedHeart said.

“I said EXCUSE ME!!!” the voice finally yelled out loud; this time catching the couple’s attention.

*Huh?!* Grey and RedHeart said in surprise. They turned in the direction of the yelling and found Fluttershy looking at them with a bright blush on her face.

“Uh…sorry for yelling. It’s just I wanted to say congratulations on becoming a couple.”

Grey and RedHeart stared at her confused, but never got a chance to speak before RainbowDash barged into room with two guards in tow, “Hey! What’s going on in here?” she yelled.

“Nothing Dashie, your friend just wanted to congratulate us on becoming a couple,” Grey replied calmly as possible.

“That’s it?! Dang it Fluttershy you almost made my heart stop!”

“S-Sorry…” Fluttershy said.

“It’s okay Fluttershy…it’s just that, I’m scared…” The sky blue Pegasus said as she walked over to her friend’s bedside.

“S-Scared, of what?”

“Of losing you Fluttershy and being not able to do everything in my power to stop the guy attempting to foalnap you.”

“Rainbow Dash…I’m sorry for making you and the rest of our friends worry, but believe me when I say this. I have faith in your strength Dashie, for this strength is the reason why many young Pegasus’s look up to you. Even I look up to you hoping that some of that strength passes onto me, so I can be brave just like you,” She said purely, with each word tugging at the heartstrings of everypony in the room.

“Fluttershy…you’re…you’re already brave,” Rainbow Dash responded with tears threatening to burst from her eyes. Fluttershy looked at her friend in surprise not expecting to hear such words especially from her friend’s mouth, “I know this…because you’re the only one I know that openly shows kindness to any animal in pain regardless of how dangerous they are. Not many ponies can do what you do, and even though I’m not the pony who represent’s honesty. I can honestly say I couldn’t ask for a better pony to be called my best friend…” she then pulled Fluttershy into a warm felt hug while letting the tears run down her face. The rest of the ponies in the room looked at the scene with a warm smile.

However, the moment wasn’t meant to last much longer, for the sound of clapping can be heard at the door. When everypony turned to face the source of the clapping they were immediately assaulted by shadows, and causing the lit room to fall into darkness. Screams of panic from Nurse RedHeart and Fluttershy were heard in the inky darkness along with the sounds of a struggling Rainbow Dash attempting to get out of the unseen grip that has taken hold of her. The clapping that they heard earlier slowly stopped, and what replaced it was a sinister laugh that seemed to echo in the darkness.

“Grrr…Show yourself!” yelled Rainbow Dash at what seem to be empty darkness. In response to her shout an eerily calm voice spoke out in the darkness.

“I do apologize, but I cannot grant such a request…well at least not yet anyway,” the voice said.

“You! You’re Paranoia aren’t you?” Rainbow Dash shouted in anger.

“I guess my reputation precedes me…well at least in name anyway.”

Rainbow Dash continued to struggle with her unseen bonds while shouting threats to Paranoia, “I won’t let you take my friend! Once I get out of whatever trap you set, I make sure to buck you so hard in the face you’ll have a real reason to wear a mask!”

The mare heard a sigh in the darkness, “I pity you, you know? With a track record impressive as yours, you could easily… how you say ‘mop the floor’ with any common ruffian. However, I’m no ruffian and I’m certainly not a common individual. I could easily put you all sleep with just a whisper, but I don’t which means you’re speaking to me because I allowed it.”

“If you think, you can take me on! Then bring it!” challenged Rainbow Dash.

“If you wish to prolong this fruitless effort to save your friend. Then go ahead, be my guest, but I warn you this is pointless,” the nightmare said in an emotionless voice.

Rainbow Dash felt the restraints holding her in place loosen, and took this chance to break out of them only to be face with another problem; it’s too dark to see anything. She then found herself stumbling in the darkness which seemed to stretch on forever.

“What’s the matter? You can’t see? I suppose it’s fair to see the mask of the one who will show you your place,” Paranoia said mockingly.

Before Rainbow Dash could retort she felt the feeling of cold air pass right through her, and chill her to the bone. Before she knew it a clicking noise is heard. She looked in the direction of the noise to see a hanging lamp swinging its light gently around the dark void. Rainbow Dash walked towards the spot the where light is shining, but with each step the air around her became colder and colder. Once she was finally standing underneath the lamp the air around her is cold enough for her to see her breath, and to make things worse she got the feeling that she’s being watch.

“S-So where a-are you? A-Are you t-to scared to f-fight me?” she said while feeling the effects of the cold air around her.

“Hardly milady…” Paranoia said causing Rainbow Dash to flinch a bit, “Here is some interesting trivia; the closer you are to the light, the greater your shadow becomes.”

Rainbow Dash gave a confused look, “W-What do y-you mean?” she asked.

“Well…you’re standing in the light milady, but tell me, have you checked your shadow?” His response prompted Rainbow Dash to look at her shadow, and to her surprise she found that her shadow didn’t resemble her at all. Instead it resembled a humanoid figure wearing a hat.

“What the?!? That isn’t my shadow!!!” she shouted in shock.

“Of course not…because in my world…all shadows are me and I’m all the shadows you see,” After saying this the nightmare began to form out of her shadow and she could do nothing about it as she was frozen in place. She didn’t know why she couldn’t move at all and chalked it up to one of the nightmare’s powers.

“Ergh…you’re so going to get it now!” she exclaimed. The paralysis in her body faded as the nightmare got out and walked in front of her so she can see in full view the physical appearance of the being.

“Of course…but enough talk let me show you the difference in our abilties!” Paranoia said in a raised voice as he sudden charged at Rainbow Dash. However, she took a flight ready position, and immediately got out of the way.

“Heh, if that’s all y-you’re going to then we were freaking out f-for nothing!” she said mockingly.

“You would think that, but unfortunately for you I’m just playing around,” he said causing Rainbow Dash to react in surprise, “Wait…What?!” was all she managed to say before she was restrained again by a black inky substance that came from the floor and walls, “Wh-What!?! What is this stuff!?” she yelled as she struggled with the bonds.

“Like I said all shadows are me and I’m all the shadows you see.”

“Wait you mean this thing that’s keeping me grounded is just a shadow!?”

“Not just any shadow. Your shadow, your friends shadow, and the gurad’s shadow.”

“H-Huh? How are you controlling our shadows?”

“Forgive me, but I cannot divulge that information.”

“Grrr…I will get out of here!”

“Yes you will…after I take what I came for…” he said as he snapped his finger and the shadows on a nearby wall faded away revealing Fluttershy bounded to a wall of shadow flailing desperately against her bonds.

“Fluttershy!” Rainbow Dash yelled. She promised Fluttershy that she will protect her and she doesn’t plan on breaking it, “Oh no, you don’t!” she yelled as she broke out of the shadowy restraints and charged at Paranoia.

“Hmmh? Interesting…” Paranoia whispered himself as Rainbow Dash continued to charge at him. He continued to wait until Rainbow Dash was within his range of attack. Once she was in range he immediately backhanded her causing her to crash into the ground.

“Rainbow Dash!!!” Fluttershy shouted worried about her friend’s well being.

Paranoia faced Fluttershy causing her reel back a bit, “I do apologize milady that I have to do that to your friend, but I assure you everything will be alright. I just need to borrow you for a few moments,” The nightmare said with an odd amount of care in his voice.

“Wh-What do you m-mean?” Fluttershy asked fearfully as tears cascaded down her face.

The nightmare noticed this and reached into his left pocket, but before he could pull out the object within he was immediately blindsided by Rainbow Dash who just recently recovered from the backhand she received a moment ago, “Grah!” Paranoia shouted as he was sent flying into the unknown darkness, and eventually out of sight.

“That should keep him busy for a while…” Rainbow Dash muttered as she attempted break the restraints holding Fluttershy.

“Rainbow Dash you’re okay!” Fluttershy said relieved while tears continued to fall from her face.

“Don’t worry Fluttershy. I’m going to get you out of there before that masked freak comes back!” Rainbow said while she fruitlessly pulled on the shadows holding Fluttershy.

“I’m sorry who you were referring as a…Freak?” asked a familiar voice that made Rainbow’s mane stand on end. She turned to look behind her only to find nothing, “Wh-What the heck?!? Where is he?!?” she exclaimed.

“Have you tried looking up yet?” the voice asked causing Rainbow Dash to look up; however, she still didn’t see Paranoia, “Stop messing with me you bird masked freak!!!”

“Perhaps, you should try looking at the ground…” the voice asked, again causing Rainbow Dash to look in the direction mentioned only to find nothing again, “Grah!!! Where are you!?!” she shouted in frustration.

The voice spoke again, but this time it sounded closer, “Funny, I swore I could’ve appeared there…oh well…” Rainbow Dash looked around to find the source of the voice, but when she looked back to where Fluttershy is she became shocked. Because instead of grabbing Fluttershy’s restraints. She immediately found her hooves stuck inside Paranoia’s body.

“What the heck is going on?!?!” she shouted as she struggled to pull her hooves out.

“I’m afraid to say milady, but our little game is over,” he said quietly in a sinister tone. Rainbow Dash then found herself being restrained once more by the darkness around her. The darkness eventually brought her face to face with Paranoia, and Paranoia brought his face close to her ear as spoke softly the magic phrase he is feared for, “Now would you kindly… go to sleep…” Rainbow Dash attempted to fight off the sudden feeling of wanting to go to sleep, but sadly it was in vain as she soon fell into deep slumber. Paranoia then released Rainbow Dash’s restraints causing her to fall into the ground limp.

“Hmmm, I’m impressed you managed to break away from my shadows and land a hit on me, but I suppose that’s what I get for underestimating a pony…again. I must remember this for future endeavors, but no matter I now have the last piece for milord’s proposal,” He then snapped his fingers causing the shadows to recede revealing the bounded Fluttershy, now having a shadow covering her mouth. She still has tears running down her face which only became worse when she saw the motionless body of Rainbow Dash. She gave off a heartbreaking muffed cry for her friend, a cry that did not go unnoticed, “Milady, please save your heart wrenching cries when they are actually needed. Your friend is still alive. It’s just that I put her into a deep sleep she’ll wake up when I want her to,” Paranoia explained causing Fluttershy to feel a bit relieved, but tears still ran down her face. Paranoia felt a moment of déjà vu before reaching into his left pocket again, and pull out the object he intended to use earlier before being blindsided by Rainbow Dash. It was a handkerchief made out of a fabric dyed black. Paranoia then walked up to Fluttershy and used to the handkerchief to dry her tears while speaking in an oddly comforting tone, “Now, Now milady don’t cry. Like I said before I only need to borrow you for a few moments. I promise you, you shall be returned to your friends before the night ends. However, the rest of the plan must remain a secret, so you cannot be awake during that time…so now milady…would you kindly go to sleep?”

That was the last thing Fluttershy heard before falling into a deep slumber like her friend. Once she was asleep Paranoia released her sleeping body from the restraints and caught her as she fell from the wall. He carefully held her as if he was holding a baby; it was an action he never thought he would do. This was followed up by him gently caressing her mane, “So…soft almost like silk. I apologize milady for the inconvenience I have cause for you and your friend, but I swear to you it’s all for the greater good. I don’t expect you to forgive me for my actions, but that’s okay, milord and I are used to it. However, I shall leave you with two gifts to show how much I apologize to you, but I can only give your first gift right now. The other shall be given to you once milord has gotten what he came here for.”

After saying this Paranoia slowly removed his mask with the shadows around him, but due to the dim lighting his anonymity remained protected, “Our worlds may be far apart milady, but know this…I never meant to hurt you,” he said in voice full of compassion, and with this said he brought his face to her forehead and kissed it gently. While he kissed her forehead he slowly melted into shadows, bringing the small world of darkness he brought into the room with him. Once he and Fluttershy were gone the room returned to normal leaving the rest of the ponies who were caught in his darkness sleeping on the floor.

“It’s been at least an hour and a half already, yet we haven’t found a trace of this Paranoia…” muttered Shining Armor. His squad and himself have been patrolling the hospital for a while, but also keeping an eye out for suspicions looking shadows. However, so far they haven’t found any sign of the elder nightmare. It also didn’t help that his sister Twilight is tagging along with him. He preferred that she didn’t involve herself in this, but at the same time he knew that she will stay to help out if one of her friends is in trouble, “Speaking of Twilight…” he looked to his left to see his sister scrutinizing the area around them checking even her shadow for Paranoia.

“No…not here either…” she mumbled quietly. As worried as he was he can’t help but smile at her determination, “Uh…what are you smiling about?” she asked confused.

Shining laughed lightly before responding, “Nothing Twily… I’m just glad to see you again. Although, I wished it was under better circumstances.”

“Yeah…I do too, but once we stop Paranoia then we can catch up with each other afterwards okay?”

Shining couldn’t help but smile back at his younger sister, “Sounds like a plan. Besides Cadance was planning to spend time with you anyway, so we can all catch up together.”

Twilight’s face lit up from the idea “That sounds great! I can’t wait to hear what you and Cadance have been up to!” she said in excitement.

Shining laughed a bit from her excitement, but before he could continue the conversation with his sister. One of the guards yelled out “Sir!!! Something is rising from the ground ten feet in front of us!” Hearing this cause both Shining’s and Twilight’s joyful expressions to immediately disappear and take on a more serious expression.

True to what the guard said a shadowy figure slowly came out of the ground. When he fully emerged from the ground Shining heard Twilight gasped; he was carrying Fluttershy in his arms which only meant he got past through Rainbow Dash’s line of defense, “What have you done to my friends!” she demanded.

Paranoia gave a small laugh before bringing his index finger to the tip of his mask telling them to be quiet. The nightmare then faced away from Twilight and the guards, and opened up a portal made out of pure shadows. After the portal was set up, Paranoia simply walked through it and disappeared shortly thereafter, “Hey stop!!!” Twilight yelled as she immediately chased after Paranoia.

“Twilight, wait!” Shining shouted at his sister hoping to get her to stop in her tracks, but it was in vain as she soon disappeared through the portal as well. Shining also noticed the portal slowly dissipating, so fearing that his sister might get trapped in whatever the portal leads to. He used his magic to keep the portal open, “Get the Princesses over here immediately! I can’t hold the portal open forever!” Shining commanded the guards in his squad.

“Yes Sir!” they responded as they left to get the Princesses, leaving Shining with only his thoughts, “Twilight…please don’t do something you’ll regret…”

As Twilight exited the portal she was met with an empty hallway, but it wasn’t any normal empty hallway, this large passage is in a place she’s all too familiar with, “Am I in Canterlot Castle? But why?” She questioned as she looked around.

However, before she could think about it further she spotted Paranoia walking down the path ahead of her. She immediately made chase after him hoping to stop him before he escapes. She pursued him down a few more hallways before stopping behind a pillar. She looked from behind the pillar to find Paranoia walking slowly towards the entrance of Celestia and Luna’s throne room; however, before she could act Paranoia simply phased through the two doors, “Why is he heading into the throne room? There’s nothing there, but Princess Celestia and Luna’s thrones. I got a bad feeling about this…” Twilight then made her way to the doors, but as she got close she heard two voices speaking to each other.

“I brought the last one milord…” Paranoia said.

“Good work Paranoia…here let me get the portal open, so we can leave this world,” said an unfamiliar voice.

“Agreed…”

Twilight upon hearing this knew she had to act fast or else she would lose Applebloom, Spike, and Fluttershy to Lord Nightmare forever. Deciding to throw common sense out the window Twilight barged through the doors in order to confront Paranoia and the owner of the other voice she heard, and hopefully delay them from leaving. As she broke through the doors she immediately found herself face to face with a familiar black bird mask.

“Greetings milady, we were expecting you…” Paranoia said as he shut the door behind Twilight and sealed it with a wall made of shadows.

“By we you mean, you, me and…”

“Myself…” Spoke the other voice gaining Twilight’s attention.

Paranoia moved out of Twilight’s field of vision to give her a clear view of the voice’s owner. Who she saw angered her greatly, for there on Celestia’s throne sat Lord Nightmare himself. “Why hello there my dear Twilight I glad we finally get to meet face to face…” The nightmare said as he adjusted himself on the throne.

“So you’re Lord Nightmare, why are you here?” Twilight asked angrily.

The nightmare only gave out a sinister laugh as he got off the throne and slowly walked towards Twilight, “Oh, My dear I believe you already know the answer to that question,” he said as he stopped in front of her and materialized an intricate looking cane. The cane itself looked like something an aristocrat would carry around, but covered in strange runes that Twilight hasn’t seen before.

“Sorry to disappoint you, but my answer is still no.” she said with finality.

“Really? Well that’s too bad, but I believe I have something that will change your mind… oh Paranoia?” he said as he snapped his fingers. Paranoia nodded in compliance and created three portals made of shadow, what rose from those shadows were the unconscious bodies of Applebloom, Spike, and Fluttershy. Twilight gasped in surprise and attempted to run to them, but was cut off by a wall of violet flames caused by Nightmare’s cane, “I see I got your attention now Twilight Sparkle. So…about my previous proposal do you plan on accepting it this time or do you plan on prolonging the inevitable?”

Twilight glared at Nightmare defiantly, “Release them now!” she shouted angrily.

“Heh heh heh…You know I can’t do that my dear…not till you agree with my proposal,” he said as he pointed his cane at her mockingly.

“I’ll never agree with your terms! I will save my friends and beat you!” Twilight said as she took a battle ready stance.

The greater nightmare sighed as he shook his head, “I would advise you not to do so, for you see I’m much different than any foe you faced so far. Besides, I would prefer not to harm a beautiful mare such as you with my dark powers.”

Twilight was taken aback slightly from his compliment, but kept her resolve strong, “I don’t care! As long as I’m still standing I won’t go quietly!”

“I admire your devotion to your friends, but sadly you are making a big mistake here. Can’t we just talk it out like civilized beings from two different worlds?” he asked attempting to avoid a fight. However, the magic sparking from Twilight’s horn say’s otherwise.

Nightmare sighed again for a third time, “If you insist on putting up this meaningless struggle then go ahead, but I’ll have you know I will never hit a lady. Especially one’s like you…” he said with a bow.

Twilight looked at Nightmare with confusion in her eyes. She didn’t really expect the lord of nightmares from another world to be so friendly to her, but she decided to push away those thoughts for now. Using her magic Twilight teleported to give herself distance from Nightmare, and fired a magic beam straight at him. However, to her surprise he didn’t even try to avoid her attack, but instead simply stood there leaning on his cane. To Twilight’s shock and horror the beam didn’t even touch him, but instead dissipated before even getting close to his proximity.

“I told you. This is meaningless struggle…” Nightmare said calmly further aggravating Twilight. In retaliation, she fired off a barrage of magic missiles in his direction, but Nightmare simply tapped the ground with his cane creating a barrier out of thin air to block the missiles, “Now what have I done to deserve such anger?...oh wait…never mind…” The greater nightmare said absentmindedly before catching himself and rubbing the back of his head sheepishly.

However, while he was distracted by his own folly Twilight took this chance to teleport behind him and reared her back legs in order to buck the back of his legs, but as she strike his legs he immediately turned into could of smoke catching Twilight off guard, “What! Where did he go!?!” she exclaimed as she frantically looked around for Lord Nightmare. As she searched around she heard the sound of somebody clearing their throat. The sound came from above her, but as she looked up she found nothing until a certain voice spoke up. “You know you’re a lot cuter when you’re angry,” Lord Nightmare said.

“Where are you?!” Twilight asked in a demanding tone.

Twilight heard a sigh before hearing a response, “Try looking up, but with your eyes not your head…” She did as he said, and to her surprise she found Lord Nightmare using his cane to balance on the tip of her horn. With a light snicker Nightmare used his cane to bounce on Twilight’s horn three times before jumping off her entirely, “…And that’s game set and match”

Twilight ignoring what Nightmare said attempted to charge her horn again for another magical beam, but strangely she wasn’t able to draw magic to her horn, “Wh-What’s going on? I can’t channel my magic!” she yelled.

To her unrelenting frustration Lord Nightmare gave off a laugh before answering, “I shut off your magic temporarily, so you wouldn’t make this any harder than it needs to be…” he said as he walked up to her, “Now with this information in mind do you still plan on continuing this pointless struggle?” he asked.

“Like I said, as long as I’m still standing I won’t go quietly!” she declared in defiance.

This caused the greater nightmare sighed in frustration, “Well shoot…and I really and I do mean really don’t want to harm you…Paranoia would mind?” he requested. Paranoia looked at Nightmare and nodded in affirmation. Twilight looked at Nightmare with a suspecting look, “Just what are you planning!?” she demanded.

“Just making life easier for the both of us…” he responded. Twilight became confused by what he said, but before she could figure out what he meant she heard a voice whisper in her ear. “Would you kindly…go to sleep?…” Before she knew it she felt herself getting drowsy and like those before her, she too fell into a deep slumber.

“Pity…I was hoping you will make this easier Twilight, but I should have known you would continue to fight till the very end. I wished we could have met under different circumstances, but sadly I don’t think you would trust me even if I were begging on my knees.”

Lord Nightmare sighed, “When we get back prepare her a room, and well…prepare her.”

“As you wish milord…” Paranoia responded with a bow. Nightmare then opened up a Portal and walked through it with Paranoia holding Twilight in tow. After they disappeared through the portal nothing was left in the room, but the three unconscious bodies of Fluttershy, Spike, and Applebloom.

It would’ve stayed that way if it wasn’t for a group of ponies barging into the room. The group of ponies in question is Twilight’s remaining friends, her brother Shining, a squad of royal guards, and the three well known princesses of Equestria. Celestia who was among the first who entered into the room saw the three unmoving bodies of Applebloom, Spike, and Fluttershy. She ordered the royal guards to take the sleeping bodies to a safe place. She continued to scan the throne room for any signs of the nightmare brothers, but found nothing.

“We're too late…”

Chapter 9: Nightmare's Truth
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Masks Lie and Nightmares Never Die

Chapter 9: Nightmare's Truth

As the chaos continues between the Nightmare World and Equestria, a third party was at work observing what little they can opposite from the dark lands the nightmares live in. One of these inhabitants, a humanoid cricket, can be seen running past the various dark fauna as he ran past the borders connecting his home with the Nightmare world. Once back within his home, the cricket man sighed a breath of relief as he was surrounded by the more peaceful and friendly landscape of the Dream World. However he had no time to rest as he made a beeline to the pure white castle, he discovered something important and he needed to share it with the high ranking officials of his world.

*Huff* *Huff*

After ten miles of straight running the cricket made it to the castle gates and was met the familiar sight of a wolf and a rabbit humanoid guarding the gate.

“Halt, what is your business here Hopper?” asked the Wolf.

“Yeah, you look like someone lit a firecracker on your butt,” added the Rabbit.

“Lucain and Kiki please let me through. I need to see the high council or the king! It’s important!” pleaded Hopper.

“How important are we talking about?” Lucain asked.

Hopper took a deep breath before answering, “It involves Lord Nightmare…” he said gravely causing the two guards eyes to widen. They didn’t speak a word after that they instead allowed Hopper to pass on through.

“May Alpha help us…” Lucain said under his breath.

“What do you think is going on?” Kiki asked.

“I have no idea, but anything that involves that guy is definitely something to report about. I just hope it doesn’t break the peace we worked so hard to maintain.”

Hopper, after asking a few questions, quickly made his way to the High Council Hall, but unfortunately a meeting was already in progress. As a result he had to barge in unannounced causing confusion among those in the hall, “What is the meaning of this?!?” boomed one council member whose appearance is that of ant.

“Sorry High council for barging into a meeting in progress, but I come with disturbing news!” Hopper shouted.

“Speak now or else you will be demoted for this intrusion,” Spoke another council member whose appearance resembles a Fox.

Hopper gulped a bit before responding to the council member, “I was scouting the Nightmare World like I was asked to, but I saw Lord Nightmare!”

“So? What else is new?” interrupted a frog-like council member.

Hopper despite the interruption continued his report, “That’s not the important part! He came out of a portal with Paranoia and in his arms appears to be an Alicorn!”

The mention of an Alicorn caused a stir among the members, “An Alicorn? I haven’t seen one of those around here for 300 years!” Spoke the dream fairy in the middle who turns out to be the king of the realm.

“K-King Oberon?!”

“Don’t lose your nerve now Hopper, tell me what this Alicorn looks like?”

“U-Uh…it was purple! With a mane colored similar to twilight!”

“Hmm…interesting, we definitely don’t have a purple Alicorn. I wonder if Lord Nightmare is trying to start a ranch.”

“Your highness, that’s not the point! Lord Nightmare came out of a interdimensional portal!” Hearing this caused the entire council and the King to gasp.

“What!? Such magic is forbidden! Only the Archgods themselves are allowed to use them! He has broken a sacred rule!” The fox shouted.

“He must be confronted about this! Who knows what dark things this could imply,” The ant added.

“Fool! He is clever we cannot confront him about the crime unless we have proof!” countered the frog member.

“But we must do something! He knows forbidden magic! He may have been traveling to different worlds to spread his seeds of darkness under our very noses!”

“Great King Oberon what do you think we should do?” The fox asked.

Oberon crossed his arms, “Hmm…true we cannot let this go unpunished, but Bork is right, we need solid evidence to prove to the Archgods that Lord Nightmare has broke one of the sacred rules,” Hearing this brought Hopper great relief, as now maybe they will reward him and sent some stalwart yet stealthy heroes to take care of the problem, “Which is why Hopper I’ll be sending you and two others to take on this task,” Or maybe he was just going to get the worst assignment in history.

“R-Really? It’s an honor sire!” He forced himself to say as he secretly dreaded for the task at hand.

Darkness…pure darkness was the only thing Twilight could see, and strangely it felt…comforting like it was holding her in a gentle embrace. She never felt like this before it’s like she found true peace of mind. However, this peace wasn’t meant to last as a voice eerily sounding like her pierced through her mind

…Wake…up…

You…must…wake up…

…Please…

Suddenly, a small star appeared in front of Twilight and she felt herself being drawn towards the light of the star, but as she attempted to fly towards the light the darkness that kept her in a gentle embrace tighten its grip around her as if it’s trying to stop her from reaching the small beacon. That’s when Twilight remembered how she ended up in this void. She remembered hearing one single phrase before blacking out.

“Would you kindly…go to sleep?”

Twilight now became aware of the situation she was in. Paranoia put her to sleep with that single phrase, and as she’s sleeping the darkness that is currently keeping her away from the light is making sure she doesn’t wake up from magically induced slumber. With this knowledge she begun to fight back the darkness holding her, and slowly and surely the darkness was losing its grip on her. Eventually, she managed to break free from the darkness and started flying towards the light. However, as she flown closer to the light her body began to glow and it wasn’t long before Twilight felt her body changing into a form familiar to her, but at the same time it felt alien. Unfortunately, she didn’t have time think as the star she flown closer to completely covered her in its light, but before she blacked out once again she heard a voice.

…Light and Darkness…Dreams and Nightmares… either can’t be trusted, for both wear a mask…

…But…one has a better mask than the other…

…I ask of you…to find the one…whose mask truly lies to all…

…and…expose it to all it has lied to…

…Remember this…for this…decides the fate…of the realm of sleep…and the world you call home…

Fredrick, for once in his eternal life felt elated, for everything he had plan is coming together quite nicely despite a few problems that happened along the way. Nevertheless as he waited for the guest of honor to be ready he decided to spend some of this extra time gazing at the stars in the night sky. As he stood there gazing, a song came to his mind,

“Twinkle, Twinkle, little star,

How I wonder where you are.

Up above in the sky so high,

Or perhaps somewhere nearby.

When the light of hope is gone,

From the darkness I sit upon,

You continue to shine your tiny light,

And Twinkle, twinkle, all night.

But tell me why,

I cannot be part of your light.

Am I damned,

Doomed to a life of isolation,

In this realm of darkness,

Feared by all.

I question my existence,

For I walk in a place unfamiliar to me,

No memories of my birth,

No memories of my life,

Yet I exist in a place,

Where dreams fear to tread.

Oh little star,

Where are you?

The madness that creeping,

Is poisoning my mind,

If you can,

Grant a wish,

I beg of you to please,

Cure me of my blight,

So I can continue living,

And find my light,

So I can find,

My light…”

After singing the small song Fredrick took a moment of silence to let the song sink into his mind before commenting on it, “Hmm…it’s good, but I think I could improve it. I better make a mental note to work on it later.”

“Make a mental note of what Milord?” Paranoia asked, causing Fredrick to sigh.

“Alright Paranoia, how much did you hear?”

“All of it, but I do think you could make your little song longer.”

“I figured as much, but let’s not dwell too much on my singing. I know what you’re here for, so tell me how did it go?”

“I see…if you must know the operation was a success. She is currently resting in her room, you can see her if you want Milord, but you and I both know how she’ll react when she wakes up.”

Ignoring Paranoia’s warning Fredrick created a portal that leads to Twilight’s room, “I’m aware of that, she’ll need to get used to our presence and her temporary change to her entire physical being, but I’m sure we’ll find a way to convince her to cooperate with us. Besides it’s not like she has much choice anyway.”

“Heh, indeed… Brother. ”

Fredrick laughed a bit upon being called brother, “It’s been quite a while since you last call me that Paranoia. Maybe fifty years give or take…”

“Sixty actually Brother”

“Really? Huh…time sure flies by doesn’t it, but now is not the time to look back on fond memories,” Fredrick said as he walked towards the portal, “For our guest of honor awaits my arrival, and you do know it’s impolite to keep a lady waiting…” he said as he disappeared into the portal with portal dissipating afterwards leaving Paranoia by himself in the room.

“…Memories...isn’t that the magical word of the day.”

Meanwhile in a well lit room and in a soft fancy bed, a certain mare was stirring and turning in the sheet. It wasn’t long until she finally woke up with a start and began breathing rapidly. Her condition did not improve when she felt her own hand touch her chest. She looked down to see that once again she has human features such as her hands and body. She almost wanted to scream, but held back as she tried composing herself.

“Calm down Twilight! Calm down! You need to keep a clear head and process what’s going on.”

Looking around she quickly noticed that she was in a surprisingly comfortable bed. However, this was no time to admire the soft sheets she needed to see what she can find in this room. Throwing the sheets off her body and quickly jumping off the bed in one smooth motion Twilight landed on the floor on her own two feet.

“Well it may need a little refreshing, but it’s nice to see I still remember the motor functions of a human being. Now all I need to do is walk forward and-ah!” Despite remembering her experience as a human, the transformed mare tripped on the first step and fell to the ground face first with a thud, “Ow…maybe I don’t completely remember how human legs work,” Twilight slightly massaged her face until she felt something she thought she wouldn’t feel; her snout. Her eyes widen in horror as she took a quick look to her feet and saw hooves instead of human feet and toes. Just what did they do to her? Quickly she grabbed onto the bed and used it to help herself off the floor. Along the way she noticed that she is wearing a nightgown that was simple as a dress. It was pretty much colored like her fur, but in a darker shade with lavender straps holding it up on her body. Just beyond that are her hoofed feet which she only began thinking about how she was going to stand on them. She looked at the bed supports and decided that it she’ll use one of them to support herself as she tried getting used to them.

“C’mon Twilight you can do this, if you can get used to human feet then you’ll have no problem adjusting to your own.”

With a deep breath Twilight hopped off the bed near one of the supports. Once her feet landed she carefully leaned on the structure as she didn’t want to put her entire body weight on it. It was difficult at first for her to keep her balance, but after some practice walking near the support the mare let go of the support and began walking around the room.

“Okay…I think I got the hang of it now. Although I have to wonder why did they turn me into a mix of my pony and human forms? Something tells me that they wanted to see me to try and get used to this body while subjecting me to some sort test or something. Nothing I can do now but explore.”

Searching the room, Twilight didn’t find much out of place in the rather fancy and pleasant room. It has all the things a personal bedroom would need such as a closet, a drawer, a cabinet, a vanity, a desk with chair, a door that leads to a bathroom, and a large flat box hanging in front of the bed. She had no idea what the flat box was for, but she has them before in the human world. While she never used them herself she felt that she may end discovering things that she wouldn’t completely understand. Twilight then checked the drawer and found several sets of clothes for her to wear.

“Jeans, shorts, skirt, shirts, dresses, and undergarments, well I can’t say I didn’t expect anything else, but I am surprised it’s stocked at all,” Pulling out some of the articles of clothing Twilight noticed that they’re just her size, “Okay…that’s just creepy. How did they know my clothing size?”

Putting the clothes back she checked the closet and she a variety of jackets and coats. Her thoughts went back to the clothes in the dresser and just how creepy that all the stocked clothes are just the right size for her. After some thinking Twilight then recalls in the first message that Lord Nightmare sent her and the he said he had been watching her and her friends for quite some time. It’s a bit farfetched, but any other thoughts and possibilities did not make any sense other then he truly had been watching all events that has happened to her so far; which includes her journey to the human world. Just thinking that made her shiver in uneasiness as it was like having a stalker following you around.

*Knock, Knock*

Twilight made a small yelp as heard someone knock on the door across the room, “Hello? My dear are you awake in there? Please answer me if you are.”

“Lord Nightmare! I need to hide!”

“I heard that, ” Lord Nightmare said playfully as Twilight watched in utter surprise when he phased through the door like it never existed in the first place, “Good afternoon my dear Twilight, I trust you had a peaceful slumber?”

The mare was wary; the ringleader of the challenges and lord of nightmares was standing before her and greeting her casually. Seeing there is no reason to fight right now she decided to play along, “I slept fine, all things considered.”

“Yes, I apologize for the roughness when we first met, but I must remind you that you wouldn’t come peacefully. However, that is the past and now here we are.”

“Well I couldn’t agree to the demands of somebody like you. You used the younger sister of one of my friends and two of my friends as some sort of bargaining chip. How low can you go?”

Twilight heard the nightmare sigh, “Only as low as I’m willing to allow my dear. However, even I have my standards.”

“So then traumatizing my friend Applejack with the illusion of her dead sister is allowed? Or what about all the royal guards that one of your lackeys injured when he was sent to hunt Spike?” Twilight responded angrily.

“A challenge isn’t a challenge Twilight when there isn’t stakes or consequences involved. Besides, your dear princesses knew the risks and so did the guards they brought to help defend the marked ones. Blood would be shed, there was no avoiding that, but be glad that they still live and one of my best healers is fixing the physical damage that was caused.”

“W-What?”

“Do you think I’m heartless my dear? I’m hurt, truly I am. I’m a nightmare my dear, not a monster there is a clear difference between those two.”

“D-Do you think that makes it better?”

“No, but it makes sure no one walks away crippled.”

“You’re unbelievable! Those ponies risked their lives to protect the marked ones! Not to mention the one royal guard who was paralyzed by Fear breaking his spine! You can heal the physical wounds, but not the mental ones!”

“*Sigh* You forget who you’re talking to my dear. A nightmare’s purpose is to test the fortitude of those chosen by us. That guard will be tested in time, but for now I believe you should be more concerned about yourself. As you already noticed your body has changed, but not into a human rather a cross between your pony and human forms. I believe the term used to describe such transformations is anthro these days.”

“Yeah about that, why did you turn me into this anyway?”

“Isn’t it obvious? I wanted to challenge you physically by having you adapt to a new yet similar form. Turning you human would be too easy for you due to previous experience, so I had Paranoia turn you into an anthro for reason I have already stated. Also it makes it easier to talk to you. I would strain my neck if I had to keep looking down at you just to talk to you.”

“At least you’re honest.”

“Yes I am the foundation of a good relationship, romantic or friendly, is based on that virtue. However, even with this virtue…you don’t trust me don’t you?”

“How can I? You foalnapped my friends, injured countless royal guards, and foalnapped me before transforming me into this form.”

“Well to be accurate I technically didn’t do that. All of that was the Nightmare Brother’s doing.”

“Who were acting on your orders!”

“*Sigh* details, details. Anyway it would seem you will need some time to adapt to your current predicament. I shall leave you now, but not without telling you that there are things I wish to discuss with you. Once you adjust to your new surroundings I expect you to take a bath and get dressed. What clothes do you wear I don’t care as long as it decent, so that means no streaking in my mansion. I know that you quickly learned about that with your time in the human world, but consider this a reminder.”

Twilight wanted to rebuke the nightmare, but still her tongue as arguing with this nightmare is getting her nowhere. So for now she relented, “Fine, but you better have a good reason for taking me.”

“Trust me I do, but from you all I require is a little bit of faith,” with this said the nightmare snapped his fingers and disappeared in a cloud of smoke that faded away. Twilight gave a frustrated sigh, she knew that Lord Nightmare is going to be a tricky one to talk to and if she doesn’t play her cards right she will be left in the dark in a strange new world.

“I need to find out what’s going on around here. He only foalnapped Spike, Applebloom, and Fluttershy to get to me, but why though? What does a nightmare want with me?” These questions swirled in her mind, but with nothing to answer them she gave a sigh before doing what the nightmare asked and getting herself ready for their meeting.

Meanwhile, back at the throne room in Canterlot Castle Princess Celestia, and Luna have recently summoned Twilight’s remaining friends Pinkie Pie, Applejack, and Rarity in order to discuss about yesterday’s incident. When they got there they also saw Princess Cadance and Shining Armor waiting for them as well. For a few moments no one said a word, but it wasn’t long before Celestia herself spoke, “I brought you all here to discuss about what happened yesterday and maybe help develop a plan on what to do next.”

“Ah’ know what you mean Princess. What happened back at the hospital was more nuts than a jar of peanuts,” Applejack said.

“There were peanuts there? How come you didn’t tell me?!” Pinkie exclaimed.

“No Pinkie Applejack means that while we were at the hospital, things got a tad…out of control,” Rarity explained.

“Oh, so no peanuts?” Rarity in response shook her head earning a groan of disappointment from Pinkie.

“Anyway… getting back on topic. We already knew that Paranoia the eldest Brother was the foalnapper sent to foalnap your friend Fluttershy, but what we did not expect is how quick he was able to do so despite the number guards going in and out of the hospital. Another thing that was also unexpected is him taunting Shining Armor’s squad,” Celestia recapped.

“It was really strange. You would think a foalnapper would silently sneak out as he came in after he has already taken his target, but he didn’t. Instead he appeared before my squad and revealed that he has what he came for,” Shining added, “If I had a question it would be ‘why did he do that?‘ But considering that my sister is gone the answer is obvious; he was baiting Twilight and she fell for it easily.”

“Wait, so you’re saying Twilight was the actual target?!” Applejack said in shock.

“Not just that Applejack, but adding to the fact that all previous foalnapped victims were returned brings up another interesting point,” Celestia added.

“That Lord Nightmare’s original target was Twilight herself, but the question remains. Why? Why go through all the trouble of foalnapping others if you only wanted another pony entirely?” Luna said.

“Well…considering that all the victims are connected to Twilight in some way. I believe they were used as some sort of leverage against her,” Cadance said.

“The letter…it’s starting to makes sense now!” Rarity said.

“Letter? What letter?” asked Celestia.

“Well a few days ago we received three scrolls. Two of them were addressed to Applejack and I, but the last one was address to Twilight herself. The ones Applejack and I received were letters from Applebloom and Spike telling us that they’re okay, but the third scroll was from Lord Nightmare himself. To summarize, the letter was telling Twilight to give herself up and they would bring Spike and Applebloom back to us unharmed,” Rarity explained.

“This Nightmare fella was basically telling Twilight that despite the plan we had at the time we wouldn’t stand a chance against Paranoia…well looks like that part wasn’t a bluff,” Applejack added.

“Indeed, since he took out two guards and Rainbow Dash without alerting anybody else in the area,” Luna said, “But the only thing I find strange is that I can’t find these nightmares anywhere in the world of sleep. Normally nightmares are created from the fears and insecurities of an individual, but these nightmares weren’t made by anypony. Instead these nightmares were created from another being entirely, but what type of being remain unknown to us,” she explained.

“Unfortunately, this brings up another issue; where the nightmares went after taking Twilight. As I recall Twilight was last seen in this very room pursuing Paranoia, but when we got here she was gone,” added Cadance.

“So what do you think happened?” Applejack asked.

“Well…we had some unicorns who are experts in magic searched the room and they found traces of magic being used. So far they were able to confirm that a clash happened in the room, but most of the magic they were able to trace belonged to Twilight. Except for one spot which after studying it they determined it was high level portal magic, but who casted such powerful translocation magic is still undetermined.”

“Portal magic, what’s that?” Pinkie asked.

“Like Cadance said, it’s a type of translocation magic. Magic that used to transport either the caster or the target to another location,” Celestia explained.

“You mean like that teleporting magic Twilight uses?” Applejack added.

“Exactly, but Portal magic on the other hand works a bit differently. It usually takes longer to be casted, but once casted it creates a temporary shortcut from where the caster is and the caster’s desired location. This magic isn’t used very often due to teleporting magic achieving the same effect at an instant. At low levels, portal magic can only reach a mile worth of distance or to a specific pony, but higher level versions of this magic will allow the user to reach towns, countries, and other places world. It’s even rumored to even travel to worlds different then our own.”

“Wow, that’s one heck of a difference.”

“Indeed, but can’t we just make a portal of our own and follow them?” asked Rarity.

“We can…but the only problem right now is determining where the portal took them,” Celestia said.

“As of now we have no idea where they went. We cannot just make portal until we can figure out where they took Twilight,” added Candance.

“So, how do we find them?” Applejack asked.

“Well, if we had anything that belonged to the Nightmare Brothers then we would be able to track where they are with our magic,” Luna said while causing Celestia to go wide eyed. Luna noticed this, “Sister, don’t tell me you have something that belonged to one of those brothers this whole time?!”

“Err, I wouldn’t say the whole time Luna,” Celestia responded sheepishly.

Luna sighed, “Just tell me what it is sister.”

“Remember Luna our encounter with Fear?”

“Yes I do remember that monster quite vividly. What did you take from him?”

“Well from our fight from him I noticed some parts of his skin started cracking. Eventually, those parts started to crumble of his body. I found this quite interesting, so I…well…took some of the skin that fell off of him,” Celestia said while rubbing the back of her head.

Everybody after hearing this stared at Celestia with looks of confusion and surprise.

*YOU TOOK WHAT?!?!*

Back in the Nightmare World, Twilight was clearing her mind in what she discovered to be an extravagant bath made from marble. As a matter of fact, the entire bathroom looked like a mini bathhouse that belonged in a palace. The bath itself only took up a medium portion of the bathroom with the actual basic necessities for a functional bathroom tucked away to the side and away from the square tub. Unspecified plant species hung around in various corners and pillars that seemed to hold up the room. There was a towel rack not too far away from the tub for easy access along with nightmare branded shampoo, conditioner, and body wash. There was even a loofah hanging around the nozzle of the bath

“This is surprisingly relaxing; the water is nice and warm while relaxing my muscles at the same time. It’s too bad Lord Nightmare is waiting for me or else I could have enjoyed this a bit more, but there isn’t much I can do about that now can I?” Twilight said to herself as she adjusted herself into a seated position that nearly had her breasts surface from the water. The mare looked at the mammary glands with some interest as she has seen them before when she went to the human world. However, they seem a bit bigger than the last time she took a humanoid form, heck the proportions of her body seem to have been slightly adjusted from her human form as if her humanoid body has matured a bit. It was an insignificant detail, but one she personally wanted to find out as pony and human physiology are completely different. Perhaps she should have saved some of those biology books when she had the chance, but regardless she decided was clean enough and decided to drain the water in the bath before stepping out. Grabbing a towel Twilight covered herself up as she carefully walked out of the marble bath.

The soft patter of dripping water echoed in the room as Twilight headed to the sink and started drying herself off. After finishing she can’t help but be amazed how somebody was able to change her into a cross between her pony and human form, and so perfectly too. She took the time to think about it as she considered magic was involved, but threw that idea out the window as she couldn’t feel an aura of magic around her like most polymorph spells tend to do. So was it something they managed to do organically? It’s an absurd idea to be sure, but she wouldn’t toss the idea out such yet. Knowing these nightmares they probably found out how as they’re just full of surprises.

Leaving the bathroom Twilight went back to the room, stark naked and started picking out her clothes from the drawers. Searching through the drawers she was looking for something familiar to wear and too her surprise she found the familiar light blue button shirt from her time in the human world.

“How did they recreate this? I just showed up with this shirt when I got to the human world, hmm…though the size has been adjusted. Well I suppose there is nothing wrong playing it safe with clothing options. I wonder if they have the skirt too?” Shuffling through a few drawers Twilight found the skirts and no surprise there was the same purple skirt she wore back in the human world and with it her cutie mark emblazoned on the side, “Yup, they do, just adding to the question pile aren’t you Lord Nightmare?”

Personal comfort aside she tossed the two article of clothing onto the bed as she looked for the underwear drawer. Couple of drawers down she found them, white bras, and panties for her to wear and to add comfort for her private areas. There was nothing of note about the undergarments except for the panties as they seemed to have been adjusted a bit to give room for her tail. She wonders if the same thing was done to her skirt and after quickly checking she saw there was a little covered hole that had the same purpose of giving room for her tail.

“Well at least they’re considerate, but I don’t think they’ll do the same for socks and shoes,” she then looked at her hooves as she took a few steps forwards and backwards, “Well it’s not like I mind anyway.”

Panties first she started dressing herself starting with the bottom wear. The panties hugged her lower region while not being too constricting. The skirt came next and not surprisingly it was a perfect fit for her waste and the length of the skirt itself was modestly reaching her knee caps. It took some effort to get her tail through the hole, but with the help of a mirror she was able to pop it through. She gave her tail a playful waggle before moving onto the other half of her body as placing the bra around her breasts. Normally, she had help with this and considering she doesn’t have a petite teenager body this task was even harder as she wasn’t used to the somewhat increased size of her mammary glands. With some help from the mirror she was able to attach the back strap and all she had to do after was adjust the shoulder straps. She was surprised her wings weren’t constricted, but after taking a second look at the bra from the back she saw it had more space in the back in order to have her wings keep their full movement. It made her back look barer, but for the sake of flying it was something that was necessary. Curious she looked at her shirt and unsurprisingly it had slits in the back for her wings. Without hesitation, wings first, she put her shirt on and almost naturally she buttoned the shirt up. After that was done she checked herself out in the mirror. Despite the increase size of her figure and her wings she didn’t feel uncomfortable at all at how she looked, but something was missing.

“Hmm…there was something that was supposed to go with this outfit, but was it?” she pondered for a few moments until she saw the short red ribbon hanging next to the mirror along with the message.

Sorry for leaving it out in the open like this, but I didn’t know where to put it.

-Lord Nightmare

Twilight stared at the message with mixed emotions, but decided to not think about it too deeply as she wrapped and tied the ribbon around the collar of her shirt and like that she completed her original look, “Ta-dah!” she said playfully before giggling to herself. This wasn’t something she normally does, but a little laughter can really take the stress out of the situation.

“All dressed and ready to go, but um…how do I get to Lord Nightmare’s room?”

As if to answer her question she noticed a note that mysteriously appeared on the bed. Picking it read:

Check the drawer next to your bed. There are three bells in there, one for each Nightmare Brother. Just ring one and that brother will appear in your room and escort you.

-Lord Nightmare

“Wait if he can send me messages from his room, then why doesn’t he just pick me up himself?” In response to this breach of logic another note poofed into existence right in front of her. She picked this one up as well and it read:

I owe you one explanation.

-Lord Nightmare

“Actually, I believe you owe me more than that!”

No new messages appeared after that and with a little huff she walked over to the drawer near her bed and like the message said there are three bells packed in a small box. Opening the box Twilight saw the sinister looking bells have a dark color to them and on the bell itself was a small decal in the shape of a mask. Each bell has a different mask, most likely to represent that specific brother. Twilight thought carefully who summon to escort her, obviously the first choice gone was Fear as she wasn’t over the frightful image of the burnt monster in her mind. She hovered over Panic for a bit, but decided not to use him as the nightmare was very tricky and knowing what little of his personality she gained from their first encounter he was most likely to leave he lost on purpose just for kicks. With those two eliminated that only left one brother to choose from; Paranoia, the eldest nightmare brother.

Twilight got nothing but uneasy feelings from that brother, but out of the three he is the most refined and gentlemanly. She can at least put her trust into him to lead her directly where she needs to go. With a deep breath, Twilight grabbed the bell with the plague doctor mask and rang it.

At first nothing happened, but then the temperature in the room grew colder. This surprised the transformed mare as she looked at the window and saw that it was still closed. She looked around for a few moments before spotting a dark spot on the ceiling that was growing bigger. It was almost liquid like, but it did not drip from where it was. Then slowly, a figure emerged from the dark spot and immediately Twilight recognized the nightmare as his signature mask popped out along with the rest of his body. However, to her surprise he was standing on the ceiling completely upside down and unaffected by gravity.

“You rang milady?” Paranoia said as he looked down on her from his spot on the ceiling.

The mare gulped a little, “U-Uh yes?”

“Then what can I do for you?”

“Right, I’m ready to meet Lord Nightmare now. Can you escort me?”

The nightmare in response to her question melted back into the ceiling before the black puddle dropped and splated across the floor. Twilight was confused by this display as the nightmare reformed and stood in front of her, showing the height difference between them, “Follow me.”

Wordlessly she did as he asked and after unlocking the door to her room they entered the hallway together; however, to say the hallway was unnerving is an understatement. The moment Twilight set foot into the hallway she already had the feeling something is watching her. As she followed Paranoia she saw the hallways seemed to lead into nothing but pitch-black darkness save for the hallway they are currently walking through which is dimly lit by the lanterns hanging on the walls.

“How do you know where you are going?” Twilight said trying hard to hide her nervousness, “I can barely see anything else in this hallway.”

“We don’t, as mostly we teleport to our desire location.”

“Then why are you walking me towards Nightmare’s study instead of simply teleporting us there?”

“Because I enjoy the scenic route, is there a problem with that?”

Twilight felt the air around her grow colder, “N-No not r-really.”

“Good…now please hold any further questions for milord himself, for we have arrived at his study” Paranoia said as the two stopped in front of an intricate door.

Twilight felt the cold air around her subside as Paranoia pressed a button which caused a ringing sound after being pressed. A short moment later a voice is heard, a voice Twilight is all too familiar with now.

“Yes Paranoia? What is your business?” Lord Nightmare said casually.

“Milord…Lady Twilight wishes to see you.”

“Really? You’re a tad early my dear, but no matter please come in, for like two other before you there is much we must discuss with each other.”

“Two others? He must mean Applebloom and Spike…” Twilight thought. Just as she got out of her thoughts the door in front of her slowly opened up revealing a large library similar to one she saw in her dreams. Twilight looked at the library in amazement and wonder almost finding it hard to believe that such a place actually existed.

However, before she could admire the long line of bookshelves that surround a singular spiral staircase, Paranoia spoke up “This is milord’s study and as you can plainly see it doubles as a library. It features a large quantity books found from different worlds, so you may find books familiar to you here. On a side note please stay in the main lobby of this library, for I cannot guarantee your safety beyond the lobby.”

“What’s beyond the lobby?” Twilight asked curiously.

“More books but also some rather unfriendly nightmares who don’t like it when somebody interrupts their reading time,” Paranoia said simply, “So if you wish to see beyond the lobby then let milord guide you since he knows this library better than any of us.”

Twilight was about to ask Paranoia another question until she heard a voice, “Welcome my dear to my study. Please meet me in the center, for I know your curiosity must be satiated.”

Twilight looked in the direction of the voice to see Lord Nightmare walking down the steps of the spiral staircase in the center of the library. She can feel his eye staring at her each time he came around the bend. Knowing that this isn’t a time to get cold feet she made her way down to the center of the library; where there was a small space with couches, chairs, and tables for readers to relax in. Not surprising the mare at all, Lord Nightmare himself was already relaxing with a good book while drinking an odd purple and black colored juice that Twilight could not identify though what perplexes her most is how the drink itself flew underneath the brims of his mask. Nightmare took notice of her presence and spoke, “It looks you took your sweet time getting here my dear. I’m guessing the allure of books took most of your attention, not that I blame you,” he said with a refined gentlemanly voice. Twilight didn’t say anything and simply sat on the couch while putting distance between herself and Lord Nightmare, “Why so silent my dear? Did you come here only to see me?” The nightmare teased.

“Why did you bring me here?” Twilight said suddenly, without making eye contact with the nightmare.

“Ah…so cold…I hope we can change that later, but first things first, your answer. To put it shortly I need your help,” Lord Nightmare said as his voice took a serious tone.

Hearing this shift in tone caught Twilight’s attention as she turned around to face Lord Nightmare, “What kind of help exactly?”

“Don’t worry it isn’t anything bad. All I need you to do is help me find a certain star…”

Twilight’s eyes widen, not out of shock but surprise. She was surprised that all the pain and tears that she and her friends were subjected to were because of a star. This angered the transformed mare as she locked eyes with the nightmare, “A star? Are you telling me that you essentially attacked my friends, just so you can get help finding a star?! You better have good reason why you need to find that star or so help me.”

“I’m dying my dear,” The nightmare stated and almost immediately Twilight’s anger was replaced with surprise.

“Wh-What?”

“Not physically dying my dear, but to be more accurate I’m mentally dying as in I’m slowly going insane.”

Twilight blinked a couple of times as she processed the explanation, “You’re going insane? Shouldn’t you see a psychiatrist for that? As a matter of fact, how do you even know you’re going insane?”

“I have already seen the best psychiatrist my world could offer, but even they couldn’t help me. I asked my right hand man to see what was wrong with me; he’s a doctor by the way,” Lord Nightmare explained, “Anyway…he took a look at me and discovered something terrible. The very thing that keeps me alive is slowly poisoning my mind, destroying it.”

“What’s keeping you alive then?”

“See this drink I hold here in my hand?” he said as he raised the hand holding the cup in question.

“Uh…yeah?”

“It’s a liquid made out of the very thing I’m forced to thrive on to survive…living, breathing, blended nightmares.”

Twilight was taken aback by this new disgusting information, “Wh-What!? You eat your own kind why?!?”

In response to her question, the nightmare pointed to the two symbolic letters carved into his mask’s forehead, “These two letters are the reason why” he said calmly, “For you see, these are runes.”

“Runes? I read a couple of books about runes, they are magical letters that when mixed with other runes can augment and object or thing with a spell. So those markings on your mask are runes?”

“Indeed they are, but it’s plain to see the runes on my mask were made roughly since they don’t look like traditional runes.”

Twilight looked at the marks closely and saw what Nightmare said is true. The marks seem to be cut roughly, but not rough enough to be unreadable, “N, E? I don’t know too many spells that start with those two letters.”

As so as she said that the nightmare began to chuckle which causes her to shoot a glare at him, “Heh heh ha ha, you just need to use your imagination, but for the sake of this conversation I’ll just tell you what they translate into. They stand for the spell Nightmare Eater.”

“Nightmare Eater? I never heard of a spell like that.”

“It’s written in a spell book somewhere, you just haven’t found the book in question. Anyway, as for the spell itself it’s an affliction type spell.”

“An affliction spell?! Who would have the power to curse you?”

“If I knew the answer to the question I would have that person bound in chains by now, but as for the spell itself it causes the target to be unable to eat any normal food or drinks, but instead must feast on the nightmares of others in order to survive. Also eating nightmares is its own torture, for eating a nightmare will not destroy them but instead they remain stuck in your body till the day you die. As they remain stuck in your body, the nightmares will struggle in an attempt to leave your body, but they will later find out this is impossible. Once they figure this out they will attack the nightmare eater’s mind in order to drive them insane or if weak minded possess them. When they accomplish this they will cause the eater to commit suicide, but not without killing a few people with powerful dreams.”

“That’s insane, why would one anybody do that to another?”

“You’ll be surprise how cruel the world can be if you let it, but I digress. Anyway…this spell is usually casted by high ranked nightmares that have no moral kindness to their own brethren; as a result, this spell became forbidden after the first Lord Nightmare saw how inhumane it is to nightmares and humans alike.”

Twilight was confused by the mention of the first Lord Nightmare, “The first Lord Nightmare? I thought Lord Nightmare was actually your name? It’s actually a title?”

“Yes, I’m the second nightmare who received the title Nightmare Lord. The first is The Boogey Man who retired after the people of the waking world begun fearing him less and less, for you see a nightmare’s power is equal to the number of people who fear him or her.”

“That…makes sense, but if Lord Nightmare is just a title then what is your real name?”

“My name my dear, is Fredrick Nightmarewalker. A gentleman to some, a hero to little, and a monster to all. However, for you my dear you can simply call me Fred.”

“Nightmarewalker? Sounds similar to Dreamwalker could he possibly be related to Sir Desmond or is he is Desmond? Because there is no way their last name are a coincidence,” Twilight thought to herself as she made a mental note to put that information in a file and store it.

“But, we gone off on a slight tangent haven’t we? Let’s get back to the main topic shall we?”

The mare snapped back to reality as she suddenly realized she spaced out, “Uh… Yeah…we should…”

“Something on your mind my dear?”

“Well, I do have one question, and it involves your…condition.”

“The Nightmare Eater? Go ahead and ask, I don’t mind.”

“Well if the condition is being created from your mask then shouldn’t you just take the mask off?”

“If I could do that my dear, then we wouldn’t be in this situation now would we?” Fredrick said playfully.

“Er…yeah I suppose I should have thought of that first, wait why can’t you take the mask off?”

“Well frankly my dear the blasted monster who cursed me with this mask didn’t stop at one curse. The last time I checked the mirror it has come to my attention that they placed multiple binding runes on this accursed thing,” He then pointed to the multiple chain carvings on the mask, “These blasted runes make it nigh impossible to remove the mask. Every other method I tried proved to be ineffective at breaking them.”

“Oh, uh…I guess that answered my question.”

“Throughingly I might add, however let’s move on. Do you have any other questions?”

“Okay…just how long you were suffering from the Nightmare Eater spell?” She asked with concern.

“Five hundred years last I checked my dear.”

Twilight’s eyes widen in shock when she heard this, “Five hundred years!?! How can you last that long?”

“My dear I’m the current Lord of Nightmares I can resist the influence of the nightmares I consumed for quite a long time, but sadly I’m at the end of my rope. For I am starting to hear their voices in my head.”

“Is there any other effects you experienced?”

“Well I also experience blackouts and waking up in places I don’t remember being in. Sometimes I even wake up restrained by the Nightmare Brothers.”

“Wow…I don’t know what to say…”

“There isn’t much else to say my dear, for each night that passed the nightmares in my body grow stronger as my hold on reality grow weaker. It doesn’t help that I know these nightmares plan on possessing my body for great evil.”

“Why?...”

“Because they wish to drown the waking world in darkness, so all the most sinister nightmares in this realm can prey on the weak. Unfortunately, since I made a connection between my world and yours. They will also target your world as well,” Fredrick explained as Twilight’s eyes to widen again from this new information.

“What?!?”

Fredrick however was quick to ease her fears, “You don’t have worry about the safety of your world though, for I have already developed a plan just in case my plan fails.”

Twilight, upon hearing that he has a plan felt a little better, but at the same time she can’t help but feel worried, “and just what is your plan?”

Fredrick closed his visible eye and sighed, “I…cannot tell you that…sadly.”

“Why not?” Twilight asked.

“Because if I told you…you might try to stop me.”

Hearing this caused the mare to spring up from her seat, “Wait, just what are you planning!?”

The nightmare hesitated for a moment, but ultimately did not answer her, but instead he stood up from the couch and walked towards the spiral staircase before stopping and responding, “I’m afraid… I said too much already. This conversation is over, Paranoia, take her back to her room.”

Paranoia suddenly appeared out of the shadows surprising Twilight for a brief moment, “Yes milord,” he said as he grabbed Twilight by her wrist and refused to let go despite struggling.

“Hey! What are you, Ow!”

“Sorry…my dear…but I cannot divulge such information just yet...” Fredrick said with a somber tone as he snapped his fingers at Paranoia telling him to take her away.

Twilight attempted to pull away as Paranoia nodded in compliance as he created a portal out of shadows and proceeded to pull Twilight against her will into the portal. However, before she was completely pulled into the portal she yelled out the remaining question on her mind, “What’s your connection with Sir Desmond Dreamwalker!”

Hearing this name froze the nightmare in his tracks, and caused him turned around, “Wait! Where did you hear name from?!” she heard him exclaimed in desperation, but it was too late as the dark portal Paranoia created swallowed her and plunged her into darkness.

Twilight’s last words before being sent back to her guest room haunted Fredrick’s mind as the question itself reminded him of that his mentor told him in the past, “Boog…the name you have told me about in your stories has popped up again except it was from a being from a different world. How could this be? From what you told me that dream…is long dead.”

Fredrick then began his ascension up the staircase before stopping suddenly, clutching his head while screaming in pain.

“Oh Fredrick…” A feminine voice echoed in his head.

“You again…you do know that talking to me gives me a migraine.”

“Forgive me love, but I couldn’t help it. For you see, I felt something…familiar so I just had to see what it was for myself. However, it would seem I was too late.”

“Familiar? Was there something about Twilight that was familiar to you?”

“Twilight…hmmm, it doesn’t ring a bell, but she sounds interesting.”

“Argh…can we cut this conversation short? I can feel the other nightmares trying to claw their way to the surface.”

“Oh don’t be such a baby love, makes you less attractive. However, I do wish to meet this Twilight myself. Do you think you can arrange that?”

Fredrick felt another twinge of pain as the voice accentuated her point, “No, out of the question!”

“Aww…don’t be like that.”

“You do realize that talking to you runs the risk of one of the nightmares in my body to slip through and try to take me over!”

“Of course I do…which is why I’m going to do my part in suppressing them.”

“You…can do that?”

“Of course, they don’t call me the queen of the night for nothing…”

Chapter 10: Getting Ready
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Masks Lie and Nightmares Never Die

Chapter 10: Getting Ready

Canterlot Castle, one of the most notable places in Equestria is in a contained uproar, but not because it was under attack. No, it was the fact that Princess Celestia herself took dead skin that fallen off a nightmare. Needless to say the surprise was well warranted as everypony in the room yelled in surprise and disgust. This lasted for about a few seconds before everyone calmed back down.

“Sister I know you may collect odd objects time from time, but this is simply the most bizarre you obtained so far,” Luna said while trying hide her disgust.

“I agree with Luna. Princess, why in tarnation would you want Fear’s skin?” Applejack asked.

“It’s…not easy to say, but I can show you instead and see it for yourself,” Celestia said as her horn glowed in magical energy. A few seconds later a glass jar floated into the room covered in Celestia’s magic. Most of the ponies in the room prepared their breakfasts for a disgusting sight, but when they took a look at the jar they were surprised. Inside the jar was a pile of shining powder almost too bright to look at.

“Oooooo… shiny!” Pinkie said while staring at the powder.

“What the?!? I wasn’t expecting that!” Applejack said in surprise.

“Are you sure this is that’s horrible monster’s skin? Because to me all I see is some dazzling powder,” Rarity added.

“I’m confused now how did burn skin flakes become this powder?” Shining asked with a confused expression on his face.

“I would like to know as well,” Cadance added curiously.

“Please explain sister,” Luna also asked with a raised brow.

“Honestly, I’m still trying to figure it out myself. When I initially took the pile it was all burned skin, but later after fighting Fear the skin I took started to glow brightly before becoming what you see before you,” Celestia explained.

“Really, that’s it?” Applejack said confused, expecting to hear more information.

“Unfortunately, yes.”

“Well that’s…disappointing,” Shining said.

“However, I think we have just found our solution to our current problem,” Celestia said with a smile.

“What do you mean?” Applejack questioned.

“As I recall we needed something that belonged to one of the Nightmare Brothers in order to create a portal to their world, and considering what’s presented before us I think we have that covered.”

“Oh right! The powder! We could use that to create a portal to the Nightmare Brother’s world!”

“Exactly, but it will take while to get the portal set up. While we do that its best you get prepared for the hardships ahead. The world of Nightmares is not a place where the waking travels to, ” Celestia said as she faced the remaining mane six.

“Wait they’re going in alone?!?” Shining exclaimed.

Celestia shook her head, “No, my sister and you yourself Shining will aiding them in their travels.”

“I am? Uh great!”

“To be fair Shiney, I don’t think her Highness would let you sit this one out knowing what is at stake, but it also makes sense that Princess Luna is coming along since Luna knows more how the world of dreams works,” Cadance added.

“Actually, I’m not sure their dream world works the same as ours, but I will offer as much help as I can,” Luna said.

“That’s great considering what we been up against. We’re gonna need all the firepower we can get,” Applejack said.

“Don’t be so hasty Applejack. We must be smart, for the Nightmare Brothers are much more intelligent than they appear and additionally this is their home territory which means they know the terrain as well,” Celestia explained.

“Well shoot, they how do we get to Twilight if we can’t take them on?”

“Since their world is unknown to us, the best course of action is to sneak into their base of operations.”

“Sneak into their base of operations? But what would their base of operations look like?” Rarity asked.

“If I had to guess…it would probably stand out from the environment, but that is all I can think of.”

“Great…so we have no idea what to expect then,” Shining said annoyed.

“I’m afraid so…but for now prepare yourselves, we will call for you all when the portal is ready,” Celestia said somberly.

With this said the remaining mane six bowed and thanked Celestia and Luna for their help and left the Throne room leaving the remaining four ponies in the room.

“Princess Celestia, are you sure it’s okay for them to go?” Shining asked with concern.

Celestia lightly laughed, “Even if I told them that it is too dangerous to go. Would they have listened? Even telling you to not go wouldn’t have stopped you.”

Shining rubbed the back of his head, “Oh yeah…heh heh, well an older brother got to do what they got to do.”

After his brief brain damaging encounter with an unknown nightmare in his head Fredrick decided to rest a bit on his couch in an attempt to gather his mind, “Ergh…why must she pick odd times to give me a headache? I know she means no harm by it, but I can’t help feel that she is enjoying our talks a bit too much, and not because she called me her love.”

“Well despite your masked appearance, I heard you’re a hit with many female nightmares in our world.”

“Must you always pop up out of nowhere like that?”

“It’s simply what I do brother, but it would seem that certain nightmare has shown up again.”

Fredrick sighed, “Yes indeed it was her, always popping up when she wants to and without question. It worries me that she is capable of such feats despite what you done to help me.”

Paranoia said nothing for a moment before responding, “Has the medicine I gave you worked at all?” he asked.

“It worked for while brother, but ever since she started talking to me I started to hear the whispers of those I damned.”

“I see…how unfortunate…looks like I need to work on a stronger dose,” Paranoia said as he stroke the beak of his mask.

“I don’t think that will be necessary Paranoia…” Fredrick responded causing Paranoia to twitch again and appear suddenly in front of him.

“What do you mean brother?” he said in a slightly menacing tone.

“What I mean Paranoia…is that I already have been given enough borrowed time.”

Paranoia sighed in frustration, “You really have put all your faith into this mare haven’t you? Even though we just recently kidnapped her, and basically forcing her to help you find the Machinus Solaris.”

Fredrick sighed before responding, “Forcing…how I detest hearing that word, but sadly it rings true. Honestly, I don’t want to force her, but I can’t let her leave either”

“It’s quite a clash of personal morals if you think about it, but if it makes you feel better I managed to get a scan of her thoughts which happen to be about us.”

“How would listening to the thoughts of a kidnapped Princess make me feel better?” Fredrick said in an annoyed tone.

“You never know brother. Besides it’s not like you have much else to do.”

Fredrick sighed, “You got me there… alright then, enlighten me about our guest of honor thoughts about us.”

“Okay…First her thoughts on Panic. Right now she really doesn’t like him due to his aggravating and provoking personality.”

“Not surprising, he did leave quite an impression on her and her friends.”

“Now her thoughts on Fear. Currently she is quite fearful of him and not much else.”

“That is to be expected. Fear is by no mean the master of subtlety, he simply do what is required of him.”

“As for her thoughts on yours truly. She is mixed as my actions give way to both malicious and pure intent.”

“To be fair, you’re hard to read sometimes.”

“Called it the fruits of my training, strangers and my enemies are not allowed to read me.”

“Says you.”

“Anyway…onto to you now. The man who started this mess in the first place.”

“Like I had a choice…”

“Hmm…interesting”

“Huh? What do you mean interesting? Explain brother,” Fredrick demanded.

“She also has mix thoughts about you brother.”

“Mix thoughts? I wasn’t expecting that.”

“Apparently at first she thought you would be a heartless individual, but after meeting you for the first time she became confused. As of now she is still wary of you brother, but she doesn’t hate you.”

“That’s good to hear I think…”

“That’s not the end of it. Most of her confusion stems from your general kindness and polite mannerisms towards her.”

“That’s not too surprising as kind behavior creates a safer space if done right.”

“Thank Alpha, for your kindness toward the opposite sex,” Paranoia muttered, loud enough for Fredrick to hear.

“Huh?! Just what are you implying Paranoia?”

“What I’m saying brother is thanks to your kindness towards her. She is open for further conversation from you, which means, that if you want her cooperation you have to convince her to our side. Right now she is leaning on helping us thanks to you telling her that you’re dying.”

“That’s good to hear. I knew she wasn’t the type to let somebody die.”

“Should I schedule another conversation with her brother?”

“We should…after dinner of course.”

“Alright, I shall inform her after dinner, but first,” Paranoia trailed off before grabbing hold of Fredrick’s wrist.

“Paranoia! What are you doing!?!?”

“You need check up brother…” Paranoia said in a menacing tone.

“I told you I had enough living on borrowed time!”

“Yes you did, but as your brother I don’t plan on letting you die and as your Doctor I plan on helping you until you’re cured of your affliction.”

Fredrick sighed one last time before feeling the grip around his wrist loosen, “Fine…but please go easy on the needles this time?”

Paranoia snickered, “I’m not making any promises brother…”

“Bastard.”

After returning to Ponyville, the remaining Mane Six return to the hospital to check up on their friends who are currently in a comatose like state. When they got there they asked the attendant which room their friends are in. The attendant told them that they are currently placed in room 10 along with Dr. Grey Suture and Nurse RedHeart. They thanked the attendant and made their way to the room. When they entered the room they immediately heard the soft breathing of the inhabitants inside. Each the slumbering victims had their own bed to sleep on while hooked up to a heart monitor to check their stability. Applejack, Rarity, and Pinkie Pie separated to check up on each of them.

Applejack walked to the bed Applebloom is sleeping in and stood at the side of the bed. Seeing her younger sister again brought a small smile to Applejacks face along with threat of falling tears, but she continued to hold them back. Applejack then slowly brought her hoof to Applebloom’s head and begun to stroke her mane, “Your back home Applebloom…your finally back home…” she said with relief, “Once I find the varmit who did to you. Ah’ll make him or her regret ever putting you through this mess, I swear it on my hat.”

While Applejack was talking to the sleeping Applebloom. Rarity made her way to Spike’s bed all the while going over the thoughts that dominated her mind. She already knew that Spike has a crush on her, but she remembered the times the baby dragon put himself in harm’s way for her sake. The most recent being their encounter with Nightmare Brother simply named Fear. Spike gave himself up to the horrifying nightmare when he saw that Fear was threatening to kill her. She didn’t want Spike to give himself up so easily, but at the same she knew that he didn’t have much of a choice considering what happened to her and Twilight that forced the dragon to give in. After staring at the baby dragon’s sleeping form for a few moments she finally spoke in a soft tone, “Spike…you done so much for me…yet you never asked for anything in return. Sometimes I think you’re more generous than I am, but that ends now. Because now it’s my turn to repay that kindness and generosity you have given me,” With this said Rarity softly kissed Spike’s forehead only to laugh slightly after seeing a small smile appear on his face.

Pinkie Pie despite the heavy atmosphere in the room bounced her way to Rainbow Dash’s and Fluttershy’s bedside with a silly grin plastered on her face, “Hellooo Rainbow Dash, and Fluttershy too!” she said excitedly while low enough not to disturb Applejack’s and Rarity’s emotional moments, “So…what have you two been doing besides sleeping?” Pinkie asked not expecting an answer from her sleeping friends. After a few moments Pinkie spoke again, “Interesting…so you can’t wake up because some black inky dark thing is preventing you from waking up, and it also happens to be comfortable as well?” The sleeping forms again didn’t respond to what Pinkie said, but Pinkie simply nodded her head as if she heard something, “Okay, so this guy who looks like a crow whispered a phrase into both of your ears then a few seconds later you fell asleep. Interesting…very interesting, but how am I going to wake you guy’s up?” After another moment of sleep filled silence Pinkie tilted her head in confusion “What do you mean you don’t know? I mean you’re the one’s put into deep sleep. Which means you should have found a way out by now right?” After a short moment Pinkie recoiled slightly “Ow! You don’t have to yell Rainbow Dash!”

The three ponies continued to stand by their friends and love ones sides until strange noise is heard.

*Groan…*

The noise caught their attention and caused them to look around the room hoping to find the source of the noise. They looked around to see Dr. Grey Suture rising from his while holding his head, “Ow…what happened?” he asked.

“Dr. Grey Suture! You’re Awake!” Pinkie exclaimed gleefully.

“While I’ll be…”

“But how?”

“Huh? Oh hi there everypony, what did I miss?” Grey asked as the three ponies rushed to his hoping to have their questions answered starting with Applejack.

“Hey Doctor, how did you wake up? The other doctor’s said that you wouldn’t wake up along with our friends and my little sister.”

However, before the doctor could answer her question Pinkie cut into the question, “Oooh…ooh…I can answer that!” she said ecstatically.

“Pinkie no offense but I don’t think you could answer this question,” Applejack doubted.

“But I do know! Well…somewhat,” Pinkie shot back annoyed.

“Then us what you know Pinkie,” Rarity said.

“Okay…while you guys went to Applebloom’s and Spike’s bedside. I was talking to Rainbow Dash and Fluttershy, and they told they couldn’t wake up because some dark inky black thing is preventing them from doing so. They also said the one who caused this is the crow looking guy named Parasol,” Pinkie explained

“Parasol?” Applejack questioned.

“Wait not Parasol…Para…Parania?...no…oh wait! Paranoia! His name is Paranoia!”

“No surprise there, considering he was sent to take Fluttershy, but how can that dreadful nightmare put ponies to sleep so easily?” Rarity said with a hint of concern.

“Rainbow Dash told me how he did it. She said that he whispered phrase that went something like ‘Would you kindly, go to sleep?’ Fluttershy even confirms that he said the same phrase to her too!”

“What the hay!? That’s all it took?!” Applejack exclaimed in shock.

“Yep.”

Applejack and Rarity turn to each other both wearing an expression of dread, “Applejack how are we going to beat these nightmares?”

“Honestly Rarity, I’m not sure anymore. First, I thought we were dealing with a bunch of yahoo’s who think they could beat us, but after losing my sister to that wily snake Panic. I had a feeling that guy was just the icing on the cake, and unfortunately I was right. Panic’s brother Fear managed to find us even after Celestia and Luna gave it their all just to stop the guy, but even that wasn’t enough. Then there’s this Paranoia fella. He managed to sneak into a heavily guarded hospital and put to sleep not just the guards, but Rainbow Dash as well with nothing but a single phrase,” Applejack said, “But what I do know is that we all are diving into a snakes den with snakes that aren’t hesitant to sink their fangs into us.”

Pinkie gulped at Applejacks words, but a certain doctor made a cough which caused the three mares in the room look at him in confusion, “Excuse me ladies, sorry for interrupting your serious conversation, but…I’M STILL HERE YAH KNOW!!!” Grey shouted in anger while unwittingly catching the attention of other doctors walking near the door to the room he’s in.

“Was that Dr. Grey?” asked one voice.

“He’s awake! It’s a miracle!” shouted another.

“Not even sleeping could keep the legend down!” commented another voice as cheering can be heard outside door.

Grey furrow his eyes in frustration, “Oh perfect…this is exactly what I need after waking up from a sleeping curse spell” he said sarcastically. However, no sooner then he said that the door burst open and a mob of doctors and nurse barged into the room grabbing Grey and then carried him out of the room cheering and celebrating. Once the mob exited the room and slammed the door behind them shut the room became quiet once more.

…

“Well…that happened,” Pinkie said plainly.

Sadly, as soon Pinkie said that a pair of Royal Guards barged into the room while unintentionally shattering the glass on the door in the process.

“Applejack, Rarity, Pinkie Pie…The portal is ready. Are you all prepared?” Spoke one of the guards.

The group sweat dropped a bit from the guards’ rash entrance, but they all of them already knew each other’s answer.

“We sure are,” Applejack answered.

The guards nodded their heads in conformation and told the three to follow them. The guards lead them to a chariot where four more guards were waiting. The remaining mane three stepped into the chariot while the two guards who brought them outside took their positions. Once the guards were ready they took flight bringing the chariot into the air and en route to Canterlot castle.

As the remaining mane six arrived at the castle a small conversation was going on in the throne room. It was between the two Princesses Celestia and Luna with the latter explaining her concerns to her older sister.

“Sister, I’m still worried that we might run into Fear again. I still might be able to hold him off on my own, but I’m not sure Shining and the others have a chance if they run into him,” She said worried.

“I know Luna that The Nightmare Brother Fear has you worried, but please remember that he isn’t the only nightmare you should be worried about. The other two Nightmare Brothers are just as powerful as he is. If anything this is stealth mission which means you should avoid running into them as best as you can, but if push comes to shove please do everything in your power to keep them safe,” Celestia explained.

“I will sister,” Luna said with determination on her face.

“And one more thing Luna.”

“Yes sister?”

“Please take this,” she said as she used her magic to bring an odd looking necklace into Luna’s view.

“What is it sister?” Luna asked confused.

“It’s an alarm necklace. When you find yourself overwhelmed Luna focus some of your magic into it. This will cause it to send a signal to other necklace,” Celestia explained as she put it over her sister’s head.

“Other necklace?”

“I have one with me as well Luna. When mine’s picks up the signal it will start flashing telling me that you’re in trouble.”

“I see it’s nice to know that you’ll still be within reach once we cross through that portal,” Luna said with relief.

“I’m just doing what I can Luna.”

Their conversation continued for a few more minutes until they heard the door that leads into the throne room open. They turned to the door to see Applejack, Rarity and Pinkie Pie being led into the room by Shining Armor and Princess Cadance.

“Looks like everyone is here and accounted for,” Celestia said.

“Yes we are Princess, and we raring to go,” Applejack said with a smirk.

“I second that feeling,” Rarity added.

“Third!” Pinkie shouted enthusiastically.

“I’m glad to hear that, for your journey will take you to a world far from our own. I cannot guarantee your safety fully, but measures have been taken.”

“Well that’s good to hear,” Applejack said while adjusting her hat, “But I have a question.”

“Yes Applejack?”

“I just want to know how the heck we are going to get back home after we find Twilight”

Celestia chuckle slightly “That’s easy Applejack you use this” she said as she pulled out the jar of bright dust, “For you see this same dust that helped make the portal before you,” Celestia added as she pointed to the color shifting portal, “Can also be used as a catalyst to create a portal back to Equestria just by telling it where you want to go”

“Wait if it could do that can’t we just tell the dust to make a portal that lead directly to Twilight?” Pinkie questioned.

“Sadly, no. The portals that this dust creates can only lead to locations not individuals.”

“Oh I see. Just checking if we’re making our problem needlessly complicated that’s all,” She said causing everypony to look at her in confusion.

“Okay…any other questions you like to ask Pinkie?” Rarity asked.

“Nope.”

“Well that’s good to hear…anyway should we get ready to go through the portal?”

Everypony, in the room nodded as Applejack, Rarity, Pinkie, Shining and Luna walked, and stood in front of the portal. However, as Shining took his place Cadance walked up to him and spoke.

“Please be careful Shining I don’t want to lose you as we lost Twilight,” she said with concern.

“Don’t worry Cadance I’m going to get her back and come back in one piece along with everybody else,” Shining said with a confident smile.

“Just don’t get reckless” she said as she kissed his cheek, “I’ll give something nice when you get back if you know what I mean…” she whispered into his ear causing him to blush.

“Uh…sure thanks for the extra motivation,” he said while rubbing the back of his head sheepishly.

After a brief silence Cadance walked back to where Celestia is leaving the others puzzled at what Cadance whispered to Shining, but decided not pry.

“So…should we count to three first or just jump straight on through?” Asked Luna

“That depends, do we jump on three or say three then jump,” Pinkie asked.

“How ‘bout we just jump on three,” Applejack said.

“Okie Dokey!”

“Ok y’all ready?”

“Ready!”

“One…”

“Two…”

“Three!”

Once everybody heard the magic number they all leapt into the portal that will lead them to the world where the Nightmare Brother’s have taken Twilight not knowing what horrors and secrets lies ahead.

Chapter 12: Finding out where to go
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Masks Lie and Nightmares Never Die

Chapter 12: Finding out where to go

Fifteen minutes has passed since the party started and already everybody was enjoying themselves, except for Shining Armor who was walking through the party and talking to various nightmares hoping one of them knew where Lord Nightmare’s Mansion was. However, the nightmares he asked either couldn’t speak, hear him over the music or was too busy having fun in Pinkie’s party, “Grr, none of these of these nightmares are any help. Is there anypony here that can talk?” he questioned. Shining continued his search until he saw a nightmare that didn’t look liked the other. The nightmare in question was wearing a grey hooded robe that seems to be decorated with odd shaped jewelry and symbols. The nightmare also seems to be holding an open book in his left hand and is reading the pages while taking sips from a cup in his right.

Shining ponder for a moment before taking action, “Well he or she certainly stands out from the other nightmares. Maybe he or she knows anything,” He then made his way to the hooded nightmare, but as he got close to the nightmare it immediately closed the book it was holding and turned to face Shining.

“Hello equine what doesss thou need of me?” the nightmare spoke in a clearly snake like voice.

Shining blinked for a moment not prepared for the nightmare to notice his presence this fast, but he quickly regained his composure, “I want to ask you for directions.”

“Directionsss to where exactly?”

Shining noticed that the nightmare’s hand was deathly pale, but decided to ignore it, “To Lord Nightmare’s Mansion.”

“Ah the mansion…now tell me boy. Why would you want to go there?” The nightmare asked, “Don’t you know that it’s dangerous to go against the Great Lord?”

“I can care less about how great he is, I need to go there to save my sister! He foalnapped her, and now who knows what’s happening to her!”

“You’re worried for your ssssister…an understandable scenario. Here take this,” The nightmare then flipped through the pages of its book before stopping on a single page. When it stopped on the page something floated out of the book and headed towards Shining Armor, “This ssshould aid you.”

Shining took the object with his magic and opened it up, “A map! And it only shows where me and the others are…” he said with his excitement dying down, “What’s the big idea! This map is only showing the layout of the entire village! Wait…how is the map doing that?”

“That’sss because this is an area map it always shows the location of the owner and the owner’s nearby friendsss in a town, village, or building.”

“Well that’s new…but how is this map going to help me and others find my sister?”

The nightmare sighed, “You see that arrow pointing outside the village?”

Shining just noticed the arrow the pointed out and sheepishly rubbed the back of his head, “Uh…yes?”

“That arrow is pointing you to your next destination or at least where you ssshould head. Right now you have ssset it to find Lord Nightmare’s Mansion.”

“So the map is telling me to exit the village first then once I’m back out in that wasteland it should show me which direction to go. Am I correct?”

“Precisely boy, now…leave me I wish to enjoy the festivitiesss undisturbed,” the nightmare said as it turn away from Shining.

“Thanks, this will really help.”

“Think nothing of it…but you ssshould enjoy the party.”

“Why should I enjoy this party when my sister is in the hands of your Lord!”

“Heh…my lord? I’m sorry to break this to you, but I don’t serve him.”

“Wait what? Aren’t you a nightmare yourself?”

“Heh…you made that assumption on your own boy”

“Then who are you?”

“An observer.”

“An observer? What’s that?”

The observer, instead of responding simply ignored the question, and went back to reading, Shining shrugged and walked away, “I guess he or she doesn’t want answer anymore questions. Doesn’t matter now I have what we need to find the mansion. Although, that encounter did leave me with more questions that will have to remain unanswered. Twily, your big brother is coming to save you.”

As this was happening, Pinkie Pie was just being Pinkie before she was approached by a skeleton nightmare wearing a cow skull on its head. The nightmare asked her to follow him, and Pinkie none the wiser agreed and followed the creature to its hut. When they got there the nightmare faced her and spoke, “Hiiie…I’m skelllly the chef-f ch-hf…argh! I’m the guy who runs this villllllage in the middle of nowhere.”

“Nice to meet ‘cha Skelly I’m Pinkie Pie.”

“Welllll met pink one, but now…I bet y-you’re wondering why I brought y-you here.”

“Well I was for a moment then I thought. Hey, maybe this boney guy can give us directions to Lord Nightmare’s mansion in this empty wasteland,” Pinkie said with smile.

“Ohhhh…straight to the p-point, well I w-was going to r-reward you anyway, for br-bringing life to my village fu-full of stib-sti…grrr…village full of dead guys!”

“No problem Skelly, it’s what I do.”

“Quite right. Any who, as for your d-directions just f-follow the path that exits th-he east of this villlllage, but I have one qu-question. Why in the d-damn sk-skeletons do you w-want to go to Lord Nightmare’s Mannnsion?!”

“Oh that’s easy. Our friend Twilight was foalnapped by your Lord’s right hand men the Nightmare Brothers, so we used a portal to cross from our world to your world in order to rescue her.”

“Oh…well that make sense…b-but you shouldn’t go there.”

“Aw…why not?” Pinkie said dejected.

“H-hold on let m-me finish…you sh-shouldn’t go there not w-without this!” Skelly then held out his right hand and open his palm only to show nothing at all. Pinkie none the wiser stick out her right hoof and shook his hand. However, the reaction Pinkie got from Skelly was not what she expected, “Grr…grah!!!! Dang it! Dang it! Dang it! I freaked it up again!”

“Uh…Freaked what up?” Pinkie asked confused.

“That wasn’t s-supposed to be an h-handshake! There w-was suppose to be a key in m-my hand for y-you to take!”

“Why would I need a key? I don’t have fingers to grab it with silly.”

“Errr…quite right. C-Could you h-hold on for a moment? I n-need to f-find that b-blasted key” Skelly said as he searched around his house looking for the key. Five minutes later of searching and he only grew more angry and frustrated by the missing key, “Grah!!! I l-looked everywhere for that blasted k-key! Where in t-the dang forsaken wasteland did I p-place that key?!” Skelly roared as his eye sockets started glowing red. Pinkie giggled slightly at the skeleton’s desperation, “What are y-you laughing at? You brightly c-colored equine!.”

“At you silly!”

“T-That was a r-rhetorical question…” he said annoyed.

“And I also found that key you’re looking for.”

“WHAAATT!!!! Why didn’t you say so earlier!!!” he said with his eye sockets nearly bursting into flames, but instead of getting an answer Pinkie got close to his face and whispered

“Because I didn’t want to embarrasses you,” she whispered as she pointed to the key that was hanging on one of the horns on his cow skull.

“Never speak of t-this to anyone,” he said flatly as his anger subsided.

“Okey dokey,” she said with a salute.

“Anyway…here y-you go,” he then took the key off his horn and gave it to Pinkie who took in her mouth and stuffed it into her mane.

“That’s it? I thought you’re going to be dramatic about this key?”

“The magic is gone…so I didn’t even bother anymore,” he said as he huddles up into a corner in the room.

“Uh, what are you doing?”

“This i-is my s-shame corner.”

“Shame corner?”

“Uh, can y-you leave me a-alone for now? I wish to c-cry alone,” Skelly sobbed.

“Aw… don’t be like that Skelly I’m sure you’ll get it next time,” Pinkie encouraged.

“You r-really think so?”

“Sure, and besides look what I got,” Pinkie trailed off as she turned around and started to make something away from Skelly’s field of vision.

“Hey, what a-are you doing over there?”

“It’s a surprise silly just wait a little longer I’m almost done. And…ta-da!” Pinkie then faced Skelly and handed him a lightly colored present which immediately lifted his spirits, “A p-present for me? You s-shouldn’t have.”

“Go ahead open it,” Pinkie prodded.

“Oh if you insisssst,” he replied with glee. Skelly then proceeded to undo the bow on the present slowly as he was doing this Pinkie took a few steps back while grinning knowing the contents of the present. Once the bow was undone Skelly began opening the box and when he opened the box he was met with a startling sight.

“SURPRISE!!!” Shouted Pinkie as she busted her face through the bottom of the box while wearing skeleton face paint.

“Ahhhhhhhhh!!!...Ha ha ha ha ha ha! Oh you got me child I-I did not e-expect that at all!” Skelly said with a grin only a skeleton could pull off, “How can I ever t-thank you?”

“Well…you can start by explaining what the key you gave me does,” Pinkie said as she wiped away the make-up from her face.

“O-Oh, t-that ha ha is used to ha open the front ha door to the m-mansion ha ha ha! Geezus, I can’t stop laughing ha ha ha!”

“Oh is that all it does?” Pinkie asked slightly disappointed.

“Yup ha…not much e-else to it.”

“And why did you give it to me?”

“B-Because ha ha that is t-the only s-safe way into ha the m-mansion.”

“Really? Well I better get back to my friends and tell them what I found out,” However, before she turned to leave she ran back up to Skelly took off his cow skull and placed a party hat on his, “Oh yeah make sure to enjoy the party I worked really hard on it,” she said with a simple smile before leaving the chief’s house for good to tell her friends what she learned.

“Oh, ha ha I forgot to t-tell her ha that the m-mansion is alive a-and going to change s-soon ha ha ha!!!”

During their walk in the hallway Fredrick decided to strike up a conversation with Twilight so they can get to know each other better. Twilight kickoff the conversation by explaining to him how she first became Celestia’s student and when she first came to Ponyville meeting ponies that will eventually become the friends she knows and love. Twilight also pointed out the experiences she had shared with her friends their triumphs and the lessons they learned together. Fredrick added his comments from time to time from saying how intense the changeling battle was to how wacky her life is at times.

After she was finished talking, Fredrick began telling her that even though he personally witness all the events himself he found it to be more fitting to hear it from the mare who experienced it herself. However, Twilight told him she still found it creepy that a being from another world was watching her life up to this point, but Fredrick responded by saying he prefer the term observer. Twilight ignored that response and asked Fredrick about his life. However, Fredrick was reluctant saying that he doesn’t really remember much about his initial creation, but he ultimately decided to tell her what he can remember by starting how he met his mentor the original Nightmare Lord.

As he started the conversation he opened a door in front of him and Twilight which led outside into the garden. Twilight was surprised at first by the sudden change in scenery, but when started he started to explain how he met his mentor Twilight quickly focused her attention to him in order not miss any details. However, to her disappointment his explanation was short. He told her all he could see at first was black and a couple of voices telling him that he was going to be alright after what seemed to be an eternity he woke up surrounded by the younger versions of the Nightmare Brothers and the Boogy Man himself.

“So that’s how you met your mentor and your future right hand men?” Twilight questioned as they walked through garden.

“Pretty much…like I said I don’t remember much about my initial creation. All I can remember is how I met my mentor the Boogy man and my best men Panic, Fear, and Paranoia. To be frank, I believe I may have lost some of my memories. What do you think my dear?”

“Well judging from what you told me it sounds like you may have been caught up in an accident. Which could explain why you can’t remember much about your initial creation; because, if the accident involved any trauma to the head you probably suffered amnesia.”

“That’s an excellent deduction my dear, but from my experience I feel like it was no accident.”

“What do you mean?”

“What I mean my dear is I think someone took my memories.”

“Took your memories? I suppose it is possible since I read in a book there are many ways to induce amnesia magic included, but if someone did took your memories why would they take the ones of your initial creation?”

“I don’t know my dear, but let’s not worry about me for now. Right now we should focus on the current mystery at hand, and once that mystery is solved then we can worry about my amnesia. Okay?”

“I guess…but tell me this Fredrick. If you would be able to take off that mask what would you do once the mask is off?”

“Simple…put on another mask.”

“Why?” she asked in a confused tone, “Why do you want to wear another mask?”

“Because my dear Twilight…we all wear masks I just prefer to make mine’s obvious,” Fredrick responded cryptically.

“Okay… what does that mean?”

“Figure it out my dear…you’re quite intelligent after all.”

“Right…anyway where is your mentor? We are in the garden aren’t we? And where’s the memorial you mentioned? I don’t see it around here.”

“That because we are standing in a mini garden placed on this part of the mansion’s roof.”

“Wait, we’re on the roof of the mansion?!” Twilight exclaimed in surprise.

“Technically only a part of the roof.”

“That’s beside the point. We just walked down several hallways and not once we climbed any set of stairs.”

“That’s because your room is located on the last floor of this mansion.”

“That still doesn’t make sense!”

“Says the transformed alicron as she speaks to a nightmare.”

“Oh ha ha, I see your point,” Twilight said as realized the irony of her statement.

“Anyway, as for the actual garden. Look before you,” Fredrick said as he pointed ahead of himself. Twilight did as he said and looked beyond the railing in front of her. What she saw beyond the railing surprised her, for the garden they were looking was enormous taking of several acres of land. It also seems to be divided into four quadrants, but she can only make out two of them. The quadrant to the left of her seems to be a hedge maze similar to the one found near Canterlot Castle, but the quadrant to her right seems to be a forest made up of strange looking mushrooms ranging from large to small sizes.

“That’s the garden!?” She exclaimed in shock.

“Only half of it my dear. What you can see before you is the Maze of Wandering Nightmares and the Fungal Forest. Don’t worry; the mushrooms in that forest are mostly edible save for a few amanita muscaria here and there.”

“Okay…I have a few questions.”

“Shoot.”

“First, why do you call that hedge maze the Maze of Wandering Nightmares?”

“Well it used to be a normal hedge maze until some stray feral nightmares decided to make it their home. However, I also seen some regular nightmares go in there only to get lost, but don’t worry about them they eventually find their way out; in about…fifty years give or take.”

“Fifty years! Aren’t you worried about your own kind?”

Fredrick sighed, “Let me tell you something Twilight. Dreams and Nightmares can never die, not as long is there someone that believes in those said dreams or nightmares.”

“So…you’re saying they’re immortal in a sense?”

“Pretty much…and their strength and power is influenced by how many people believe in them.”

“Wow…how many people believe in you?”

“To put it simply…As long fear and terror exist in the world I will never die.”

Twilight stared at Fredrick in disbelief, for if what he said is true it means that there is no definite way of destroying him. This would also mean the power he possesses is immeasurable which meant he was going easy on her during their first encounter. It didn’t take Twilight long figure out how the nightmares in his body are go about to plunge his world and her world into eternal darkness.

“A body with such immense power the nightmares in his body wouldn’t have much of a problem plunging worlds into darkness. I’m starting to doubt that Princess Celestia and Luna have enough power to stop him I don’t even think the elements of harmony could stop him as well. Fredrick I’m starting to understand why you need my help.”

Twilight was broken out of her thoughts when she heard Fredrick speak again, “Well my dear we have strayed a bit of topic. How about we go back to it?”

“Huh? Oh right! Sorry,” Twilight said, quickly as she composed herself.

“It’s quite alright my dear. Now please ask your next question.”

Twilight while already satisfied with what she learned from her first question figured that it wouldn’t hurt to learn more about the garden, “I was wondering…why do you have a forest made up of mushrooms in your garden?”

“Well my subordinates were complaining the lack of mushrooms for their pizza and other meals that require the fungus, and since I still had a good amount of space in my garden so I thought why not? But imagine my surprise when the mushrooms we were growing ended up becoming a forest, and the funny thing is there are beings living in there.”

Twilight became curious at this information, “That’s interesting what kind of nightmare would live in a forest made up of mushrooms?”

“Heh, that is where I have to stop you my dear.”

“Wait…are you saying the beings living there aren’t nightmares?”

“That is exactly what I’m saying my dear. These beings are a new race not seen in my world before.”

“That’s amazing! And they only started to appear after your mushrooms became a forest?”

“As the brother of your friend Applejack would say ‘yup.’”

“I wonder what they look like,” Twilight said curiously.

Fredrick laughed a bit, “Well after we meet with my mentor I suppose we can explore the forest and meet this new race together.”

Twilight looked at Fredrick with eyes filled with glee, “Really?” In response all he did was nod his head which signaled yes. Twilight became elated jumping up and down before stopping in embarrassing realization that Fredrick is currently watching her act like a filly, “Err…That’s great!” she said before giving of an embarrassed smile.

“That’s good to hear my dear, now tell me Twilight how is your flying skills?” Fredrick asked already knowing her answer.

Twilight looked away from Fredrick again in embarrassment, “I’m still learning…” she said quietly.

“I’m sorry my dear I did not quite catch that would you mind saying it again?” he ask politely.

“I’m still learning,” she said again only slightly quieter than her first response.

“I still couldn’t hear you my dear please…once more.”

Twilight sighed and took a deep breath as she faced Fredrick, “I said I’m still learning,” she finally said in normal volume.

“Really? That’s quite a shocker,” Fredrick said in mock surprise, “But I suppose that’s what I get for assuming.”

“Yeah…I’m still new with these wings. My friend Rainbow Dash was teaching me how to fly before...err you cause this whole fiasco.”

“Ah yes…I’m very sorry about that.”

“I know you are, but why did ask about my flying skills?” Twilight asked with a raised brow.

The nightmare quickly composed himself before responding, “Well I thought we could fly to the garden instead of walking, but considering your situation looks like only one of us will be doing the flying.”

“You can fly? With what? I don’t see any wings on you, although I can imagine you using a levitation spell.”

Fredrick chuckled, “And you’ll be right Twilight. I can use magic to make myself fly, but I can also fly with theses,” Twilight was perplexed by what the nightmare meant until a pair of wings sprouted from his back. The wings themselves seemed to be a mix of bird and bat wings while having the strange color scheme that went from white to ashy grey. She was awe struck at Fredrick’s wings as she recalled her new wings have grown larger to fit her new body, but when she looks at Fredrick’s they’re much larger compared to his body. Twilight knew that he is a powerful being, but those wings solidify that fact the he is no normal nightmare. However, as she was busy with her thoughts, Fredrick took this chance to scoop her up bridal style and take off into the night sky.

“H-Hey?! What are you doing?!” Twilight exclaimed with a flushed face.

“Well my flight challenged angel. I thought instead of asking you to grab onto me, I went ‘hey!’ Since I’m going to have you as my passenger anyway I just might as well take you into the air instead of waiting for you to respond.”

“You should still at least wait for my consent!”

“Well there isn’t much we can do about that my dear now can we?” He said with a hidden smirk, “So I suggest you hang on tight because as a word of warning I do like to be a daredevil when I’m flying.”

Twilight’s mind immediately started to panic after hearing this, “Wait what?!?” However, as soon as she said that Fredrick immediately dive-bombed at a high speed that could contend with Rainbow Dash, “Ahhhh!!!!!” she screamed as she wrapped her arms around Fredrick and held on for dear life. Unfortunately, for Twilight this was the beginning of the ride Fredrick planned for her as he made his way to the Fungal Forest.

Pinkie met up with her friends minus Shining after talking with Skelly. While leaving out the fact she has a key she told them that there is a path that leads outside the village, and as long they follow that path they will eventually reach Lord Nightmare’s Mansion. Moments later Shining met up with them as well and told them he was given a personal map that will help lead them to the mansion. However, much to his surprise he was told that Pinkie found a way to get to the mansion as well, but instead of questioning how Pinkie got a hold of this simple information he decided to go with her suggestion. Unfortunately, that did not stop the others from questioning what the personal map does, but Shining told them that he will explain it when they start walking down the path. After partying for a little while longer the group took their leave while saying goodbye to their new dead looking friends.

Once they started walking the path Shining explained how the map works. He told them the arrow that is showing on the map is telling them which direction to go in order to reach their destination which in their case is following the path Pinkie told them about. He also explained that the map only shows their current location and the blue dots are themselves.

“Now that’s one heck of a find Shining,” said Applejack

“Indeed I never knew such a thing existed. Although…I wish it wasn’t so shabby looking,” Rarity added.

“I’ll admit it is an interesting find, but I have one question…where did you procure such an item?” Luna asked.

“I got it from this strange hooded being that was at the party. He or she gave it to me when I told it that we’re saving my sister.”

“Really, that it? You just asked it and it gave this item to you?” Luna said with a confused look.

“Pretty much, but that’s not the strange part. When I assumed the being is a nightmare it told me it wasn’t, but instead it told me it was an observer.”

“An observer? What in tarnation is that?” Applejack questioned.

“I don’t know; your guess is good as mine. What about you Princess Luna do you know what an observer is?”

“Unfortunately, no we have no records of such beings in equestrian, but it could be possible these beings exist in this world.”

“I guess we’ll cross that bridge when we get to it then,” said Applejack

“Agreed,” Shining added.

After the conversation the group continued along the path. However, after walking for a few hours the map Shining obtained from the observer started to make an alarming sound

*WARNING!!! WARNING!!!*

The map screamed out causing the group to stop in their tracks and investigate the map. When Shining pull out the map and opened it the map stopped making the noise, but instead it showed a large red dot on the map heading towards their direction.

“Uhh…Shining if the blue dots are us then what do the red dot’s represent?” Pinkie asked somewhat nervously as the ground beneath them started to shake.

“Well since the blue represents friends and allies. I believe it’s safe to assume that whatever the red dot represents is not friendly,” Shining responded as the red dot inches closer to their position and the shaking grew worse.

“Yeah and the size of that dot tells me that whatever it is. It’s huge” Applejack added.

However, not long after she said that the cause of the shaking earth revealed itself to them. Breaking through the dried out wasteland was a colossal serpent that went over their heads and back into the earth with its remaining length following suit. The group remained awe struck for a moment before Pinkie notice something appearing on the map.

“Hey Shining your map is writing something out!”

“Huh? Hey you’re right!”

“Well what does it say?” Applejack said impatiently “Because I don’t know if ya’ll notice, but that giant whatever it is, is coming back!”

“Hold on the words are becoming clear…”

Grand Wyrm of the Wastelands, Durge

Feared by: 134,500 people and counting.

Level: 46

Resist: Dark, Earth

Weak: Light, Water

“What the heck? What’s all this stuff?” Applejack said in confusion.

“I don’t know!” Shining shouted in panic as the serpent grew closer and closer.

Luna gazed upon the words and quickly figured out what it meant, “I know what the map is telling us,” she said as her face grew a smile.

“What does it mean Princess Luna?” Shining asked in desperation.

“The map is telling us all we need to know about the giant serpent!”

“It is?!” exclaimed everypony in shock save for Luna.

“I’ll explain later, but first we have to deal with this nightmare!” she shouted as the serpent broke out of the ground showing its head. The serpent itself is grey in color, but it also seems to have strange markings of its own colored in black. Also the eyes of the serpent seem to glow yellow in anticipation of its next meal, and once it let out a mighty roar the group steady themselves for a fight.

Chapter 13: It's a Giant Wyrm!
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Masks Lie and Nightmares Never Die

Chapter 13: It's a Giant Wyrm!

“Everypony get close to me!” Luna shouted as the Serpent lunged at the group. Everypony did as the princess asked and jumped next to or on top of her. Acting fast, the lunar princess quickly teleported the group out of harm’s way as the colossal serpent crashed into the dirt. A few seconds after the beast made impact the group reappeared a fair distance away from the impact zone, taking breathes of relief as the serpent began burrowing itself into the ground. Luna herself was surprised by the sudden attack, but was glad that she was able react in time.

“I everypony all right?” she asked.

Everypony nodded as they looked on as the last of the serpent disappeared beneath the ground. However, they knew it wasn’t done with them yet. Any predator that starts off their attack without warning isn’t going to give up so easily. Luna channeled her magic to her horn and began to move her head side to side in a sweeping motion. Not surprisingly, she picked up the large nightmare as it was moving underground.

“That’s not good.”

“What is it Luna?” Shining asked.

“It’s waiting for us to make a move.”

“It is? Why?”

“The varmit can’t see us while it’s swimming in the dirt. I remember Twilight spouting out once that there are some creatures that can sense movement,” Applejack added.

“Indeed, but as long as none of us make any movements then it won’t know where we are,” Luna said.

“Then what do we do now? I don’t want to stand here all day, we need to do something,” Rarity said.

“Well as long as we’re standing here we can form a plan, but uh…does anypony have any ideas?” Pinkie added.

Luna began to rack her brain, clearly they cannot take that thing on head on, and it was impossible to reposition themselves as they can’t leave this spot without instigating an attack from the nightmare. Its mouth can cover a wide range, so running is out of the question. Flying is a possibility, but the only one that can do that is Luna herself. In addition, there is a chance it might sense the air pressure the moment she takes off. After some more brainstorming Luna developed a plan, it was risky, but she’s going to have to spend some magic in order to bait the nightmare.

“I have an idea,” she said finally as she got the attention of her allies, “We’re going to bait the nightmare into coming out and in order to do that I’ll fire a magic missile as far away from us as possible.”

“I see now, once the magic explodes in that location then the nightmare is going to attack that area!” Shining exclaimed.

“Exactly, once it’s baited out then we’ll have an opening.”

“An opening for what?” Rarity asked.

“We’re going to ride that nightmare!”

“Excuse me what? Am I hearing you right princess? We’re going to ride that varmit?” Applejack said with disbelief.

“Sounds like fun!” Pinkie added.

“It’s crazy, but due to the size of the beast we’ll have to bring the fight to the monster if we’re going to survive this encounter,” Luna began to charge her magic in her horn, “I suggest that once we teleport onto the monster that we hold on for dear life as there is no doubt it won’t notice us as it burrows back into the ground.”

“What about the dirt? Won’t that push us off anyway?” Rarity said.

“I got you covered there, shield magic is what I’m good at,” Shining responded quickly.

“Now is that settled, I suggest you prepare yourselves!” Without warning Luna fired the magic missile out of her horn. The arcane projectile flew a great distance away from the group before falling down and exploding on the ground. At first nothing happened, but then the ground began to shake before suddenly a large mouth erupted from the dusty earth wide open and eager to consume prey. This was the opening Luna was hoping for as she quickly teleported the group just as the creature reached the peak of its underground lunge. Before the nightmare knew it, the group was sitting pretty on top of its flat head.

“Did it work?” Applejack asked as she looked around their new surroundings.

“Yes, but surprisingly the creature isn’t going back into the dirt as I thought it would.”

“It doesn’t seem to know we’re on top of its head,” Shinning added.

“I think that’s because it’s looking for us,” Rarity said.

“You may be right, it hasn’t moved since we teleported onto it,” Luna said as she took a couple of steps forward on the monster’s head, but after taking a test trot the creature shook a little. This surprised everypony, but after a few moments of waiting nothing happened, “That was a close one.”

“I’ll say, this big snake nightmare thingy must think we’re some small itch or something,” Pinkie added.

“If that’s the case Pinkie, I hope that it doesn’t need to scratch this spot as the last thing we need is a rub down,” Applejack said.

“Well as long as we’re here maybe I can influence the creature to help us? This nightmare we’re on is a high leveled one, many people fear this creature in the waking world and that is the reason for its power and size.”

“Wait…so the more ponies fear one specific nightmare the more powerful that nightmare becomes?” Shining said with confusion.

“That is how nightmares work Shining Armor. They feed on fear and grow in power because of it. This creature is merely a shadow of the actual beast or idea that spawned it. As long as we don’t fear the beast we should be fine.”

“Wait there is different levels of nightmares?” Rarity asked, “How many levels are there?”

“There are several categories, but I’ll explain this another time. First let’s see if I can get it to listen to me,” Luna began to channel her magic again and this time she pointed her horn to the creature’s head and began to flow a soft flowing beam into the creature, “Oh great beast of the wasteland…listen to me. We wish to cross the wastelands and we’re hoping that you’re willing to take us to our destination.”

Once she was done speaking her message the creature’s head began to move. It was confused by the sudden message Luna gave to it. The group hanged on for dear life as the creature looked for the source of the voice that spoke to it. This wasn’t the reaction Luna was hoping for as the beast grew angry and aggravated from pure frustration.

“Luna, I don’t think the nightmare wanted to listen to your message!” Shining yelled before putting up a shield as the serpent began diving down into the earth.

“It must be too strong willed! Mental suggestion only works if the willpower is far weaker than average. It must be a proud nightmare!”

“I didn’t think a wild animal would have a sense of pride! This is crazy!” Applejack shouted as she and Rarity held on for dear life.

“Weee!!!” Was all Pinkie had to add to the situation as the group finally hit dirt and already the group found themselves sliding slowly away from the head of the creature.

“Ergh!!!We better think of something fast or else we’re going to slide off and get buried by tons of dirt!” Shining shouted as he strained against the force of the impacting dirt.

“We need to force it to surface! A little jolt of magic to the brain should be enough to do the trick, but if I overdue it then I may accidently destroy the nightmare.”

“Isn’t that a good thing?” Applejack said.

“Not when you have over tons and tons of dirt over your head!” Shining yelled.

“This is going to be difficult with all the shaking, as I need precise aiming and control in order to do this correctly.”

“Just do it!” Pinkie shouted, causing the princess to snap into action as her horn glowed with magic.

Carefully, she emitted a small beam like pulse into the creature and in response the monster violently shook as it felt the signal like beam enter its brain, “Not strong enough…” Luna tried again, but with a stronger pulse and in response the nightmare began to corkscrew through the dirt which not only threw off the princess’s focus, but also had the others tumbling around in Shining’s magic bubble shield. The colt in question was doing his best to keep the shield grounded to the nightmare, but found his power waning as the extra effort drained him faster than holding up the shield itself.

*Whoaoahhh!!!*

“It’s going nuts!” Applejack shouted among the small declarations of pains as she both friend and shield wall.

“You could say that again!” Rarity added.

“This would be more fun if I wasn’t smashing my face into everypony!” Pinkie exclaimed before slamming into Luna who despite the impact held strong against the g-force.

“Hold strong my ponies! Just one more pulse should force this nightmare to surface!” Luna shouted as she charged up one more pulse and fired it into the nightmare’s head. As she expected, it was the last shot she needed as suddenly the direction of the serpent shot upward. Everybody held on for dear life as the monster finally shot out of the dirt and the darken skies on the Nightmare World can be fully seen again. At the same time, Shining’s magic shield finally expired and everyone was thrown off the wild serpent. Thinking fast, Luna teleported everyone back onto to the ground in order to avoid hitting the ground hard. Once on the ground and away from the monster the group took the time to gather themselves as they watched the monster thrash about in the distance.

“Is everypony okay?” Luna asked as she watched the nightmare carefully; hoping that it isn’t preparing for a counter attack.

“I’m fine, but I think my brain still rattling from that crazy rodeo,” Applejack said.

Luna looked over to Rarity who was dusting herself off, “A little bruised over here, but we’ll be fine Luna. Right Pinkie?”

“Everything is won’t stop moving…” Pinkie said as she clumsily walked around.

“What about you Shining?”

“Don’t *gasp* worry about me. I just need to take a breather!”

Luan gave a sigh of relief as she returned her attention to the nightmare as it too recovered as it slowly got up and turn its head at the group. Luna could feel the hate emitting from the beast as it flashed red for a moment before giving out a deafening roar that warped into a disturbing scream. Everypony had to cover their ears to lessen the volume of the scream, but did little as the nightmare’s head spilt open to reveal its true nightmarish form; a multi eyed being with a rotating spilt mouth filled with razor sharp teeth.

“You got to be yanking my chain! That thing has another look to it?!” Applejack shouted.

“A much more disgusting look if you ask me,” Rarity added.

“That’s a nightmare’s true face, the most powerful form it could take at this time. Stay here, I will deal with this creature personally,” Luna said as she walked off to face the monster alone. The other ponies were unsure about this decision, but let Princess go as they guessed she has an ace up her sleeve.

“Go get ‘em princess!” Pinkie shouted out before falling to the ground.

Luna smiled to herself as she heard Pinkie’s encouragement. The monster eyed her as she took to the air and flew up to the monster. Her brows are furrowed and her mouth was frowning, she was completely disappointed with this creature, “Great Nightmare! I only asked for your cooperation, and compassion in helping us reach our destination, but instead you attacked us and in turn forced us to retaliate! Now here we are, and as the Princess of the night I’ll here by hand out your punishment personally!” As Luna finished talking the nightmare was already upon her with its mouth wide open and ready to consume her whole in one bite. However, the mare just sighed to herself as her vision went dark when the light of the land was blocked out by the monster’s closed mouth, “You don’t even plan on listening to me don’t you? Fine, let me show you why I was given this title in the first place.”

Channeling her magic Luna took a couple of calming breaths before releasing a wave of magic that both pushed the monster back and forced it’s mouth open. As light returned to her vision, the princess was greeted with a rain of broken teeth; a result from her large magic pulse wave, “YOU WILL LEARN RESPECT WYRM!” Luna shouted in her old canterlot voice before flying at the monster with great speeds. Immediately she began to fly around the nightmare and bombarding it with high powered magic beams and blasts.

The nightmare tried snapping at the flying mare or falling on her, but such tactics proved to be ineffective due to her smaller size and quick maneuverability. To the spectators in the distance all they can see is the real life equivalent of a giant monster movie as the Princess flew around a like a fighter plane. Some of them winced as she managed to blast one of the monster’s eyes which caused it to roar in pain. Seeing that it was losing the battle the wyrm tried to burrow in the ground again, but Luna wasn’t done with the serpent yet.

“WHERE DO YOU THINK YOU’RE GOING? YOU HAVEN’T BEEN PUNISHED ENOUGH!”

Using magic based telekinesis, she grabbed the colossal nightmare by the tail and with some effort managed to pull it out of the ground. She let it go after yanking it out and as a result it caused the spectacle of an oversized nightmare to be sent flying through the air before landing on the ground with an earthquake inducing slam. Everypony was stunned by the power of the princess as she dived bombed the monster and essentially dive kicked the once intimidating beast in the stomach so hard its head and tail popped up from the force of the impact.

Luna then proceeded to jump and slam onto various segments of the nightmare’s body. Each impact was backed up with magical force which added to the overall damage. She continues to do this until she reached the head of the monster. Once she did, she made a mighty leap into the air before doing a flip and dive bombed the creature with the speed of a comet. It all happened in a flash and before anypony knew it, the nightmare was gone and the only thing that was left of it was an oversized crater in its place.

Everypony stared mouth agape and eyes wide open as the lunar princess flew out of the crater and calmly walked towards the group while wiping off some dirt from her body, “Sorry everypony I lost my temper for a bit there. Are all of you okay?”

“Y-Yes, but Princess Luna I didn’t know you had such power within you!” Shining managed to say.

“Oh that? Yes, my sister and I are very powerful, but we seldom use our power unless we really need to. As you can see before you, the results can become a bit messy,” Luna looked back to the lake sized crater and rubbed the back of her head, “Probably the same reason why Canterlot so easily fell to the changelings despite my sister’s presence. Not only did they surprise her, but she also held back to avoid causing collateral damage to the kingdom.”

“That…explains a lot,” Pinkie said.

“Now that I think about it, you princesses hold a lot of magical power. If this what you and Celestia can do without restraint then I can see why you hold back so much,” Applejack added, “I mean, the entire kingdom must be nothing but stacked cardboard to you two.”

“Well that is one way of putting it. My sister and I are among the most powerful ponies in equestria, but it doesn’t mean we’re infallible as our track record shows.”

“Yeah, there is discord after all. I can imagine that crazy mish mash of a man giving you two a hard time,” Rarity said.

“Indeed, it was only through training and practice that we have reached this level of power. Becoming an alicorn only just boosted our power further.”

“Wait if becoming an alicorn makes you more powerful, then how much powerful is Cadence? How powerful is Twilight?” Shining asked.

“Uhmm…as for Cadence, all I can say is that she can easily make sure you wouldn’t be able to find love again if you break her heart.”

“Yikes…good thing I don’t plan on doing that, but my masculinity has taken a hit from that fact. What about Twily? I mean I already knew she was gifted, but how much powerful is she now?”

“I don’t know,” Luna said as she earned puzzled looks from everypony, “Twilight has been a mystery for my sister and I as we watched her progress so far. As of now her body still needs to adjust to its new state as an alicorn which made it hard to read Twilight Sparkle’s current magical power. However, I do remember my sister saying that she holds great potential so take that as you will.”

“That’s crazy, so Twilight is pretty much a wild card at this point?” Applejack said, slightly stunned hearing this from the lunar princess.

“Indeed, makes me glad that my own darkness possessed you Rarity and not Twilight herself. Er, no offense.”

“None taken your highness, but it does beg the question what Lord Nightmare wants with Twilight,” Rarity said, “Considering that he gave us the run around just to give us back Applebloom, Spike, and Fluttershy before taking Twilight is raising a lot of alarms.”

“Which is why we don’t have time to lose. Shining, does that map still point us to Lord Nightmare’s mansion?”

The white colt eyes widen with realization as he used his magic to pull out the parchment and open it up. Thankfully, the display still showed them which direction and as if to add to fortune it would seem that the wild wyrm ride knocked off many miles off their journey to the mansion.

“Look likes we’re much closer to our location. Believe it or not, that Wyrm may have unintentionally helped us,” Shining said as he pointed out the distance marker on the map.

“Interesting, we only have five more miles to travel in order to reach the mansion,” Luna said as she looked up from the map and tried to spot the mansion in the distance, but was unable to see it.

“I can’t see it!” Pinkie shouted, “Is it invisible?”

“Perhaps, but for now we must rely on the map for guidance. Not only it can lead the way, but it also can help us spot any threats coming our way.”

“Yeah, the last thing we want is to run into another nightmare of that size again,” Shining said, “Just what level of nightmare was that thing?”

“A high grade nightmare.”

“No surprise there. If I ran into the varmit in real life I probably having nightmares of it too,” Applejack said.

“Indeed, these kinds of nightmares are powerful, but if I were to compare it to Fear…there is no contest. The nightmare brother himself I believe could have easily defeated this nightmare with low amount of effort,” Luna’s words held great impact among the group as they stared at her with horror.

“So that horrid monster…that violently grabbed my neck. Can easily take that giant serpent with little difficulty?” Rarity said while slightly trembling.

“As I said, nightmares take various forms. Bigger doesn’t mean stronger and which is why we should avoid running into them as much as possible. One brother is a problem, but should we run into all three of them plus Lord Nightmare then we might as be serving ourselves up on a silver platter,” Nopony said anything after this. It was a terrifying and awful fact the ponies had to deal with. It was an inescapable truth, but this will not deter them from saving Twilight. They need to outsmart them and in order to do that they need a plan. This is something Luna knew as well, “But we must not be discouraged by this. Overwhelming odds or not we must save Twilight, but we cannot do this by simply rushing in. We must be smart against our enemy if we’re going to succeed, so as we walk towards our destination we must figure out a plan. We’ll pool in what we know about the enemy and perhaps we can give ourselves a fighting chance.”

Nopony argued with her logic and as they looked upon her they held faces filled with determination. Nothing was going to stop them from saving Twilight as they all began to walk towards their destination. Powerful nightmares or not, they’re going to get her back or break themselves trying.

Chapter 14: The Problem in History and The Present
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Masks Lie and Nightmares Never Die

Chapter 14: The Problem in History and The Present

In a forest away from the noise from the city…two figures one male who seems to be in his twenties and a young girl walk down a path like they have many times before, conversing about a certain problem in their life.

“Mother? Do you know why your parent’s can’t see me?” spoke the tall male figure.

“Desmond I don’t know why mom and dad can’t see you. It’s as much a mystery to me as to you,” responded the young girl.

“That’s unfortunate; I would love to talk to them face to face.”

“Desmond, please don’t be sad. We will find a way for my mom and dad to see you.”

“That will be the day,” Desmond said with a hint of sadness.

“Aww… let’s not worry about that right now. Look!” the young girl said as she pointed to a bird perched above them, “It’s a robin!”

Desmond looked at the bird with interest. Though, moments later the bird looked back in his direction surprising him, “Mother did you see that? It can see me! The robin can see me!” he said in excitement.

“I noticed, and look it’s flying towards you!” True to what she said the robin flew towards Desmond and perched itself on his hat.

“Whoa! Ha ha ha! Looks like I made a new friend,” Desmond said as he took off his hat to see the bird, “Hello there little one I see you taken an interest in my hat,” The bird chirped in confirmation, “Well you don’t suppose I can have it back now?” he asked kindly. However, the bird shook its head in response to the question, “Oh? Why not?” Desmond asked while unaware that his mother is doing her best to avoid bursting into laughter. The bird chirped in sequence while moving its wings to help better explain what it’s trying to say. “Oh? You’re saying that you need my hat in order to attract mates?” The bird chirped in confirmation, “Oh my…I’m afraid to tell you this, my little friend, but this hat is too big for you,” Desmond said, causing the bird to droop in disappointment, “…However, if you give me back my hat I promise to make you one to fit your size,” The bird pondered for a moment before nodding it’s head and flying off the hat only to perch itself on Desmond’s shoulder, “Well I suppose that’s a better place to be for now, but since you gave back my hat I believe it’s my turn to live up to my promise,” True to his word Desmond gather materials from the forest around him grabbing a twig, a pebble, a flower, and a small pile of dirt. Desmond’s mother and the bird became confused with the materials he gather only to be surprised when he placed the materials inside his hat and shook it around causing a strange glow of light to emanate from where he placed the items. When the light faded, Desmond reached into the hat only to pull out a small version of his top hat embroider with a small jewel placed in the center of a flower, “Here you go my little feather friend,” he said with a smile as placed the small top hat on the bird’s head. The bird chirped in excitement as if it’s trying to say thanks, “Ha ha you’re welcome. I’m sure now you won’t have a problem finding mates now,” The bird gave one more chirp of thanks before taking off leaving Desmond and his mother by themselves once again, “Well…aren’t we eager?”

“Desmond how did you do that?!” his mother exclaimed in astonishment.

“Honestly mother, I’m not one hundred percent how it works, but I discovered I can create things by placing materials or objects in my hat.”

“Whoa, that’s cool!”

“But wait there’s more! I also learned that this trick can make old objects look brand new!” To prove his claim the man pulled out a rusted out coin and tossed it into his hat. Again a light came out of the hat and once it faded away he took out he coin and it was all shiny and clean.

“Desmond that’s amazing!”

“I know right?”

“You think you might have more secret powers then those?” she asked.

“I cannot say for sure, but I can say it’s a possibility. You did create me after all.”

“Yeah the possibilities,” Desmond’s mother trailed off as she imagined him using a magical beam that creates cute animals.

However, Desmond himself feeling awkward in the silence spoke, “So uh…mother what we should do now?”

His mother hearing his question snapped out of her daydream, “We should explore the forest some more and see what other animals can see you Desmond.”

Desmond nearly forgetting the fact that something else beside his mother can see him leap at this idea, “That’s an excellent idea! And who knows maybe I can make some clothes for the animals too!”

Desmond’s mother giggled, “Sure why not,” she said with a smile, “I mean I always wanted to see a squirrel in a tuxedo and a rabbit in a dress.”

“Hey…let’s not get ahead of ourselves mother. I mean I’m not sure that’s what they’re going to want when I ask.”

“Well I bet yah five gold pieces that one of them will want a tux and a dress.”

“I’ll gladly take that bet.”

The two continued to walk down the forest path talking and conversing on what the animals might want in turns of clothing before finally laughing together on how ridiculous they must of sounded. Time passed as the two met a variety of forest creatures wanting different types of clothing. Unfortunately, for Desmond’s mother none of them wanted a dress or a tuxedo which in turn made her worried that she might lose the bet she made. However, just before they saw the exit to the forest they heard a cry for help.

“Help, Please anybody help!” pleaded a voice.

“Joseph?” Desmond’s mother said in confusion, “What’s he doing here?”

“Joseph? Mother who is this Joseph?” Desmond asked curiously, but before she could answer his question a terrible roar was heard.

*Roawww!*

Hearing this, cause the duo’s eyes to widen as they recall only one creature in the forest that can make that kind of roar, a bear. Not wasting time the duo made haste through the forest until they reached the source of the pleading and roaring. They ended up in a clearing in the forest only to see a brown bear towering over young anthropomorphic rat with fear written in his eyes.

“Joseph!” shouted Desmond’s mother unwittingly catching the bear’s attention.

*Roawww!*

“Jocelyn run! Go find help!”

“No! I won’t leave you!”

“Don’t be a fool just run!”

“Don’t worry about me. Desmond’s here with me”

“Are you serious?! You’re imaginary friend can’t help in this situation!”

“Just watch him. Desmond find a way to calm the bear!”

“On it!” Desmond responded as he quickly ran up to the bear quickly holding it in place.

Seeing the bear struggle with an invisible force had Joseph dumbfounded, “What the…?! The bear is struggling?! How?!” he exclaimed in confusion.

“How about you stop questioning it and get over here!” she shouted causing Joseph to flinch and quickly scramble to where Jocelyn was standing.

“How are you stopping the bear?!” he asked.

“Not me, it’s my son Desmond.”

“Son?”

“Well he calls me his mother, which isn’t wrong since I did create him, so I felt it would be appropriate to start calling him my son.”

“I find that weird on so many levels.”

“Well it’s the same weird that’s saving your butt right now, so be quiet!”

“Eeek! Yes ma’am,” Joseph said while looking down towards the ground.

While his mother was having mini conversation with Joseph, Desmond was having a conversation himself with the bear, “So…I guessing that young err… rat upset you somehow am I correct?”

*Roaww!*

“I see…”

*Roaw Roaw!*

“Really? That’s what this is about?”

*ROAWWW!!!!*

“Okay okay geez…Look I’ll cut you a deal.”

*Roaw?*

“I can make you a new one just bring me the supplies and you’ll have back good as new.”

*Roaw?*

“I promise. I’ll wait here.”

Once Desmond said that the bear calmed down, when the bear relaxed Desmond let it go, which in turn quickly ran into the forest.

“Whew! Now that the bear is gone we can finally leave,” Joseph said with relief.

“No, we can’t leave yet,” responded Jocelyn, “Desmond made a promise to that bear, so we have to wait for the bear with him.”

“Are you crazy?! That bear tried to kill me and now you suggest we wait for it to come back!?”

Nothing but silence came from Jocelyn as she looked at the last direction where the bear went off. Desmond quickly explained the bear’s situation to her as Joseph tried to get her attention.

“Hey are you listening?!”

“Joseph… Desmond told me you did something to upset that bear. What did you do?” she said in a menacing tone.

“I didn’t do anything! That bear chased after me after I accidently knocked down this weird looking scarecrow thing outside its cave.”

“Scarecrow? Why would a bear have a scarecrow?”

“That’s what I like to know!”

“Well the damage has already been done. Just be glad my son Desmond has the power to fix it. Although, one thing still bothers me”

“What would that be?”

“Why were you in the forest to begin with? I know you Joseph you’re not the type to wander off from the underground considering how my people treat your people.”

“Oh! Uh…well I just saw you walk into the forest by yourself err… I mean with Desmond and I thought well…you wouldn’t mind me coming along.”

Jocelyn mentally smiled at his answer as she already figured out the real reason why he followed her.

Moments later the bear returned with a pile of leaves in its paws and dropped them in front of Desmond, “Is that it?” he asked confused. The bear shook its head in response and turned around to pick up a piece of rope it brought along with the leaves, “Well it looks like I lost a bet,” Desmond muttered under his breath, “Well let’s get started shall we?” he said as he gather the materials into his hat and shook them up. Once the light faded from the hat Desmond reached inside his hat and pulled out a green strap dress with leaf patterns at the edge of the skirt, “And it is done milady,” he said with a respectful bow. The bear simply smiled as a bear can and took the dress in its mouth and ran off into the forest with no intention of returning.

For a few moments there was silence since everyone was still trying to comprehend what just happened, “Ha! You owe five gold now Desmond!”

However, Desmond looked less than enthusiastic when he heard his mother’s voice, “I kinda figured that mother the moment the bear told me she needed a dress.”

“Yeah…about that why would a bear need a dress anyway?” she said, now puzzled by the facts given.

“Actually mother I believe that would be our fault.”

“Really? How so?”

“Well remember we started giving the forest animals clothes for them to wear?”

“Yeah? You’re point?”

“Well the animals now in fashionable clothes decided to throw a ball in a undisclosed part of the forest, and miss bear here wanted to make a dress herself so she can go.”

“Ooohh…so that’s why.”

“However, before she was finish with her dress she told some ruffian crashed into her dress and destroyed all her hard work.”

“Well we have the culprit right where we want him. Isn’t that right Joseph?” Jocelyn said as her eyes focused back to the rat boy.

Joseph on the other hand was still trying to understand the events that happened before his eyes, but there is one thought he managed to voice, “That bear is a girl!?!”

The group finally made it to the entrance of the forest while Joseph was filled in on what Jocelyn and Desmond talked about. “So that bear was angry at me for accidently destroying her dress?”

“Pretty much”

“Wow…no one in my family is going to believe that.”

“It does sound crazy doesn’t it?”

“But not as crazy as your ‘son’!” he said with growing excitement, “I mean I first thought you were going crazy when you first told me your imaginary friend Desmond is now your ‘son’, but now I understand he is real, I just can’t see him!”

“Yeah Desmond and I are still trying to figure out why other people can’t see him, but I can.”

Joseph ponder the reasons why, but could only come up with one conclusion, “Uh…maybe because you imagined him? Isn’t that how imaginary friends work?”

“I thought of that actually, but thanks to our walk in the forest that’s not the case.”

“Oh right…Desmond actually talked to the bear and the bear responded to him. Even though I can’t hear anything from your son.”

“But you saw the dress he made right?”

“How can I not? It just appeared out of nowhere to me though.”

“And that’s all the proof I need.”

“Huh? What do you mean?”

“Joseph, Desmond is able to pull off amazing things that can easily be considered miracles. I believe he is much more than a simple imaginary being.”

“Well…whatever he is we won’t figure it out here, and besides we need to get back to our homes. Our parents will be worried about us…well mostly my parents since my kind is look down upon here.”

“Yeah…I wish it wasn’t this way though. I mean why do my people treat your people like dirt? Aren’t we alike?”

“In some ways we are, but other than talking and walking like humans, our appearance of a rodent keeps us apart. My people are even considered filthy animals that carry diseases ever since that incident that happened fifty years ago.”

“I learned about that in school, but all the books told me it was the Ratcyst’s fault for the Black Death outbreak.”

“Ratcyst? Is that what they are calling us these days?”

“Unforunately.”

“Tch, like it even matters it wasn’t even our fault that the Black Death happened in the first place.”

“Then tell me your people’s side of the story”

“Well…according to the elder who was told by the elder of his generation one of our fellow NOMATS… came home to us complaining that one of the humans sprayed him with a strange liquid at first they thought it just another sign of disrespect, but after a few days passed the same Nomat complained of itchiness all over his body. They had our best doctor check the problem a found fleas all over his body. The doctor came to the conclusion that the liquid he was sprayed with attracted them. As a result the rest of the Nomats decided he should quarantined until it clears out, but after a week has past they found him dead. The scene itself was too gruesome to describe he says, but he does tell me that the black splotches around some areas of his is the tell tale sign of death itself. Eventually others fell ill as well with similar symptoms which resulted in a mass outbreak among our kind. Our living conditions didn’t help either resulting most of the uninfected Nomats to flee our home in order to save themselves. The dead were burned in a fire in hopes that it will stop the infection from leaving the bodies and infecting humans, but they were wrong. Before we knew it the infection made its way to the surface and started to infect the populace above resulting in numerous deaths almost matching our amount of dead.”

“I knew the Black Death was horrible event that left a scar in our city, but I didn’t know your kind was the first to suffer from the outbreak.”

“I just glad I wasn’t born when it happened, but I feel bad for the elder though.”

“Yeah, it must have been horrible to see everyone you know die such a horrible death.”

“Thankfully the cause of Black Death was indentified it was from the fleas whom were infected with it first along with the general sanitation of the city at the time which honestly was pretty crappy, no pun intended.”

“Huh, I didn’t know that maybe that’s why a lot of people I know are neat freaks these days.”

“I think the reason why is because the higher ups didn’t want to let the public know that they were the ones responsible for it in the first place.”

“Wait…are you saying the government was responsible for Black Death?!”

“Partially the Nomats still believe the spraying of one of our brethren was done on purpose, but who would believe a bunch of rat people?”

“I believe you.”

“Thanks, but unless some concrete evidence shows up my people are still consider the perpetrators of the outbreak.”

“Hey maybe Desmond and I can find some evidence.”

“No Joce, please don’t get yourself involved I’m not supposed to get involved either, but I’m hoping that the elder can find a way to clear our names.”

“But what if the elder can’t find a way to clear your names?”

“I don’t know, but please don’t get yourself involved. I heard what happened to humans when they tried to help Nomats…it isn’t pretty.”

With nothing else left to say Joseph left leaving Jocelyn and Desmond with the information he gave them. Desmond looked at his young mother before seeing a spark in her eyes, “Mother I know that look in your eyes you plan on finding evidence anyway aren’t you?”

“Yup.”

“Well can you at least wait until tomorrow?”

“Uh…Yeah I am feeling a bit tired.”

“Good, as your son I worry about you sometimes.”

“Heh, that’s funny, as your mother I should be worried about you sometimes.”

“Ironic isn’t it?”

After having a few fits of laughter from their standings as Mother and Son the duo began walking back to their home to rest for the night.

“Ahhhhh!!!” Twilight screamed as she continues to hold onto Fredrick as they flew through the fungal forest at high speeds with the Lord of Nightmares in questions deftly dodging the giant mushrooms.

“I’m pretty sure you saw friend Rainbow Dash fly at speeds similar to this, but never experienced yourself. Am I right?” Fredrick said.

“Wait your going as fast as Rainbow Dash?!?” The mare exclaimed in surprise.

“Well if you want to get technical I’m flying just a tad slower than her by at least ten notches.”

Twilight hearing the word notches immediately found the panic in her system disappear and replaced with confusion, “Notches? Is that how you describe your airspeed?”

“Well…it’s the best way to say it without confusing myself.”

“So basically you use notches; the word. To describe that the velocity you’re going is ten less than Rainbows fastest restricted speed,” Twilight said with a slight scientific tone in her voice.

“Uhh…yeah let’s go with that,” After few more moments of dodging giant mushrooms Fredrick finally exited the forest showing a change in scenery that caught Twilight’s eye.

What she saw was rows upon rows of flowers of different families with some she could easily recognized such as the rose, violet, and sunflower. But as Fredrick flew closer to the flowers she discovered that there are flowers she haven’t even seen before with unique colors that are quite eye catching with some sporting a black and green color, and another with a bluish white flower with strange dark green patterns on the petals. Fredrick smiled behind his mask knowing that he once again provoked Twilight’s curiosity, “Heh…is there something that caught your interest my dear?” Fredrick asked in gentlemanly tone.

“Actually yes, but it can wait for now.”

“Whatever you say my dear.”

“Quick question, how much farther until we reach the memorial?”

“It shouldn’t be much longer my dear, and if my timing is right my mentor should be maintaining it as we speak. Not many nightmares come to see him you know? Matter of fact he can pretty hard to track down.”

“Yikes you make him sound like a recluse. Is he really that hard to track down?”

“Not really he’s actually quite open to visitors”

“Then why only a few nightmares manage to find him?”

“Remember the maze and the forest we just recently flow through?”

“Oh…right that makes sense.”

“Yeah not many have the patience to wander through maze or the forest to meet with him especially since the only way back is through the forest and maze again after walking through this flower acres or the harvest acres.”

“It does seem like a whole lot trouble to go through.”

“But my mentor does know all that needs to be known in this world and the dream world especially its history, so I guess it’s worth it in a way.”

“And you nightmares do have all the time in the world, so aging isn’t really a problem.”

“Exactly which in case point patience is the key skill in order to find my mentor…well except if you’re doing what I’m doing then that’s considered cheating, but since you’re with me there isn’t really a problem with it.”

“That’s good to know…I think.”

“Hey when you’re the Lord of Nightmares not many nightmares are going to question your motives for your actions.”

“Isn’t that abuse of power?”

“Not really since many nightmares knows the connection between me and my mentor, and many decisions I made for the nightmare race so far has been beneficial for them. And…I could go on explaining all of this, but we are closing in to our destination and I need to slow down.”

True to what he said Twilight could barely make out a statue in the distance as she felt Fredrick slow down his speed in order avoid the dangers of a sudden stop at high speeds. As they got closer to the statue which she assumes is the memorial. She saw that the statue shows one figure which happens to be Desmond giving a piggy-back ride to a smaller figure that Twilight guessed is supposed to be Jocelyn, “They look so happy together. I wonder what happened to them after the civil war?” she pondered to herself. However, before she could think of any possibilities she was snapped out of her thoughts when she felt Fredrick descending towards the ground slowly. It wasn’t long until they reached the ground. Once Fredrick was a fair distance from the ground he retracted his wings causing them to disappear the same way they appeared. With a little thud Fredrick touched down on the dirt road and as soon as he landed he gently placed Twilight on her feet.

“There you go my dear, and thank you for flying with air nightmare I hope you’re satisfied with my performance,” he said with a respectful bow earning a small giggle from Twilight, “Okay enough fun, the memorial should be just down this road, but of course you don’t need me to tell you that since you can see it in the distance already.”

Twilight looked in the direction of the memorial and noticed that it is much taller when she first saw it in the air, but as she looked closely she saw there is a small house near the memorial. She guessed that’s where Fredrick’s mentor stays ever since he gave the title of Nightmare Lord to him.

“Well that’s enough admiration from a distance I say we’ll have a better look at it when we’re next to it,” Fredrick said as he started to walk down the road prompting Twilight to follow him.

However, it wasn’t after a few steps when she suddenly felt the air around her go cold causing her to shiver. Fredrick noticed this and gave another hidden smile, “Ah Paranoia I was wondering when you’ll show up. Do have our guest’s bag?”

“Yes milord I have procured the bag you have asked for,” The nightmare responded.

“Good now give the bag to back to its owner,” Fredrick said pointing to Twilight. Paranoia in response turned to face Twilight and opened up a small portal. Paranoia then reached into the portal and pulled out Twilight’s bag and handed it over to her.

Twilight grabbed hold of the bag as it was dropped into her arms. Once she had secured over her shoulder she looked at Paranoia who did nothing but bow and turned to face Fredrick again, “Is there anything else you need milord?”

“Actually yes send out your son Umbra to pick up the remaining guests, and while he’s doing that I want you to prepare the other guest rooms for our soon to be new arrivals. Okay?”

“It shall be done.”

Shortly after saying that Paranoia melted back into the shadows taking the cold atmosphere he brought along with him.

Twilight raised a brow when she heard that new guests will be coming and decided to ask Fredrick about it, “Uh Fredrick? I like to know who are these new ‘guests’ you told Paranoia to send Umbra for”

“You shouldn’t worry about that my dear. Well…at least not now, but once the other guests have arrived I promise I will explain in full to you my reasons for bringing said guests here. However, for now let’s focus on getting some answers okay?”

“Well at least you promised an explanation so I will let that question go for now, but remember Fredrick I need to know what’s going on or else I won’t help you.”

The nightmare sighed, “I know Twilight, but have faith in me. My actions are questionable at best, but trust in my words when I say I do it with the best intentions.”

“Okay, but it’s hard to trust someone like you if keep up all this cryptic mystery around you.”

“A nightmare is what a nightmare does my dear. Everything will be revealed in time, and besides my hospitality I did not do much to warrant your trust, so you have every reason to distrust me. However, I assure you I’m not as bad as you think.”

“I see that, but you have done a lot of questionable things just to get me here in order to help you to find that star. This is an uneasy alliance at best you know.”

“I am aware.”

“I’m glad we’re on the same page.”

“Still Twilight, I have my reasons for the things I do. I already told you the main important reason why I whisked you away, but did you know there is more to my challenges then you currently know.”

“How so?”

“You see Twilight, a nightmare’s purpose is to challenge the fortitude of would be heroes. We subject those who fear us to these various horrific conditions so they may leave stronger should they succeed.”

“I never thought of that, but it makes sense. So you were testing us in order to make us stronger, but that didn’t happen. Instead some of my friends got hurt, numerous royal guards got hurt, and even I got hurt through your challenges. We left your challenges not stronger, but hurt mildly mentally scarred.”

“That’s because you and your friends failed. It’s a disappointing result as I was hoping that one of you might break past their limits to rise to the challenge, but it would seem that expectation didn’t happen.”

“Break our limits? What do you mean by that?”

“I’ll explain it when we meet up with my mentor. He can clear up any questions that involve our race.”

“Good to know, there is so many questions buzzing in my mind right now.”

“Heh, with us nightmares there is nothing but questions. However, no matter how far you dig you’ll just end up with more questions, heh heh heh ha ha ha ha!”

Twilight gave Fredrick a confused look as he broke out into sudden laughter. It was spontaneous, random, and frankly the mare was simply perplexed, “Uh…okay? Is this some sort of inside joke you nightmares like to share? Because I fail what’s so funny here,” Twilight continue to observe the laughing nightmare as he stopped walking and began to search around his body for something.

“Ha ha ha ha, no! Ha ha ha, where, ha ha, is it?”

Twilight picked up the voice of desperation among the laughter and immediately knew something was wrong, “Fredrick? What’s going on?” In response the nightmare looked at her and to her surprise she saw his normally slow color shifting eye was rapidly changing color.

“Twi-Ha ha ha ha-light! Run!”

She was alarmed by this sudden of events, but didn’t hesitate on running as she made a break for the cottage ahead. As much as she wanted to help Fredrick herself she knew next to nothing how to help him with his condition, but maybe his mentor could help.

“Ha ha ha ha…little girl little girl why are you running?”

A disturbing voice echoed behind her and in turn caused her to run faster, however, it wasn’t enough as Fredrick suddenly appeared in front of her in a cloud of smoke as a glowing red eye stared back at her. The nightmare lord walked out of the smoke cloud, but Twilight could feel that something in him has changed, “F-Fredrick?” The nightmare laughed as he raised his hand and made a ‘no’ motion with his finger.

“Fredrick ain’t home right now little girl, just me and can I just say, what beautiful eyes you have?”

Twilight felt her hair stand on end as the nightmare took slow steps towards her. She attempted to charge her magic for self defense, but quickly realized that she was unable to. Fredrick’s mana block was still in effect, “Stay back…whoever you are.”

“Ah ha ha ha!!! That ain’t happening, do you know how much I waited for a moment like this? To be free again? To spread Terror? I want to enjoy whatever amount of time I have before old Fredrick takes control again. Besides, I want your eyes and I’m not taking no for an answer.”

The nightmare unlocked the lock on Fredrick’s cane and revealed a long blade hidden within it. Twilight stared in surprise as the nightmare gave off a wicked laugh before coating the blade in dark energy and released it in a slash motion.

Twilight gave a panicked cry as she jumped out of the way to dodge the incoming blade strike. However, the nightmare was already upon her as she felt a foot step on her back before flipping her over and forcing her to come face to face with him.

“Man, this body sure is powerful. In no time at all I already have you where I want you.”

Twilight struggled against the nightmare’s pin, but he proved to be too strong and he laughed at her futile efforts to escape, “Fredrick! Fight it!”

“Oh he’s fighting little girl, but it’s not just me. There are many nightmares in this body that want a piece of him. Trust me; he ain’t going to make it in time to save you.”

The nightmare’s words didn’t stop Twilight from calling Fredrick’s name again, but this time something happened. From the eyehole of his mask, blood began to leak out. Which made it look like the mask was crying. This surprisingly angered the nightmare in control of Fredrick’s body as his free hand slammed onto her throat and began to choke her out.

“Oh no! I’m not leaving yet! Not until you’re dead!”

Twilight struggled more, but soon found herself losing strength and consciousness as she was unable to breathe. To make things worse, the nightmare pulled out a dagger.

“As I remove the light from your eyes remember my voice as it will be the last thing you hear as you die!”

The last of her strength faded away as the nightmare said this and just before she lost consciousness she swear she saw a hooded figure right behind the nightmare that was going to gouge her eyes out.

Chapter 15:So Close, Yet So Far
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Masks Lie and Nightmares Never Die

Chapter 15:So Close, Yet So Far

Sometime after the incident, the unconscious bodies of Twilight and Fredrick lay in separate beds. Looking down at the bodies is a white robed being examining them to see if there was any injury he missed on them. Seeing no injury the being sighed with relief before sitting on a nearby chair. Its attention focused on Fredrick as it recalled what it had to do to pacify the nightmare. It remember taking his head and smashing it into the ground to knock him out before taking out one of the medical needles packaged in a small container in the Nightmare Lord’s inner coat pocket and injecting it to his head.

“Fredrick, this is getting dangerous. Not only did you lose control and nearly killed someone, but your actions have obtained the attention of the Dream Fairies and no doubt they’re looking for a reason to oust you from your position. That is the last thing I want for you. Hopefully you or your new friend will wake up and explain to me what has been going on,” The being adjusted himself in his chair as he switch his focus to Twilight, “Speaking of new friends, who are you milady? I’ve seen a couple of equine based nightmares before, but you on the other hand are something more. Hmm…and you’re an alicorn also called a winged unicorn, huh, where did Fredrick find you milday?”

Seeing that there is nothing that can be done, the white robed nightmare stood up from its chair and headed towards the exit of the room. Before leaving the room completely the nightmare looked back at the two bodies before sighing, exiting the room, and closing the room behind them.

After traveling for five miles the pony group sent to save Twilight finally reached the perimeter of the mansion. It was hard to see at first because of the fog that hung around, but as they got closer to the building the group was able to see the tall building behind the gates. However, it was quickly discovered that they were standing behind the building from the gate, “We’re almost there my ponies. We just need to get past this gate and make our way to the back door of the mansion.”

Applejack and the others took a look beyond the gate only to jaw-drop at how far the mansion is from where they were standing, “Almost?! That building is who knows how many acres away from where we are!”

“Well it does seem quite a walk, but we have to persevere for Twilight’s sake,” Rarity added.

“I know that, but it’s still pretty jarring just to see how much ground we have to go through.”

Shining Armor scanned the distance between the gate and the mansion and made an estimate, “It would be at least a week or more before we make it to the mansion. We should have probably packed more food for the trip.”

“As a wisepony once said, ‘The journey of a thousand miles begins with a single step’ so let’s get through this gate!” Pinkie shouted as she opened the gate, “And look it’s not locked!”

The others looked at Pinkie with dumbfounded expressions before brushing it off and following her through the gate. Once they pass through the gate they were met with a rather extraordinary sight. What they saw after passing the gate is a huge statue which depicts a tall man dressed in a ringmaster’s outfit giving a piggy-back ride to a young girl.

“What an odd statue,” Rarity commented as she examined the statue.

“Indeed it does seem out of place in a world like this,” Luna added.

The group walked closer to the statue to only to find a plaque at the base of it. Shining begun to read the plaque, “In honor of the two heroes who saved the Nightmare World from itself; Sir Desmond DreamWalker and Jocelyn Ashmon. We will never forget you,” When he was finished Applejack, Rarity, and Pinkie looked at each other with open mouths of shock.

“Did that thing just say what I think it said?” Applejack said as she looks over to Rarity.

“There is no denying it Applejack this statue is for Sir Desmond and his mother Jocelyn, but the better question is why is a statue of them is doing here?” Rarity added.

“Well it did say it was for saving the Nightmare World from itself, but what does it mean by that?” Pinkie questioned.

Luna and Shining looked at each other in confusion before the mare asked their own personal question, “Um…you know the two beings depicted in this statue?”

“Not really, but we heard the names from a journal Twilight showed us,” Applejack explained, “But other than that this is our first time seeing what they look like…well in statue form at least.”

“A journal? Since did when Twilight acquire it?”

“She told us she found it in her library the day before the Nightmare Brothers first attacked us,” Rarity said.

“Interesting,” Luna said as she pondered why such an object appeared right when the Nightmare Brothers first appeared. However, before she could think about it any further Shining Armor begun to shout.

“Hey there somepony up there on the statue!” he pointed to the being in question who seemed to be cleaning the statue. For a short moment the group discussed among themselves if they should get the nightmare’s attention, but in the end they decided not to as the less attention they brought to themselves the better. However, Pinkie Pie had another plans

“Hey! Nightmare guy! Do you a moment?” Pinkie shouted much to the anger of her friends.

The robed nightmare took notice of the shouting and looked down at them, “Hmm? Oh it appears I have guests I’ll be right down!”

The robed figure jumped off the statue and slowly floated down. It eventually touched down on the ground facing the group and it was only then they can see the nightmare in full detail. Firstly, the most noticeable thing they saw is the bright white robe that covered the nightmare’s body. It almost seems to glow with an ethereal light which was surprising for a nightmare such as itself as under the hood there was no face except for a shadowy apparition in the shape of a humanoid head with two glowing white eyes staring at the group. The ponies could only stare as the being bowed and a clearly male voice spoke.

“Greetings, my name is Boog. I am the caretaker of this statue and the plant life you see over there,” The nightmare then pointed to the overly large hedge maze, flower garden, and tall mushrooms, “I have to say, most visitors take the front door then the backyard, but I suppose we have a gate in the back for a reason heh heh. Anyway who are you people?”

The group stayed quiet as they didn’t know how to answer the nightmare’s question, but Pinkie on the other hand already knew how to greet him, “Hi I’m Pinkie Pie! Master of making parties and bearer of the Element of Laughter.”

“Pleasure to meet you Pinkie Pie, but what about the rest of your group?” Boog asked.

The rest of said group looked at each other when unsure looks, but decided to follow Pinkie’s example as there was no use lying.

“My names Applejack, I help run an apple farm with my family and bearer of the Element of Honesty. Nice to meet yah, I think,” Applejack said while adjusting her hat.

“I’m Rarity, I run a boutique and bearer of the Element of Generosity,” Rarity said with a respectful bow.

“I’m Princess Luna, Princess of the night and co-ruler of Canterlot with my older sister Celestia.”

“I’m Shining Armor, Prince of the Crystal Kingdom. I watch over the kingdom along with my wife, The Princess of love Cadence. Also I’m the brother to the new Princess of Friendship Twilight Sparkle,” Shining finished causing the others to look at him funny, “What? When you think about it I have a lot of titles and I’m just skimming the surface of what I do in that kingdom.”

“Well it’s a pleasure to meet you all, but I have one question. What brings you to the nightmare realm more importantly Lord Nightmare’s estate?” Boog asked as he tilted his head, “As far as I can tell you don’t belong here in the world of sleep. You came here with a purpose didn’t you?”

Out everypony in the group Shining was the first to answer the question, “We’re here because your lord foalnapped my sister!” he shouted causing Boog to recoil a bit.

“Really? That’s troubling, but also ow…you don’t need to yell you know?”

“He’s also responsible for sending the beings known as The Nightmare Brothers which two out of three of them injured countless of our royal guards,” Luna added.

“Yikes, those three are trouble when given the chance to run wild. Sorry to hear that your elite fell to them.”

“Also some of our friends are stuck in some deep sleep because of one of those brothers. I believe his name was Paranoia,” Pinkie also added.

“I see…our lord has been quite a troublemaker hasn’t he? So you plan to simply waltz or sneak into the mansion and try to save this Twilight Sparkle who is very dear to you all?”

Luna narrowed her eyes when Boog said this, “Do you plan on stopping us?”

“No, I won’t stop you, but you must know that this path you are all walking on runs deeper than you think.”

“What do you mean?”

“It’s not my place to say, but your companion Twilight seems to plays an important role in all of this in some way.”

“Uh how?” Applejack asked.

“I don’t know, but if you need to get the mansion I can help you.”

“Oooh ooh is it translocation magic?” Pinkie asked excitedly.

“I didn’t expect you to know what type of magic it is, but yeah its translocation magic,” he confirmed. Boog then started to chant a chant, “Ra na ko na ma se na te pot a sha ne ma kor re na koto wata sha toto Ra na ka na!” when he finished his chant a portal appeared before them surprising the group a bit from its sudden appearance, “Take this portal it will place you at the front of the mansion. Once you’re there knock on the door three times someone in the lobby should hear it and open the door when she asks who you are tell her Boog sent you,” He explained.

“Or we could use this,” Pinkie said as she pulled out a key.

“What?! How did you get one of those keys? Only the nightmare generals have those,” Boog said with surprise.

“Oh a nice skeleton named Skelly gave me this key,” Pinkie said happily.

“I see…well don’t use it.”

“Awww…why not?”

“The nightmare that watches over the lobby will get suspicious if she sees that key. She might think you stole it and call the guards. Trust me, it’s only going to escalate when that happens.”

“Oh.”

“But that key maybe useful later once you enter the mansion, so keep it with you.”

“Oh, well thanks for telling us!”

“So Boog…why are you helping us? Wouldn’t your lord punish you for helping his enemies?” Luna questioned earning another sigh from Boog.

“I wouldn’t be worried about my lord he can be quite…lenient, but that’s enough talk for now if you wish to save this Twilight I urge you to go through the portal.”

“I understand we won’t let your assistance be wasted. Everypony through the portal!” Luna said to the others while they nodded in agreement, and one by one they jumped through the portal until Luna was the only one left. As she was about to go through the portal herself she was stopped by Boog, “Luna…there’s one thing I need to ask of you.”

“What is it?”

“If you manage to beat my lord somehow then please help him.”

“Why?”

“They say the road to hell is paved with good intentions…he’s no exception.”

“I see…I will try.”

“Thank you,” Boog then faced away from Luna signaling her that he said all that needs to say. Luna softly smiled before going through the portal causing it to disappear and leaving Boog all alone with the memorial. Boog then looked up at the memorial with the light of his eyes slightly dimmed, “Desmond…Joce…I wish we could be together again as good friends…” he said quietly to himself as he left for his house planning to check up on Fredrick and the anthro alicorn he brought into his home. Although now he has suspicions about the alicorn’s identity.

Luna stepped out of the portal to join the others. The rest of the group questioned why it took Luna a little longer to meet up with them. Luna answered that the Boog just wanted to talk to her a little bit longer. The group of course was curious what Boog had to say to Luna, but Luna only responded briefly.

“A promise.”

“A promise? For what?” Shining asked.

“It’s not important right now. We should proceed into the mansion,” She said seriously causing all future questions to cease. Luna then walked towards the front door and knocked three times like Boog said. After a few moments the door opened and a headless suit of armor looked out the door surprising the group save for Luna. The armor seems to have a female body, but it was rather hard to tell due to how the armor was made. The armor itself was plated armor made out of steel it also was decorated with a strange insignia unknown to the group.

“Who’s at the door?” Spoke a distant voice.

The armor made some hand signs earning a fit of excitement from the voice, “Visitors?! That’s great! But wait…their not here to cause trouble are they? Hey get me over there let me see them!” The armor walked away from the door leaving the group wondering who the other voice was. A moment later the armor came back, but with a bigger surprise, it came back holding a human head. The head itself appears to be female and its skin is tan in color with short black hair would barely reach shoulders if it had any and finally the head eye color seems to amber, “So what’s your business here at Lord Nightmare’s mansion?” the head asked politely.

“Boog sent us,” Luna responded.

“Boog sent you? What does he look like?”

“A humanoid shadow wearing a white robe.”

“Correct! Alright you’re clear c’mon in!” the head said as the armor beckoned them to come in. Once all of them were inside the door shut behind them suddenly causing the group to flinch and Shining to get his magic ready, “Sorry for the scare, the door always does that for some reason. Honestly, I blame this place,” The head explained calming the group. As the armor got back behind the desk the group looked around the lobby seeing that it’s rather impressive looking. The lobby’s main color seem to be mostly made of red and brown colorations while the tiles on the floor take after more white and dark blue checker scheme. In front of them was a wide stair case that ends up in a split from a painting leading to two separate hallways while to the left and right of them are two more hallways that leads to different rooms.

“This lobby is so…elaborate,” Rarity commented.

“Indeed” Luna added.

“So…where do we go?” asked Applejack.

“That depends, where DO you want to go?” replied the head whom was placed on the counter next to them, “Names Dully by the way, and this walking tin can is my body.”

“Nice to meet’cha dully,” Pinkie greeted excitedly as she went around the counter to shake hand to hoof with Dully’s body.

“Well now don’t we have energetic one?” Dully commented, “But greetings aside what brings you to the mansion? I haven’t seen your kind in quite a while, so what business you have here?”

“Our kind?” Luna asked.

“You guys are Dream Fairies right? I mean you got to be! What kind of horse and unicorns look like you do in real life?”

Luna was confused at first by Dully’s little information exposition, but decided it would be best to run with the misconception, “Yes of course. We are here to meet with Lord Nightmare to talk about personal matters.”

“Oh! You’re a representative? Well…you certainly look regal…uh.”

“Luna, Princess Luna.”

“Oh I see, but I’m sorry to say that our lord currently not available at the moment, but I can schedule a meeting with him later when he comes around.”

“That won’t be necessary Dully. I can take care of them myself,” spoke a familiar voice freezing most of the group in place.

“I remember that voice anywhere, it’s Panic!” Applejack shouted.

“Aw…you remember me. How sweet of you,” Panic said with a sinister smile.

Dully freaked out when the nightmare brother made his appearance, “Sir Panic! I’m honored by your presence. What brings one of the right hand men of Lord Nightmare here?”

“Well my little fraulein a little birdie told me we going to have guests over, but I didn’t think they’ll be here this early.”

“Guests? Explain nightmare!” shouted Luna.

Panic however in response only laughed while wagging his finger, “Sorry can’t tell you that, but since you’re here I might as well ‘entertain’ you while you wait for our lord,” he then took a battle ready stance. Noticing this Dully’s body took her head and hid behind the counter to avoid being caught in the battle to come.

The group readied themselves for a fight, but before they fully prepared themselves the map that was with them started blurting out warning once more. Shining took out the map in question and in turn the map showed statistics like when they met Druge.

Twisted Ringmaster: Panic

Class: Illusionist

Element: Dark

Immune: ???

Resist: ???, ???,???

Weak: ???

Lvl: 70

Feared by: 476888 people and counting.

After seeing the statistic’s Shining cursed under his breath knowing this wouldn’t be a easy fight even with the Princess helping them out.

“Shining what did the map say about him?” Applejack asked.

“Nothing good.”

“It doesn’t matter despite what the map say’s about him I assure you we can still win this fight if we work together,” Luna said attempting to bring their morale up only to earn another fit of laughter from Panic.

“Do you really think you can beat me? You’re nothing but flies in a spider web,” he taunted.

“Still your tongue nightmare my sister and I already beat one of your brothers before. Even though she’s not here with me I still have enough power to put you in your place.”

“Tch, as I recall he still manage to kidnap the baby dragon and besides…he was holding back,” Panic said with a sinister tone.

“What?!”

“Ah ha ha ha!!! Yes! that look of surprise is what I wanted to see! But forgive me…I guess no one has told you yet, but unfortunately mensa you are on your own on that one. So let’s cut the chit-chat…are you ready? Because it’s time for the opening act!” Once he ended his sentence Panic again divided himself to equal the numbers of the group. With small grin Panic spoke one last sentence as he pointed in the direction of the group “Get’em boys!”

Meanwhile back in Equestria, Rainbow Dash, and the others were still at the hospital getting checked since it was miracle that they woke at all considering the nature of what caused their affliction. However, during their stay in the hospital they were left with questions they didn’t have answers to. One, what happened to Grey Suture? He should have been awake along with them, but the staff said he woke up much earlier than them. However, he later disappeared without a trace. Two, who left the bouquet for Fluttershy? Ever since they woke up they found a bouquet of strangely colored flowers next to Fluttershy’s bedside along with a message from a secret admirer. Rainbow also asked the staff if there were any visitors that left it in their room. The staff responded that their friends did visited, but none of them left those flowers there. They don’t even know how the flowers got there in the first place since nopony else entered the room. Lastly, the identity of Fluttershy’s admirer. Although it seems trivial Rainbow Dash had a feeling that the admirer might know something since he managed to get in their room without alerting the staff. Also she’s curious if Fluttershy’s admirer is a good pony or not since she caught Fluttershy staring at the bouquet time after time with a blushing face. This time was no different.

“So…Fluttershy you’re hoping to meet your admirer?” she asked gently hoping not to spook her friend.

Fluttershy jumped slightly when Rainbow asked her question, but she calmed herself and responded, “Sort of Rainbow Dash, but I don’t think its good time to try and look for him.”

“Oh right…the nightmares invading our world thing,” Rainbow said while rubbing her sheepishly.

“But I also wonder if my admirer is a nice colt…I mean this is the first time I ever received a gift from somepony I don’t know, but actually likes me.”

“Well Fluttershy I safely say you and your admirer have one thing in common.”

“Oh and what would that be?”

“You’re both shy.”

“Oh…you’re right Rainbow. If he left his name anonymous I guess he’s just as shy as I am. Although I wonder who he is.”

“Well it isn’t something we need to worry about right now, but speaking of relationships,” Rainbow Dash trailed off as she looked at Nurse RedHeart who was worried for her recent coltfriend Grey Suture who hasn’t shown up yet.

“Oooh where is he? We just started a relationship and right now I don’t want it to end prematurely,” she said as she paced left and right. She continued to mumble to herself causing Rainbow Dash to sigh a bit. Rainbow then looked at Spike and Applebloom who were talking to each other, but what they were talking about she couldn’t hear due the mumbling of Nurse RedHeart. Rainbow let out another sigh now left with nothing to do, but fortunately that feeling didn’t last long as a commotion can be heard down the hall. The group all looked in the direction only to see Dr. Grey Suture running straight to where they are.

Nurse RedHeart’s eyes lit up when she saw him and immediately ran up to him when he reached them, “Grey! You’re alright!”

“I’m glad to see you too RedHeart. Sorry I wasn’t here when you woke up, but I had some important business to take care of.”

“What kind of business?” Applebloom asked.

“Princess Celestia type of business, she told me that our friends went to the Nightmare Realm along with Shining Armor and Princess Luna,” He explained causing Rainbow to immediately invade his personal space.

“What?! Really?”

“I never been more serious in my life.”

“How did they get in there? I want to help fight these nightmare freaks too”

“The Princess told me she used some sort of strange glowing powder to create a portal to their world.”

“What are we waiting for? Let’s get to Canterlot already!”

“Why do you think I’m here for? I already signed your release forms and a royal guard chariot is waiting for us outside. All I have to ask is whose coming?” Everypony raised a hoof in the air save for Spike who actually has a hand, “Why do I even ask?...Okay! Everypony to the chariot!” he shouted as the group began running towards the exit. Once they exited the hospital they hopped on the chariot and immediately take to the air. It wasn’t long until they reached Canterlot castle.

The group once they landed quickly made their way to the throne room. Once they got through the doors they were met with presence of Princess Celestia who currently sits on her throne. Her face lit up when she saw them, “Thank you Grey for bringing them here,” she said with a small smile.

“It’s is nothing your highness, for I too wish to help our friends and your sister in any way I can,” Grey said with a bow.

“No need for such formality Doctor. You may speak to me normally.”

“Okay then Princess whatever you say.”

“Did you tell them why they’re here?”

“Uh…more or less.”

Celestia gave out a sigh of frustration, “I suppose not…but let me summarize. I send my sister, Shining Armor, and three of your friends to the Nightmare Realm in order to rescue Twilight from this Lord Nightmare and his cronies The Nightmare Brothers. However, I fear what would happen should they run into said brothers together.”

“What do you mean? Your sister should be strong enough to deal with at least one of them,” Rainbow Dash asked.

“Only if that were true.”

“Huh? Wait are you saying that she isn’t that powerful?”

“Not exactly. Luna can handle her own with certain level nightmares, but as you recall we fought Fear and we had no choice to go all out on him. While we did defeat him, he wasn’t completely incapacitated. What makes it worse is that it was only a fraction of that nightmare’s true power.”

“Wait what? Fear was holding back”

“Unfortunately yes, and I fear the remaining brothers we’re going easy on you on your first encounter with them. I fear to imagine how powerful their Lord is as well.”

“You got to be kidding me! Is there any way we can beat them?”

“There are only a few ways to beat a nightmare. The light of the sun is the most well known and effective way to banish a nightmare that hasn’t returned to the world of sleep. The other methods are not as well known as using the sun, but they just as effective.”

“What are the other methods?”

“One is a plant call nightmare’s bane. Burning this plant can ward off nightmares and if they breath too much of the incense from the plant it could cause them to fall unconscious or even die. The second method is the use of a dream catcher. Dream catchers as you know supposedly capture nightmares so only good dreams can pass through, but what you don’t know is that if a dream catcher is used in the world of sleep it can become any tool you can imagine leaving it as the most versatile option available to fight nightmares. And finally the last method is magic, but not just any magic Dream Magic.”

“Dream Magic? What’s that?”

“Dream magic also known as your imagination is a natural magic anypony can use regardless if they are unicorns or not. However, this magic is tricky since it only works if you entered the dream world via sleep, but if done right it can be your most powerful weapon against nightmares since you would be able to create anything you can imagine and use it as a weapon.”

“Oh yeah like when I had that nightmare from Luna’s nightmare when I thought I couldn’t fly anymore, but thanks to my friends I was able to overcome it.”

“Precisely Rainbow Dash.”

“Well now that we know the methods I still have one more question.”

“Oh what would it be?”

“Do we even have any Nightmare’s bane or Dream catchers lying around? Also what would happen if we fall asleep in those nightmare guys world?”

“That was two questions Rainbow Dash, but as for the Nightmare’s bane and Dream catchers we have some ready in supply. However, for your second question I’m not entirely sure what would happen if you fell asleep physically in the nightmare realm, but worst case scenario you will have a nightmare most likely due to the nature of the realm.”

“Huh…I would have expected worse, but if that’s it then there isn’t really much to worry about. So how about getting that portal ready?”

“We would but there is a problem.”

“Of course there is…” Rainbow Dash thought to herself, “What’s the problem?”

“The material we used to create the portal last time was a shining powder left behind by the Nightmare Brother Fear, but we used up most of it during the process.”

“What’s that have to do in creating a portal?”

“Rainbow Dash... we don’t have a secure connection to their world just yet so we cannot simply create a portal to the nightmare world, but if we have objects or things that originated from their world we could create a temporary connection.”

“Great just great! Where the heck are we going to find things from the nightmare realm?” Rainbow said in frustration.

However, while Rainbow Dash was grumbling to herself Fluttershy looked at the bouquet she brought with her. The mare stared at the flowers as she thought to herself the possible origin of the flowers, “Uh, Rainbow Dash?”

“What is it Fluttershy?”

“These flowers, you don’t think they’re from…you know where?”

“Where, the nightmare world?”

“Yeah, I just have a feeling…”

“Well the flowers are strange. Why don’t you show them to Celestia? Maybe she’ll recognize them?” On her provocation Fluttershy nervously walked towards the Princesss; flowers in hand.

Celestia noticed this and was confused when the mare presented the flowers, “Fluttershy I appreciate the gift, but I don’t think it’s a good time for gift giving. Besides I have nothing to give to you.”

“Actually Princess…I would like you to examine these flowers. I got them while I was at the hospital from a secret admirer.”

“A secret admirer? This sounds private…I don’t think I should be messing with them.”

“It’s okay really Princess, but could you at least look at them?”

“Well…as long as I have your permission,” Celestia then picked up the bouquet with her magic and brought it close to her face, so she can examine them. The group couldn’t do much but watch as the regal princess used her magic to carefully examine the flowers. After some time of awkward silence the regal mare eyes widen with realization.

“So Princess, what did you find out?” Rainbow asked.

Celestia gave a soft smile before she spoke, “I just found another resource we can use to get the portal ready again.”

“You mean Fluttershy’s flowers? I thought they looked funny, but I didn’t think they could be from the nightmare realm.”

“I was surprised as well, but now to the most important part; who’s going through the portal?”

“Well I know I’m going, I still need to give that Paranoia guy a taste of his own medicine.”

“I’m coming along too,” Grey said as he step up next to Rainbow Dash, “I foresee injury and really bad boo-boos in this trip, so you’re going to need a Doc on this mission.”

“Hey wait if you’re going then I’m coming as well!” RedHeart added.

Grey sighed, “Nurse I appreciate your willingness to follow me anywhere, but I’m afraid I can’t let you.”

“What! Why?”

“In addition to your personal safety, I want you to stay to look over these children. I mean we obviously can’t bring them along with us on this dangerous adventure,” he explained while earning complaints from Applebloom and Spike.

Celestia however put Grey’s concerns to rest, “Actually, while I agree with your concerns Doctor I believe having a nurse to aid with injury can help make your support more effective. Also you mustn’t worry about Applebloom or Spike. First of all although Applebloom may not be going with you,” she trailed off earning a groan of disappointment from the foal, “She has seen The Nightmare Brothers base of operations, so I will have her stick around with me and help me get a better picture of what we’re dealing with. As for young Spike he may not seem like, but he had his fair share of dangerous adventures. He also helped save the Crystal Kingdom from the return of King Sombra.”

“That little dragon? Huh I guess big things do come in small packages,” commented Grey.

“And most importantly he would be my only way of communicating with you once you are in the Nightmare Realm, so because of this Spike you’re going with them.”

“Thanks, I stick my head out for my friends once and I’m willing to do it again,” Spike said with a nod.

Nurse RedHeart smiled, “See that Grey? Looks like you we’re worrying for nothing”

Grey gave out a half hearted laugh, “Well looks like that cliché just got shot down…so is that everyone? Or is Miss Fluttershy coming along as well?” After he was done speaking all eyes are now on Fluttershy who pay no mind to the attention, but instead was fixated on the flowers.

“So uh Fluttershy? Do want to come with us? It’s okay if you don’t want to,” Rainbow said as she trailed off not knowing how to finish her sentence.

“I’ m going,” she said earning some surprised looks from those around her, “There someone I want to talk to in that world.”

The rest of the group said nothing as they turned to face Celestia, “Well now that’s settle it’s best to get you prepared for the worst. Rainbow Dash and Fluttershy I would like you to follow this guard to the storage room and stock up as many Nighmare’s bane plant’s as you can carry while picking up some Dream Catchers since I don’t know when are you going to run into Luna, so it’s best to be preapared.”

“You got it Princess,” Rainbow Dash said with a salute as she began to follow the guard with Fluttershy following suit. However, before Fluttershy could follow Rainbow Dash Celestia spoke.

“Fluttershy would you be kind enough to leave your flowers with me? I need to judge how much we need to use along with the remaining powder,” Fluttershy nodded approvingly as she let the flowers be taken by Celestia’s magic once more.

Once Fluttershy and Rainbow Dash left Celestia turned to Grey and RedHeart, “I’m guessing you already know what you need for the trip. Talk to one of the guards outside he will get you a quick transportation to the hospital so you can gather the supplies you need.”

“Thank you Princess,” Grey and RedHeart said simultaneously as they took a bow and left leaving Spike and Applebloom with Celestia.

“As for you two you can stay here. Once I’m done analyzing we can chat about what you know about our enemy as we wait for the others,” Applebloom and Spike looked at each other for a moment before giving a shrug knowing that they don’t have much else to do.

After eighteen minutes the group was back together standing in front of Celestia equipped with bags full of supplies ready for the trip. “I see we’re well prepared now. Now time to set up the portal,” As if it was a command two guards showed up with resources needed to create the portal, one with the jar of glowing powder and the other holding three flowers, “Fluttershy I believe this belongs to you,” Using her magic Celestia brought the bouquet back to Fluttershy minus three flowers.

Fluttershy took back the bouquet and put it in her bag, “Thank you,” she said with a soft smile.

Celestia smiled back as she turned her attention to the resources being set up. She then charged the magic in her horn and fired it at the pile causing it to erupt into an azure vortex before stabilizing into a proper portal, “I must warn you since we don’t have a secure connection to their world there is no telling where in their world this portal will send you to.”

“Well we have to take that chance or else there wouldn’t be a point in our preparations,” Commented Grey.

“Couldn’t say it better myself,” added Rainbow Dash, “So Do we just jump in or at the count of three?”

“I think it’s better if we go at the count of three,” RedHeart said flatly.

“Okay…One…Two…Three!” shouted Rainbow Dash as everypony jumped into the portal and disappeared from the throne room.

“I hope they’ll be alright,” Applebloom said somberly.

“I hope so as well… they must meet up with the others as soon as possible, for I fear for the worst the Nightmare Realm has to offer.”

Chapter 16: Nightmare Scuffle
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Masks Lie and Nightmares Never Die

Chapter 16: Nightmare Scuffle

“Man o man! Why does this have to happen in the lobby!” shouted Dully as her body held to her for comfort, “At this rate they’re going to wreck it!” True to what she said the battle going on over the counter was intense with sounds of breaking objects in the air.

As for the combatants in the battle itself they were feeling worse for wear as the battle went along. Both sides feeling fatigue from the constant clashes, more for the pony than Panic’s side however, “Wow you girls and guy are much more stubborn than I thought,” Panic said as he took a couple of breathes as another of his illusion clones went flying past his head.

“As long you have my sister captive I don’t care how many of you I have to go through; I will save her!” shouted Shining as he struck down another Panic clone with a magical slash.

“Yeah for Twilight!” Pinkie Pie added as she brought out a pie and smacked another Panic clone with it.

“Nein! You ponies are going to give me a migraine,” Panic said as he rubbed his temple with his claws delicately, “Grr…if you want to play hard ball then I’ll play hard ball!” Panic then spin himself around at a rapid pace, changing his outfit into a baseball player’s uniform bat included.

“The heck? How did he do that?” Applejack shouted as she bucked a clone right behind her into the wall.

Panic in response to her question charged a ball of dark magic and tossed it into the air as he got his bat ready, “FORE!!!” he shouted as he smacked the ball with the bat and launched it at the pony group.

“Incoming!” Pinkie shouted as the group got out of the way to avoid the ball. The ball then crashed into the lobby floor causing a small explosion.

“Dang it! Foul ball!” Panic exclaimed as he smacked another ball, this time aiming at Shining Armor.

“Shining heads ups!” Applejack shouted causing Shining to look up and charge his magic in order to grab the ball.

“Got it!” he said with a smile until he felt someone tapping on his shoulder.

“Uh…pal? Does that count as out? Or is the ball still in play?” Shining turned around to source of the voice only to be met with a face full of hard wood as he was smacked away from his position, “Heh…I guess was still in play after all. Ah ha ha ha!!!” Panic laughed manically as he smacked the ball again as it fell down this time aiming at Luna who was busy shooting at three Panic clones.

“Luna lookout!” Pinkie shouted.

Luna upon hearing Pinkie Pie’s warning immediately grabbed the ball with her magic and threw at the Panic clones bothering her.

“Oh Fudge!”

“Oh Dang!”

“Oh Sh-“

*Boom*

The ball exploded on the three clones and engulfed in a dark explosion that left nothing behind but a scorch mark on the ground.

“Thanks for the warning Pinkie,” Luna said with gratitude.

However, Panic after seeing this misshape face palmed, “Dammit…that just happened didn’t it?”

As if to answer his own question he unintentionally created a clone, “Yep that happened” the clone said bluntly.

Panic narrowed his eyes at the clone before they glowed red with anger, “Well? Don’t just stand there! Get them!” he shouted while creating another batch of clones.

“Sir, yes sir!” the clones shouted with a salute as they charged into battle with Panic himself changing back into his original clothes to join with clones.

“Great just great! He gone off and made more of himself!” Applejack said as she gritted her teeth.

“I’m getting a sense of déjà vu here,” Pinkie added as she helped Shining off the floor who was still recovering from the blow to the head Panic caused.

“Princess Luna I’m not sure how much longer we can hold him off,” Rarity said as she tried her best to grab the one of the Panic clones in her magic.

“Then we have to find the original Panic if we can defeat him then the clones should disappear,” Luna said as she scanned for the real Panic.

“Easier said than done,” Applejack said as she lassoed one of the Panics and tossed him into another.

“There has to be something that differentiates the clones from the original,” Luna continued to scan for the real nightmare only to feel a couple of presences behind her, one of which was fileld with murderous intent. She turned around in order to find the source, but found nothing, “Huh? I swear I felt something behind me,” she trailed off until she felt something tap her on the head along with a voice.

“Hey mensa we’re behind you just not directly behind you,” Hearing the voice Luna turn her head around to see three Panic clones riding on her back smiling and waving their hands. Luna upon seeing this narrowed her eyes in anger and launched the clones off her back and promptly blasted them with her magic.

“Aw…Princess don’t be like that they just wanted a ride,” whispered the sinister voice of Panic.

Luna’s eyes widen with horror as not only did he managed to avoid being detected, but the murderous aura she felt belonged to him. It was far different then the aura he emitted earlier in the fight, “How did you?”

“Shh...Fear’s wasn’t the only one who was holding back,” was all he said as he plunged his claws into Luna’s body.

“Ahh!!!”

“Let’s see how tough you are without any lungs to breathe out of?” Panic said coldly before leaping off the princess.

“Princess Luna!” everypony shouted as they ran over to Luna to tend for her save for Shining who just recently recovered from the blow to the head. He quickly noticed the commotion and quickly rushed over to Luna as well while Panic quickly dispel the clones and leapt towards the stair landing perfectly on his rear.

The nightmare only laughed as he licked the blood off his claws, clearly he is aiming to kill them, “Ah yes…I can taste the sins off this blood. It’s old, but when it comes to lies there is no statute of limitation for me.”

Everypony could look on with disgust as the manic laughed with glee. Applejack and Rarity were pondering why he mentioned lies of all things while Pinkie was looking over to Dully who was trying call someone on the phone. However, Shining was the only one who was not letting the nightmare run his mouth any longer.

“Monster!” Shining shouted as he charged at Panic while firing multiple magical shots. However, Panic only smiled at his anger and just as Shining was about to hit Panic with his barrage of magical blasts he quickly disappeared leaving Shining dumbfounded, “What?!”

Before Shining knew Panic reappeared behind him and spoke “Heh…you’re the 567,890th person who tried bum rushing me in anger,” Panic then grabbed Shining from the back of his head and threw him down the stairs, “And just like the others before you it was a futile effort.”

Shining slowly got up from the bottom of the steps clearly injured from the tumble, “Grr…”

“Yah know? It will be a real shame if one of your beloved Princess’s dies right here. I hope one of you know how to replace vital organs! Ah ha ha ha!!!” The nightmare continued his maniacal laughter as the group could do nothing but slow the bleeding on their beloved princess as her blood began to stain the floor.

“Oh no, oh no, oh no! Sir Panic has entered a blood lust frenzy!” Dully shouted.

“Blood Lust Frenzy? What are you yapping on about?” Applejack asked, but before she could get an answer, Panic cut the headless girl off.

“There’s nothing wrong with me…don’t spread lies Dully,” Panic said with venom in his voice.

This was enough to silence the poor girl as she hid behind the counter; the group could only wonder what was going on as the nightmare looked back at them with piercing eyes. They were filled with anger, hate, and insanity as his former prankster personality took a time out and made way for this sadistic and bloodthirsty one. The group knew they had to beat him, but how they were going to do that while Princess Luna lay dying? They were trapped and only a miracle could get them out of situation now.

“Ah ha ha ha! There’s the look I’ve been waiting for! Hopelessness, and despair! There is nothing you could do to win! Ah ha ha ha!!!”

“Hey Freak!” yelled a voice causing Panic to stop his laughter and turn around where the source of the voice was, but as he turned around he felt something being stuffed into his mouth causing him great confusion.

“Mmmfff?!” was all Panic yelled out as he was caught by surprise by the sudden assault. He then looked who responsible for the attack. However, once he looked his eyes widen as he recognized the beings standing before him is Rainbow Dash, and Fluttershy, but the others with them he did not recognized.

“Spike now!” yelled Rainbow Dash as the baby dragon in question leapt into the air and breathe his emerald green flames to light the objects stuffed in Panic’s mouth.

Panic raised a brow at their actions and immediately started to suck on the objects causing them to disintegrate like a cigarette, “Hey thanks for the smoke, but next time I’ll pass that stuff tastes horrible and not to mention this smell,” he said as he puff out a few more smoke clouds. This surprised Rainbow Dash and the others for they did not expect Panic to react this way they even began to worry. However, they relaxed as they saw Panic having trouble walking, “H-huh? *Gack* what’s H-happen *Cough* happening to me?!” he said as he realized that the smoke wasn’t going away.

Rainbow Dash gave a triumphant smile before responding, “What’s the matter can’t take nightmare’s bane very well?”

Panic eyes widen in horror and quickly narrowed them in anger, “Nightmare’s bane?! *Cough* W-where t-th *Gack* the hell d-did you get n-nightmare’s bane?!” he shouted as he slowly made his way towards them only to stumble on his feet and fall to the floor, “I-I’ll *Cough* k-kill you!” Panic then started to swing his arms wildly at the empty air expecting to hit Rainbow Dash or the others not knowing that they already walked passed him in order to help their friends, “W-why can’t I-I *Gack* hit you?!” Panic screamed before finally succumbing to the effects of the plant’s essence.

“Rainbow Dash, Fluttershy, Spike? How did you guys get here?” asked Shining as he was helped off the floor by Grey and RedHeart, “And you brought a nurse and a doctor with you?”

“Yeah these two are Doctor Grey Suture and his new marefriend Nurse RedHeart. They decided to come along with us and well we need all the help we can get,” explained Rainbow Dash.

“Grey Suture…? I heard of you before, but there’s no time for small talk. Luna has been seriously wounded and I don’t know the depth of the damage that was done to her, so please help her,” Shining pleaded.

“Nurse, let’s assess the situation,” Grey said as he got his mask and goggles ready.

“Right,” she responded as the duo made their way to Luna where the others were doing their best to help Luna, but to no avail.

“Everypony stand back,” he said simply to the group gathering their attention. When Grey saw that their hoofs were covered in blood he knew how serious Luna’s wounds were, “Not good…” he muttered under his breath. He then looked at Luna herself and noticed eight holes in her chest four on each side, “Nurse, get the supplies ready. We have punctured lungs and I’m not sure how much time the patient has.”

“Both lungs are punctured?! Her chances of survival are slim to none!”

“Under most circumstances yes, but I’m no average Doctor,” Grey then took small box out of his bag and threw it to the side. Once it landed it exploded into a puff leaving behind an operating table. This of course stupefies Nurse RedHeart and the others, but also gains the attention of Dully who finally managed to gather enough courage to peak out behind the counter.

“Is it over?”

“Whoever you are it’s far from it,” Grey said to Dully, “Now would you be a dear and help us bring Luna’s body on the operating table?”

“Uh…sure,” she said as her body placed her head on the counter. Dully’s body then walked up to the dying body of Luna and with the use of both arms picked her up almost effortlessly and placed her on the table.

“Thanks. Nurse get the supplies ready,” Grey said to RedHeart, “We’re going to save a royal’s life,” Grey then place the goggles over his eyes and his mask over his mouth as he threw a couple of more boxes that turned into objects you’ll find in a operating room such as curtains, lights, a sink, and two smaller tables next to the main one. Grey then went to the sink and washed his front hoofs, RedHeart also followed his example after she placed the necessary equipment for the emergency operation, “Now…time for the operation!”

After completing his day’s work Boog found himself waiting for either his apprentice or his guess to wake up and for once he found himself worried. He remembers the group of ponies he helped gets to the mansion. He can’t help but feel worried for them as the Nightmare Brothers are sometimes known to answer the door. Looking back on what Luna said he recalls that she and her group are looking for an alicorn named Twilight. Last he checked, an alicorn is essentially a winged unicorn. With this in mind Boog then turn his gaze upon anthropomorphic alicorn in his guest bed and begun to wonder if this is the Twilight Sparkle those pony spoke of? Fredrick did told him that he found the one person that can help cure him of his ailment and through process of elimination when he first lay eyes on this girl he assumed that this alicorn is the person he put much faith into. Boog always put his faith in his apprentice’s judgment, but worries that this girl is willing to help him despite the dangers that surround him especially with the dream society breathing down their necks.

Boog continued pondering with his thoughts until he heard a voice, “Huh? Where am I?” said the voice drowsily. Boog looked to the source of the only to see the alicorn rising out of bed and rubbing her eyes. When she finally rubbed the sleepiness out of her eyes she stopped in place as if she remembered something, “Wait Fredrick! He had one of his fits and I tried to help him, but he almost killed in return until somepony stopped him,” The alicorn then looked around only to stop when she saw Boog, “Are you the one who stopped him?” she asked.

Boog, knowing that the girl needed answers didn’t hesitate to respond, “Yes milady I stopped Fredrick from snuffing out your lights.”

“Wait you know his name? Hold on, are you by any chance Boog?”

“Yes that would be me, but I would also like to know the name of the lady my apprentice put so much faith in.”

“Oh my name is Twilight Sparkle, recent ascended Princess of Friendship.”

Boog gave a deep sigh, “That’s what I feared.”

“What do you mean?” Twilight asked, confused by the nightmare’s words.

“A group of ponies came by here before looking for you, but I already sent them to the mansion a while ago.”

“Wait my friends were here?”

“Not only them, but also your brother and a Princess named Luna.”

“Wait what! My brother and Luna are here?!”

“Yes, but like I said I already sent them to the mansion.”

“So they just missed me.”

“It’s unfortunate as if I knew you are the one they’re looking for then I would have gathered all of you together and put an end to this tom foolery, but I digress. If it’s okay with you, I would like to ask a question.”

“Oh okay what is it?”

“Now that you’re aware that your friends are here to save you will you go with them?”

“I would’ve, but now I can’t.”

Answer genuinely surprised the nightmare, “Hmm? Why?”

“It’s Fredrick, I can’t leave him like this.”

“I see, that’s good to hear.”

“Oh my gosh! Fredrick what happened to him?”

“I wouldn’t worry about him right now… I already pacified him since the incident.”

“Can I see him?”

“Look no further as he is in that bed over there,” Boog pointed to the bed next to the mare as she got up. The look of relief on her face made the old nightmare smile as she hopped out of bed and made her way over to him. The concern she shows for him filled his shadowy heart with hope that this may turn out right in the end.

“Uh Boog?”

“Yes Twilight?”

“When I called out Fredrick’s name, blood leaked out from the eyehole of his mask. Why did that happen?”

“Ah yes that, you see Twilight even though Fredrick has a chance for one of the nightmares in his body to take over his body. His mind is still there somewhere listening.”

“The nightmare that took over said something similar to me, what does it mean?”

“It means, that even though he isn’t in control of his body he is still witness everything that is transpiring.”

“That’s terrible, to be forced to watch your body to do terrible things.”

“It happens sometimes, but most of the time he get’s lucky and isn’t conscious when it happens.”

“The blackouts right?”

“Correct.”

“But how does this explain the blood?”

“That’s not blood Twilight, it’s his tears.”

“Those are his tears?! But they look like blood!”

“I can’t explain it, but yes those are indeed his tears. Also you seem quite worried for the man who kidnapped you from whatever world you originated from.”

“To be honest, I had my doubt trusting his words considering all he has done just to get me here in your world. As a matter of fact I still haven’t fully forgiven him for what he subjected me and my friends to in those challenges. However, when he told me that he was dying I…was hesitant. Granted a part of me thought he was lying, but I personally didn’t want to risk it as I also thought what if he was telling the truth. I can see now it’s completely true.”

“Ah…I see…doubt filled your mind due to your willingness to help others in need. Best be careful with a trait like that, but you seem to have good judgment so it shouldn’t trouble you much.”

“Thanks I guess, I already decided before this incident that I was going to help him. Seeing it in person only just gave me more of a reason to help him.”

“Interesting so your path is set then Twilight, but be careful Fredrick’s time is limited and each time the moon passes the horizon his grip on his sanity grows weaker.”

“I know and that’s why I want to help him.”

“Do you even know what he wants you to find?”

“He told me he needed my help in order to find a certain star, but he never told me what kind of star. Also I don’t understand how a star can help him”

“That’s because he hasn’t told you what kind of star he was looking for.”

“Well if you know what it is can you please tell me? He hasn’t said much on what it is and what it looked like.”

“He’s looking for the Ex Machinist a wish granting star. It can only be found in the world of dreams and yet it cannot be seen by the naked eye.”

“Why is that?”

“Because the light it gives off is often overshadowed by other stars in this realm, one will need to look very carefully with a telescope in order to find it.”

“That would explain why he needs my help I studied astronomy and a few of its subfields back in my world, but I have a few questions about the star”

“I already have a feeling what these questions are, but go ahead and ask.”

“First of all when does the star usually appear?”

“It’s rather hard to say since the star is elusive in nature. Only a few managed to find the star and they said the star usually appears during a meteor shower, but it also seems to linger even after the shower. As I mentioned before the star seems to use the light of the others stars in order to hide in plain sight. Our next meteor shower will happen next week Tuesday if anything, my only advice to you is preparing your equipment in ready of the shower.”

“Thanks, I will. Now my second question; what color of light does the star give off?”

“The star, if seen, has reported to give off a rainbow aurora of light, this light has been known to be overshadowed by other stars.”

“Interesting… I think that might be the reason it’s not so easily found among the stars. Anyway my last question is how do I get the star to work if I find it?”

“Now that one I’m not sure of. Well according to one of the dreams here he said all he did is simply wish upon it, but another dream who later got a wish of their own said they chanted the name of the star in order to for their wish to be granted. However, a third individual who also had their wish granted said they gave an offering to the star for it to work. In other words there is no clear way to activate the star’s wish granting property.”

“So I guess I have to wing then.”

“Unfortunately yes.”

Boog saw the mare sigh in frustration. Clearly this is going to be a hassle for the poor girl as the task to help Fredrick is nothing short of impossible to the normal person. Granted he has faith in her to figure it out, but soon he heard her speak something in her mind. A question that most would be embarrassed to ask.

“Oh? You have another question milady? What is it?” he asked.

“Wait how did you…never mind. Well do you know what day it is it?” Twilight said as a blush crept on her face.

“Well I don’t know what day it was in your world, but in our world today is Wednesday the 15th, so you have about five days to get ready for the meteor shower.”

“Well that’s good to know, but I also have one quick question.”

Boog rolled his eyes, “And it is?”

“How long was I out cold? Because Fredrick disabled my magic temporarily during our first encounter and I’m not sure how long it will last.”

“Oh that…well with Fredrick it usually last for about an hour and you were out cold for an hour or slightly more not counting how much it took for you to get here. So…yeah you should be able to use magic now.”

Upon hearing this, Twilight started to channel magic into her horn and targeted a nearby chair to test her magic. Boog watched on with interest as she instinctively she raised her right arm and moved it slowly to the right and in turn the chair became covered in her magical aura and begun to move slowly in the direction her arm moved.

After Twilight recalled her magic and stopped moving the chair is when he finally spoke, “Interesting even thought you were simply moving a chair I could feel almost immense amount of power inside of you. Untapped potential to put it simply.”

“Well I mostly learned utility magic such as short distance teleportation, and telekinesis, but I’m afraid I don’t really know much offensive magic other than magic shots and magic missiles. And my only defensive magic is a barrier I can only use to defend myself.”

“Hmm…with a spell repertoire such as that you won’t make it very far in our world. You need to learn more offensive and defensive spells, you can only go so far on wit alone, but once you learn to use more offensive and defensive magic you will have more options to deal incoming threats.”

“I don’t know…I rather avoid a fight than get into one unless it’s absolutely necessary.”

“I understand that Twilight, but consider this ‘It’s better to have it and not need it than need it and not have it.’”

“Hmmm…you make a good point, but I don’t know anypony that will teach me.”

“Look no further than the man who lies upon this bed. If there is anyone who can teach you these types of magic it would be Fredrick. He has learned many types of magic such as elemental, support, and translocation to name a few.”

“But what do I do if he gets one of his fits?”

“I wouldn’t worry about that. Now that I know you’re here to help Fredrick I will be staying at the mansion and help watch over the lessons.”

“That’s good to know.”

“Now if only my apprentice would wake up, but by the looks of it he may be out for a while longer. I suggest you make yourself at home until he finally wakes up.”

“Thanks…so uh…do you have any books I could read? Since I might be staying here for a while.”

“I’ll see what I can find in my collection that might be interesting to you,” after saying this Boog left the room leaving Twilight alone with Fredrick.

The nightmare could only imagine the inner turmoil the mare might be facing now. Her friends are here to save her, yet how is she going to explain to them that she does not want to be saved and she is trying to save the life of the man who ordered her kidnapping? It’s going to be a tough road up ahead for her, but there is no doubt she’ll be stronger for it.

Back in the lobby our group was currently resting from their encounter with Panic with Dully being the most confused about what’s going on. Since Dr. Grey and Nurse Redheart are currently operating on Luna they were left with not much to do, save for Rainbow Dash, Spike and Shining who were next to Panic’s body with Nightmare’s Bane on the side in case he would wake up. Fluttershy herself was tending to her friends Rarity, Applejack, and Pinkie Pie checking to see if they were hurt as well, however, thankfully they only had small scratches and a few bruises. As for Dully she was quickly pacing around the lobby attempting to clean up the mess from the scuffle with Panic while still processing the fact they managed to beat Panic.

It was calm and for the time the group thought they could finally take a breather, but this hope was dashed when a cold breeze flowed through the room. Feeling this put everypony on alert as the cold air was not natural. Rainbow Dash, Fluttershy, Grey, and Redheart quickly realize who is with them right now in the lobby as the presence that came with the cold air was all too familiar.

“My My what a mess…” spoke a voice causing everypony to flinch a bit as the air in the room grew even colder, “But I suppose that’s what happens when the mentally unfit greets the guests.”

“Paranoia! Where are you? I want to pay you back for last time!” Rainbow Dash yelled.

“Oh my, it would seem some old faces have returned for another shot at me. Sadly, I don’t have time for this, but before I explain why let me take for something first.”

A finger snap was heard and then to the shock of Rainbow Dash, Spike, and Shining, Panic’s body begun to sink into the floor while causing the air around him to grow arctic cold. Not wanting to be anywhere near the cold spot the trio ran down the steps to where their friends are. When they looked back Panic’s body was completely engulfed in darkness while a new figure rose out of the darkness and that figure is none other than Paranoia himself.

“Nevertheless allow me to say welcome to the home of our Lord Nightmare. I assure you not all nightmares are like my brother, so I do hope you’ll enjoy your stay…it’s not like you have a choice in the matter. I must admit though, you’ve grown bolder since the last time we met my friends, but I’ll have you know there’s a fine line between being brave and being foolhardy. I mean Panic managed to wound one of your precious Princesses and by the looks of it she’s not long for this world without those two working on her,” Paranoia then begun to walk down the steps, but as he got half way down the stairs Rainbow Dash immediately rushed him while having a dream catcher hung around her neck, however, Paranoia simply teleported at the last moment before appearing next to Spike and Shining only to pick up the bag filled with nightmare’s bane.

“Hmm…you seem to have done some of your research before going into our world,” He said simply as he teleported again before Spike and Shining could react to his presence.

He then reappeared next to Fluttershy who flinched upon his appearance, “Ah…milady Fluttershy I was wondering when I was going to meet you again. Honestly, I didn’t think you were brave enough to enter the world where your worst fears become real, but I’m glad you did,” Paranoia then begun walking towards the curtain hidden operation going on in the lobby only to be stopped by Rainbow Dash and Shining.

“Hey! If you think that you can finish what your brother here started you got another thing coming! Besides I still need to pay you back for that nap you gave me!” Rainbow Dash shouted.

“It doesn’t matter who you are as long I can still draw breath I won’t let you anywhere near Princess Luna!” Shining added.

Paranoia sighed before stroking the beak of his mask, “Dully?”

The dullhan in question immediately stood attention when she heard her name, “Yes sir P-Paranoia!” she said shakily.

“What is the injury the Princess sustained?”

“Punctured lungs sir! B-Both of them!”

“My my, that is lethal especially for ageless being…Dully you’re dismissed.”

“Yes sir!” Dully after giving a quick bow quickly left the lobby in a panic.

“Hey! Just what the hay are you up to?” Rainbow Dash said as she prepared an attack on Paranoia.

“Just checking what I’m working with,” he said as the air around him once again became arctic cold, “As I said before I don’t have time to play. With this said I must put you all to sleep so I can work on this emergency myself,” Paranoia then raised his hand into the air which to everypony’s confusion seemed to do nothing that is until they heard Nurse Redheart scream.

Shining and Rainbow Dash looked in the direction of them scream only to watch in horror as they saw her slowly sinking into the ground while Dr. Grey did his best to pull her out only to be dragged into the floor as well.

“Monster!” Shining shouted as he used his magic to swing his sword at Paranoia, however, the strike stopped midway which left Shining confused until he looked at his feet which in turn caused him to curse under his breath; he was sinking too!

“Judging by the look on your face I say you’ve figured out what I’m doing.”

“Grr…”

“Shining what does he mean!?” Rainbow Dash asked before she felt herself sinking as well, “Uh never mind,” She then tried to fly herself out of the dark spot, but to no avail, “What the hay?! I can’t get out!” she shouted as she continued to struggle she then looked up to see that her friends are suffering the same fate as her as they too were struggling against the dark mass that was dragging them into the floor.

“If you’re looking for explanations allow me…you see I used your own shadows against you and they are currently pulling you into the shadow world. A dimension that I call home…and it where you’ll be staying until I’m done operating on your friend, so…ta ta for now.”

Rainbow Dash attempted to shout obscenities in response, but couldn’t as she was swallowed by her shadow. After a few seconds of screams from the remaining ponies Paranoia was left alone in the lobby in silence. He then moved the curtain to see the mortally wounded Luna who was currently unconscious and according to the heart monitor she was not far from deaths door.

“Umbra, come to me!”

In response a purple-ish crow flew out of a small dark portal and perched itself on Paranoia’s shoulder.

*Caw!*

“No time to be a bird my son I need you to be in your original form, for this is a time for you to learn how to deal with a patient in need of new lungs,” The crow nodded and immediately changed its appearance turning into humanoid crow.

“But I thought I was doing a good job father.”

“You were son…but you needed make sure the lungs were compatible with her systems. I told you what happens if the organ isn’t compatible.”

“The body rejects it and attacks it which in turn will kill the body in a form of self destruction.”

“Indeed I’ll show you how to make the lungs compatible, but first we must bring the patient into my office,” Paranoia then again raised his hand in the air and a shadowy portal appeared underneath Luna’s body and swallowed her in darkness. Once she was gone Paranoia put his hand on Umbra’s shoulder, “Don’t worry about it my son, but please watch carefully as this process in tricky.”

“Yes Father, I will not disappointment.”

“Good, now let us take our leave,” Paranoia then with a flick of a wrist created a new portal that he and his son step through and disappeared.

Chapter 17: Prelude to Trouble
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Masks Lie and Nightmares Never Die

Chapter 17: Prelude to Trouble

Back in Boog’s cottage, Twilight sighed to herself as she looked over the book she was reading only to be met with no reaction from Fredrick’s unconscious body. After Boog gave a book for her to read which was titled, “Everything you need to know about the Gods,” which wasn’t a bad read, for matter of fact it gave her more insight about the world she’s currently stuck in. Although she was honestly surprised how many gods existed in this world, what each of their roles is and the difference between regular Gods and DemonGods.

According to the book, the main difference is that DemonGods control the darker variants of the elements the regular Gods control in order to maintain balance and the leaders of both Gods is Alpha and Omega; The Creator and The Destroyer. She read them up a little, but could not learn much else about them other than their roles and a little bit of their relationships with other Gods. Deciding that it was a good time to take a break from the book she placed a bookmark in the spot where she was reading and closed the book. She placed the book on a small table next to her and got up from the chair she was sitting in. She then walked towards Fredrick’s bedside and looked at him with concern. Twilight knew it was crazy to care about the person who foalnapped you, but she couldn’t really help it as it was in her nature to help those in need. He is suffering from a force outside of his control and he did come to her for help, although it was unorthodox at best. Regardless she already promised herself that she would help him despite the risks.

“I hope you’ll wake up soon Fredrick. I can’t help you when you’re asleep and maybe…when this all over; we can become friends. You don’t seem to be a bad person like when we first met, but you and your brothers do have to face the consequences of your crimes when we return to my world. I wouldn’t worry about that though I will be there with you and explain everything, and hopefully lessen your punishment,” With this said she left his bedside and walked towards the door she opened it slowly and before she walked through she took one last look at Fredrick before closing the door. As she slowly closed the door behind her she heard a book close shut which earned her attention. She looked to the source of the sound only to see who else but Boog whom was sitting in a chair with a small green book by his side.

“He still hasn’t woken up yet?”

Twilight shook her head, “No and honestly it worries me. Just how did you pacify him?”

“Well…after pulling him off of you I slammed his head into the ground. Once that was done I took out one of the syringes in his pocket and inject it straight into his noggin,” he explained simply as he made a gesture with his shadowy hand.

Once that was said silence filled the room Twilight grabbed her head and shook it in frustration, “And there’s the reason why,” she said with a frustrated voice. “You do realize the impact you made alone was sufficient enough to give him a concussion if not break his skull?”

“Ehh…Fredrick’s much more durable than he looks, although, that leaves me with the problem of filling the dent in the ground now.”

Twilight sighed, “I beginning to wonder how Fredrick became the person he is if his mentor was nonchalant about his safety.”

“I wouldn’t say I’m nonchalant about his safety. It’s just I see him go through worst punishment then a simple dirt nap, but enough about me…what brings you and Fredrick to my home? You must have some reason for coming here.”

“Oh right! Fredrick and came here to show you a journal I found back in my world. I left it in my bag which I may have dropped outside.”

“I wouldn’t worry about that. I saw your bag earlier and grabbed it as I was carrying your unconscious bodies. I left it hanging near the door just in case you might bring it up.”

“Oh thanks!” Twilight said as she went to get her bag.

“No problem I’m just curious about the contents of this journal you’re talking about.”

“Well considering what I learned so far there are no doubts you’ll find this interesting,” she said as she pulled out a chair in front of Boog and sat on it.

“Really, how so?”

“This is Desmond’s journal.”

The mare watch the nightmare glowing eyes widen at this revelation as he took the jounral, “Twilight…thank you.”

“For what?”

“For giving me a chance to learn the truth.”

Meanwhile crawling in the vents of the Nightmare Mansion, the Dream Fairy Trio are trying to find the archives in order to find evidence to incriminate Lord Nightmare. So far, it hasn’t been going well.

“Damn it Hopper! We been crawling around these vents and listening in to these nightmares talk to each other! They haven’t said anything that will point us in the right direction,” complained Lucain.

“Yes, and my legs are falling asleep as well!” added Kiki.

“Sorry, not yet guys. However, I think I found something interesting,” Hopper said as he pointed to a nearby vent.

“I don’t like the sound of that; what did you find?”

“It’s Paranoia’s operating room!”

“Seriously?!?”

“Yes and you guys might want to take a look at this…it doesn’t look pretty,” Hopper then moved out of the way so his colleges can see what he saw. When Lucain got a look at the scene he was horrified, for he saw the open chest of a large mare that is currently being operated on by a crow creature and Paranoia himself.

“Dear Alpha…isn’t that the mare we saw stumbling around the wasteland?”

“Yeah, and the worst part is that she isn’t alone. If you look past her you can see many more like her, but I don’t think they did anything to them yet.”

“This is horrible…what do you think he plans to do with them?” questioned Kiki.

“I don’t know, but worst case scenario he plans on harvesting their organs for some kind research or something.”

“Isn’t there anyway we can help them?” asked Lucain.

Hopper shook his head, “We can’t…not without jeopardizing our mission. Besides Paranoia is strongest out of the three brothers we can’t take him on without a plan.”

“In other words we can’t do jack shit.”

“Pretty much…I’m sorry, but we have to move on.”

“Damn it all.”

“However…on the bright side we are getting closer to finding proof Lord Nightmare was using forbidden magic since these equines are here, which means he made some enemies from the world he invaded.”

“Yeah…you’re right let’s keep moving. Lord Nightmare’s room got to be somewhere past these vents.”

“That’s the spirit Lucain!” Kiki added as the group continued onward in their mission by moving through the events. However their pause did not go unnoticed by those working below.

…

“Umm…dad should we stop them?” asked Umbra.

Paranoia and his son even though they were operating on Luna they felt the presence of three dream fairies and heard their plan, “Focus at the task at hand my son. Once we tend to the patients I will deal with our uninvited guests personally.”

“Uh right.”

“And there…the new lungs are placed and working properly. Now we need to put the ribcage we took out back in place,” Paranoia then carefully placed a complete front section of the ribcage back in place before pulling out a case filled with a strange purple gel. He squeezed some of the gel out before using his gloved hand to scoop some out and carefully rubbed around the cut area of the bone. Shortly afterwards he removed his gloves and threw them in the trash before getting new ones. Once he placed new gloves on his hand he turn to face Umbra and said, “You know what to do from here…I’m moving onto the next patients.”

Umbra didn’t say anything, and instead bow with respect and proceeded to stitch the open chest cavity close again.

Paranoia then walked towards the sink to wash his gloved hands after doing so he opened a cabinet full of empty syringes and proceeded to take out eight from the cabinet and placing them near the sink. Moving onto a nearby fridge he took out a cold metal canister and after pressing a few buttons the container emitted a hissing noise as it opened up, revealing various closed off test tubes filled with strange green liquid. Uncorking the test tube, Paranoia stuck one of the syringes into it in order to fill up the tool to the right capacity. He repeated this with the other needles before closing the metal container and returning it to the fridge. The empty test tube used was left in the sink as he made his way over to the nearest operating table where his patients lay.

The patients in question are strapped onto operating tables which were surprisingly clean compared to the unsettling atmosphere of the room. Paranoia lightly laughed to himself as he got near the table holding down an unconscious Fluttershy. Paranoia placed the tray onto a counter next to the table and took one of the syringes checking it to see if there was any minor problem with the tool before using it while starting a recording.

“Alright…Subject: Fluttershy Race: Pegasus,” He said, making sure to speak clearly, “Last subject Twilight was the first to be tested with the DNA change experiment. The DNA used in the testing was human DNA, and I only used a small amount. As a result it turned her into a human-shaped alicorn or anthro for simpler minds to understand,” Paranoia gave off a small laugh, “Heh… Fredrick always wanted to see what would happen if the rest of you became human or at least part human…but I digress,” He gave off a throat clearing cough before continuing his thoughts, “Anyway…Subject Twilight grew to a height of 5’6 with the rest of her body type being average at best, although, her cup size is a over average C it complemented her body nicely,” Paranoia caught what he said and realized it came off a bit perverse. This earned a strange look from his son before he continued working on patching up Luna, “Pressing on…this seems normal considering her lifestyle and other’s similar to her, save for the exceptions that exist in the world…Although I’m curious what results Fluttershy will produce, but of course there is only one way to find to find out.”

“Dad? Can you stop monologing and just get on with it already?”

“Well there goes dramatic flair, fine then let the experiment begin!”

Paranoia then took one of the syringes and carefully plunge the needle into Fluttershy’s left front leg and injected the contents into her body. After doing so he proceeded to discard the syringe and placed a small bandage on the spot where he plunged the needle. Once that was done he simply stood there waiting. Once a few minutes have passed the event Paranoia was waiting for began. Fluttershy’s body began to change slowly and painfully, first starting with the leg the syringe first plunged into. The leg slowly changed into a delicate looking arm with the rest of her body soon following the same process. After a few minutes Fluttershy’s body soon became humanlike just like her friend before her.

“Interesting…she only grew 5’5 and her cup size is an actual average C, but her body seems fragile and delicate despite it being similar to her friend Twilight,” As he gazed her body Paranoia almost found himself lost in her beauty, but immediately shook away the feeling knowing all too well this isn’t the time or place for such thoughts. He then undid the restraints on her new arms and legs. Once that was done he teleported a large blanket into the room and wrapped her body in it, “Sleep well milady,” he whispered softly. Paranoia then moved away from her and onto the next ‘patient’ which happen to be Fluttershy’s best friend Rainbow Dash.

“Now then…what about you? What results will you give me?” Paranoia said with unusual vigor. After a brief moment of silence and a bit sighing from his son Paranoia repeated the same process with Rainbow Dash and the rest of their friends save for Luna who Paranoia consider too dangerous to attempt the injection on as she was still healing and Spike whom was consider unnecessary for the experiment.

Once Rainbow Dash and the others transformed into humanlike anthros Paranoia commented on the results and recorded them.

“Okay…results from subject Rainbow…grew to be 5’5 tall, has a slender athletic build and…cup size is above average B. Subject Pinkie grew to be 5’4 tall, has a surprising normal body despite the amounts of sweets consumed and cup size is a C though they are borderline in becoming D’s. Subject Applejack grew to be 5’10 tall, has a fit and tone body normal considering what she does for a living and her cup size is slight below average D’s. Subject Rarity grew to be 5’7 tall, has a model-like build to her body and her cup size is above average C’s. Subject RedHeart…”

Umbra, upon hearing RedHeart’s name took a few steps closer to his father curious to hear the results. Paranoia smiled slightly when he felt his son’s presence and kept going “…grew to 5’8 tall, has a rather shapely build to her body and her cup size…D’s”

Umbra upon hearing this gave off a small *caw* of joy which did not fell on deaf ears, “Umbra did you have something to add?” asked Paranoia in a teasing tone as he turned to face his son. Umbra out of sheer embarrassment turned the other direction whistling while pretending he didn’t hear a thing. Paranoia upon seeing this chuckled to himself before moving on to the last transformed subject “…and finally, subject Shining grew to be 5’10, and has a fit and average size muscular build. As for the man’s pride and joy fortunately became the size of the average adult males pride and joy. Also side not subject Luna will have to be tested later after her injuries recovers which thanks to the treatment administered by yours truly and his prodigy son she will make a full recovery in three days until then she will remain here by chance she will wake up and react negatively to her surroundings. As for subject Spike he will not be given any treatment since there’s no reason to change him as a result he will be send into his own guest room separate from the girls, but don’t worry he won’t be alone, for he would be sharing this room with Shining. This is Paranoia signing out.”

*click* after Paranoia was done speaking his mind about his findings he pressed a button that stop the recorder he often kept with himself.

“Now that’s over and done with we should get our new guests to their rooms, and once Panic recovers give them something decent to wear. After that then we deal with these uninvited guests.”

“And by ‘we’ you mean you right?”

“Precisely…and while I’m doing so watch over Luna okay? We don’t want her to cause a ruckus when she wakes up especially while she has those stitches.”

“Right…because the last thing I want is burnt feathers.”

“Okay for the last time I thought the collar on that salamander would hold would you drop it already? I helped you grow your feathers back at least give me that!”

“Fine.”

“Good boy I’ll be back as soon as I can.”

“Oh! Dad one more thing.”

“Yeah?”

“Please be careful with the nurse for my sake.”

“I wouldn’t worry about that my son. Besides I think she is the right type of lady to keep you in line.”

“What’s that supposed to mean?” Umbra demanded. However before he could get an answer Paranoia already created multiple portals of shadow and brought every unconscious body except for Luna into the portals before shortly disappearing. This caused Umbra to give a frustrated sigh, “I swear dad you’re too much sometimes.”

Umbra then turned to face the unconscious body of Luna, “I wonder if you had this kind of problems with your parents?” he said to the unmoving body, “That reminds me I wonder how uncle Panic is doing.”

Meanwhile, back with Twilight and the Boog. They have just reached the part of the journal were the blank pages are after reading through the original entries at Boog’s request.

“So these are the blank pages you mention. I don’t suppose you have a black light on you?” Boog asked.

“No but I can use my magic to simulate one.”

“Good, now let’s see what Desmond has to hide in his own journal.”

Twilight then charge some magic into her horn to create a dark purple light that revealed hidden words on the blank pages, “And there! But I feel bad that Fredrick isn’t going to be able to see this. When I told about this journal he also wanted to see the entries as well.”

“Yes, he admired Desmond’s work in helping the nightmare race and in turn wanted to help improve relations with the dream world, but unfortunately they never trusted us ever since our predecessors attacked their world and the waking one as well. In turn the dream society often turns a blind eye on our own troubles, but thankfully we do have an ally in the society; furthermore, he often tries to help us in secret.”

“Sounds like tensions are on the brink of breaking.”

“Yes and Fredrick’s current condition isn’t making things any better. According to our ally on the inside the dream society sent a three man team into our mansion attempting to find any trace of forbidden magic use.”

“Forbidden magic? Princess Celestia warned me about the existence of such magic, but never told me which magic is forbidden.”

“And for good reason, you see forbidden magic is magic that can only be used by the gods themselves, for they fear that mortals or any other being not prepared for such powerful magic could cause an imbalance in the world. This Celestia must trust you enough to even tell you about their existence, but we getting off topic…let’s see what Desmond’s journal has to hide…”

06/17/2000

Mother I sometimes wonder how far your recklessness would go. I mean to break into a government building of all things is just unheard of. And apparently so is the Dream society. To think the town we lived in was being controlled by nightmares of all things, but even stranger was their purpose. Before we banished them from our world one of them told me they won’t stop coming until all dreams are nothing but figments and Glaurung would lead them to great power that would even surpass the gods themselves. Hearing this frighten me because that is the name of a wicked dragon in one of the stories my mother’s mother told her. I thought the dragon was a work of pure fiction, but to think such being exists in our world could mean trouble in the future. Although, there is one question that bothers me, just what does Glaurung want? I pray at night hoping me and my mother would never run into the vile being in person.

Boog and Twilight looked at each other with one of them thinking about a question and the other already readying an explanation.

“Who’s Glaurung?”

“Like the journal said he is a vile dragon, but what it doesn’t mention is that he is also known as ‘The Deceiver’ he is a manipulative dragon that has been known for many evil acts, one being causing nations to go to war with each other under false assumptions,” Boog explained.

“That’s terrible!”

“I know and the worst part is he is also skilled in the art of magic, often granting great power to those who serve him, but his favorite type of magic is mind control. Unfortunately, he is naturally attune to this type of magic thanks to his eyes which can easily take control of anybody who doesn’t have a strong mind.”

“With a reputation like that he makes the dragons back in my world look like puppies.”

“Heh you make it sound like the dragons back in your world are nothing but animals.”

“Well…most of the dragons I met in person usually only had one drive gold and valuables. Though Spike is different compared to those dragons because I raised him myself when I first hatched him from his egg.”

“Interesting, I guess certain traits are common with some dragons.”

“What do you mean?”

“I mean Glaurung also has the nickname ‘Worm of Greed’ so I guess that’s one thing he has in common with your dragons.”

“Well to be honest I also ran into a couple of teenage dragons that actually talked compared to the older ones but,” she trailed off her sentence when she recalled the memory of those dragons.

“I’m guessing they have the same interests as their parents?”

“Ehh…more or less.”

“Anyway…Glaurung was eventually killed by a man whom he caused to marry his own kin, but before he died he lifted the spell he cast upon him and told him he married his own sister as a result he,” Boog then trailed off purposely added tension to the story.

“And he did what?”

“Well…he and his sister agreed to file a divorce and manage to convince the entire town they live in to forget the marriage ever happened. After that they went along live normal lives leaving the event Glaurung caused in the back of their mind.”

“Really? Well I’m glad they sorted it out.”

“Yeah I’m glad too. Though I heard rumors they were contemplating suicide, but since they never had any children with each other I guessing that’s what stopped them.”

“Uh…right.”

“Regardless that was all in the past, but this entry takes many years after that incident which means he has returned somehow.”

“Any ideas how he could have returned?”

“None comes to mind…unless someone managed to learn the forbidden spell, revival. This is the only way he could return from the grave, but who could have used the spell?” Boog pondered for a moment before sighing, “Priorities, Priorities…I can’t worry about that right now. We still need to read the rest of these pages in order to find out what happened to Desmond and his mother Jocelyn.”

With this said Boog and Twilight continued reading the pages of the journal sometimes stopping when Boog recalled Desmond telling him about certain events that were described in the journal. Later down the line the entries started to describe missions Desmond and his mother went off to often in full detail. One instance is a hostile takeover at a school where the nightmares held everybody in the vicinity as hostages so they can feed off their fears. Another was the kidnapping of children in attempt to kill their dreams, but one entry caught both of their attention.

04/10/2001

Gods…this night I rather forget, but these images continue to haunt every time I close my eyes. Maybe I will find solace in writing it down, but I may be hoping for too much…It was a dark night my mother and I were sent to investigate an abandoned apartment building nightmares were seen coming in and out of it and the dream society wanted to know why. When we got there we didn’t really see anything out of the ordinary, but admitted the building itself was giving off a creepy aura. We eventually entered the building finding the lobby in a state of disrepair though considering this building current condition I didn’t find it surprising. However, as we were exploring the ground floor we heard a scream and it took both me and my mother by surprise. We couldn’t tell which direction where it came from and as that happened we were ambushed by a group of disturbing nightmares. Some had syringes implanted into their body while others seem to have screws and stitches on various parts of their bodies. We fought them off as best we can, but eventually we were overpowered. I blacked out after that, but eventually I woke up in darkness not being able to see my own two hands also the air reeked with a terrible stench. For a while I was stumbling in pitch black darkness until I found a light switch. Naturally I flicked it on but immediately I regretted it, for I was inside a room full of decaying corpses all seem to be wearing a strange mask on their faces. I did my best to keep my lunch in check as I examined the bodies eventually I reached the conclusion they all committed suicide, for all the marks I found on them were self inflicted. I ponder for a moment what could have the nightmares have done to these poor people that driven them to suicide. From the evidence I gather I could only conclude it has something to do with these masks. Before I could make any more observations I heard my mother cry out my name and it didn’t sound far either. I immediately ran to the door of the room and attempted to open the door, but it was locked. This aggravated me and caused me to use brute force to knock down the door. Once I knocked it down I entered a hallway that almost seemed to go on forever as I looked down both hallways I heard my mother scream and it came from the right hallway, so immediately I ran down that hallway and along the way I was met with more corpses and blood…so much blood…the sight of seeing this much blood nauseated me, but I had to persevere for my mother’s sake. I kept running down the hall ignoring how many bodies were in the hall as I ran by room after room eventually I ran into same nightmares from before. Learning from my last mistake I took no chances against these nightmares and used the orbs of light the society gave us before we left. I threw them and the orbs exploded in a brilliant light. As the light faded the nightmares were no more leaving nothing left save for a few ash piles. Again for the third time I heard my mother scream and this time it was nearby. I looked to my right to see a door labeled room thirteen, for a moment I mentally sighed at the obviousness of it before breaking down the door. What I saw as I entered the room send my blood into a boil, for what I saw two nightmares attempting to force a mask onto my mother’s face. Wasting no time I tackled the nightmare holding the mask before blasting him with fire magic immediately destroying him. After that I turned my attention to the other nightmare who fled as we made eye contact. When it left I immediately ran to my mother who thankfully was unharmed, but the whole ordeal left her exhausted for she fell asleep in my arms. Once this happened I called the Dream Society and told them to send in help. They asked what happened, but all I told them is to come here see it for themselves. Eventually help came and we were taken back to the Dream realm I couldn’t sleep that night thus making the entry you see before you. Not that I expect anybody else to read this entry, but regardless I feel the light of morning coming around I should get some rest now. Hopefully I will be able to rest easy, but I wonder, what were those nightmares up to? Something tells me I don’t want to know the answer…but I fear fate has already chosen.

Boog and Twilight stared at the entry in silence with looks mixed of surprise, shock, and disgust. After a few moments Twilight broke the silence, “Those masks…they’re masks of binding are they?”

“Yes and all of them must have the nightmare eater runes as well. By the gods…it was much worse than I thought.”

“Boog, were nightmares always like that in the past?”

“Unfortunately yes…in the past nightmares usually have a one track mind especially the feral kind, but the ones organized by Glaurung were power hungry and wanted to cast the waking world and the Dream realm into eternal darkness where nightmares rule supreme. Those delusional fools.”

“That reminds me of a lot of Nightmare Moon’s goal.”

“Who?”

“She was Princess Luna’s nightmare that was created by her darkest emotions. We have beaten her not just once but twice. The second time possessing my friend Rarity, but unlike our first encounter this one took more effort to beat.”

“A nightmare created by negative emotions? Well I guess that’s normal since most nightmares are created by fear of a specific thing, but this Nightmare Moon sounds like trouble.”

“Well I wouldn’t worry about it since our second encounter with her was the last time we saw of her.”

“Wait you mean you destroyed a nightmare before?”

“Well…the first time it was more of exorcism the second time we may have ended the threat she poses for good.”

“Color me surprised I didn’t think you equines are capable of such feats, but I guess appearances can be deceiving.”

“Well that’s the mistake most of the villains we ran into made and usually the reason for their downfall.”

“Honestly, I can see that happening a lot.”

As they were about to continue their conversation they both heard a groan coming from the guest bedroom along with a voice, “Oww…what hit me?” Boog and Twilight laughed a little bit before bookmarking the journal and heading off to meet the recently awaken Fredrick.

As other events are taking place, the three dream fairies Hopper, Lucain and Kiki finally managed to break into Lord Nightmare’s room via air ventilation, but with one problem; the vent they came out of was in the ceiling. They fell screaming and landed hard onto the wooden floor. They eventually snapped out of their daze and slowly got off the floor dusting themselves off.

“So…this is the place isn’t it?” Lucain asked with a slight groan of pain.

“Yes it is…unless I’m imagining all these books,” Kiki added.

“There is no mistaking it Kiki we are here…well sort of,” Hopper said.

Lucain narrowed his eyes, “What do you mean sort of?”

Hopper gulped, “Well you see we ended up in his library not his room like I planned, but don’t worry we just need to go up those spiral steps and we’ll be in his room in no time flat.”

However, just as Hopper said that the air around them grew cold along with a haunting voice, “Now what did I find here? A bunch of little trespassers from the Dream World, you do know this breaking the treaty right?”

The group turned to face the source of the voice finding Paranoia standing there with his arms crossed over each other. The group took battle ready stances while drawing weapons with Hopper drawing a rapier, Lucain pulled out a battle axe, and Kiki wore metal gauntlets which immediately after putting them on clashed them together to show that she means business.

“Heh…I figured that you didn’t want to come quietly. Though I suppose it’s been a while since I had a little fun; okay then, come at me!”

Needing no other prompt Lucain jumped towards Paranoia attempting to slice him in two, but Paranoia simply step to the side causing the axe to land right next to him splintering the floor. Hopper immediately followed up and thrust his sword towards Paranoia’s heart; however Paranoia saw this coming and lean back to the point the sword flew over him harmlessly. Kiki watching closely saw an opening and immediately ran up to Paranoia and threw a punch at him, but like her friends she missed as well when Paranoia quickly sank into the shadows causing her to hit Hopper sending him towards Lucain and knocking them into a nearby bookcase.

“Oww! That hurt Kiki!” shouted Hopper.

“Oops…”

“Hopper get off of me!” shouted Lucain which in turn caused his friend to get off of him.

Paranoia then reappeared while slightly sighing to himself, “Can you please refrain from destroying the furniture? You already damaged the floor and you scratched the bookcase.”

“Hey you’re the one who decided to step to the side!”

“And I wasn’t the one wielding the axe, nor was willing to be split in two.”

“Grr.”

“Anyway your teamwork has nice synergy your friends followed up after you missed your previous attack, but as you plainly see I used the last angle of attack your lagomorphs friend was able to use against you. Now when you take that into consideration I would like you to guess what kind of person you’re dealing with and ask yourself this question my brother likes to ask people…how fucked are you?”

After Paranoia asked his question silence filled the room along with creeping dread of the answer that has yet to be spoken. The silence however didn’t last, for Lucain quickly grabbed his axe and took another swing at Paranoia only this time it connected to its intended target. However, instead of cutting straight through it stopped halfway in his body before being swallowed by a large mass of shadow originating from Paranoia’s body. Lucain took a few steps back in horror knowing full well now what he was dealing with.

“My my my…you prefer learn through action don’t you? Though of course that has consequences,” On his last sentence Paranoia quickly rushed Lucain pulled both of his arms behind his back and pinned him to the ground.

“Grah!”

“Lucain!” Hopper yelled.

“Get off of him you scary birdman!” Kiki yelled as she rushed up to Paranoia and wind up a punch, but before she could release the punch Paranoia turn his head around one hundred and eighty degrees in order to face her. This in turn caused her to freak out and back away from him.

“You wish to help your friend? Oh please go ahead I don’t mind,” Hopper and Kiki said nothing and stood there paralyzed in terror, “No? Nothing? You’re just going to stand there like deer’s to headlights? Well fine then,” Paranoia then turns his head back to its original position and brought his face close to Lucain’s ear, “What about you? You have anything to say my canine friend?”

“Grah…go to hell!”

“I figured,” Paranoia said as he began pulling on Lucains arms earning screams of pain from him, “You know the benefits of being a doctor? I cannot just put people back to together…I also know how to take them apart!” a moment after he said this, a sickening pop was heard along with more screams of agony from Lucain, “Ah yes it hurts doesn’t it? Heh heh good,” Another pop was heard before Paranoia finally let go of Lucain’s arms which fell to the floor lifelessly. Paranoia took a few steps away from him after the job was done, but Lucain didn’t move nor made a sound.

“Lucain no!” shouted Kiki as she ran up to Lucain checking his condition.

“This is my last warning, stand down and come quietly or I’ll show you how easily a femur could break with just the right amount of pressure,” Paranoia voice was void of emotion as he made the threat.

Hopper and Kiki looked at each other with contrasting faces. Kiki face expresses surrender, for she did not want her friends to get hurt anymore. Paranoia proved already too strong for any of them; to her giving up seems to be the right choice. However, Hopper didn’t feel like giving up they got this far and close to the truth he can’t give up now, but how can he beat him? It’s obvious anything they threw at him wouldn’t work. Lucain’s axe was just swallowed up by him when he tried to cut him in half, and he can easily read their attacks. What can he do?

“Give it up boy…nothing you can do will work on me. Please spare your friends the agony and surrender. I promise to fix your friend and lessen the intensity of your punishment if you come quietly.”

“Never! Kiki grab Lucain and run!” Hopper yelled as he pulled out a small glowing orb and threw it at Paranoia. Kiki knew what Hopper was planning and did what he said. In a short moment Kiki threw Lucain over her shoulders and took off running down a hallway.

Paranoia saw the orb land at his feet, but did not move, “Fool,” he said coldly as the orb exploded into a bright light that engulfed him.

Hopper covered his eyes at the scene not wanting to become blinded by his own weapon. After the light faded Paranoia was nowhere to be seen, “I can’t believe that worked…I better catch up to Kiki and tell her everything’s okay,” Hopper quickly ran down the same path Kiki took hoping to catch up with her. After a few minutes of running Hopper quickly found himself lost in the massive library; eventually he came to a forked path, “Kiki! Where are you? Answer me if you can hear me!”

“Hopper over here!” she shouted from the path on his right.

“Right” Hopper then took off in the said direction, but before he could progress any further a giant spider lunged at him, “Crap!” Instinctively Hooper slid under the spider and once he was behind it pulled out his sword and got into a stance. “Dammit! I can’t believe I fell for that! You’re a Vocader!”

The spider in response only repeated the same message it used to lure Hopper.

“Grah! You’re wasting my time!” With one clean strike Hopper pierced the spider’s head causing it to shriek in pain, but after a moment the spider fell to the ground and blew up into a cloud of purple smoke.

“Shit…if nightmares like these are wandering around here then I got to find Kiki fast!” Hopper continued his new route until he ran into a dead end, “Of course,” As he turned to go back he ran into somebody he did not want to see; Paranoia, “No way…how? How?! That was a sunlight grenade!”

Paranoia walked closer to him bringing the cold air around him to frigid temperatures, “Sad isn’t it?”

“W-What?”

“It’s sad to see such a desperate fool fight for his life. Unfortunately, it was all in vain,” As he said this, shadows grabbed hold of Hoppers legs.

“Ah! What’s going on?!”

“Also I don’t make threats…I make promises,” Then suddenly the shadows covered Hopper’s entire legs and promptly crushed his femurs.

“Aaaahhh!!!”

Kiki heard the screams of her friend as she kept running down hall after hall, but the exit was nowhere to be seen. After a few more minutes of running she stopped in her tracks and fell to the floor crying while dropping Lucain onto the floor as well. She can’t take it anymore. She never felt so alone. How could have things turn out this badly? She thought this mission was going to be simple, she thought that finally she will have time to spend with her friends. Being with her two friends was like a dream to her, but now this is a true nightmare and she didn’t have either of her friends to help her.

Her crying intensifies with her tears dropping down like miniature waterfalls. She looked back to the unmoving body of Lucain and slowly crawled over to him. She didn’t want to be alone in her darkest hour, so she decided to lie next to Lucain.

“Lucain…I’m s-sorry,” she said sadly as she caressed her friend’s face. After a short moment she pulled her face closer to his until both of their foreheads are touching. She closed her eyes saving what time she has left with her remaining friend. She didn’t know how long she was like this, but she soon heard footsteps heading in her direction. She kept her eyes closed not wanting to see the man responsible for this. Eventually the footsteps stop near her.

“G-Go away.”

“Don’t worry milady it will over soon…I only have one favor to ask of you.”

“N-No…”

“Would you kindly go to sleep?”
/

Chapter 18: Living Arrangements
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Masks Lie and Nightmares Never Die

Chapter 18: Living Arrangements

Shining gave out a pained groan as he slowly woke up from a deep sleep. He rubbed his eyes to get rid of the morning blur, but once he did he felt something off. Once his vision became clear his eyes widen, for he saw his hooves are now hands like the ones humans Twilight described to him. Seeing this he removed the blanket that was covering the rest of his body, and what he saw surprised him greatly, he was wearing an under shirt and pajama pants with his cutie mark patterned all over it. Also he still has hooves for feet. Shining felt his mind race as tried to make sense of his current situation.

“Okay Shining get a hold of yourself…Obviously you been turned into a human or rather part human creature just get out of bed and analyze the situation. There should be a mirror somewhere around here and hopefully I can find the others while I’m at it.”

Shining jumped off the bed landing on his feet, but once he landed he had trouble keeping his balance and shortly fell to the floor face down.

“Oww…” he groaned as he picked himself off the floor. Shining leaned against the bed he recently jumped out of in order to keep his balance, “This walking on two hoofs thing is going to take awhile to get used to,” Shining slowly let go of the bed before trying once again to stand on his two feet. After struggling for a bit Shining finally manage to keep his balance only to run into another problem; the art of walking, “Okay…if I remember correctly Twilight told me humans walk by moving one leg after another and the first step is dependent on their dominant hand or was it the opposite?” Shining pondered for a moment before coming to a conclusion, “Well…I just used my new right hand to get back off the floor, so I guess that’s my dominant hand. I guess that means I should put my right foot forward.”

After a few attempts at walking Shining finally got the hang of it. With this accomplished he took the time to look around the room he was stuck in. To him it wasn’t much different from living in the Crystal Kingdom though it was less…crystally. After some looking around he eventually found a hand mirror. What he saw surprised him a little, for he still has his equine head though slightly altered, “If this happened to me…that means the others must have been changed has well, but how?” He asked himself, “Looks like I have to cross that bridge when I get to it, but first I need to find the others.”

He looked around finding three more beds in the room with one smaller one in front of one. When he looked at the smaller bed he found a familiar baby dragon sleeping soundly in the small bed, but he wasn’t changed at all. However, before he could think on it further he found one the larger beds being inhabited by no other then Dr. Grey Suture who was changed like Shining himself. Rather than let them continue their blissful slumber Shining decided to shake them awake.

“Hey! Wake up!”

The two slowly woke up with a yawn while rubbing their eyes, “Is it morning already?” Spike said with another yawn as he got out of his bed.

“Yeah is it? I having a nice dream before you started shaking and yelling,” Grey Suture trailed off as his vision cleared. Grey’s eyes widen when he looked at his changed body “Jumping jalopy! What the heck happened to me?!”

“What’s going on Shining…whoa Déjà vu.” Spike added, “Wait! What about me!” The baby dragon quickly checked himself to see if he was changed as well, but soon breathe a sigh of relief as he saw he was still himself, “Whew…I thought I was a dog again, but if I’m still me then what happened to you guys?”

“Well honestly Spike I don’t know how or why we been turned into these half-human half-equine ponies, but what I do know is if this happened to me and Suture then the girls may have been changed as well,” Shining explained.

“Well ain’t this a fine mess we gotten ourselves into, but there is no point in us sitting around,” Grey said as he removed the blankets off his body, so he can jump off the bed.

“Grey wait! Don’t jump off the bed!” Shining yelled, but unfortunately his warning fell on deaf ears. Grey continued his action only for him to fall to the floor face first like Shining before him.

“Oww…”

“I tried to warn you.”

‘This going to take awhile,” added Spike.

After a few minutes of Shining helping the hapless doctor get used to his new legs Grey finally was able to walk around, “Okay that’s a new experience I will be writing in my journal when we get back home, but what now?”

“Well first we should look for the girls we can’t really get a hold on what’s going on until we find them.”

“While I agree with you Shining there’s only one problem. The hallway out that door according to what Paranoia told me when I was brought here the first time is like a maze and isn’t very well lit. In short we can easily get lost out there even thought we were going only straight,” Spike explained.

“Then how do the Nightmare Brothers get around?”

“I don’t know…they just know where go.”

“Great…just great…we can’t risk going out there then, but what can we do?” Grey said with a look of frustration.

Shining scratched his chin in thought, “Then we should look for another way.”

The trio then begun to search the room for any alternative ways out. They continued to search for a few minutes until they heard a knock at the door that leads into the hallway.

“Knock, Knock. Is anyone awake in there?” asked a familiar voice.

“Dully is that you?” Shining asked.

“Oh so you are awake. That’s good…what about the others?”

“Whoever you are the dragon and I are awake as well,” added Grey.

“Great! Can you let me in?”

“Uh…sure,” Shining said as he open the door for her.

“Thank you,” she said as she walked in much to Spike’s and Grey’s shock.

“Wha?! How is your head disconnected from your neck?!” both shouted in surprise.

“Oh this? I was imagined this way,” She responded flatly as her body pointed to her neck, “By the way my name’s Dully we haven’t met before,” her body offered a friendly handshake which the two reluctantly took.

“Now that introductions are out of the way, I’m here to deliver a message from Sir Paranoia.”

“Sir? You mean he’s knighted?” Shining asked with a raised brow.

“Yes and so are his brothers.”

“Huh…what a strange bunch of knights.”

“What was that?”

“N-Nothing…anyway what’s the message?”

Dully pulled out a scroll and opened it up,

“Dear equines, if you’re wondering what has happened to you the answer is simple I genetically modify your DNA to become anthros. Now the reason for this is because you have been selected for further challenges by our lord, but these challages require you to be bipedal and have some sort of human characteristics. If you’re wondering no, the change is not permanent and you should revert back to your normal selves in a month or a few weeks at the least. Anyway I best recommend you stay in your rooms for tonight because currently our lord is unavailable at the moment until then dinner would be brought to your rooms in a few minutes. Also on a side note you’ll have some new roommates two for the men and one for the women they will come along once dinner arrives. Oh and before I forget if you’re wondering about your precious Princess Luna I wouldn’t worry about her. She’s alive and making a full recovery in the infirmary, but she won’t be joining you for the next three days until she full recovers. Well that should wrap what needs to be said Dully you can stop reading now…Oh... how embarrassing,” she finished as her body placed her head on a nearby table and closed the scroll.

“Well…that’s a lot to take in,” Grey said, “Well at least we know the girls are safe and Luna is recovering.”

As much as that was good news Shining still was aware of their situation, “Yeah, but we’re their prisoners.”

“Well at least they made us comfortable prisoners,” Spike added.

Dully nervously shifted a bit after noticing the tension that surrounded Shining, “Anyway I should get going, I need to give the same message to the girls a couple of doors down the hall so…thanks for letting me in,” after she finish her sentence she walked out of the boys room and closed the door ignoring the sudden looks she got.

“Wait what!” yelled Shining as he quickly open the door to chase after her, but as he open the door he was met with a single long dimly lit hallway. Seeing no other option Shining immediately ran down the hallway ignoring the protests of his friends.

“Shining wait! We don’t know what wander these halls!” shouted Grey as he followed Shining.

Spike sighed to himself as he reclosed the door, “I tried to warn them…I wonder how long it would take to make it back to this room?”

Meanwhile…while the two colts are running around the halls, the girls already have gotten used to their new forms and are currently just as lost as the boys.

“Yaahh!!” yelled Rainbow Dash as she ran out the door and into the darkness.

“There she goes again,” said Applejack as she sat on the edge of her bed thinking of a way out.

After a few moments the girls in the room heard Rainbow’s yelling again as she immediately ran into the room for the fifth time, “Seriously! How is this happening?!” she yelled in frustration as she got ready for another attempt only to be stopped by Fluttershy.

“Rainbow please stop, you’re only to wear yourself out if you keep this up,” she said with concerned. Rainbow Dash looked to the ground and mumbled a few words before sitting on her bed in the room.

“She’s right you already helped proved that running out that door is pointless. At this point it would be a waste of energy,” Nurse RedHeart added with a sigh sigh.

“Something on your mind nurse?” Applejack asked as she noticed her downcast expression.

“I’m just worried about the boys…Grey especially.”

“Aren’t we all?” Rarity added as she gave a wistful sigh.

The mood in the room became heavy for a moment until a certain nightmare made herself known, “Is this a bad time?” asked the nightmare as she entered the room.

“Dully!” shouted an excited Pinkie as she ran up to the Dullahan and hugged her.

“Whoa! Nice to see you too, but can you please watch the head?” pleaded Dully as her body did its best to prevent the head from being crushed.

“Whoops sorry,” said Pinkie as she let go Dully and gave her a sheepish smile.

“Don’t worry about it, but just remember next time okay?”

“Okey dokey!”

“So what brings you here Dully?” asked Applejack curiously.

“Yeah what brings you here?" added Rainbow Dash as she eyed the nightmare in suspicion, for she didn’t really trust nightmares from her experiences.

“Well I’m here to deliver a message from Paranoia and it’s something you might want to listen to..,” Dully then begin to relay the same information she told the boys.

“So that’s what happened to us,” Applejack said as she adjusted her hat.

“But through genetic modification? I thought only unicorns can do transformation through magic not through the use of experimentation,” added RedHeart as she thought more about it, “Although, that Paranoia guy isn’t unicorn and he still pulled it off. I would be impressed if we weren’t prisoners.”

“Well at least it’s temporary. I prefer my own body than this one I mean look at me! My wings grew bigger and in a close and small space like this I can’t even use them!” Rainbow gave a small pout before lying on her bed, “Did Twilight really have to go through something like this when she entered the human world?”

“My best guess is yes Dashie,” added Applejack.

“Oh don’t such downers. At least they’re giving us food to eat,” Pinkie said in an effort to change the subject.

“Pinkie’s right I mean they gave us a room with beds, a bath big enough for all of us, and a window with a beautiful view of outside. Honestly, I feel more like a guest than a prisoner,” added Fluttershy.

“I have to admit the décor does speak royalty and these clothes do fit our new bodies very well even though they’re just sleep wear. Where did you get these anyway?” Rarity asked.

“Well they were mostly bought from stores from the waking world, but some of them are made by our very own professional clothing designer and tailor.”

“Ooh a professional. I would like to meet this professional whoever he or she is.”

“Well…he is currently unavailable at the moment, but I will let him know you wanted to meet him when he does.”

“Thank you darling.”

The RedHeart gave Rarity a raised brow while Applejack sighed at the situation.

“What? If we’re going to stay here I might as well gain more ideas.”

Not wanting to prolong the conversation any further RedHeart dropped the subject.

Dully was again feeling awkward in the following silence and decided to leave the room, but before she left RedHeart spoke up, “How are the boys doing?” she asked with a worried expression.

Dully gave her a small smile before responding, “Honestly, they worried about all of you just as you are of them,” With this said Dully took her leave and closed the door to their room leaving them to wonder what to do.

Spike lay on the bed with a bored look on his face. It has been a quite a while since the other guys charged into the dark hallway despite his warnings. He let out a yawn as he took a book nearby and looked at its cover, “Dream Fairies and Nightmares: know the differences and their Purpose,” he said plainly as he opened the book.

“Let’s see…Dream Fairies are a race of beings that exist on a different plain of existence which is today is known as the dream realm. Dream Fairies used be imaginary friends of individual mortal children with strong imaginations that causes them to be real to them. These imaginary friends become Dream Fairies when the child has a dream that they wish to reach and trusts their imaginary friend to help them reach that dream. At this point these Dream Fairies are recruits and only become true Dream Fairies when they helped the child reach their dream,” Spike raised a brow after reading the passage, “So that’s how Dream Fairies are created…Twilight will love to read this.”

Before he could read the entry on Nightmares he heard something running towards the door to this room. Spike gave out an annoyed sigh before getting off the bed and walked towards the door while mentally counting, “3…2…1…” he then opened the door to see Shining and Grey rushed passed the door and crashed into the farthest wall in the room.

“So…how did it go?” he asked sarcastically as he closed the door.

The only response he got was some groans of pain.

“I thought so.”

The two recovered after a moment and immediately begin asking questions in a bewildered manner.

“What in the name of my wife just happened?” Shining yelled.

“We just ran straight and we ended up back here!” Grey responded.

“How did that happened?

“I don’t know! I just as confused as you are!”

The two continue to talk to each other endlessly not making any progress in answering their questions. That is until Spike made a small cough bringing their attention to him. “It’s like I said you guys, the halls is like a maze you can easily get lost even if you’re running straight.”

Grey and Shining looked at each other for a moment before remembering Spikes word minutes before they took off into halls, “Oh…right…” they both said as they looked at the ground in embarrassment.

Suddenly they heard a violent knocking coming at their door. Everybody then stood up on edge already sensing danger and the knowledge that it isn’t Dully at the door. They waited for a moment before there was another violent knock however this time it nearly broke the door down.

“O..pen…do…or…” said a slow voice that Spike immediately recognized.

“Fear!?” he yelled as the door was busted down.

There standing where door the used to be was the nightmare himself, but he also seemed to be carrying two unconscious beings that isn’t known to any of them. Fear walked into the room while looking at the other inhabitants in the room. He also seems to be wearing a new gas mask since his old one was destroyed before. Fear stopped in the middle of the room and in front of Shining, Grey and Spike.

The said three looked at Fear with angry looks and battle ready positions. That is before Fear spoke up.

“N…ew…room…mates…” he said as he dropped the two bodies onto the floor, and walked away into the halls disappearing into the darkness.

The group looked at each other before examining the bodies. One was a strange cricket looking humanoid while another was a wolf man. The cricket’s legs have stitches and braces, “Oh boy,” Grey said as he looked at the stitches.

“What is it?” asked Spike.

“These stitches are not just covering surgically open wounds. This poor bug man had his femurs crushed then put back together again.”

“What?! How?” Shining said shocked.

“Only a master surgeon could have that kind of knowledge and the only one I know is me!” Grey said with a panicked expression, “Who else could have this knowledge?”

The group looked at each other before remembering who turned the two colts into half-human half- pony creatures, “Paranoia!” they shouted in unison.

“If he’s this advance with medical arts then in turn he could easily take us apart and put us back together again!”

“Argh…quit yelling if I wanted an alarm clock then I would’ve stayed home,” said a new voice.

The group stopped in their tracks and looked at the source of the new voice; it was the wolf man. The wolf man looked at them with a confused look before getting off the floor, “Uh…yeah…the name’s Lucain…and you three might be?”

The group didn’t moved for a moment that is until Shining stepped towards the wolf man to greet him, “My name is Shining Armor the baby dragon over there is named Spike, and the grey colt is named well…Grey Suture.”

“Nice to meet you all, considering the circumstances that brought us here,” Lucain said as he remembered how he ended up captured. His mind then drifted to his friends who he last remembered were fighting Paranoia, “Shit! Hey Shining! Have you seen a rabbit or cricket around here?”

Shining looked at his friends who in turn looked at the body on the floor, “So that’s what type of insect he is” Grey said with a fake smile in a failed attempt to make the mood lighter.

“Damn it all! Hopper! Hopper!” Lucain yelled as he kneeled next to his friend and attempted to shake him awake.

“I wouldn’t bother doing that…I’m pretty sure he’s unconscious and not waking up anytime soon,” Grey said flatly.

“I know that! C’mon help me get him onto the bed.”

The two colts didn’t waste any time to help the wolf man lift his friend onto a nearby bed. Once that was done Lucain gave out a small growl, for he saw the braces and the stitches on his friend’s legs, “That bastard! When I get my hands on him I’ll make sure he’s going to be drinking his meals through a straw for the next few years!”

“Well…if it makes you feel better the work on his legs is done so well he’ll make a full recovery in the next three days,” Grey said trying to cheer Lucain up, but only received a snarl in response, “Okay…I get it you need your space, so…I’ll be standing over there,” he said nervously as he backed away and hid behind Shining.

Shining sighed at this act, but understood his fear. Treading carefully he walked closer to the wolf man, “So Lucain why are you along with your friend Hopper?”

Lucain grumbled under his breath, but looked at Shining, “We were sent here to investigate the sightings of forbidden magic use; in this case other world travel.”

“What makes it forbidden? I mean we used the same magic to get here.”

“Well it may not be forbidden in your world, but in my world forbidden magic can’t be used by non-god entities unless supervised by a god.”

“Interesting, but how did you get caught?”

“Paranoia knew we were here he tracked us down and considering what happened to Hopper captured us. I just hope Kiki didn’t get hurt or else I will be bringing more hell than I promised before.”

Shining was going to question about Kiki, but guessed he or she is another friend of his. So he mentally moved on to the next question, “So who or what are you exactly?”

“We are Dream Fairies. In short we help protect the dreams of mortals in our world from nightmare attacks on the waking world.”

“Not exactly what I imagine a fairy to be.”

“Well I’m sorry we can’t all be tiny people with butterfly wings,” Lucain replied sarcastically as he made little flapping motions with his hands, “Anyway…considering that we are stuck in the same situation we should work together. I need to find evidence of forbidden magic use and you need to rescue your friend if we team up we both get what we want.”

“Her name is Twilight and she’s my sister, but you do have a point.”

“So do we have a team up or what?” Lucain then brought out his hand hoping for a handshake.

Fortunately, he didn’t have to wait long for the handshake, for it took Shining less than a second to return the handshake. The two smiled at each other now having developed some respect for each other.

“Uh…excuse me?” spoke a well-mannered voice.

The group turned to the door way to see a giant spider in a tuxedo standing at the doorway. The spider was carrying multiple plates on its arms which everybody except for Lucain knew what that meant.

“Dear me! What happened to the door?” The Spider said as it walked through door before stopping in its tracks, “It was Fear wasn’t it?” it said flatly.

The group just nodded in response being too shocked by the giant arachnid to speak.

“Of course it was…anyway here are your meals,” the spider then brought out several tables and laid each plate on top of them, “Now I looked into each of your biology given to me by the head chief, so I guess these two piles of cooked hay sided with carrots and apples belong to you two gents,” The spider then pointed to Shining and Grey who only stared at the food with confused looks. “And for the growing baby dragon we have something rather unorthodox, for you get a pile of gems which contain several different rare gems such as rubies, sapphires, and emeralds just to name a few,” The Spider then moved closer to Lucain and Hopper “As for you two…the wolf man gets lamb ribs sided with mash potatoes and peas, and the cricket gets a salad laced with honey.”

The spider then took at a look at the sleeping Hopper, “Oh dear…still asleep. I got a remedy for that,” The spider then crawled next to Hopper and whispered a simple word, “Boo.”

Shortly after saying that Hopper woke up screaming before jumping onto the ceiling shaking like a wet dog, “Spiders! Spiders everywhere!” he yelled.

“Terribly sorry for that sir, but your food is ready. So would you please get down from the ceiling?”

Hopper looked at the source of the voice only to see a giant spider staring at him from below, “Sp-sp-spider! Giant Spider!”

“Oh dear…I guess that’s my cue to leave, but before I do let me fix the door for you,” The spider then walked to the busted down door and after a few minutes of hammering and webbing the door was back in place. With a quick goodbye the spider left the room leaving the guys with their thoughts and meals with Spike already starting on his pile of gems.

To say the girls were confused was understatement. First, Paranoia appeared in the room carrying an unconscious rabbit in his arms after a few words he placed the rabbit on a nearby bed and left. Second, the rabbit eventually woke up and introduced herself as Kiki she explained briefly about herself and what she is to the group before remembering and freaking out about her friends. Once the group managed to calm her there was a knock at the door. Pinkie opened the door letting in a giant Praying mantis into the room. Of course everybody in the room freaked out though a certain mare fainted at the sight of the creature. Strangely the creature freaked out as well and after small squabble the creature was pinned down by Applejack and Rainbow Dash. Considering its situation the creature explained why it was present in their room telling them that it was bringing the food to them. To prove it the praying mantis whistled bringing out three other smaller mantises’s appeared bringing food carts serving food to the girls.

A little bit later, the mantis left leaving the girls to themselves and their food. After eating their given meals they heard a voice echo around the room.

“Testing...testing 1, 2, 3 testing. Okay it is now 8:00 P.M officially this is the time to go to sleep for those who do not naturally belong to the world of sleep. This means you, our special guests…so I recommend getting some sleep for tomorrow. Thanks for your cooperation and have a good night.”

The voice then stop speaking signifying it was done by the sound of a small beep noise.

“Ya’ll hear that? We should get some shut eye, who knows what they’re planning for us tomorrow,” Applejack said as she climbed into a bed near her.

“Are you sure that’s a good idea? I mean we are in the nightmare realm after all they might attack us while we sleep!” Rainbow Dash said with concern.

“You don’t have to worry about that. I’m a dream fairy after all, so I don’t need sleep. I’ll watch over you guys, although…I might be bored throughout the night,” Kiki said easing the group’s worries.

“Wait you don’t need sleep? How can you do that?” asked RedHeart.

“As beings that live in the world of sleep. It’s not necessary for us to sleep though we can simulate it and feel its effects.”

“Wait does that mean can dream fairies and nightmares can have dreams and nightmares?” Pinkie asked with innocent curiosity.

“Not really mostly for us it’s just a blank room for our thoughts, so in other words we can see what’s going on in our own heads. However, should we get a dream or nightmare its mostly prophetic telling us of good or bad things to come.”

“Wow that’s amazing I would never thought that,” Rarity said.

“Well I will probably tell you more about it later, but like your friend Applejack said you guys should go to sleep.”

“Okay then good night!” Pinkie said quickly before jumping into her bed and falling fast asleep.

The others after saying their goodnights to each other turn off the lights in the room, and fell asleep leaving Kiki alone in the darkness of the night.

Kiki slowly rocked herself on her bed wondering what happened to her friends until she heard a familiar howl. She felt a wave of relief wash over her, for she grew to recognize Lucain’s howling from other wolves. In response she gave howl of her own or at least her best version of it to let Lucain know she’s okay. She kept doing this throughout the night without waking up her new friends all the while giving out a small smile.

Chapter 19: Breakfast Time
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Masks Lie and Nightmares Never Die

Chapter 19: Breakfast Time

Many years in the past…

“Desmond, c’mon this way!”

“Mother, wait up! I know you want to help Joseph, but do really think this is a good idea?”

His mother shot him a glare for asking the question. They agreed together that they will check up on the government that runs their town just to be sure if they caused the epidemic in the first place.

“Desmond! Joseph is my friend and he and his people need our help!”

Desmond flinched a bit from her voice. He never really liked it when she yelled; it scared him a little bit.

“Yes mother.”

“Good, now boost me up. I can’t over the fence.”

Desmond could only sigh as he made his way to her and picked her off the ground, so she can stand on his shoulders. The fence itself is tall as Desmond himself with metal bars painted black and tipped with rather pointy spikes. Jocelyn slowly stepped off his shoulders and over the fence doing her best to keep her grip as she slowly slid her way to the ground.

“Okay your turn.” She said quietly.

Desmond nodded as he took a step onto the fence and in one swift motion jumped over the obstacle before landing gracefully onto the ground.

“Hmph…showoff” Jocelyn said grumpily as they made their way to the building.

“Hey you’re the one that said I should try doing cooler stuff. Doesn’t that count as ‘cool’?”

“Not when you upstage your mommy, Desmond.”

“Oh, sorry.”

“Apology accepted.”

The building itself despite being a government building wasn’t anything too impressive due to its odd grey color and only have two floors, but it held its purpose of being the meeting place, for all sorts of officials.

The duo slowly sneaked to a nearby window where they spotted a few officials talking to each other.

“So…do you have the gold you promised?” asked the skinny official.

“Yes do you? We did what you asked. Those annoying non-sense spattering rodents won’t know what’ll them till it’s too late!” added the greedy looking one.

“All in due time my friends…once the ‘pests’ become infected with the new plague I developed. We shall flood the sewers forcing them to the surface and infecting the rest of the populace of this dumb town. Once that happens then you shall receive your rewards for assisting me in my goals,” said the odd looking official.

“Damn it Lucius! You said after we done all your dirty work you’ll give us riches beyond our wildest dreams!” complained the skinny official.

In response the odd looking official now known as Lucius in a blink of an eye grabbed the official’s tongue and took out a small knife.

“Still thy tongue Mort, lest you lose it,” Lucius said menacingly as he waved his knife in front Mort.

“Nffff!Dfffft!” was all the man could say as he attempted to plead with Lucius.

“So…I guess we have an understanding now?” The man nodded, “Good boy…” Lucius then let go off the man’s tongue and in turn hurryingly crawled away behind his cohort. “Now you two…leave me. I wish to have some time to myself.”

The officials left the room leaving Lucius by himself. The man gave out a deep frustrated sigh as he sat in a nearby chair.

“Ah mortals…even in the greenest of grass there’s always a weed for me to exploit. I do love it when a plan comes together. This will be another step towards my ultimate goal…heh heh heh.”

Lucius then began to glow in a sinister green light. Jocelyn and Desmond could only look on with shock and awe as the man’s body change and morph into a more serpent like form. Once body reached this state the light began to fade. Slowly the body of Lucius was replaced with a grey two armed serpent.

Desmond quickly placed his right hand over his mother’s mouth already feeling that she was going to scream.

“Ah…this is more like it. Although, taking the appearance of a human mortal has it uses, I find the form to be a little bit distasteful. However, now’s not the time to show my true face to the world…well not yet anyway.”

Desmond decided they seen enough. He took his mother hand and quickly took her out of the area all the while doing it quietly as possible. Once they got out they headed straight into the sewers in order to warn Joseph and his people.

“What! He transformed into a serpent?!” Joseph yelled; he was flabbergasted by this new information.

“I don’t believe it either, but it’s true! The man’s a snake! I saw it with my own eyes!”Jocelyn affirmed.

“A snake within a group of officials…that can’t be good.”

“Worse still he had two other seedy looking men with him, and they said they did something that’ll put you and your people in danger.”

“Gods! I got to warn the elder! Do you know what they did?”

“No they didn’t say what they did in detail, but just the sound of it means bad news.”

“Dammit! We can’t warn the others if we don’t have any evidence to back up our claims. They’ll think we’re lying.”

“That’s not good…well…time for Plan B,” Jocelyn felt a tap on her right shoulder. She looked to her right and to Joseph’s undying frustration spoke with her son who he still cannot see. “What’s Plan B Desmond? That’s eas,; we look for the problem ourselves.”

Joseph sighed, “Why do you have to be so reckless?”

“Hey! If it’s the only option we have left then we should follow through with it!”

“That is the most flawed logic I ever heard, but you’re right I don’t see any other way out of this. Okay count me in as well. I know the sewers like the back of my hand, if they did something to the sewers I know a few spots we can check for sabotage.”

“Great! Now let’s go!”

Like that the group set off to find the possible danger that threaten the lives of Jospeh’s people. After some searching they came across something strange.

“Hey guys! I think I found something!” yelled Jocelyn. She pointed to a strange object that looked like it was made from clay, “But what is it?”

“I’ve never seen anything like it. It looks like some sort of modeling clay, but why would they stick it on a pipe?” Joseph question as he examined the strange object, “This must be how those officials plan on carrying out their plan.”

“But how? It’s just clay…right?”

Jocelyn also examined the clay closely and noticed strange wires sticking out of the clay.

“You see it too don’t you?” Joseph asked.

“What the heck is it?”

“If I knew I would have answer ready for you, but I don’t.”

“Desmond, do you know what it is?”

Desmond unseen to Joseph, took a small glance at the object before looking back at his mother and shaking his head negatively.

“Not even Desmond knows what it is,” she said with a disappointed tone.

“That’s not surprising considering that you created him. He doesn’t know more than you do.”

“Is that how it works? Never mind…all we know is that this thing is bad news.”

“Agreed,” Joseph then grabbed the clay object before stuffing it into a bag, “Who knows how many they put down here. We have to act fast who knows when they decide to activate whatever this stuff is.”

With this said the trio took off. They searched all around the sewer taking every odd clay object they find while checking some sensitive spots in the smelly underground. Eventually, the bag became so heavy Desmond had to carry the bag during the rest of the search much to Joseph’s discomfort. They later reached the last sensitive area Joseph mentioned which is the water regulator. The machine kept the sewage water at a reasonable level and kept it away from the Nomats settlement. Not surprisingly they found a few more clay objects placed all over the regulator.

“Just as I thought there’s more over here. C’mon just like the others rinse and repeat.”

Joseph then started to peel off the clay objects like he and Jocelyn done before, but right before he took the last one; a multitude of beeping noises was heard simultaneously.

“That doesn’t sound good,” Jocelyn said as the beeping grew faster.

Joseph quickly looked back at the clay object in his and saw it was counting down in bright green colored numbers. As of now the number has already reached the strange count of zero dot forty and counting.

“What?! A timer! These are bombs!”

“Yeah we kinda figured that out…when they started beeping, but more importantly we have a bag full of these things right next to us!”

Desmond eyes widen when he heard of this revelation. He has to act and fast. Quickly snatching the bombs from Joseph and stuffed them into the bag.

“Desmond! What are you doing?!” Jocelyn yelled with concern.

“Mother…thank you for everything,” Was all Desmond said before he took off running determined to get rid of the bombs.

“Desmond!!!”

Life in the city above remained blissfully unaware of the events taking place below. That is until a manhole suddenly flew out of it spot in the ground alerting nearby passerby’s. To everyone’s shock and surprise a large bag came out of the manhole being carried by an invisible force.

“Ah! What is that!”

“An invisible man?”

“Invisible man?”

*Screams*

“Ow! Was that even necessary?”

“Sorry…”

Desmond ignoring the chatter and odd looks from onlookers took off down a street in the direction of the forest. He ran as fast as he can hoping to get the bombs out of range from the city he called home, and into cave or something that can reduce the possible damage. His mind went to his mother. He owns her everything for his existence and purpose in the world. He just wishes that there was a better way to deal with these bombs without resorting to this rash decision. Desmond checked the bag only to see 15 seconds left on the bombs. “Oh boy…” he said as he picked up the pace.

He eventually reached the forest, but as he looked at the timer for the bombs; he only had 5 seconds left.

“Damn it! I don’t have enough time to reach the cave. C’mon Desmond think fast!”

With no time left Desmond instinctively throw the bag onto the ground and pointed his hand at the bag.

Meanwhile back in the city. Jocelyn and Joseph eventually got out of the sewers only to see the resulting explosion from the bombs.

“DESMOND!”

Watching the explosion from the calmness of his office, the mastermind look on with interest, “Hmm…the bombs shouldn’t be exploding over there…looks like we have some interlopers…”

Jocelyn and Joseph headed toward the direction of the explosion. When they got closer to the source of the explosion Jocelyn realized the bombs exploded in the forest where she and Desmond commonly play at when they have time.

“Joseph over here!” she shouted as they got closer to the smoke tower.

When they reached the source of the smoke the two could only stare dumbfounded at what they saw. Desmond covered in ash was sitting in front of a campfire that was placed inside of a crater. Noticing his mother and her friend’s presence he looked at them and smiled.

Jocelyn felt her eyes blur as she ran up to Desmond and hugged him tightly.

“Sorry for making you worry mother,” he said as tears threatened to fall from his eyes.

“Just don’t do anything stupid like that again, and if you are make sure I’m with you. What kind of mother am I, if I let my own son go off and do dangerous things on his lonesome?”

“C’mon I said I was sorry mother.”

“Just shut up.”

While the two were hugging each other, Joseph was staring wide eye at the slightly visible Desmond. Whose invisible form was outlined by the ash covering his body.

Twilight gave a slow yawn as she got up from bed. Today was her second day in the Nightmare realm and so far it wasn’t bad. I mean she still hold the fact that she was fillynapped against Fredrick, but after hearing his story she decided to give him a chance.

“I’ve been told breakfast is ready at 8:30, so I better get ready,” she said shaking off her sleepy state. She opens some of her drawers and looked through them to see what she should wear today. As she was searching she found some more copies of her human world clothes among other things, "Just in case I wasn't feeling adventurous I suppose," she said as she looked at the clothes with the same questioning look she had when she first lay her eyes on them, "Fredrick has a lot of explaining to do."

Twilight smiled to herself. To her this was exciting, for she was going to learn new spells from a professional spellcaster. Granted she learn plenty from Princess Celestia herself, but she’s curious what she can learn from Fredrick. Her thoughts went back to their first encounter with each other. To say she lost was an understatement, he completely decimated her with advance spells she knew and some she never knew. Twilight wondered what would be her first lesson, she remembered Fredrick mentioning that they will go over offensive spells, granted after he is back in full swing considering he just woke up from an ‘episode’. Twilight shuddered at the memory that he nearly tried to gouge her eyes out, but was glad that his mentor Boog was there at the right time.

Going through the routine of any good morning Twilight headed to the bathroom to clean herself, and dry herself. Doing this she returned to her room and put on her selected clothing, "It's great look that's for sure, but I think next time I should experiment some more. I know Rarity would have wanted me to with the selection given to me."

With a sigh Twilight decided not to ponder on the matter any further, "I should hurry up, Fredrick is waiting for me and I don't want to keep him waiting."

/
Meanwhile in the dining room and Kitchen...

“Is everything all set?” Paranoia asked a nearby bat-like nightmare. The nightmare immediately straightens up with fright and look at Paranoia with fear in his eyes.

“Yes all the preparations are done sir! Should we get the guests?”

“Please do, this is for them after all.”

With a hasty bow the nightmare gathered few other nightmares and ran off into the darkness of the halls.

“I’m I really that intimidating? I normally see this reaction when they talk to Fear.”

In response to his name, Fear pokes his head out of nearby window in the kitchen he was cooking in, “I know right?”

Cooking has been a favorite hobby for Fear, this was clearly shown in his voice as his adrenaline already had him talking normally, “Brother, do have any leftover pancake mix?”

“Plenty, why do you ask?”

“I have a feeling we might need it.”

“Whatever man…I’m still getting over the fact I just cooked pancakes made for a bunch of horses.”

“Well their diet is different from a regular omnivore and we need to respect that. Also they’re ponies not horses there’s a difference.”

“Meh…that means more meat for me,” Fear then return his head into the kitchen and as he does it the boys and the girls appeared from separate hallways across from the dining room table.

“This is the Dining room?”

“Wow fancy”

“I thought we were having breakfast?”

“Well this is certainly different…”

“Hey look it’s the others!”

The two groups waved to each other before being told by the nightmares that led them here to take their seats. Applejack and the rest of Twilight’s friends including her brother looked around for Princess Luna and Twilight herself.

“Where’s Twilight? Isn’t she going to be here? And what about Princess Luna?” asked Rainbow Dash.

“For the former, don’t worry about her. Our lord is getting her as we speak. As for your princess of the night,” Paranoia snapped his fingers as he trailed off opening a portal in the process and slowly out came Panic who was leading a bandage Luna to the table. Paranoia noticed that Panic was wearing a new half mask. “Panic what happened to your mask? Last time I checked you never change your mask.”

“Err…my other mask broke,” he said as he tipped his hat downward.

Paranoia sighed he already had an idea what happened so he decided not to press the minor issue further, “Just lead the Princess to her seat.”

Doing as he is told Panic lead the Princess to an empty seat next to Pinkie Pie much to cotton candy looking pony excitement.

“Luna! We’re so glad your okay!” Pinkie said estactically as she bounced up and down in her seat.

“Good to see your still with us and still a pony,” Applejack added.

“Quite right…Paranoia told me of your transformation, but still I am finding hard to believe such concoctions can cause such changes in your bodies.”

“Well it takes some getting used to, but other than that there isn’t anything bad about them,” Rainbow said as she gave a small glare at Panic.

They were going to continue their conversation, but then Paranoia tapped on the table loudly to get everyone’s attention, “Attention everybody our Lord and the main guest of honor has arrived please direct your attention to the south hall” he then pointed to the wall south of the table. Everyone was confused at first until the wall opened up and two figures stepped into the room. One they weren’t familiar with, but the other was their friend Twilight Sparkle whose face brigthen up when she saw her friends.

“Rainbow Dash, Pinkie Pie, Rarity, Applejack, Fluttershy, Princess Luna, Shining?!” She exclaimed.

“Uh hey what about us?” Grey said as he pointed to himself and Nurse Redheart.

“Oh sorry,” Twilight said as she rubbed her head in embarrassment as she went off to talk to her friends. She spent a few minutes talking to her friends and hugging her brother before Fredrick called her back and brought her to her seat which was next to his. Before he seated himself he removed his coat, and hat, and looked at everyone who was seated, “Greetings colt and mares, lady and gentlemen. I’m glad to meet you all in one room. I am Lord Nightmare, the ruler of this realm and from what I can guess, all of you are intruders that invaded my estate one way or another. But, all of that is in the past, from now on all of you are guests and to celebrate this breakfast is now served!” Right after he said this Fear busted into the room wearing a chef’s hat and a apron that reads ‘FEAR the COOK’ while carrying trays that carried an assortment of breakfast items such as hay pancakes with berries and hash browns on the side, to the classic eggs and bacon, and the unconventional platter for the baby dragon himself nothing but gems.

“WHOS HUNGRY!!!” He yelled on the top of his lungs causing everyone to cover their ears from the sheer volume. As everybody recovered from the ear shattering yell they were greeted with a small army of Panic’s dressed in both maid and butler outfits who took the platters from Fear and placed them to the person they were meant for. This continued for a few moments much to everyone’s surprise and before they knew it empty cups were placed in front of them along with a jug of milk and orange juice for their convenience.

“Bon appétit no?” Said the real Panic as he clapped his hands together; causing the Panic clones to disappear.

Everyone present took a moment to understand what just happened, except for Pinkie Pie and Fredrick whom the former after pouring syrup started to eat her pancakes. Later, everyone else follow suit as well. Breakfast went smoothly much to The Nightmare Brothers relief though they can’t help but feel that a few of their guests where giving them the evil eye.

Fredrick wasn’t excluded from this as at times when he tried to converse with Twilight he always felt someone was shooting daggers at him from across the table. Although he didn’t really care, it’s not like they could have attacked him right here and now; they were too smart for that.

*Gurgle*

A noise rang out from his position or more specifically from inside of him; he was hungry. Fredrick could only sigh at this as he snapped his fingers signaling Paranoia to get him a glass of blended nightmares. As Paranoia went away to get the cup ready, he felt a pair of eyes look at him with concern. He looked to his right where Twilight was sitting and spoke to her, “I appreciate your concern my dear, but I too must eat.”

“But, didn’t you say that blended nightmares were also helping fuel your ‘problem’?”

“Yes, but I have no choice. I must be at my full strength in order to keep my position in this realm.”

“Well please be careful…the last thing I want is to see you in another bed unconscious again.”

“Well if there was one silver lining, I would say at least the drink tastes good,” After he finished his sentence his drink was placed in front of him. Not thinking twice he took the cup and let the essence drift off from the cup to underneath the brims of his mask much to the surprise and shock to those seated near him.

Time: 9:26 A.M.

Breakfast is over and it was safe to say everyone was satisfied. Though, all the extra batter Fear has left over is gone thanks to a certain pink pony. With all the food gone everyone simply talked to each other until Fredrick stood up from his chair. With every one’s attention now on him Fredrick placed his hat back on his head and put his coat back on before speaking, “Thank you all for coming for breakfast I really appreciate it. But now I must ask all of you to meet me at the lobby,” He then turns to Twilight, “As for you my dear wait for me in the training room. Paranoia will take you there. I will join you shortly after I’m done talking to your friends.”

Twilight gave him a reluctant look before nodding in agreement much to the protests of her friends.

“Good…and don’t worry you’ll see more of your friends during their stay here just remember our agreement right?”

“Right,” She said with a resolute voice. She really wanted to spend more time with her friends, but right now in her current situation she can’t make any room for error. She hopes her friends would understand her decision when they learn the truth themselves.

Paranoia created a shadowy portal behind them and without another word he and Twilight stepped into the portal and disappeared. Once they left, a bolt of magic was shot straight at Fredrick, but he quickly took off his hat and pointed it at the magic bolt. The bolt went into the hat and disappeared never to be seen again.

“I appreciated that you didn’t try to do this during breakfast Shining Armor,” Fredrick said coldly.

“Grr….”

“I can feel everyone’s animosity towards me and I can understand that…but first, follow me into the lobby. We have things to discuss.”

After reluctantly following Lord Nightmare into the Lobby, the group stopped at the foot of the stairs as Panic and Fear blocked their path. Fredrick took a few steps up the stairs before stopping and facing the group.

“Well here we are. Now… if you have anything to say, say it now.”

“What did you do to my sister!” yelled Shining.

“Wasting no time with that question huh? Well then to be honest I did nothing…we simply came to an agreement.”

“An agreement?! You foalnapped her!”

“Yes I did, but that’s in the past. Although, initially I wanted to keep her at arm’s length, but…a certain unforeseen complication came up.”

Everybody in the group raised a brow when they heard this, but only one voiced their confusion, “Complication?” asked Luna.

“It’s none of your concern at least if everything goes according to plan it won’t be. But if doesn’t then it will be,” For a moment Fredrick’s eye briefly flashed violent and blue which caught Luna’s attention. She felt something during that brief moment; something familiar.

“Now I would like to make a deal with all of you,” This caught the group’s attention. They had a feeling he might want to bargain with them, but whatever it is they won’t accept any bribe this man has to offer, “I will give you three challenges no more…no less. If you beat two out of three of them, I will give Twilight back to you and turn myself in for my crimes. But, if you fail…you will leave my estate and return to your homes never to speak of the events that happened here to NO ONE.”

The group was surprised at the terms. But, the choice is obvious, “We accept your challenge!” yelled Rainbow Dash as she raised her fist into the air.

“Rainbow Dash that was a reckless answer, but I be lying if I said you didn’t speak our minds,” Applejack said as she adjusted her hat.

“Yeah!” added Pinkie.

“We were sent here to investigate originally, but now our new objective is to stop you!” Lucain exclaimed as he pointed his finger at Fredrick.

Fredrick closed his eyes for a moment before responding, “Good…that’s what I wanted to hear…” He then pointed his cane at Princess Luna and shot a red magic blast at her much to everyone’s surprise and shock. But, instead of hurting her it surrounded her body and trapped her in a bubble.

The rest of the group attempted to react to this only to hear Panic yell, “Thanks for dropping by!” He then press a hidden button on railing opening a trap door below the group causing them to fall into the dark unknown with their cries of surprise and anger slowly fading away. When the door closed Panic started to laugh maniacally with Fear join along as well.

“What did you do to them!” Luna yelled as she tried her best to get out of the bubble.

“It is simple your majesty…the first challenge starts now and you’re going to play as well…just not as a contestant…for now,” Fredrick said as he smiled under his mask.

Chapter 20: A-Mazing Training
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Masks Lie and Nightmares Never Die

Chapter 20: A-Mazing Training

Sometime later after the world’s most tense breakfast, Twilight was waiting patiently for Fredrick’s return, but she was also worried what could he be talking about to her friends.

“Lady Twilight, there’s no need to fret over your friends. I assure you Lord Fredrick doesn’t plan on hurting them despite current relations,” He said in a attempt to comfort her.

“I know. But, to see all my friends there and not be there for them just bugs me.”

A portal then opened up in the middle of the room causing Twilight and Paranoia to take a few steps back for the two nightmares Fredrick and Boog as they stepped out of it.

“Paranoia, you are dismissed,” Fredrick said with a small nod. Paranoia returned the nod before melting into the shadows and disappearing from sight, “Okay Twilight, are you ready for your first lesson?”

Twilight’s answer was obvious, “I am.”

“Good, now with Boog here watching, let us go over your current abilities,” Fredrick then took off his hat then pulled out a piece of paper, “Judging from our first bout, I recorded that you are capable of using magic missiles, arcane beams, short range teleportation, magic bubble shield, magic focus telekinesis, flight, limited physical combat knowledge, and lastly impressive amount of natural Mana.”

“Mana?”

“Oh? You don’t know what Mana is? Color me surprised, well to put it shortly; it’s the magical force that allows beings who can tap into it to cast spells. Each and every living being has a connection to Mana, some greater than others. In my world there is a god who has great control over magic and is the protector of the Mana stream.”

“Oh you mean Arcaneius?”

Fredrick paused for a moment before continuing, “That’s right…look likes someone been doing their homework. Anyway the Mana stream is the originator of all magic in our world, and to our current knowledge the Mana stream has existed since the creation of life in the waking world. Every magical being including myself, gained a set amount of Mana when we are born and if said beings train themselves they can hold more Mana and become more in tune with the magical forces. The stream itself is rumored to be limitless, but Arcaneius hasn’t figured out if there is anything or anyone that can survive touching it.”

Twilight raise a brow, “Why would Arcaneius want to know that?”

“Because so far, one unfortunate soul fell into it and exploded.”

Twlight’s eyes widen in surprise, “Someone died!”

“No I said exploded, the poor sap is alive, but it’s taking a while to put him back together again. That’s one billion particles to glue back together don’t you know? Anyway that’s enough magic history; let’s actually get to the lesson shall we?” Fredrick then extends his right arm only for it to burst into bright crimson flames. “Lesson one elemental magic. As you probably already know, there are various elements that make up the world and these elements are; fire like what I’m showing you right now and,” During the small pause the fire that covered Fredrick’s arm dissipated and was replaced with an arm covered in rocks.

“Earth…”

The rocks then fell off, only to be covered in different elements as he goes along.

“Water…”

“Air…”

“Lightning…”

“Light…”

“Darkness…”

“Life…”

“Arcane…”

“Soul…”

“And so much more…”

Fredrick then turns his arm back to normal, “But to save time, we are going to focus on the elements you are more in tune with; Arcane and Fire.”

Twilight raised a surprised brow when she heard fire is one of the elements she is in tune with, “I understand Arcane, but how am I in tune with fire?”

“Okay I may have exaggerated your association with fire, but during my observations of you and your adventures with your friends, there was one instance you unleashed the power of fire.”

“Wait I remember! It was when I learned to accept Pinkie Pie’s Pinkie sense as it is. Did I really just use fire magic there?”

“My best guess; unintentionally, but if you didn’t notice at the time your mane was singe after the experience.”

“That would make sense, but how did I use it?”

“Well fire related spells can be unintentionally cast if the pyromancer in question is frustrated or angered, and, on a side note the spell you used is called immolation, normally using the immolation spell doesn’t really hurt the user too badly especially, if they are new to Pyromancy, but if mastered the fire will not harm the caster at all.”

“Well I was feeling angry and frustrated when I learned that the doozy that Pinkie told me about wasn’t the hydra, but to think the doozy was me accepting the Pinkie sense as it is. Wait, I remembered reading in a book somewhere that some elements are affected by emotions.”

“Bingo, Fire is fueled by raw emotions, not just anger necessarily. This makes pyromancy easy to use for starting spell casters, but it also one of the hardest to control in later levels.”

“So, I just need to focus my strongest emotion while channeling my magic in order to cast a spell?”

“Sort of, let’s start with a simple spell; fireball. Now stick out your palm and close your eyes, I need you to focus some of your magic to your hand and imagine a ball in your hand.”

Twilight did as Fredrick instructed and close her eyes while sticking out her palm, “Okay…I’m imagining a ball.”

“Now imagine the ball getting warmer.”

The mare followed his instructions as she felt her hand grow warmer, “It’s getting warmer.”

“Now watch it as it ignites, but don’t panic when it does. Remember, control.”

Twilight, in her mind’s eye saw the ball she imagine burst into a ball of fire, but heeding Fredrick’s words she remain calm at the sight of it.

“Good…now open your eyes.”

Slowly opening her eyes, Twilight saw that the ball of fire she imagined is now real and floating in her hand, “Whoa, I’m actually holding fire in the palm of my hand!”

“And how does it feel?”

“It’s amazing…it’s been a while since I started studying new magic.”

“I mean the ball of fire in your hand.”

“Oh, it feels warm…strange since it should be burning my hand a bit.”

“That’s because I had you take it slow. Spellcasters learning pyromancy shouldn’t rush the spell until it comes to them naturally.”

“So… now what?”

“Just give it a toss,” Fredrick then pointed to a wooden target with a bulls-eye painted on it.

Seeing the target, Twilight judge her aim carefully before throwing the fire straight at the target causing it burst into flames, “I did it!”

“Congratulations, you use a fireball spell without uttering its name.”

“Why would I say the spells name? I have been using my magic without saying the name of the spell.”

“Explanation time, you see learning to cast a spell without saying its name is rather hard to most casters who have not mastered the art of magic, unlike your unicorn race where magic naturally flows through your bodies and is simple as breathing. In turn saying the name is more of a shortcut, but this of course alerts your enemies to your next move, and you will be vulnerable to being silenced.”

“Silenced? What’s that?”

Fredrick stroke the chin of his mask as he explained, “Silenced, is an ailment that renders the victim unable to speak, thus this is dangerous to spellcasters who have not learn to cast their spells without speaking, because, they would be unable to use their magic to defend themselves.”

“I didn’t know something that comes naturally to me can actually be an advantage, but how did you managed to stop from casting spells? I wasn’t silenced that’s for sure.”

“It is simple, I disabled your conduit. Using magic requires a conduit, which is something you use to give spells direction. Like your horn for example, your entire race has always used your horns as a conduit when casting spells, but as of now you were using your hand as a conduit giving the mana form and direction while your horn only helped channel said mana.”

“I see…there’s still a lot I need to learn about magic then. That means more reading needs to be done.”

“I can take care of that for you later, but first another fireball, but this time I need you cast it faster alright?”

Twilight nodded her head in agreement and focuses her mana into her hand again, but faster. She thought about a ball of fire again and almost instantly another fireball was created in the palm of hand. She cringed slightly since the fire was actually getting hotter, but she ignored the slight pain and threw the fireball at another target.

“Again.”

Twilight repeated the process faster, but the fireball created actually started to burn her hand. She held back a tear as she tossed the fireball again.

“Again.”

Twilight mentally cringed, but created another fireball regardless. However, unlike the previous fireball this one wasn’t burning her hand, but it was still hot. She tossed the fireball again with more force and to her surprise the fireball traveled faster and created a bigger explosion.

“I see your getting used to it,” Fredrick commented.

“I am. I felt the fire grow hotter in my hand as I try to cast it faster, but after the one that started to burn my hand the temperature dropped.”

“See? You’re starting to become more in tune with the fire element and in turn it eventually won’t burn you. Normally, for most spellcasters that are learning, it would take them at least a few weeks for the burning to stop, but since you are more experienced in the ways of magic the burning wore off faster.”

“I see.”

“Now let’s move on to easy support fire spell; Gentle Warmth.”

“Gentle Warmth?”

“It has the same process as making a fireball, but instead of letting the ball burst into flames, you stop when the ball grows warm. Give it a try.”

“Alright here I go…” Twilight repeated the process of making a fireball, but listening to Fredrick’s words she stopped when the ball grew warm. Instead of making a ball of fire, she created a small orb of faint light and gentle warmth. It almost look like a faint star, “Wow…it’s beautiful.”

“It is isn’t it?” Fredrick said as he walked in front of Twilight, “It’s one of the few spells that capture the beauty of fire. On a side note…how are your hands?”

Twilight was confused when Fredrick asked this question, but quickly looked at her hands. To her surprise the slight burn she had was healed, “What? Just was what does this spell do exactly?”

“Gentle Warmth, like I said before is a support pyromancy spell. The orb you created is used help make light in darkness, provide warmth for cold days, and most importantly; heal and sooth your wounds or injuries.”

“That’s amazing!”

“And we are just getting started. Now that you are now acquainted with fire again let’s move on to the spell immolation.”

“Oh yeah…the spell I accidently casted,” Twilight said as she blushed slightly.

“Since you are now more in tune with the element, the fire that covers your body will not harm you or your clothes, rather instead you just feel really warm.”

The word clothes helped Twilight remember the questions she wanted to ask Fredrick, “Speaking of clothes…how did you get the clothes I wore when I entered the human world?”

Fredrick paused for a moment before answering, “Yeah…I had my tailor recreate the clothes, but of course I had to take a few photos so he’ll know what they look like.”

“Wait you took photos? If I didn’t know how much of a nice guy you are I would have found this creepy…actually it’s still creepy.”

“Ah…yes well this is kind of awkward, but I did so my tailor can have an idea on how to recreate the outfit. I assure you there is nothing ill about my intentions and I only had you’re comfort in mind.”

“Well…I appreciate the thought, but one thing still bothers me.”

“And that will be?”

“How did your tailor get the measurements?”

“Actually… Paranoia is the one that got your measurements. Because you know…he’s the one that transformed you.”

Twilight gave him a glare so strong that she could imagine him getting a bit uncomfortable under the mask. It wasn’t Fluttershy’s level of the infamous stare, but it was a good effort on her end.

“Err…back to the lessons shall we?”

“Right,” Twilight said as she got ready.

“Alright explanation time, Immolation is a buff spell; this spell will cover the casters’ body in flame making you untouchable to those near you. Uses, source of heat, can light things on fire, immunity to fire hazards, and lastly anti-rape.”

Twilight raised a brow at the explanation of uses, especially the last use for the spell.

“Word of warning, the immolation can leave the user with light or heavy burns depending on experience and how long it was used, but you already knew that. Also this spell does not work in water and having heavy amount of water splashed onto you can cancel the spell. When mastered the spell will not harm the caster and the fire will remain strong even with contact from water.”

“So how do I bring out the spell?” Twilight asked.

“Well…just imagine you’re on fire. That’s pretty much the gist it, if you want to use it without speaking.”

“Okay then…” Twilight doing as she was told, closed her eyes and imagined herself being set on fire while channeling mana. At first nothing happened, but then Twilight felt her body grow warmer before suddenly going hot. She opened her eyes and saw that her thin fur and purple skin turned a yellow and orange color as flames danced around her body. She looked at her body in utter amazement and noticed that the heat that she felt fell to a simple warm state.

“Need a mirror?” Fredrick brought a mirror so she can look at herself. She saw with her currently red eyes that her mane, her tail and the tips of her wings are now roaring flames.

“Amazing…”

“Honestly, I’m awestruck my dear, but I guess beauty is indeed in the ‘eye’ of the beholder. You wear the flames well; however, I could just say that about everything you wear whether it is the clothes on your back or your own natural grace.”

The flames surrounding Twilight grew brighter in response to Fredrick’s complement, but she kept her composure as she responded, “I appreciate the flattery, but if you think that smooth talking is going to get you anywhere you have another thing coming mister.”

“Well you can’t blame a guy for trying, but at least you appreciate it and that’s all I can ask for.”

Twilight then canceled the spell, thus reverting back to her normal state. She then checked her body to see if parts of her body or clothes are singed. She gave a sigh of relief when she found that nothing was burnt, “So what’s next?”

“Well…considering now that you and fire are on good terms. I say we can move to more advance spells and techniques. Are you ready?”

“When it comes to learning, I’m always ready.”

Meanwhile…

The sounds of screaming still echoed down the shaft as the group, who previously has been dropped down a trap door by Lord Nightmare and his cronies. They eventually hit the ground with a surprisingly soft landing. However the landing on each other was not, after getting off each other and dusting themselves off they took in their surroundings. The room they were stuck in isn’t very well lit and it was only through trial and bumping into a few walls that helped them realized that they are in a room in the first place.

“Grah! Just were the hay are we?!” Rainbow Dash yelled in frustration.

“Well…if I had to guess, this is the starting point to our first challenge,” Hopper answered as he looked around.

“Then where’s the challenge?” Rarity asked.

“Maybe it’s a waiting challenge?” Kiki said confusedly.

“I’m more worried about Princess Luna,” Applejack said as she adjusted her hat, “Those nightmare varmints trapped her in a bubble before dropping us into this here room.”

“I agree, but what about Twilight; my sister? She was with us in the dining room talking to us and catching up even though she was suppose to be Lord Nightmare’s prisoner,” Shining pointed out, “I mean it’s was nice talking to her again and seeing that she’s okay, but it was strange…whenever I asked her if she had any plans on getting out of Lord Nightmare’s mansion, she told that she can’t and it’s because there’s something she needs to do here. After that she wouldn’t talk more on the subject.”

“Why is Twilight being secretive about it? We’re her friends’ right?” Rainbow said with a quizzical look on her face.

“Maybe this Lord Nightmare guy has some serious problems going on and maybe…just maybe he needed Twilight’s help to fix it,” Pinkie said as she was tapping her chin.

“Pinkie, if there was one problem with your theory it would be the fact that Lord Nightmare foalnapped her,” Grey said plainly.

“Maybe he doesn’t go out much?”

“Well from my observation, it looks like your friend is following Lord Nightmare of her own free will, so Pinkie may not be so off the mark,” Lucain added.

“But, what would Lord Nightmare have to offer to get the Princess of Friendship to follow him?” RedHeart asked.

“Is it us? Are we the reason?” Fluttershy said as she stood closer to her friend Rainbow Dash.

“Hmm…good hypothesis, but no dice, the deal must have been made before we arrived,” Hopper explained, “If we were part of the deal then, we are simply the cherry on top.”

“Then what could it be?” Spike asked as he leaned against the wall.

“Why don’t you ask her when you meet again?” said a familiar voice causing everyone to look around the room in order to find the source of the voice. Then suddenly one of the walls opened up to reveal a monitor, and on the monitor is The Nightmare Brothers.

“Hello buddies,” Panic said with a smile.

This of course agitated the group, but they could do nothing about it, since he is only an image on the screen, “Grr…what do you want!?” Rainbow said angrily.

“Oh and I suppose you don’t need an explanation on what you will be doing for the first challenge do you?”

“Grah!”

“Panic, please stop stressing the challengers. They’re going to need a clear mind if they wish to beat this challenge,” Paranoia said as he pushed his brother back into his seat.

“Just what is the challenge anyway?” Grey asked.

“I’m glad you asked. Your challenge for today is this,” Paranoia then pressed a button causing one of the walls in the room they’re in to open up; revealing two blue halls that led in different directions.

“Uh…two hallways?”

“That is step one yes…but your challenge is to travel from this starting point and reach the center of this maze we set up”

“Maze?!” everyone said in unison.

“Yes maze. In the center of this maze is your beloved Princess Luna, but of course it wouldn’t be a challenge unless there was obstacles. However, in this case there is only one should worry about”

“And it’s ME!” Panic yelled gleefully.

“Panic’s illusions are guaranteed to make the maze harder than it was originally. Also just to clarify only one of you needs to reach the center of the maze, but once of you reach the center everybody else will be locked out until the one that makes it in defeats the guardian.”

“Guardian?” Spiked said confusedly.

“Essentially the boss of your challenge. I suggest you spilt up into capable groups so that you have a fair chance against the guardian,” With this said he turned the screen off and left the group to their devices.

The group looked at each other wondering how they are going to split themselves up.

“Applejack, Rairty, Rainbow Dash, Spike, and Grey you’re with me. We’re going to take the left path.” Shining said as the ponies and dragon nodded and went to his side.

“I guess that leaves me with my two friends Kiki, and Hopper, so I’m going to have to take the rest of you. Uh…so what are your names?” Lucain asked as he scratched his head. He was never used having more than two members on his team, so he actually felt nervous that he had to watch over three more people.

“I’m Pinkie Pie!”

“F-Fluttershy”

“Redheart, Nurse Redheart.”

“Okay noted. You’re coming with my group, and since Shining is taking the left path we’re taking the right. Got it?”

“Crystal…”

“Okey dokey.”

“Got it…”

After the groups huddle together, Shining started to explain their plan of attack, “Alright now that we have our teams assembled, here’s the game plan. Once we go into the maze, we stick together and keep an eye out for Panic’s illusions. Panic will probably try to separate us, but if he succeeds then try to reach the center of the maze on your own. The challenge only requires one of us to reach it, but be careful when you do; we have no idea what’s guarding Princess Luna. Everyone got that?”

The rest of the group nodded in response before gathering at the halls and readying themselves. “On the count of three, one…two…three!” Shining yelled as both groups ran into their own separate hallways.

Both groups quickly found out that going through this maze won’t be easy. There were many dead ends and many forks in the road, but they both use their best intuition to get pass most of the dead ends; however, for both groups there was a feeling of uneasiness as they traveled the halls in eerie silence.

Shining’s Group

“They weren’t kidding; this maze has many turns and many dead ends,” Shining commented.

“Ugh, this will be easier if I could fly. I mean there isn’t even a roof over these halls!” Rainbow Dash said in frustration.

“I don’t think that’s a good idea Rainbow…even if you did had enough room to fly, they probably have a plan to stop you; just like Discord,” Applejack warned.

Rainbow Dash visibly shuddered at the memory. It wasn’t one of her best moments; she still couldn’t believe that she listened to Discord words.

“Speaking of Discord shouldn’t he be aware of what’s going on right now?”

Elsewhere…in Equestria

*Achoo!* “Dear me I think someone just mentioned my name,” Discord said off handily as he ate a teacup, strangely leaving the tea itself unharmed and in the shape of the cup.

Angel looked at the being of chaos with a frown as he twitched his nose a couple of times.

“Now don’t look at me like that, Fluttershy told me to look after you and the other animals while she was away on her trip.”

Angel stomped his foot and pointed outside showing that animals were gambling with the food they were given.

“Oh…huh, I didn’t expect them to start gambling so fast. I mean I introduced to them as a way to past the time, but it looks like they may have gone too far.”

Angel could only cross his arms as he scowled at Discord as if trying to make him remember something.

“What? I’m forgetting something? Hmm…actually you’re right…I feel like I’m indeed forgetting something, but dear me it has been far too long, I’m simply having trouble remembering it.”

Angel shook his head and pointed to an empty bowl.

“Oh you’re hungry? Then why don’t you eat the salad with some carrots stuck in?”

The white rabbit shook his head.

“Now that won’t do, you need your nutrition. Fluttershy says so.”

Again the rabbit scowled at Discord much to his displeasure.

“I’m glad Fluttershy isn’t here to see this,” Discord then crackled his knuckles together before standing up from his chair and looking down on the rabbit, “Would you like to rephrase that last statement?”

Back with Shining’s group…

The group continued to go down each hallway until they ran into a crossroad where there were three paths before them.

“Great…which way do we go now?” Grey asked.

“This way, that way, straight ahead, or back were you came. The choice is yours folks,” Panic said as he appeared on a wall above them.

“Panic! I knew it was a matter of time before you show up,” Applejack said as she glared at the nightmare.

“Aw…you do care don’t you?”

“Everypony be careful he may have already setup his illusions!” Shining warned as he looked around.

“Of course! Because why wouldn’t a guy like me, placed in this maze with the purpose to hinder your progress would not set up illusions? Oh wait I know one reason.”

“Uh what do you mean by that?” Spike asked.

“Well you and your other friends are about to find out in three…two…one…”

Suddenly the room they were in started to shake causing the group to lose their footing.

“It’s tiiiime! It’s tiiiime! Aha ha ha!”

“Time for what!?” Rarity yelled out as she hugged a corner of a wall to keep her balance.

“Fun fact for you ponies! This entire mansion is a living nightmare! It loves to rearrange itself every once in a while, but since you’re in the maze when this is going to happen…this means even the maze itself will be shuffled. I wonder where you’ll end up. Closer or farther from your goal? I don’t know I just want to see what will happen next.”

True to what Panic said sections of the maze begun moving around, constantly blocking old paths and creating new ones in the chaos.

“Everypony! Follow me!” Shining yelled as he ran into one of the shifting paths doing his best to keep his balance. The rest of the group seeing no other option followed Shining’s direction hoping not to get caught in the chaos. They managed to avoid most of the shifting sections, but soon trouble reared its ugly head.

“Aw c’mon you should have separated by now,” Panic said as he was lightly jumping from one wall to another effortlessly, while following the group, “I know how to fix this,” Panic then jumped from one of the walls into the middle of the group surprising the ponies and dragon, “Hi!” He said as he pushed Grey into another section causing him to be dragged off by a piece of the maze.

“Grey!” Shining yelled.

“Oh don’t worry…you will be joining him later.”

Applejack attempt to push Panic into another section like he did to Grey, but to her surprise she simply went through him and fell into the section herself.

“Aw…you wanted a hug…you know, you could’ve asked.”

Applejack couldn’t respond to Panic’s taunting as she was dragged off as well.

Rainbow dash gritted her teeth, “Grr…when I get my hooves on you I’m gonna.”

“You’re gonna what? Knock my block off?” Panic then looked at Spike and smiled. The baby dragon noticed this and attempted to run faster, “Hey…where are you going? The fun just started!” Panic then grabbed Spike by his head before giving off a maniacal laugh.

“SPIKE!” Rarity yelled. She then tried to ram Panic, but like all other beings who tried to ram Panic she simply passed through him; however, she didn’t go empty handed. Rarity managed to take Spike from Panic’s grasp as he went intangible. The two then fell into a moving section and like their two friends before them were taken away.

“Well this part of my work is done, see yah!” Panic then jumped onto a nearby wall and laugh his usual maniacal laugh, “By the way! Your other group of friends suffered the same fate! Gah Ha Ha Ha Ha Ha!”

The rumbling slowly stopped with the sections stopping; setting themselves in their current place making a new maze. Shining and Rainbow then stopped running, for Shining was gasping for breath. When Shining finally regained their breath remaining duo looked at each other with determined eyes. This was only a setback for them, if The Nightmare Brothers think this is going to stop them then they have another thing coming.

Chapter 21: Don't Lose Your Head
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Masks Lie and Nightmares Never Die

Chapter 21: Don't Lose Your Head

/
After the event with Panic in the maze separated the heroes from each other each group was even more lost than they previously and more frustrated for it.

“Grah, damn that nightmare! When I get my hands on him, I’ll bury him thirty feet under!”

“Calm down Lucain, if you get angry you’ll be only be playing into his hands.”

Lucain and Hopper being separated from the others by Panic’s trap continued to go through the maze hoping either to reach the goal or find the others. The duo ran into their fair share of false walls and corridors; growing more frustrated as they went deeper into the maze.

“I’m getting tired of this…”

“Ditto…”

The two continued their blind path until they heard laughter. Hearing this served to infuriate Lucain, for he and Hopper already knew whose laughter it belong to.

“Panic!” Lucain roared.

“Sup, wolfy,” Panic taunted as he was laying on top the wall, “I thought you two needed some company, so here I am.”

“Grrr…I swear I’m going to bury you when I get my hands on you!”

Panic chuckled slightly before putting on a faux angry face, “Oi, do I look like one of your chew toys? Blimey bastard, I was trying to be nice here, but now here you are trying to start a fight.”

Hopper gulped at the thought. If they couldn’t beat Paranoia what hope do they have against Panic, “Um...Lucain I don’t think we should make him angry, besides we don’t know if this is the real Panic.”

“Aw…cricket man doesn’t want to play?” Panic then pulled out a cricket bat and started swinging it around in threatening way. “But I have a bat with your name on it, but if you’re gonna wimp out I guess I can’t stop you.”

Hopper’s eyebrow twitched in anger, but tried not to pursue the conversation further.

“Ooh…wolfy, come out to pllaayy…wolfy, come out to pllaayy…ha ha ha ha ha!” Panic then threw the cricket bat at the two.

Lucain and Hopper both dodge the bat only to see Panic pull out a button.

“Alright mensos, it’s time to cut you down to size,” Panic then pressed the button only for nothing to happen.

…

“So…was that it?” Hopper asked confused as he looked around the corridors.

“Oh you’ll wish that was it. See ya!” Panic then left the two leaving them to wonder what he did.

“Grah! What a waste of time, c’mon let’s keep moving…”

Hopper nodded in agreement before sensing something with his feelers, “Uh, do you sense something?”

Lucain’s ears perked up in response to Hopper’s question, “Actually yes…” He kept his ears open as he got closer to a wall. Before he knew it, a large slit opened in the side of the wall, “What the heck?” Lucain stared at the slit for a short moment until he heard distance screaming. His eyes widen in response to this as he looked at Hopper who was also staring at another slit.

“Hopper!”

Hopper turns to look at Lucain, but was quickly tackled by the wolf into the ground. “Hey whats the big idea!” He yelled.

As if to answer his question, giant saw blades began to pop out of the slits in the walls much to his shock.

“What the hell?! How did they fit those in the walls?!”

Shortly after appearing, the saws quickly retreated back into the walls leaving the two to wonder when they will pop back out again.

“Shit…now we have to look out for saws…”

Meanwhile…

Applejack was sitting shocked as the saw blade returned to the wall.

“Sweet horse apples! That nearly cut me into two!” she checked her hat to see if it was unharmed from the hidden trap, “Ah’ have to be careful from here on out. Don’t want another of those saws catching me by surprise.”

Applejack continued her transversal of the maze deftly dodging saws blades as they appeared. After a few minutes of running through hallways Applejack eventually stopped at a calmer section of the maze in order to catch her breath, “Horse radish! This maze just goes on and on! How do I even know if I’m near the end?”

“Uh…senorita? I believe that was the point.”

Applejack quickly turned to origin of the voice, to find Panic looking down on her from the top of the wall.

“Hi yah lassie,” Panic said with a smile.

“Well if it isn’t the darn snake himself. What do you want? I thought you already did your job!”

“Correction, my clone did his job. I on the other hand, am just getting started.”

Applejack gritted her teeth together, she truly hated this nightmare. First, he tricked her and the rest of her family into thinking Applebloom was dead while he actually foalnapped her. Second, he wounded both her friend Fluttershy and Princess Luna, and now he is putting her friends’ lives at risk in this dangerous maze.

Then to Applejack’s surprise Panic jumped off the safety of the wall he was laying on, and with a graceful spin landed a few feet away in front of her.

“So tell me, why do you hold the title of; Bearer of the element of Honesty? Because if you ask me; it sounds like a whole load of bullshit.”

Applejack grew even angrier at the nightmare’s disrespect for the title she was given. To her and her friends who were also given titles; it was an honor. Clearly this was a foreign concept to the nightmare.

“Why don’t you stick a bundle of hay in it! Being a bearer of one of the elements of harmony is no load of manure. My friends and I earned the right to hold these titles ever since we went to stop Nightmare Moon.”

“Heh heh…ah ha ha ha ha ha! Right… Generosity, Kindness, Loyalty, Laughter, and Magic. Those I understand, but Honesty?! It never made sense to me! Everything that breathes and talks have at least told one lie in their lifetime! When I see that title, all I see is one big fat LIE! And, I hate lies; they infuriate me. Which is why, I mastered the art of lying, so I can see through them! And I seen your poor attempts at lying, you can barely say one to save your life!”

“That’s because I hate lying, I would rather tell the truth of how I feel than lie about it!”

“*Snicker* But not everyone can handle the truth. One of these days you’re going to break someone all because you told them the truth, and your friends won’t be there to bail you out!”

“I had enough of you already! Why don’t come here and say that to my face!”

“Why don’t you make me?”

“That’s it!”

Applejack rushed towards Panic in blinding anger not noticing the small smile he had on his face. Panic with short laugh turned around and ran forcing Applejack to run faster in order not to lose him. She chased him through various halls while dodging more saws as they appeared, Panic would also turn around running backwards only to taunt Applejack further.

“C’mon Jacky girl those nice legs of yours can move faster can they?” he said as he made a small jump to avoid a saw in the ground.

“These legs of mine can do more than run laps yah know, once I get my hoofs on you you’ll see what I mean.”

“Heh…I like to see you try!”

Applejack felt her lungs burning as she continued to force herself to run faster in order to catch up to Panic whom was gaining distance from her, “Dang nabbit, I’m losing him! At this rate I’ll lose him at the next turn!”

Panic turned to her once again with triumphant smile on his face, “Aw…getting a little tired? Do you want to take a break?”

“No, do you?” she said between panted breath.

“Heh, hardly and what did I say about lying?”

“Ah’ ain’t lying; I just don’t plan on giving up.”

“Stubborn it is then. Well I guess that’s normal for a farm girl like you, but I would say a trait like that is a double-edge sword; something I can take advantage of,” Panic then gave another smile before turning around and yelling, “Gangway! Angry mare coming this way!”

Applejack became confused why Panic would yell out such a statement, but after a short moment she ran pass one good reason; she just ran pass two of her friends and the Dream fairies helping them.

“Hey was that Applejack?”

“And Panic?!”

“Hurry after them!”

“You don’t need to tell me twice!”

Soon enough they started chasing after the two, Hopper and Shining had a hard time catching up, but Rainbow Dash and Lucain were slowly closing the distance between them and Applejack.

“Hey Applejack! We got your back!” yelled Rainbow Dash as she inched closer to her friend.

“Good to know, this varmit is starting to become handful.”

“Hey! You didn’t tell me you’ll be bringing friends!” Panic said catching their attention, “They say two’s a date and three’s a party, but I don’t know what the word is if four people are involved…eh whatever, I’ll just get rid of the remaining number,” With a quick motion of his hand suddenly Lucain tripped and fell onto his face while a new wall was placed in front of him.

“Lucain! Darn it! You just love have things your way don’t you?” said Rainbow Dash as she picked up speed.

“I know I’m a spoil brat, sue me.”

“You’re not getting away with this!”

“Well considering I’m still outrunning both of you, I’m technically getting away with it.”

“Grr…how do your brothers put up with you?”

“They found ways but that is nothing you need to know.”

“Somehow that doesn’t surprise me,” Applejack said as her breath grew more ragged.

“Hey are you okay?” Rainbow Dash asked with concern.

“To be honest, ah’ wish I had some water right about now. At this point I think he had me running for nearly half an hour straight.”

“He had you running for that long?! Applejack, I’m impressed you that much stamina to keep running.”

“Well I was able keep up with you in a hoof race, so there shouldn’t be any surprise.”

“Hey, can you cut the small talk? I believe you should see where you’re going…”

Both mares were brought out of their small conversation, “What?!” they exclaimed in surprise as they ran through a doorway into an open room.

“Wait is this…”

“…the center of the maze?”

As if to answer their question, the doorway they passed closed and became a wall. After that the sounds of Paranoia clearing his voice can be heard in the speakers around the maze.

“Attention challengers, for the first time ever we have two challengers reach the center of the maze. This increases their odds of victory over the guardian, but the bigger question is can they beat the guardian? For those who couldn’t find the center, best sit where you are, for you aren’t going anywhere anytime soon and don’t worry about the saws; I deactivated them. Thank you for your cooperation and for the curious minds out there the challengers that made it are Applejack and Rainbow Dash; I bid them good luck.”

With a small buzz of static Paranoia signed off leaving Applejack and Rainbow Dash with the silence of the room. But, the silence didn’t last very long as Panic’s laughter can be heard echoing across the room.

“Well congratulations, you both made it, but…one of you looks a little worse for wear.”

Panic’s words rung true as Applejack was still catching her breath from the marathon like run.

“*Gasp* Ah sure wish I had *gasp* some water right now *cough*”

As if some sort of joke, a bottle of water was tossed at her feet.

“All you had to do is ask,” Panic said as he remains hidden in the shadows.

Applejack grabbed the bottle, unscrewed the top and poured the contents of the bottle down her throat quickly emptying it. Once the bottle was drained, Applejack then wiped her mouth with her arm and threw away the bottle to the side.

“I would say thanks, but ah’ still remember you’re the one who’s going to fight us.”

“Yeah and we’re going to save Princess Luna while we kick your flank!”

Panic began to laugh again, though they could not see him he sounded close.

“I wouldn’t get cocky if I were you…I’m not your opponent, at least not this time.”

“Then who?”

A spotlight then appeared in front of them along with Panic himself.

“Ladies and germs, prepare to meet one of the stars of my mystifying carnival! He’s big, he’s durable, and he has a code of conduct. Everyone present please put your hands, claws, and other appendages together for Caarrrlll!!!” Shortly after naming the guardian Panic jumped into the darkness of the ceiling leaving Applejack and Rainbow Dash confused on who the guardian is.

“Carl?”

“What kind of guardian is named Carl?”

Suddenly, a giant headless knight crashed in front of them wielding an ax just as large as itself. Its steel blue armor glinted in the low light conditions along with the dark red spots plastered a near the edge of its blade.

“What the heck?! What is that?!”

“Ah don’t know, but I don’t think that ax is for cutting down trees.”

The headless knight gave out a muffled roar before walking towards the two; each step shaking the ground beneath their feet.

“Great…how are we going to take that thing down?”

“Well, one thing’s for sure; we ain’t taking that behemoth head on.”

“Well any ideas?”

*Hee hee, ha ha!*

Rainbow Dash gritted her teeth, “Great…he can’t leave us alone can he?”

“Sorry, but I almost forgot. I had to give you something to increase your survival odds!”

Suddenly, the armored giant stopped in its tracks and took a kneeling pose. This confused Applejack and Rainbow Dash, for the threatening giant was getting ready to strike. The two looked at each other and cautiously approached the giant, but before they could get any closer an axe was dropped in front of them; surprising both mares.

“What the hay?! Is that Panic’s way of giving us a fighting chance?”

Rainbow Dash took a closer look at the axe; it was beyond anything she seen before. The axe was one sided and very brutish looking. The metal it was made out of shined in the low lighting revealing the quality of the metal to be great. Rainbow Dash picked up the axe wanting to get a feel for the weapon, but struggled with it due its weight.

“Ugh, this thing is heavier than it looks. I definitely don’t see myself using thing in a fight, but it does look cool enough to keep as decoration.”

“Rainbow Dash, don’t even think about it. We’re not keeping that weapon.”

“Aww…c’mon, you have to admit it’s pretty neat.”

“Alright, enough let’s get back to the fight! Carl, resume your objective!” Panic shouted to the giant causing it to stand once again and ready its weapon.

*Muuraaaww*

“Oh boy…Rainbow we got to move!”

Rainbow Dash’s eyes widen when Carl resumed moving. Following Applejack’s lead they ran quickly in order to gain distance from the headless knight, but she found it hard to run due to the weight of the axe. However, while she was running something unraveled from the handle of the axe.

“Hey Applejack! I found something you might be familiar with.”

“What would that be?”

Rainbow picked up the pace in order to catch up with Applejack all the while showing her what she found.

“It’s your rope!”

“What?! It can’t be, let me see that!”

Rainbow Dash then tossed the axe to Applejack who caught it with no problem. To Applejack she found the axe surprisingly light in her arms as she pulled the remaining rope off the axe revealing its wooden handle. She examined the rope and quickly found out it is indeed the same rope she brought with her when they entered this world.

“Well whadda you know; it is my rope! Also I don’t know why you’re complaining Rainbow Dash this axe doesn’t feel heavy at all.”

“Says you! Anyway we need to figure out how we are going to use that axe and your rope to beat that thing!”

Thunderous stomps continue to sound behind them as if to remind them that their main threat is still there. The two mares increased their pace, gaining distance from the knight, but as soon as they did they noticed a smooth white surface in the distance; a wall.

“Great, a wall…” Rainbow Dash muttered as she looked to her left and right, but was only met with more empty space.

“A reminder that we still need to beat that armored behemoth,” Applejack added as she turned her rope into a lasso, “But something’s bothering me…”

“What do you mean?”

“What ah’ mean is, why is it so dimly lit in here? I’m pretty sure it’s not because they forgot to pay the electric bill.”

The duo then heard Carl’s thunderous steps heading toward them; causing them to take battle ready positions, “We can think about it later, because here comes the walking tin can!”

The steps grew louder as Carl ran out of the veil of thin darkness with his ax ready to cleave the two mares into four pieces.

“Rainbow Dash! Hit the dirt!”

The two mares quickly threw themselves to the floor in order to make the ax miss them completely and crash into the wall instead.

“Yikes! That was close!”

*Muurrraaawww!*

Carl struggled with his ax, as it was stuck in the wall. Applejack observed the metal menace closely checking if there were any openings that she can use her lasso or ax on. Rainbow Dash on the other hand, after the quick dodge stretched her wings, for she felt that she might able to use them in the open room. After a brief moment, Carl finally pulled the ax out of the wall and gave out another haunting moan.

“Thatta boy Carl! Give them some seismic activity!” Panic yelled from the darkness.

Carl gave a small nod in acknowledgement as it raises its ax high, “That can’t be good…”

The headless knight then began to slam its ax into the floor repeatedly causing earthquakes that prevented the two mares from moving.

“W-w-wh-ha-ts go-going on?!” Rainbow Dash asked jittered as she tried to keep her balance.

“I-i-i-iit st-st-op-ing us fr-fr-om m-m-mov-ing!”

*Muuurraaww!*

After a few more slams, Carl raised his ax in the air once more and gave a small hop before slamming the ax one more time with full force; breaking the ground with a intense shockwave that sent Applejack and Rainbow Dash flying in two directions.

“Ah!”

“Gah!”

They both exclaimed in surprise as they flew a short distance away from each other before landing hard on the floor.

“Ugh…”

“Ow…”

They both slowly got up and wiped the dirt from their bodies only to see Carl tap the handle of his ax onto the floor.

Rainbow Dash felt her frustration increase, “Great, what now?!”

Suddenly, the ax’s blades retreated into the staff before popping up at the top of the handle turning the ax into a spear.

*Muuuraaawww!*

“Rainbow look out! It’s aiming at yah!”

“Oh man…”

Carl with its spear pointed at the smaller mare rushed towards her with the intent to skewer her. Rainbow Dash quickly cycled through her options in her head, she knew that they can’t keep running forever, but what can they do? Applejack’s lasso isn’t long enough to wrap around the metal nightmare’s limbs and the ax isn’t strong enough to break through its armor. Seeing no other option Rainbow Dash extended her wings and jumped into the air nearly avoiding getting impaled by Carl’s spear.

“Whoa, that was close!” she said as she struggled a bit in the air; not being used to flying in a humanoid form, but she quickly adapted.

*Muuuraaaawww!*

Carl, not liking the fact Rainbow Dash can take to the air tried to swat her out of the air with its remaining empty hand, but to headless knights frustration; Rainbow Dash swiftly dodged all of its attempts.

“Nah nah nah nah, you can’t hit me!”

*Muuuraaawww!*

Rainbow Dash could only smile as Carl tried in vain to swat the anthrofied Pegasus. Eventually, Carl started to swing its spear wildly in order to increase its chances of hitting her, however, Rainbow Dash being a skilled flyer deftly dodges his swings.

“C’mon you pile scrap, you can do better than that!” she taunted causing Carl to jump up and down in anger.

“Yee haw! You show that walking tin can what you’re made of Rainbow Dash!”

Not willing to take anymore of her antics Carl tapped the handle on the floor once more, this time the spear shifted into a sword.

*Muuurraaawww!*

Leaving the sword in one hand Carl swung the blade fiercely at frightening speeds. Rainbow Dash became surprised by the sudden burst of speed from the knight’s attacks, and decided to fly over the nightmare in order to confuse it. However, to her surprise she felt something ran into her left wing causing her to lose balance and fall inside the armor itself.

“Rainbow Dash! Are you all right in there?!”

“I’m fine, but what hit me? I was flying fine a moment ago! Also you wouldn’t believe what I found in here!”

“What did you find?”

“Turns out that this walking pile of scrap is actually hollow! There’s nothing here!”

“What?! How can that be?”

“I don’t know! It just is!”

“Then how the heck is it moving?”

*Muuurrraaawww!*

Carl stomped in anger infuriated that these events have transpired and decided to take its frustration on Applejack. That is until Rainbow Dash flew out of the hole where its head would be and flew around the nightmare hoping to find the source of what made her fell.

“Rainbow what are you doing?”

“Trying to find, whatever messed up my flying. I think whatever it was can help us in this fight.”

Suddenly Carl stopped its approach on Applejack, but instead resumed its attention on Rainbow Dash.

“What the hay? It just changed its attention back to Rainbow Dash, but why would it do that? Maybe Rainbow is on to something…”

Applejack observed the scene before her as Carl tried desperately to knock the multi-colored Pegasus out of the air and away from it. As she was look at the headless knight she saw something strange. For a brief moment a thin layer of light shone in the darkness, a light that seems to connect to the limbs of the metal nightmare.

“Wait a minute is that…string?!” She mentally yelled as Rainbow Dash managed to grab a string that connected to one of its arms.

“Aha! There it is! What the hay? Is this string?! Why would there be string connected to this guy?”

“Rainbow Dash that’s it!”

“What’s it?” she said as she let go of the string and dodge another strike causing Carl to cut the string connected to its left arm. When that happened its left arm fell to its side uselessly, causing Carl to panic.

“That metal tin can is nothing more than a puppet! Those strings only prove it!”

Rainbow Dash then landed next to Applejack with a smile on her face, “Then we found its weak point!”

“Eeyup”

“All we need to do is to cut those strings and that pile of scrap metal can’t move!”

“Eeyup”

“Got a plan of attack?”

“Eeyup”

“Then I’ll distract him while you cut the strings, ready?”

Applejack spun the ax in her hand before adjusting her hat, “Ready!”

“Break!” they both yelled in unison as they both made their way to the giant puppet known as Carl.

*MMMUUUURAAAWW!*

The creature roared as Rainbow Dash quickly closed the distance between them immediately kicking the puppet square in the chest causing it to move a couple of steps back before retaliating with its sword. The armored puppet slashed at the anthro Pegasus, but missing every swipe as she quickly dodged them and flew next to its left leg where she found one of the strings connected to the thigh of the puppet.

“Hey! Over here!” Rainbow shouted as she gained the attention of the headless puppet trying to lead it to cut the string, but instead the puppet impaled the ground with its sword in order to have a free hand to attack the Pegasus without cutting the string. Rainbow Dash seeing the attack coming jumped and returned to the air; distracting the puppet and its unseen master.

Unbeknownst, to the puppet master Applejack managed to climb the blade of the sword which was a bit cracked from the abuse of hitting floors and walls. She managed to reach the hilt of the blade as she watched the fight before her, with Rainbow Dash kicking the puppet in the chest just to keep it at bay.

“Heh, Rainbow Dash is sure giving that thing a run for its money. Now All I have to do is wait for that puppet to come closer, so I can hitch a ride on it.”

Liked she hoped, the puppet returned for its sword giving Applejack the opportunity to jumped on its remaining arm as she used her lasso to hang on one of the spikes that circle its wrist. Applejack looked from the position she is in and tried to find the string connected to the arm, but found it harder than normal as the puppet used the same arm to swing its sword at Rainbow Dash.

“Whoa nelly! This is one crazy bull!”

Hearing the farm girl’s shout the creature stop it’s shaking and looked at its remaining arm. Seeing Applejack the puppet started shaking its arm much more vigorously in an attempt to shake her off. Rainbow Dash, not one to stand by when her friend is in danger, flew back to the puppet’s leg and started gnawing on the string there.

The puppet noticed the disturbance and started hopping on its remaining leg as it tried fruitlessly to throw both mares off its body. Applejack noticing that the shaking has stopped quickly scanned the arm she was on. After a few quick seconds she barely saw the string in the middle of the forearm. Thinking fast, she pulled the ax off her belt and readied her aim. After lining up the shot she threw her ax which soundly cut through the string and imbedding itself in the metal arm; said metal arm dropping uselessly like the sword it once wielded.

*MMMUUUUURRRAAAAWWW!*

The armored puppet roared with rage as it started to stomp on the ground. Seeing no option the puppet started to run with the mares attached to its body.

“What the hay? What’s it doing?”

“Ah’ don’t know, but if I remember correctly there is nothing but a wall waiting for us!”

“Then we need to stop this crazy thing and fast!”

“Well what are you waiting for? You can fly faster than this thing can run let’s end this already!”

“Right!”

Rainbow Dash then jumped from her spot on the puppet and took to the air once more, flying to Applejack’s position and picking her up along with her lasso.

“Hey Rainbow Dash! We’re going to need that ax! We can’t finish it without the ax!”

“On it!” she said as she flew closer to the arm that the ax was stuck in. With a little force Applejack managed to pull it out without a problem.

“Oh wow, your heavy!”

“I’m what now?! You better watch what you say!”

“Hey, it’s not easy carrying other ponies! Much less a humanized one!”

“Right, I kinda forgot about that.”

Rainbow Dash struggled with the added weight, but managed to keep up with rampaging puppet and getting near its leg where the remaining strings are.

“Applejack, now!”

“Got it!”

With a bit of momentum in her swing, Applejack threw the ax ahead of the puppet. As the ax closed the distance with the armored puppet, the sounds of snapping string can be heard along with creaking of metal as the puppet finally stopped its running march and instead tripped over one of its legs and fell over; tumbling along the ground before finally hitting a wall in a loud crash.

“Yee Haw, we did it!”

“Yeah! That’s one challenge down!”

The duo continued their celebration until they heard clapping behind them. The dim room suddenly lit up in a bright flash causing the two to shield their eyes from the harsh light. As their vision recovered they were met with smiling face of Panic himself.

“Well, well, well, you two defied my expectations. I could have sworn you would have at least taken a little bit longer in the maze, but hey you know how life is.”

“Hey, enough of the small talk! We beat your challenge, so give us Princess Luna back!”

“Yeah I suppose we did promise that…very well,” Panic snapped his fingers causing the red bubble containing Luna to slowly descend from the ceiling. When the bubble touched the ground it popped; freeing Luna in the process.

Princess Luna herself looked around in a daze before seeing Applejack, and Rainbow Dash and ran off to meet with them.

“My brave ponies, thank you for saving me,” Luna said with a smile on her face, but it didn’t last long. With a whisper she said, “But, there is something I need to discuss with all of you. When we all gather together I will explain, alright?”

The duo were surprised that Princess Luna learned of something, but knew it must be important, so they nodded in agreement.

“Hey, you three done with your reunion? Good, you can exit the maze through that portal over there; your friends are already waiting for you in the lobby, so I suggest you take your leave now,” Panic said with a hint of anger in his voice.

The three knew that Panic was furious that his challenge failed, so they quickly hurried to the portal, quickly disappearing into the inky darkness; leaving Panic alone with his failure.

“Grah…this is the second time…the second time! Grrr…this is unacceptable…I refuse to let those ponies make a mockery out of me!” his voice echoed throughout the maze as he took deep breaths to calm his nerves, “Paranoia is right…we shouldn’t underestimate these ponies, but I of course can’t blame the ponies’ skill for solving the maze. I lead them here or rather I lead Applejack, but I guess it backfired. Since I brought more than one person to the center of the maze; poor Carl couldn’t handle these twos teamwork.”

*But, Master Panic they found my strings!*

“Oh don’t beat yourself up over my friend, if there is anyone to blame, it would be me.”

*Why would I blame you master?*

“Because as your master…I purposely used the weakest strings I can create.”

*But why?*

“Heh heh heh ha ha!”

*Master?*

“Let’s just say…like an expert magician, they haven’t seen all of my tricks…Now then…let’s get you fixed up Carl; you got a show at noon.”

*Yes Master*

Panic then created a portal before shooting out clear strings out of his fingertips to grab the unmoving Carl and dragged him towards the portal.

“Heh heh heh, my dear fraulein…you haven’t seen nothing yet!”

Chapter 22: The Workshop
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Masks Lie and Nightmares Never Die

Chapter 22: The Workshop

/
Sometime after the first challenge has ended and the group left the maze, Paranoia was there to greet the challengers as they came out of the shadowy portal. Paranoia congratulated Applejack and Rainbow Dash for completing the challenge, but warned them the next will be test of their physical and combative skills. The group stared at him puzzled, but unafraid. Paranoia then goes on to explain they have the rest of today to plan for the next challenge while having limited access to certain parts of the mansion. But, before they do anything he mentions lunch is ready.

The growls of empty stomachs made it clear the group is indeed hungry. During lunch the group converse with each other catching up with Princess Luna; she went on to explain that each individual Nightmare Brother Powers are great in their own right. She told them Panic was only toying with them; if he actually utilized his full power the battle with his puppet Carl would have been even more difficult. Speaking of Panic they noticed that Panic wasn’t at the table for lunch as well as Lord Nightmare and Twilight.

The entire group was confused by this and threw around possible reasons why they aren’t around. Eventually, lunch ended and Paranoia split the groups up and sends them to their respective guest room. Before they left he explains there are now bells left in their rooms that can be used to call servants that will tend to their needs or will help direct them to designated parts of the mansion that are safe for them to explore. Once explanations are the done the gender separated groups went through their respective portals. With Luna now part of the team the girls now had to accommodate the royal sibling while developing a plan on what to do next.

“So...now what? We got the rest of the day to do something around here and honestly I’m getting bored just sitting around,” Rainbow Dash said as she lazily lay on the bed.

“Well Paranoia did say you could ring one of those bells over there if you want some service,” Redheart then pointed to the three bells that are currently placed on a small decorated table.

“Nah, the last thing I want is the attention of those nightmare servants; those guys give me the creeps.”

“Well I don’t know what to tell you Dash, we’re pretty much prisoners in here,” Applejack said sharing a similar bored expression with the colorful Pegasus.

“Ugh…this stinks.”

The rest of the group, save for Pinkie Pie could only sigh in agreement, but they really have little to do despite Pinkies best efforts to keep morale up.

“Aw…don’t look down. Why don’t we play a game? Ooo, Ooo! I know, how about hide’ n’ seek?” Pinkie said while jumping up and down vigorously.

“Pinkie, while I admire your efforts to keep us from the dangers of boredom I’m afraid there isn’t many spots we can hide in,” Luna responded.

“I hate to say it darling, but Princess Luna is right,” Rarity added.

“C’mon...don’t be like that…we can hide in the bathroom!” Pinkie then rushed into the bathroom only to rush out and hide behind the curtains, “How about the curtains?” then she rushed and hid underneath her bed, “Or the most famous of all hiding spots; the beds!”

“Pinkie, we appreciate what you’re trying to do, but no one wants to play right now,” Kiki said trying her best not to hurt Pinkie’s feelings “If anything we could use this time to…hmmh?!”

Suddenly popping out underneath her bed, Pinkie placed her hand over Kiki’s mouth, “Hold that thought! You guys have to see what I found under my bed!” She then returned to her bed only to pull it away from the wall.

“Pinkie what are you…what the heck is that?!” Rainbow Dash said in surprise.

“Why I be timber wolf’s aunt,” Applejack added as everyone else looked from their beds to see that there is a small door in the floor of the room.

“Whoa it’s a door, where do you think it leads?” Kiki asked as she hopped off her bed to get a closer look.

“I’ll tell you where it leads; a way out!” Rainbow Dash said excitedly as she jumped off her bed and rushed to the door.

However, Applejack was skeptical, “Now let’s not get ahead of ourselves here; remember this mansion is all kinds of kooky. That door there might lead us to more trouble than help us escape.”

“Eh whatever, we either go in or not, but as far as we know it leads somewhere and we won’t know unless we go in.”

“Well that’s fine and dandy, but we’re going to need to plan. One of those Nightmare Brothers or their servants might show up and check on us, so we need someponies left behind so they won’t get suspicious.”

“Um…I can distract one of them, if that’s okay with everyone?” Fluttershy voiced finally breaking the silence she been keeping during this whole event.

“Okay that’s one anypony else?”

“I will stay as well; I don’t think my royal form can fit into small door like that,” Luna added.

“Same here; the more ponies in this room the better am I right?” Red Heart said with two thumbs up.

Kiki then shuffled her feet, “I think I should stay too; no doubt they will notice I’m missing if I leave.”

“Ooo, ooo! I will stay too! I been told I’m great at distracting ponies,” Pinkie said with a bright smile.

“Okay Rarity what about you?”

“I suppose I’ll come along. As much as I enjoy this room; a nice walk will help take my mind off that horrible experience in the maze.”

“Okay it’s settled then, Pinkie push the bed back in place!”

“Okey dokey lokey!” she acknowledged with a salute as she moved the large piece of furniture back into place.

“Now Fluttershy ring one of the bells; when the servant comes around ask them if they can get one of the Nightmare Brothers to have an audience with you. If not, then asked them to escort you to one of the areas of the mansion they are allowed to take you to.”

“Okay,” she responded nervously as she took one of the bells in hand and shook it. After a few moments of ringing, she stopped only to hear knocking from the door. Fluttershy answered the door; she was greeted with a skeleton wearing a black bowtie which cause her to jump away from the door.

“You called?” the skeleton said strong French accent.

“Uh…ehm…can I get an audience with one of the Nightmare Brothers please?” Fluttershy asked nervously.

The skeleton took a small pause before dialing into his hand and placing it near his head, “Wee boss the Mademoiselle Fluttershy asked if she can get an audience with you or your brothers. Ah you’re free? Good, come as soon as you can. Good news, Sir Paranoia is available, so he will take your request. I bid you adieu,” The skeleton then left the doorway and into the darkness only for a cold feeling to enter the room as a inky black figure rose from the ground in front of shy mare.

“You wish for an audience milady?” Paranoia asked.

“Uh…uh, yes?”

“Splendid, do any of your friends wish to come as well?” Fluttershy quickly shook her head no, “I see…a private audience then, well milady I can assure you that you won’t be disappointed.”

“Fluttershy!” Rainbow Dash yelled out gaining both of their attentions, “Are you sure are you going to be okay by yourself?”

Fluttershy gave Rainbow Dash a warm smile, “I’m sure, don’t worry I know he won’t hurt me. Won’t you?”

“Indeed, unless it’s set in a challenge or you’re acting out of line I won’t lay a finger on any of you.”

“You better or else you have to answer to me.”

“Indeed, but I seem to recall you being unable to do anything during our first encounter.”

“Why you!” Rainbow Dash was about to charge at Paranoia, but was stopped by Kiki and Applejack, “Hey! Let me go!”

“Easy there Rainbow Dash, this isn’t a good time to start a fight.”

“Yeah, especially if it’s with one of the most powerful nightmares in this realm!”

“Grr…” she didn’t like it, but Rainbow Dash listened to their words and relented, “Fine.”

“Do not worry I will take very good care of her. She is a guest after all. Now milady, let us take our leave,” Paranoia said smoothly as he opened a portal and took Fluttershy’s hand into his causing her to blush at the action, “As they say, lady’s first?”

“Umm…thanks?” she said with slight confusion as she stepped through the portal with Paranoia in tow disappearing into the darkness.

Rainbow Dash had to force herself not follow the two, for one; like Applejack said it isn’t a time to start a fight. Secondly, Paranoia is right their last fight with each other was terribly one sided with shadowy man being nearly impossible hit.

“Hey are you okay?” Rainbow Dash turned to meet Applejack who looked at her worried eyes.

“Not really, I just…really hate that guy, and thinking back how he foalnapped Fluttershy before. But now she’s just willingly going with him. I know it’s part of the plan, but I’m just worried for her.”

“We all are, but like you said before we need to find out where this door leads.”

“Right right.”

“Alright let’s get this show on the road,” Applejack said with a quick pat to Rainbow Dash’s shoulder.

The two mares returned to the room and closed the door. Pinkie then pulled the bed out of the spot to reveal the door again. Wasting no time Applejack opened the door revealing a ladder that lead into darkness. Rainbow Dash was the first to climb down the steps disappearing into the darkness with Applejack and Rarity following after her. Before closing the door the rest of the group wished them good luck before closing the door leaving the group in darkness.

“Man I wish we had brought a light with us,” Rainbow Dash complained as she tried her hardest not to skip a step on the ladder.

“I’m just wondering how far does thing go? It feels like we have been climbing for ten minutes,” Applejack added.

“I have to agree with that thought; it’s terribly small in here as well, although I’m no claustrophobe I prefer we don’t spend most of our time climbing in this small corridor.”

“Hold on I think I see light! I think we finally reach the bottom!” Rainbow Dash said with an unseen smile.

“Finally…”

The group eventually reached the bottom and found themselves in a small well lit room that is pack with tools and supplies that are used to work with wood. The room is also windowless with only one wooden door that seems to be the way out.

Rainbow Dash was the first comment on their new surroundings, “What the? Where are we, someone’s shed?”

“It sure looks like it. But…wouldn’t a shed be outside?” Applejack questioned as she looked around.

“Hm…If I recall correctly Panic did say the mansion like to switch its rooms around just like it did with us in the maze not too long ago,” Rarity added as she reached for the door knob on the door in front of them, “Regardless let’s get out of this dreadful room, it’s almost as bad as the corridor.”

Opening the door, the group found themselves in another room, but this time it was bigger and had machines the filled in the spaces of the room.

“The heck? This looks to be a woodshop,” Applejack then examined the nearest machine and noticed that it’s in great condition, “E’yup, somepony been using these things before I haven’t this much care in a machine before not since Granny Smith got that new sewing machine.”

“But, why something like this exists in such an extravagant mansion?”

“I don’t know…”

“Well we there’s no point standing around and thinking about it. I think I see another door over there!” Rainbow Dash then pointed to a door west of their current position. The group walked to the door only to recoil back from the strong smell of smoke and ash.

The group coughs for bit before taking a few steps back, “Whew…something tells me we shouldn’t go through that door.”

Applejack using her hat to blow away the leaking smoke could only look at her with a deadpanned look, “Really? What was your first clue?”

“Looks like we have to find other door; preferably one that doesn’t emit heat.”

Then they walked another direction away from the smoke billowing door looking for some sort of way out. They eventually stumbled across another door; this one however has a label which shows the name of the room.

DRESSING ROOM

It read, much to the confusion of the trio. This didn’t make sense to them, why would a dressing room be near a woodshop? Developing a need to satiated their curiosity they opened the door and what they saw inside made Rarity’s eyes light up in glee. There are two racks of outfits standing next to two vanities one decorated in red and black tones while the other was colored to look like steel.

“Just look at those outfits!” Rarity then ran towards one of the racks and quickly scanned every outfit before moving onto the next rack, “Sweet fashions, just look at the craftsmanship on these outfits! Every stitch and lace are given great care and are expertly sewed guaranteeing a long lasting outfit that can stand the test of time; I think I’m going to faint.” Then with a quick sigh she fell backwards only for Applejack to catch her mid fall.

“Easy there sugar cube, ah’ know you’re excited and all, but you need to tone it down a bit. We don’t want to attract anyponies attention now do we?”

“Ah yes sorry Applejack, I just can’t believe how well made those outfits are. I simply must know who created these!” Rarity declared as she quickly stood up.

Rainbow Dash however, has different thoughts, “I don’t see what the big deal is, these look just be jester and maid outfits. I mean who would wear these?”

“Bite your tongue Rainbow Dash, this is no mere jester outfit,” She then pulled out one of the outfits near the red and black vanity, “This is a harlequin’s ensemble made to be eye-catching as astound audiences as they take center stage performing acts that mystify and entertain,” Her words rang true as the outfit itself matched the vanity in color, but with the added golden trimmings. The outfit itself seemed to be made up of one body suit split between black and red colors with each limb being one of the two colors. Another part of the outfit is the skirt, neck, and wrist cuffs been split into a star shape with each end having a single golden color bell. The shoes and head piece are also found near the outfit sporting the signature harlequin flair. Other outfits on the racks showed a similar design, but sported different colors and different designs.

“Ah huh…okay, but what about the maid outfits over there? Are those for performers as well?” Rainbow Dash then pointed to the other rack with a skeptical face.

Rarity returned the outfit back to the rack and moved onto the maid outfit, “These, my dear Rainbow Dash, are outfits tailor made for the mares whom devoted their lives to servitude of a single person or a whole family.” Rarity then pulled out what seem to be a standard maid outfit in its usual black and white color, “These mares who also come in the colt variety know as butlers will do everything in their power to satisfy their masters’ needs and keep the household clean while their gone. But, even in servitude they are not bound to their masters’ every whim, only the truly great knows when they are given a request that conflict with their moral fibers and know when to leave if such an event happens.”

Rainbow Dash could only look at Rarity with confusion and skepticism, but before she could get a word out the sound of heavy footsteps are heard heading in their direction along with the sounds of conversation. Not saying a word Rarity return the outfit back to the rack and the trio looked for a place to hide. Quickly scanning the room they found a large closet and decided to hide themselves inside, thankfully the closet is filled with hanging clothes making it easier to hide in. Staying silent the group could do nothing, but hope whoever is about to enter the room wouldn’t look inside the closet; it also didn’t help that they couldn’t see what’s going on outside. They eventually heard the doors open and the sound of heavy footsteps enter the room, “And I said, you have a better chance dating a log then the likes of me; then the guy almost started crying. Have you seen a grown man cry? It’s embarrassing and just plain shameful,” said a surprisingly cheery voice.

“Well…it didn’t help that your portion of the show involved many acrobatic tricks. You’re not shy about showing your body are you?” responded a dry echoed voice.

“Well I can’t help it if I’m this flexible, besides I did that guy a favor, there was no way daddy would let me date a fan anyway. Actually…I told the guy who our daddy was; you should have seen his face! He immediately went pale and ran off.”

“Well, mentioning father has been a great method in getting rid of annoying admirers.”

“Yeah, it great and all, but what if we actually started dating? Don’t you think it would be annoying with daddy intimidating all of them?”

“I suppose it would, but we will worry about that bridge when we get to it.”

*Sigh* “Whatever, anyway we need to change our outfits for the next show. Daddy said Carl will be in the show this time. I haven’t seen that big lug in quite a while now.”

Applejack and Rainbow Dash felt their bodies freeze up when Carl was mentioned. They both fought the giant metal puppet controlled by Panic. Their minds immediately picked up on the idea that the father of the pair of voices might be Panic. Rainbow Dash mentally cursed the fact that they can’t get away from him.

“I heard he was beaten by two mares and had to be repaired.”

“I’m surprised that two horses manage to beat him. I mean did you see the size of the guy? Daddy sure made one heck of a puppet it’s too bad he isn’t alive though; if he was maybe you would have someone to talk to or date…”

Suddenly the sound of metal making contact with a hard surface echoed across the room, “OW! That hurt sis!”

“You shouldn’t have crossed the line sister, your fortunate father has the capabilities of mending your wounds or else I may have damaged your complexion.”

“Grr…you’re cold sis, no wonder guys like me more.”

“It’s a shame that you are a lost cause.”

“Why you!”

“Girrllls, are you getting ready for the next show?” asked a voice that the trio are all too familiar with.

“Not yet dad!”

“Well what’s the hold up?”

“Well sis and I were having an argument about who’s more popular with the guys”

“Girls…you know how I feel about you dating guys and or girls.”

“We went over this father, we already clarified that we’re interested in men,” said the echoed voice.

“Right sorry, but why are you arguing whose popular?”

“It’s nothing daddy, we’re just squabbling over small things.”

“Well, keep it as nothing I love you two both and I want you both respect each other, okay?”

“Yes…daddy.”

“Acknowledge father.”

“Good, now get ready for the next show. We’re going to knock’em dead.”

“Wait really?” said the cheery voice in excitement.

“It’s a figure of speech honey; besides if we actually killed our audience then we’ll be out of the job.”

“Oh…right nevermind.”

“Sister, with a mindset like that you’ll scare off all of your fans in no less than a few seconds.”

“Really? Well then I should scrap the idea of throwing my knives at random audience members and catching them at the last moment.”

“Your sarcasm is noted…”

“Heh heh heh…”

“Tick tock girls, put on your outfits and get your rears to the stage we got some practice that needs to be done.”

“Yes sir!”

Then the sound of shuffling clothes and zipping noises were heard for a short moment; and once the sounds stopped the sound of doors opening and then closing. Waiting for a few minutes; the trio finally cracked opened the closet door to check if the coast is clear. Seeing that there is no one left in the room they walk out of the closet and headed towards the door that led to the woodshop. Once they entered the workshop they decided that they go over what happened.

“Well that was different…” started Rarity as she was too confused on what transpired.

“Well tarnation, Panic has kids? I would have never thought of it,” Applejack said as she took off her hat to scratch her head.

“Yeah that was a shocker, but who in the right mind would want to marry that mess? If you ask me the lady must have been crazy him,” commented Rainbow Dash.

“Well regardless, it obvious we ain’t going to find the exit the way they went, so maybe we should explore around here just a little bit longer before heading back.”

“I suppose we should, so far we found nothing that can help us. I just hope Panic doesn’t have any more surprises,” Rarity said.

“Knowing him, he probably does,” Rainbow Dash commented as she and Applejack knew enough of Panic to know that he is capable of such tricks.

With a heavy sigh the group continued to search around the wood shop. As they progressed throughout the disturbingly clean room they stumbled upon some wooden mannequins parts. Applejack and Rainbow Dash became unnerved by the sight, but Rarity only became curious at the sight. She kneeled on one leg and began to exam the parts; she became enamored by the craftsmanship of the parts seeing that a lot of care went into them.

“But, who made these parts?” she continued to examine the parts and noticed something strange about one of the arm parts. She saw the arm is hollowed out and there seems to be some sort panel that opened from the wrist, “What is this?”

“You found something Rarity?” asked Applejack with curiosity.

“The forearm of this mannequin is hollowed out as if something is supposed to be placed inside. I know my mannequins, for they help provide a visionary sample of what my outfits may look like on my fellow ponies. But, this mannequin is made for something else…” Rarity trailed off as she narrowed her eyes. Looking through the other parts she found that they were all the same; hollowed out with an additional compartment, “It’s the same for the rest of these parts.”

“What the hay? What could have gone inside the parts?”

“I don’t know…”

“I say we should get a move on, this place is starting to give me the creeps,” Rainbow Dash said as she shudders from seeing the parts all together like this.

“I second that.”

“Same, let’s go.”

The trio left the parts where they are and continued to wander the room until they came across a set of double doors. The doors themselves looked to be made out of metal, but the three mares could not identify what kind of metal the door was made of. They took quick notice of bold printed words next to the door.

METAL SHOP

“Metal shop?” Rainbow Dash asked in confusion, “I guess they don’t just work with wood.”

“Apparently, but I don’t understand why a place where you shape metal could be here. Especially since this room is focused on making mannequins,” Rarity responded.

“I reckon they have it to arm nightmares, because; I doubt they are making sculptures in there.”

Applejack decided to reach for the door knob and open the door. Once she opened it the trio was briefly blasted by a wave of warm air. Shaking off the sudden experience the three proceeded to walk past the door and enter the metal shop.

Once in, they were astonished by what they were seeing. The metal shop in question seems to have expanded to two floors and is filled with machines that constantly molding and crafting metal into complex shapes. The trio looked downwards where they were standing and saw a huge pool of lava below them and to their right they saw precious metal ores being mined and sent to the giant machine in ordered to be processed. As for the machine itself, it looked complex enough to be its own small building.

“The heck? This is way bigger than the wood shop room!”

“Not to mention more dangerous; we actually have lava below us. Good thing it’s all the way down there or else we be more burnt than Granny Smith’s triple apple pie.”

Rarity looked closely at the machine and noticed that it was producing metal skeletons and metal parts similar to the mannequins, “That’s strange.”

“What is it Rarity?” Rainbow Dash asked.

Rarity pointed to one of the conveyer belts carrying metal parts, “Those metal parts look exactly as the mannequin parts back in the wood shop.”

“Wait really? Why? I don’t think boutiques use metal mannequins do they?”

“No boutiques I heard of that’s for sure.”

“I might not be the brightest tool in the shed for this stuff, but by the looks of it they’re processing the ore and melting it down using the heat of the lava, so they can shape metal into whatever they want,” explained Applejack.

“Just what is going on?”

The group continued to explore the complex; taking the metal stairs to ascend in the room finding more doors that led to closets filled with safety equipment and tools. This led the mares to wonder if there is an entire work force that watched over and maintained the machine. Eventually, after a few minutes of walking in the room they stumbled upon a door that actually in bad condition compared to the other doors. The door’s metal colors have faded and seem to have rusted over, but that wasn’t the worst of it. The door itself seems to emit off a bloodcurdling aura that made the trio step away bit from the door.

Work sh-LIAAARRRSSS!!!!

The name of the room was scratched out partially and was dominated by the new word written hastily onto it. Applejack, Rainbow Dash, and Rarity shudder and felt their senses go numb just from standing in front of the door. No longer able to resist the feeling of dread the two quickly got away from the door and were breathing heavily on the nearby railing.

“T-The heck?! *gasp* W-what h-happened?!”

“I-I don’t k-know *breathe* b-but all I c-can feel *wheeze* something c-choking the a-air out of me!”

“S-Same here!”

Taking a few moments to catch their breath; Rainbow Dash and Rarity saw that Applejack was still staring at the door. Her gaze being transfixed and bewitched by said door and she began to walk towards the door with her hand outstretched; reaching for the doorknob. Applejack herself could not hear her friends’ cries, for she could only hear voices egging her on to open the door.

Open it…

See with own eyes…

Lies covering truth…

Filthy hands…

Defiled death…

Broken…

Their hands…

Created calamity…

First step…

Through door…

Truth…

Is writhing…

In PAIN…

Having her hand on the doorknob she started to turn it much to the dismay of her friends who can do nothing to stop her. Turning the knob, Applejack opened the door and once she did a large gust of wind raced out of the room behind the door immediately disappearing as quickly as it came. Applejack slowly walked in the room her eyes gone blank as if being pulled by some invisible force. Once she was fully in the room the door slammed behind her and locked itself imprisoning Applejack inside with her friends unable to help her.

Applejack blinked a couple of time before shaking head, “Huh? What happened? Where am I?” She stumbled around the room her vision blurry for reasons unknown to her; she felt her hand brush against something wooden and sticky. Her hand recoiled from touching the unknown object, “What the hay? What is this?” she said, falling to floor and shaking her head once more to regain her vision, but unfortunately this was a mistake. When her sight returned what she saw horrified her; there hanging in front of her is a wooden puppet.

The puppet has the appearance of a human male in his twenties; it’s carved so well it almost looks real, but that’s not the terrifying part. Gaps in the puppet are leaking blood some of which already dried on the body save for some that made it to the floor. Applejack looked up at the face of the puppet and could only gasp in shock, for the puppet expressed a face of agony and terror in its hollowed out eyes. She backed away from the hanging puppet before standing back up, “Sweet Celestia just what is this?” Applejack muttered as she did her best to keep her panic at bay. She looked at her hand and saw it has taken some of the blood with her; not wanting it on her hand she wiped it on her shirt. She proceeded to look around the room; having her vision back revealed to her the true terror of the room.

The room itself wasn’t well lit, for the only light bulb hanging from the ceiling would flicker every once in a while. The walls and the floors looked to be made out of concrete as parts of the wall seemed to be chipped away and covered in splotches of blood that seem to line the wall. What disturbed Applejack the most was the numerous numbers of puppets that are either hanging on the ceiling or thrown onto a pile in the corners. All of them leaking blood and having expressions of pain and terror. In the middle of the room is a lone operating table with various bloodied tools next to it, “Ah’ think I seen enough…” she said as she turned to face the door only to see a wall where the door should be and written on the wall is a message written in blood.

Liars play with the strings of those around them…

We hurt…

We play…

We deceive…

We deserve this…

Reading the message, Applejack could only back away in disbelief as her widen realizing what the message meant, “No way, these puppets…are made from people! I need to get out of here!” She desperately looked for a way out, but as she ran around the room she quickly found out there is no exit. Suddenly, the puppets started moving, but could not stand up or move anywhere instead they started to scream loudly in pain much to Applejack’s horror. They screamed, they wailed, they begged, but their cries seem to have no end.

*AAAHHHH!*

*LEAVE US ALONE!*

*WHY ARE YOU DOING THIS!*

* PLEASE STOP IT!*

* I’M SORRY!*

* I PROMISE NOT TO DO IT AGAIN!*

*NO! NO! NO! PLEASE HAVE MERCY!*

*MY EYES! MY EYES!*

*I CAN’T MOVE!*

*STAY AWAY FROM ME!*

*MAKE IT STOP PLEASE!*

Applejack felt her mind reach its breaking point; she covers her ears to mute the screaming, but to no avail. She fell on her knees before joining the chorus of screams as her mind was assaulted with gruesome images of people suffering and being torn apart by some unknown entity, “Ahhhh! Make it stop! Somepony please make it stop!”

The images grew worse as a response to Applejack’s pleas showing images of people remains being placed inside wooden shells turning them into puppets. “No more! No more! Rainbow Dash, Rarity, somepony help me!” her cries for mercy are in vain as the mental torture continued. She didn’t how long she was there screaming as minutes went by like hours, however; the screaming eventually came to a stop leaving Applejack the only one screaming. Fortunately, the terrible images ceased and Applejack slowly stopped screaming, but her mind was still racing; nearly broken from the experience. Breathing heavily, she slowly tried to stand while clutching her head doing her best to calm down.

Everyone lies…

Everyone dies…

Those who deceive face me…

And become toys for my amusement…

Pain…

Lying causes pain…

A pain, I know all too well…

Hearing the voice confused Applejack’s currently fragile mind, but before she process what was said; the floor where she was standing opened up revealing a trap door that she quickly fell through along with a couple of puppets.

“AAHHH!” she yelled, as she held onto her hat as she and the puppets slid down what looks like the inside of a long pipe. As she got near the end of the pipe the air around her grew warmer and the smell of ash grew stronger. At the end of the pipe she fell off the end and landed hard onto a metal grating.

“Egh…where am I now?” she muttered in slight pain from the fall. Standing up she noticed the walls are made up of bricks and through the metal grating she is standing on she saw nothing, but a roaring inferno below her.

*Incinerator activating, please keep away from incineration room. Incinerator activating in ten minutes; locking door*

Applejack eyes widenas she saw said door in front of her as quickly tried to open it, but it was too late the door was already locked and room she’s in quickly grew hotter. “Hey! Is anypony out there! I stuck in here!” she yelled through the door, but sadly no one replied. She banged her fist hard onto the door hoping to get someone’s attention, but it was in vain, “Please somepony, anypony! Get me out of here!”

*Five minutes remaining before incinerator is activated*

The flames around her grew more intense as she kept pounding on the door wasting precious air as a cloud of ash began to form. Inhaling the cloud she began to cough and wheeze, “Can anypony hear me? *Cough, gack* I’m stuck in here! *Cough*” Still no answer came, but Applejack didn’t give up, someone has to hear her. She continued for three minutes until she grew woozy from the inhaling the smoke, “*Cough* Please…*Cough* somepony…*Cough* help me…” No air left in her lungs she passed out onto the floor.

*Incinerator activating in one minute*

Applejack body laid motionless on the floor as the metal grating grew hotter lightly burning her body. There is simply nothing she could do, with her mind gone all her body can do is lay there like a log; a log that would soon be charcoal. Her friends can’t help her because they think she is still the room and there is no one out there that can help her. She didn’t want to die, but by the looks of the situation she won’t get a choice.

*Incinerator activating in ten seconds*

*Kling, kling* the sound of fumbling keys can be heard behind the door.

*Nine…*

Sounds of someone trying to force a key into the doorknob are muffled by the roaring flames.

*Eight…*

*Seven…*

“Shit!”

*Six…*

*Five…*

“C’mon c’mon…”

*Four…*

*Three…*

“Yes!” The doorknob turned and opened quickly as a hand reached out into the incinerator and dragged Applejack’s motionless body along with her hat out of the flaming hell before quickly shutting and locking the door.

*Two…*

*One…*

*Bye-bye*

The room became engulfed in flames as the timer hit zero incinerating all the puppets inside the room in a glory of roaring flames. Meanwhile, outside the room Applejack’s body is being carried away by her savior; to where is in the savior’s hands.

The savior looked at the body he carried and smirked, “’Ello love, that was close one now was it?” he said to Applejack’s unconscious body knowing that there won’t be a response. His smile faded, “You better not be dead…we have much to talk about seniorita.”

Chapter 23: Family Man
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Masks Lie and Nightmares Never Die

Chapter 23: Family Man

04/18

Time has passed since the prevention of the bombing. Since then, we with the addition of Joseph have stopped the destructive ambitions of that serpent that is disguised as an official in our town. As of now mother is now thirteen years old with Joseph being only one year older than her. I seen him attempt to closer to her, but mother is a bit dense. Anyway we continued our crusade; thwarting that vile monster’s plans as soon as he set them up. During all of this I felt my own powers grow; furthermore, I discovered more new abilities I never knew I had. Recently, I was able to create an illusion of mother’s sandwich after I grew hungry and decided to eat it. When the sudden realization hit me I accidently created another one; at least that’s what I thought. However, when mother tried to eat it; the ruse was discovered and I had to sit in the corner for ten minutes. I have practiced with this power with limited success, but I manage to ‘create’ a box that was actually physical and was almost real, for a limited time though. It got me thinking; could I actually create something out of nothing? Not an illusion, but an actual object or living being. It’s a scary thought, but at the same time it feels familiar to me. I find this confusing because mother never imagined me with such powers. Is this the power of being born? Is my strength only going to get stronger from here on out? I must investigate this further and practice these powers, for a new ability means nothing if I can’t use it.

04/24

I never thought something like this would happen. Apparently, on one of our excursions to stop another of that twisted serpent’s plans we ran into a couple of creatures we presume must be working for him. We fought the hardest as we can, but we soon found ourselves backed into a corner. All seem lost until by some will of Machina a miracle happened; mother created a sword out of nowhere. It wasn’t any normal sword the designs on it are purely unnatural as if it was created from a dream. The blade glowed with a blissful light blue glow as if driven by instinct she struck down the creatures one by one. Inspired, I followed her into combat once more this time creating a sword purely out of nothing through my own personal training. My sword was not as extravagant as mothers, but it was all I could conjure up in a situation like this. With grace and surprisingly good form we slew the beast till there we’re none left. Mother was astonished at our powers and decided that we shall become super heroes, but we needed costumes. She told me not to worry and said that she will make them from scratch. I was curious on how and when we got back home she shown me a sewing machine. She said that this machine is what will help make this possible. She also said that she has a idea on what the costumes will be like, but it will take some time and collaboration on my end to help make this possible. To be honest I hope I don’t look too ridiculous.

05/05

It seems the planning stage is finished. Mother, along with me included finally decided on what the costumes would look like. It seems to be a mix of good old fashion armor mixed in with one of those super hero shows where there are a team of heroes that pose with the background exploding, ride in giant robots that fight villains that were once small now grown to gigantic proportion, and stow away in some sort of secret base. With the plans finalized all we needed to do is to gather materials, make a base of operations, and find a name to call ourselves. The rest of the day we spent on a wild goose chase on fetching the materials mother had written down on a piece of paper. We had to find leather, wool, silk, steel shoulder pads, steel kneepads, steel helmets and some bunches magical string. It wasn’t easy, but we managed to acquire them all. We hid the materials in a shed, so grandfather and grandmother don’t get suspicious. I’m actually surprised how much I like this idea.

05/10

It was a long difficult process, but mother managed to do it. She managed to create the costumes almost flawlessly. She told me it was because of grandmother’s lessons that she even knows how to sew. I became enamored by the idea of being able to sew my own clothing, but I also have other interests I’m enamored by as well. Anyway, staying on topic if there were any problems with the costumes it would be that they are a bit a weird looking with the helmets since we did appropriated them from a nearby armory and they were the classic knight helmets, so they were kinda heavy. The costume themselves came in three parts first there was the under layer which is basically in layman’s terms a body suit that came on like a once piece pajamas. The bodysuits themselves are colored differently. I was given a blue color while mother’s is red; she said red is the color of the leader which she is. The gloves, boots, and chest piece came on afterwards; being made of black leather they can easily match the colors we have on the bodysuits. After that came the steel pads which to my surprise their sliver sheen gave it a surprisingly clean look. Lastly came the helmets which we tried are best to find the lightest helmet, but what we found would have to do. We tried the outfits on and surprisingly they fit easily on our bodies, we checked ourselves in the mirror and gave each other a look that said ‘it’s not perfect, but it will work.’ Although in my opinion, we should find better helmets.

05/14

Well we definitely left an impression on the people of our town. Not the reactions we wanted, but mother said that starting heroes are viewed as such. I would figure, during this time and age people would glad to have heroes, but I guess the people are very indecisive in what they want. Anyway, I’m writing this from our base of operations which happens to be a cave deep in the woods. Since we lack any actual tech as seen on the shows; I decided this would be great practice in my power over nothing. It took some effort, but I managed to make our base of operations an actual hero base. You wouldn’t believe the look on mother’s face when I made all gadgets and tech we need. It almost resembles ones from the show; however, I felt my body grow tired from using such ability in a large scale. Mother of course grew worried for my health and told me I should rest. Honestly, I should at least do that instead of writing this entry, but I felt a need to record something. There is something I made a note of as I used these creation powers; I seem to get less and less drained each time I used them, but why? I guess I shouldn’t complain, because at this rate I’ll be able to create a giant mech for us to drive in and maybe I can help spruce up these costumes a bit. I hope mother doesn’t mind, but we need to look are best as heroes. That reminds me; I should practice my magical skills and combat abilities. I noticed that I used tonfas better than a sword, so I should practice with those more. That serpent will have to watch out for the birth of the new and improved Dream Warriors!

05/20

So, there is more of my kind running around in our town, and they have invited my mother, Joseph and me to meet with them in the Dream Realm. They called themselves dream fairies and they are part of a group called the Dream Society. Their purpose is to protect the waking realm from nightmares who wish to plunge the world into everlasting night. They claim that we have a common enemy and said we should work together. I can understand why they would ask mother and me, but I don’t quite understand why they would like Joseph to come along as well. He never really had shown abilities that are similar to mother or my own. I find this very complex and strange, but I guess I shouldn’t sell him short; he is a friend of mother after all. I’m now curious what would happen from here on out, but as my thoughts gather together so do these fragments of memory I been regaining, It happens when I sleep, but as far as I can tell these memories feel foreign yet familiar. I should ask mother about this when there is time.

“So, doc…how’s she doing?” asked Panic.

The events that nearly consumed Applejack in flames had the middle brother of the nightmare brothers. Panic was worried for the mare, while he was surprised initially that she somehow ended up in his incinerator. He never the less feel obligated to take care of her and make sure she recovers.

“Well…she has suffered light burns to right side of her face and other parts of her body. In addition to having inhaled a lot of smoke and ash, she also seems to have recently suffered a mental breakdown.” Paranoia then looked to his brother and stared at him.

“Um…why are you looking at me like that?”

“Did you do this?” he asked sternly.

“Hell no, I heard shouting coming from my incinerator as it counted down. Geez, she’s lucky that I even have the keys.”

“So…you have no idea how she got into your living space?”

“Well just one possibility, I think the she found some sort makeshift secret entrance thanks to this freakin nightmare of mansion.”

“I see…”

“So bro…is she going to make it?”

Paranoia went silent; this made Panic worry in his mind. He hates it when his brother does this it always leaves him on edge; curious on what he is going to say.

“Dude, say something!”

“C’mon you arse this isn’t funny!”

Paranoia stood up from besides Panic’s bed that he is currently loaning to Applejack. His clothes blood red grew dark signifying that he is about to melt into the shadows.

“Oi! Spit it out already bird brain!”

“Let’s just say…be glad that you brought her to my attention as soon as you did.”

“What?!”

Saying nothing else he melted into the shadows leaving Panic alone with Applejack. Panic gave out a frustrated sigh as he sat near Applejack on the bed.

“So she’s going to live…why you didn’t just say it asshole,” Panic looked at the sleeping figure of mare as he examined the damages. Applejack now had some bandages covering a part of her chest area basically covering her breasts, parts of her right shoulder, her forearms, thighs and the right side of her face, “Heh, if it wasn’t for the fact that your body is somewhat burnt. I would be totally staring a lot more than I should be; gods I sound like a creep.”

Panic looked to nearby chair and gazed rather dully at the burnt pile of clothes that had to be taken off when Paranoia was treating her burns. Her jeans, her red flannel shirt, her bra, and her hat just lay there pathetically. By this point Applejack is wearing nothing, but her underwear.

The nightmare had to lightly hit himself a couple of times to shake off his dirty thoughts, he is a gentlemen and a professional. There was no place for such thoughts and even more so for an injured person. As he was battling with his own thoughts, Applejack began to toss and turn in her sleep, “Aww…how precious; she’s having a nightmare. Yeah that can happen when you sleep in the Nightmare Realm/World; depending on who you ask.”

The nightmare grew worse, for she began to move around the bed with a pained look on her face. “Yikes, it’s starting to look bad. Uh…what do I do a time like this?” Panic removed to blanket to see if there was anything underneath, but instead got an eyeful of her well sculpted form. He slapped himself a couple of more times before fixing the blanket, “Well that obviously didn’t solve anything. C’mon brain think, think!”

After a brief moment of thinking a light bulb appeared above his head as he brought up a nearby chair and started whistling the tune of, ‘Twinkle, Twinkle Little Star.’ His whistling is strangely calm and soothing. He kept whistling until Applejack calmed down and went back into a peaceful slumber. He breathed a sigh of relief now that problem was over for now, however there was a feeling of uncertainty in the mare’s nightmare.

*Knock, knock*

Hearing the knocking on his door Panic called out to the door, “Come in!” Getting confirmation the door opened and what walked inside are two girls who are equal in size; with one wearing a red harlequin outfit while the other is wearing a black maid outfit.

“Girls! What brings you two here? The show doesn’t start the next ten minutes.”

“Daddy, we wanted to check on pony you found in the incinerator.”

“Mostly, to see if she made it or not.”

“Aw…you girls,” Panic then looked back to Applejack and spoke to her unconscious body not expecting an answer, “Yah hear that? My little girls are worried about you; even though you never met. Ain’t that grand?”

“Can we see her daddy?”

“Yes father, I would too like see this mare.”

“Now, now girls she’s going to need her rest. Besides, I don’t think she’s ready to meet you two yet; I want it to be a surprise.”

“So, who is she daddy?”

“Ah, she’s one of our challengers who are trying to win their friend back. I went easy on her and a friend of hers on the first challenge.”

“So, is that’s why Carl came back all dented? You let them win?”

“Girls, a good performer does not use their best tricks until the right moment comes, she and her friends have yet to see all the tricks I have to offer.”

“So you’re luring them to a false sense of security; impressive father.”

“Yeah! That’s our daddy!”

“Ah…c’mon, you’re going to make me blush,” Panic then chuckled lightly; he enjoyed spending time with these two especially since they are both his daughters and he will love them for as long as he can.

“You know daddy, if she wasn’t wearing those bandages over her face I would say she’s very pretty.”

“Heh, pretty wouldn’t be the word I would use, but she’s a tough gal I’ll give her that much.”

“Then what word would you use father?”

Panic looked back to Applejack and thought back how she looked physically. Tough, well built, and hot as the most burning inferno I come to know. Better still she’s the bearer of the element of honesty something he considers a plus, for she in his eyes a warrior of truth like himself. However, she took a different path then he did and that’s what intrigues him. He thought back when he antagonized her about being the bearer of honesty and calling it a fat lie. He felt a slight tinge of regret of saying that, but it’s what he does for both a living and for fun. However, during the great length of his career he never felt any regret tormenting and angering his prey, but she was different. Maybe it was because they share similar feelings about lying and those who will lie to hurt others, yet they are still so different.

“Father? Your answer?”

“Huh? Oh right…I would use…different.”

“Different?”

“Daddy you’re terrible with words.”

Panic somewhat offended by the comment walked over to the pile of damaged clothes and gathered them into his arms, “Right…anyway daddy needs to make our guest some new clothes; since most of hers are somewhat destroyed,” He then picked up Applejack’s signature hat and looked over it. Apparently it escaped the worse of the heat, but he took it anyway in order to make some ‘improvements’ to it, “Daddy’s will be busy for the time being, so I want you two to practice you’re routine back at the big top alright?”

“Alright,” the unnamed duo said simultaneously.

“Good, now scurry off; our pony friend will need her rest. She is sleeping in the room of yours truly after all and she may need some time to…adjust.”

His daughters nodded their heads and ran off through the door with Panic soon following after them while carrying the clothes. Before he left the room he took one last look at Applejack before quietly closing the door; leaving her to sleep while her friends continued to look for her.

Rainbow Dash and Rarity gave up on going through the door that took their friend after they couldn’t hear her screams anymore. They returned to the woodshop and decided together that they wouldn’t leave until they found Applejack. They searched the work place, but found nothing. Moving pass the changing room they found themselves in a hallway with a fork in the road leading into three separate directions. Oddly enough the fork is labeled giving the two mares a choice on where to go. The left direction led to a carnival, straight led to the bedrooms, and the right direction led to a boutique much to Rarity’s excitement. The two mares had trouble on deciding where to head, but suddenly they heard footsteps heading in their direction with nowhere to hide they decided to run to the left direction heading towards the carnival not aware that their friend is actually in the direction where the footsteps are coming from.

“Huh? I thought I heard something.” Panic said as took a small pause and looked around. “Damn it girls…eh whatever; this cowgirl need some threads and I’m the only varmint in this side of the nightmare realm that can do it!”

Exiting through the door, the duo found themselves inside a large tent surrounded by rows and rows of seats, but what gained their attention was the two people practicing their act together. Rainbow Dash and Rarity hid besides some barrels and watched from afar; hoping to not be noticed by the two nightmares. They both notice that they are wearing the same harlequin and maid outfit they found in the dressing room.

“Alright sis, launch me!” said the harlequin. The maid next to her nodded and placed her hands on the ground with the crimson jester stepping onto them. After a brief pause the maid in an incredible feat of strength launched the harlequin high into the air nearly reaching the top of the tent in less than three minutes all the while performing spins and flips.

“Eh, not bad…” Rainbow Dash quietly said as she watched the spectacle. Despite her natural pride she actually is impressed that the duo is capable of such feats; granted she could easily do better and give these two tips on how do awesome tricks in the air, but as of now she doesn’t know if these two are friendly or not.

Heading down thanks to gravity the harlequin dived at a nearby swing hanging near a large pole and grabbed onto it. Using the momentum gained from the fall the harlequin swung through the air halfway before letting go and shooting a large grappling hook out of her sleeve that hooked onto the platform of the other pole and effortlessly threw herself onto it; landing on her feet with a pose.

“HOW DID I DO?” the harlequin yelled due to the height of the platform.

The maid gave a visible sigh before answering, “YOU DID GREAT SISTER! CAN YOU COME DOWN NOW? I NEED TO PRACTICE!” she yelled back.

“GOT IT!” hooking onto the platform once more she rappel her all the way down the pole all way to the ground. Once her feet hit the ground, she pointed to the barrels causing Rainbow Dash and Rarity to freeze in place, “Hey sis, I saw something colorful hiding behind the barrels. I wonder if they’re friendly?” Rainbow Dash cursed her colorful mane and looked to Rarity wondering what their options are. They knew they had to think fast, for they heard two sets of feet closing in on their location.

“Gah…what should we do? If we fight then we might attract Panic’s attention, if we run we might run into him anyway,” explained Rainbow Dash.

Rarity pondered for a moment, to her it seems the only option is to confront them. Hopefully they are friendly as well, “Let’s just talk to them, perhaps they aren’t as bad as their father.”

“*sigh* I sure hope they aren’t” The two got up from their hiding spot mildly surprising the harlequin, but the maid look ready to attack at a moment’s notice, “Uh…hi?” Rainbow said nervously. With the two daughters of Panic now within close range they can see what they looked like up close. The harlequin sported short violet hair, red eyes, fairly brown skin and some black markings around her eyes and lips completing her clown visage which made it easier for her to stand out thanks to the combination of colors. Her sister on the other hand has much duller color scheme in comparison. Her long hair is almost the dark as night itself with the bangs covering her eyes hiding them from the rest of the world, in addition her skin is pale as if it never seen the light of day. In every way the sisters are opposites of each other in everything but body type, for both physically look fourteen years old.

The harlequin recovered from her initial shock and returns the greeting, “Hi! You must be the other ponies taking my daddy’s and uncle’s challenge. My name is Tricky and this here is my sister Emily also known by her stage name Iron-E.”

Rarity raised a brow upon hearing their names, but remembered who their father is and let it pass, “My…what creative names your father has given you. As of courtesy, my name is Rarity and my colorful friend here is Rainbow Dash. It’s a pleasure to meet you both.”

“*whistles* aren’t you the text book definition of a lady. Sis here says I should at least adopt some rules of being a fair lady, but it really doesn’t suit me yah know? I mean I respect people like you, but it ain’t me”

“Well I appreciate your honesty about being lady like, but you don’t have to worry about acting like a fair maiden Tricky, for true beauty shines even the most unexpected places.”

“Huh…right, well what brings you and your friend here? Last time I checked you are not allowed here.”

“Believe me when I say we would like to get out of here as soon as we can, but we are looking for a friend of ours, her name is Applejack have either of you seen her?”

Tricky blinked for a few moments before looking at her sister with a nervous expression etched in her face, “Uh…yeah but.”

Rainbow Dash and Rarity furrowed their brows at the answer, “But…what?”

“I…uh…well,” Tricky tried to form an answer, but found she was unable to answer for Emily placed her hand over her mouth.

“What my sister is trying to say is that she is our father’s bedroom, but what she doesn’t want to tell you is that she is was in terrible condition when father found her. So, as of now she is recovering from the incident with the incinerator.”

“Incinerator!?” Rainbow Dash and Rarity yelled at the same time.

“It’s intriguing to say the least. Just how did she get there? The only way to the incinerator is through a door in the woodshop. This is really puzzling.”

Rainbow Dash and Rarity looked at each with surprised looks on their face. The last time they saw their friend was her entering through a door and hearing her screams behind said door before everything went silent. But one question still burns vividly, what was inside that room, and how did it lead to the incinerator?

“Can you take us to her? As her friends we need to see how she’s doing,” Rainbow Dash said with a concern look on her face.

Tricky stood on one leg and begin to ponder a answer, “I’m not sure…daddy said she needs her rest and no one is allowed in his room except for himself until she gets better.”

Rainbow Dash mentally sighed she knew that these two won’t let them see Applejack. Being daddy’s little girls they will do anything their father tells them, “Well, at least to an extent; Tricky looks to be the mischievous type, so she might be more willing to break the rules. But Emily on the other seems to be a stickler for the rules. Maybe we can convince them somehow?”

“Are sure you can’t let see our friend? Like I said before we just want to see if she’s okay we won’t bother her at all,” Rainbow Dash then winked at Rarity, telling her to follow her lead.

Getting the hint Rarity played along, “Also did your daddy really say we couldn’t come into his room?”

Tricky, returning her raised foot to the ground scratched her head sheepishly, “Well…technically he didn’t tell us, but…”

“We assume that is what father wanted seeing as he is putting her recovery as top priority. But, I suppose visitors wouldn’t hurt. However, we are not responsible for any punishment that would befall either of you,” Emily finished.

Rainbow Dash gave a small smile. This is going better than she thought, but if what they say is true, they may have to leave her where she is. She hated the idea of leaving a friend behind but there isn’t much they can do, “So can you take us to her?”

“Not really we need to keep practicing for a new act of ours, but if you want to get to daddy’s room just go back the way you came and take a left. You probably saw sign that said bedrooms, so if you see that you’re heading in the right direction. Once you reach the end of the hall there are two doors; one is our room while the other is daddy’s. You’ll know which one is which when you see it,” Tricky said in an eerily cheerful tone.

Though a bit off putted by her tone the two ponies flash her a grateful smile and voiced their thanks as they left the two daughters and return to the hallway where they once came.

“You think they will run into daddy?”

“I believe it’s a guarantee. Regardless, let’s get back to practice shall we?”

“Yeah! I’ll set up the burning ring!”

Taking the sisters directions Rainbow Dash and Rarity took a left turn in the hall they were in and continued walking that direction. All the while sharing their thoughts on the daughters of Panic.

“They seem nice…as strange as it sounds,” Rainbow Dash said as she mulled over her thoughts about the two, “Definitely better than their dad that’s for sure.”

“They’re nice children for sure and they do complement each other very well with their personalities. Although, I do wonder who their mother is. I doubt she will be thrilled with the idea that her children are participating in such dangerous high flying acts,” Rarity added.

“I bet it’s somebody nearly as crazy as he is. I mean, what kind of person would what to hook up with that?”

“Well the children have seen some sort of discipline, so maybe their mother is a lady of a high caliber or perhaps Panic is an actual good parent?”

Rainbow Dash thought back to her encounters with Panic and the personality he constantly shown gave her doubts, “Somehow I doubt it…”

“Perhaps…”

Getting to the end of the hall they found two doors, one that looked completely normal with nothing remarkable about it and the other that appears to be heavily decorated with paint and a keep out sign taped to the front of it. Seeing the obvious they turned to the normal door and opened it. Entering through the door they were met with a rather fancy looking room. Most of the furniture is colored red with either yellow or black sub colors. The duo raised their brows; they weren’t expecting Panic’s room to look this well kept and immaculate.

“Huh, I was expecting something more…I don’t know…clownish?”

“He certainly has fine taste; just look at all this furniture. I could only imagine how expensive all of this is.”

Rainbow Dash actually couldn’t care less on the actual amount bits or whatever they use as currency in the Nightmare Realm spent on the room. She’s just wanted to find Applejack and hopefully get her out of here. Remembering what the sisters said Rainbow Dash along Rarity gravitated towards the bed. When they got to the bedside they both had to hold their gasps as they saw the current condition their friend is in.

“Oh my…”

Rainbow Dash felt her anger rise; she already knew what happen, but she didn’t expect see her friend like this. However, her rage subsided as she heard soft breathing coming from Applejack showing that she is still in a stable condition. Rarity heard the breathing too gave small sigh of relief, “Thank goodness, she still stable…but still I dread to imagine what she may went through.”

“Yeah…”

Suddenly, the door they entered through opened and stepping through is Panic himself carrying what would be a pile of clean clothes. Panic stop in his tracks as he saw the two mares; both made eye contact with each other and neither broke away. Rainbow Dash’s anger flared up again upon seeing his face and a thought pass her head that she should take her anger out on him. Rarity simply froze in place; not sure what to do. She knew that there wasn’t a known way they can fight him, so she hoped they can talk their way out of this situation. Panic on the other hand mentally sighed as to him it seems like the problems keep adding up for him, but he already knew why they are here he simply wants to know how.

Neither spoke a word and stood there; waiting for the other to make a move. Having enough of this silence Panic decided to break the ice by speaking first, “So…how did you two get here?” he asked.

“Wouldn’t you like to know?” Rainbow Dash answered aggressively; having no patience for the nightmare.

“Yes I would…that’s why I asked, Dashie.”

Hearing her name called out in that manner immediately cause Rainbow Dash to charge straight at him. “Rainbow Dash wait!” said Rarity trying to stop her friend from attacking the prepared nightmare.

With a small smile, Panic threw the clothes into the air and spreads open his arms as if he was going to catch the multi-colored Pegasus mid run. However, instead of trying to ram him Rainbow Dash threw out a kick in an attempt to hit him before he do one of his tricks, but sadly, she simply passed through him, “Darn it! Not again!” Casually, Panic let clothes fall right into his arms as he made strides towards the bed. Trying again Rainbow Dash charged once more at the nightmare, but with a small motion of his free hand she immediately found herself wrapped up in numerous strands of wire that are hold her place like a spider’s web, “Grah! What the hay!? What’s going on?!”

“How kind of you to ask Rainbow Dash let me explain, you see that small moment that I went intangible and let you pass through me…I already set up over three hundred strands of steel wires that you graciously tangled yourself up in; all I had to do is pull.”

“The heck?! Three hundred strands in just a few seconds?!”

“A good performer doesn’t use his best tricks first, so consider this a sneak peak.”

“Rah! You better hope I don’t break out because once I do I’m going to give one heck of a beat down!”

Placing the pile of clothes on a nearby chair Panic faced the tied up Pegasus and made eye contact before speaking, “Calm down madam hot head, what have I done in the last few minutes to deserve such anger?”

“You’re the one who threw Applejack in the incinerator, didn’t you!”

“Look Dashie.”

“Do not call me that!” Rainbow Dash screamed.

Panic felt his ears ring from the sheer volume of her scream, but recovered from it quickly, “Geez did I touch a nerve? Anyway, I didn’t do jack shit to your friend as a matter of fact I did the opposite; I saved her life!”

Rainbow Dash and Rarity eyes widen as they both look at Panic in surprise, “What?!”

“Hey, did I stutter? Yes, I heard her pleas for help in that wood burner and I’m the only one who can open the door when the countdown is initiated, so she couldn’t have gotten out of there without my help. But, answer me this…how did she get there in the first place? I would certainly like to know, so we can avoid incidents like this the future.”

Suddenly a nearby voice spoke alerting everyone to its presence, “Would y’all mind? I’m trying to get some sleep!” The owner of the voice belongs to none other than Applejack; who just recently had her sleep disturbed by the ruckus, “What are y’all staring at?” she then blinked a couple of times as she saw Rainbow Dash, Rarity, and Panic all in the same room with the former being tied up. Confused she constantly shifted her eyes from her friends to Panic and repeated this three times before stopping on Panic whom is waving at her with a smile, “Am I still dreaming?” she asked.

“More or less,” he responded with a hand gesture, “But if I were you. I wouldn’t look under the blanket or a mirror for that matter.”

Ignoring his advice and still very confused by her situation took a short look underneath the sheet before instinctively covering herself up, “Ah! Where the heck are my clothes!?”

Panic gave out a frustrated sigh; he already knew where this is heading and the situation already looked bad enough, so he is going to solve this problem the only way he knows how. Amongst Applejack’s rambling he pulled out a recorder and rushed to her side. Just as she was about to shout his name; he held her down with his left arm and positioned the recorder near her ear.

“Let go of me!” she yelled as she struggled against Panic’s grip. Rainbow Dash upon seeing the act struggled against her bonds, but to no avail. Rarity tried to act, but as soon as she got close to Panic his head turned showing his half mask to her as a single glowing red stared back at her freezing her in place.

“Don’t you dare…” he said coldly. Panic then pressed the button on the recorder and during the commotion nothing was heard, but then Applejack’s movement slowed and eventually she fell back to sleep. Pressing another button he returned the recorder back to the pocket he pulled it out from and released his grip from Applejack’s body.

“What did you do to her?!” screamed Rainbow Dash as she struggled furiously.

“*sigh* Just doing what the doctor recommended; she needs some sleep!” Panic responded angrily. Rainbow Dash looked at Panic with intense anger as she tried to calm herself down.

Rarity being the poor mare caught in the middle of this regained her movement, “Um…how did you get her to fall asleep again? Considering the racket we were making I’m surprised she went back to sleep at all.”

“I have a recording of my brother Paranoia’s ‘Would you kindly go to sleep’ line. Apparently, is just him saying the phrase sends anyone, no matter how much energy they have, to snoozeville. The reason I used the recording because she was getting too hysterical; she might have opened some of her wounds according to my older brother.”

Rainbow Dash gave him a disbelieving look, “Hold up, are you saying you’re trying to take care of Applejack?”

“No, I was going to ship her to museum to be displayed like a mummy. Of course I was taking care of her!”

“But why? Aren’t we…I don’t know enemies?”

“Ai, mensa you obviously don’t know the job description of being a nightmare. But, regardless I would like to know how the hell did you three get into my section of the mansion and how did she end up inside my incinerator?” he asked as calmly as he can, “And remember no lying; I hate liars and I can tell if you’re lying,” With twist of his wrist Panic called back the threads thus releasing Rainbow Dash from her bindings.

The sky colored Pegasus stared down the nightmare, but knew it was pointless in fighting him so she decided to explain, “Fine…look one of our friends discovered small door underneath her bed, so we came up with a plan to distract one of your brothers while three of us went down the door and check if it lead to a way out or something.”

Rarity continued to explain the plan, “Sweet Fluttershy, offered herself to be the distraction for one of your brothers or rather your older brother Paranoia. Once they left that’s when we sprang into action; heading down a ladder that led to a rather stuffy closet we found ourselves in your wood shop.”

“We pretty much snooped by that point, we actually had a close call in the dressing room. We were almost discovered by your daughters,” After saying that she had to hold in a smile as Panic mouthed a small obscenity, “As we continued searching around we found some of your creepy mannequin’s parts and found some compartments in some of the parts.”

“Indeed as pony who works with these lifeless models I found it really strange to have these empty pockets in the mannequins especially since it’s not for the stand that holds them up. Regardless, after seeing that rather strange sight we found your metal shop and goodness we weren’t expecting full blown metal refinery with a cave to extract ore from. However, the more shocking part is that you were making metal mannequins parts which are something unheard of in the history of making mannequins.”

“But, here comes the weird part. When we were looking around the place we found a door and written next to it is the word failures. We didn’t really understand why, but when we got close to the door we suddenly couldn’t breathe! Rarity and I manage to get away from that weird door, but Applejack opened it and walked straight inside with weird look on her face; it was like she was hypnotized. The door closed behind her and locked itself; we tried to get the thing to open, but it wouldn’t budge. Eventually we heard her screaming in there and we tried to bust the door down, but suddenly we didn’t hear her screaming anymore causing us to panic and try even harder to break it down.”

“However, the door would simply not open and after a few hours we decided to look around your shops again hoping that we will find Applejack. We accidently ran into your daughters in the search and they told us that she was in your recovering, so we took their directions and I suppose that ended where we are right now.”

Panic was silent throughout the entire explanation as he closed his eyes and stroked his chin in deep thought. He already knew that they’re telling the truth, but the fact that stood out to him the most is the door marked with the word ‘liars.’ To him this isn’t the first time he heard of it; fellow nightmares warned him of its existence, but when tried to look into it himself the door wasn’t there like they described.

“So…you saw this door in my workshop and your friend over there just walked in. Yeah…you two ain’t lying.”

“So you’ve seen the door as well?”

“Not really, but I heard of it from my employees or rather when I still had employees.”

“You had employees?”

Panic gave a frustrated sigh, “Yes…I used to have employees and the door in question is the reason why these workshops of mine are only run by me. Thankfully, my performers stay at the carnival, so I at least I still have income at my shows. However, this makes production of puppets for the puppet shows rather hard since I’m the only one who can create these blocks of wood into the wonderful works of art they are meant to be. But, I’m rambling and lying…I can easily mass produce puppets without help, but I still find it a minor inconvenience anyway.”

“So…what are you going to do with us?” Rarity asked nervously as Rainbow Dash took a battle ready stance.

Panic’s then tip his hat covering his eyes in shadow, “Well seeing you guys and gals have a challenge tomorrow against my younger bro Fear or I rather I like to call him El gassy murete. Anyway, I ain’t going to do anything to you two lovely ladies because you’re going to need all the fire power if you’re going to take him on. From what I heard, your two princesses had to use more of their power just to take him out, but even that wasn’t enough to make him stay down; you know what I’m talking about right?”

The two mares looked at their feet and each other as they both remember that traumatizing event where a burnt Fear showed up at their campsite and threatened to kill Rarity if Spike didn’t come with him. The white mare in question unconsciously felt her neck as the feeling of the nightmares grip around her throat never left her memory. But, despite that there was a silver lining; Spike showed her how selfless he can be when the cards are down and willingly handed himself over to the brutal nightmare so that she can be spared.

“Also just so you know, if it came down to it, he would have actually killed you. His orders were to take the dragon through any means necessary, and to him that means anything in his way is good as dead. Sure he would be reprimanded by the man in charge, but…you know when you have the best doctor in the world stuff like this can slide.”

The two mares stared at Panic with disbelief; the younger nightmare is even more dangerous than they previously thought. Seeing the mares expressions brought a smile to Panic’s face, for he was holding information from them on purpose. Seeing Panic’s smile Rainbow Dash regained her composure and furrowed her brows as she returned Panic’s grin with a scowl, “Wait a minute! Is there something you’re not telling us?”

“Maybe…am I the obvious? Oh wait, yes I am, on purpose! You see el gassy murete wears body armor over his chest; this has been designed by my bro Paranoia to ‘protect’ him from harm. If you want to actually want to start hurting him then you would want to break it, for it would put him in a really ‘bad’ situation.”

“How is that a risk?”

“Why don’t you break it and find out?”

Rainbow Dash looked at the nightmare with disdain; he is willingly telling them a way to beat his own brother, though as useful that information is; he is betraying his own brother, “Fear is your brother right? Why are you telling us this?”

Panic smile grew wider, “Because I want to see a show tomorrow, and besides you want your friend back don’t you? Then what does it matter to you?”

Rarity became appalled at his words and saw Rainbow Dash was doing her best not to run up to Panic and punch him, “How horrid, you truly are a low life. Spilling your brother’s secrets all just for the sake of a having a show.”

“Heh heh heh, yeah well what can I say? I love my brother, and he gone so long without a good fight. I consider this a way of giving it to him.”

Any remaining thoughts of good in Panic are now wiped from the thoughts of the two mares, but instead a rather an odd mix of disgust and confusion took its place. Confused from the constant change from helpful and kind to threatening and horrid they were not sure how to talk to him.

“Well, whatever we’re just going to leave if that’s okay with you, and we will be taking our friend with us,” Rainbow Dash said as she walked towards the bed, but before she got close to Applejack she immediately had to take a small hop backwards to avoid a swipe from Panic’s claws, “What the hay?! I just want my friend back!”

Panic waggled his index finger, “Auh, auh, auh…I regret to inform you that she will be staying with me until she is fully recovered, so yeah…you will be returning back to your room without her.”

“You can’t do that!”

“Actually I can, Oh girls!” with a snap of his fingers two figures appeared behind Rarity both with dark threatening auras.

“You called daddy?”

“What is required of us father?”

“Ah!” Rarity yelped in surprise from the sudden appearance of Tricky and Emily.

“Yes my beautiful children I have a job for the both of you. These guests of ours have over stated their welcome, do you mind sending them on their merry way?”

“With pleasure!”

“Consider it done.”

Suddenly with quick reflexes Tricky grabbed hold of Rarity’s arms and pulled them behind her; placing her into a hold. Emily tried to do the same with Rainbow Dash, but she quickly got out of the way and created space between them, “Look I don’t want to hurt you Emily. I know you’re doing this out of love for your father and I understand that, but I’m not leaving my friend in your crazy father’s care!”

“You shouldn’t worry about your friend Rainbow Dash father is very hospitable towards guest, but I suggest you stop resisting or else my hand will be forced.”

“Sorry, but you know that’s not going to happen.”

“Then you leave me with no choice…” Taking a fighting stance Emily then ran towards Rainbow Dash and tried to strike with swift punches and kicks, but Rainbow Dash proved to be too quick for her with her fast reflexes and deftly dodged all of her attacks, “It would seem you’re much quicker than I anticipated, but you’re not returning my attacks with your own. You are aware I won’t stop until I complete my objective and restrain you.”

“Like I said I won’t fight you; my fight is with your father and uncles.”

Emily stood silently Rainbow Dash slowly taking in the words she said, “Your parameters will not help you wrestle your friend out of this room. I would suggest fighting back, but you seem dead set on refusing to fight me. Does that mean you will leave peacefully?”

“No…I can never leave a friend behind…so the only way I’m leaving out of this room is over my dead body.”

Tricky and Emily stared at the colorful Pegasus with awe; they were struck speechless by her fierce loyalty to her friend, but unwillingness to fight someone who is not involved in the struggle, “How…admirable I would have done the same for my sister, but father’s orders…”

“Eh, forget the order my little girl,” Panic then walked beside his daughter gently placed a hand on her shoulder.

“Father?”

“There is no need to fight if there isn’t a battle. Sure I was hoping that you can restrain our guest, but I’m starting to see that your will to fight is wavering. No need to force yourself to do something you don’t want to do; besides daddy has a plan B,” Suddenly a second Panic appeared behind Rainbow Dash and pulled her arms behind her back and forced her to the ground.

“Ah! Grr….”

“Well I suppose that’s enough excitement for today don’t you think? Now get out of here before you actually break something,” With another snap of his fingers a shadowy portal opened up in front of Rainbow Dash, “Now can you please return the guests to their room? I’m a very busy man I have things I need to do.”

“Got it me!” the second Panic said gleefully.

“I got it handled daddy!” Tricky responded in similar a fashion.

Bringing the two mares to the portal they got ready to kick them into the portal, until the real Panic stepped between them and got near their faces, “Oh and one more thing when you two get back to your room I like you to send a message for me.”

“Forget it!” Rainbow Dash said in defiance.

“No I think you would want to hear this. When you get back, tell your Princess Luna that I’m…sorry,” he said solemnly much to the surprise of the two mares before they were kicked through the portal and disappeared into its depths. Shortly thereafter the Panic clone exploded into a cloud of red smoke leaving the real Panic in his room alone with his two daughters and unconscious Applejack. With a heavy sigh Panic sat on the edge of the bed as he try to relax his stressed out mind.

“Daddy, are you okay?” Tricky asked.

“No my little angel I’m not fine rather daddy is a bit stressed at the moment.”

“Is there anything we can do?” Emily asked with concern.

“Maybe some alone time would do me some good.”

“Should we bring you something?”

“Some fruit punch would be nice”

“Consider it done. Tricky let’s go”

“Got it!”

With an objective in mind they left the room leaving Panic with his thoughts, “They are such good kids. I really don’t deserve them, but they are the only ones who understand me and they need me as much as I need them. Huh…I wonder this is how Paranoia feels.”

Chapter 24: Down Time
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Masks Lie and Nightmares Never Die

Chapter 24: Down Time

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Chapter 3: The First of Three
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Masks Lie and Nightmares Never Die

Chapter 3: The First of Three

As the day went on and Applejack continued to be preoccupied, Applebloom decided to gather her friends at their clubhouse in order to them the news. Needless to say her friends were confused by the suddenness of it all.

“So what’s this all about Applebloom? You wouldn’t tell us on the way over here,” asked Scootaloo.

“Yeah, you said it was important,” added Sweetie belle.

“Yeah sorry ‘bout that. I was going to tell my sister first about this, but she was busy with the repairs to the farm. So I decided to tell you guys,” she replied.

Her friends looked at each other with faces of uncertainty before asking together, “About what?”

Applebloom took a deep breath, “IthinkIgotmyCutiemark!” she said quickly.

Sweetie belle and Scootaloo looked at her with confusion, unable to understand what she just said, “Uhh… can you say that again, but slower?” asked Sweetie belle.

Applebloom let out a frustrated sigh, “I…think…I…got…my…Cutie…mark,” she said, very slowly.

Her friends gave her looks of doubt remembering the last time she obtained a Cutie mark through underhanded means, “Pfft, right… and I‘m a princess,” Scootaloo said sarcastically.

“Yeah, how do we know you didn’t use any potions for this one?”

Applebloom let out another frustrated sigh, “Because after the last incident, Zecora made sure to keep the ingredients locked up, so I won’t be tempted to do it again. Besides there’s a reason why I’m feeling nervous you guys. Because I’m not sure if it’s actually a Cutie Mark and I don’t want to embarrass myself again.”

Her friends looked at each other, and nodded before returning their gaze back to Applebloom, “Alright we believe you, but we need to see it if you want our opinion,” said Scootaloo.

Applebloom stalled a bit with uncertainty before showing her friends her flank. The mark in question is an over stylized N with intricate lines sprouting out of it.

“Whoa never seen a mark like that before.”

“Yeah it’s very… intricate,” Sweetie belle added unsure of the meaning of the mark.

“What do you think it means?” questioned Applebloom.

“I’m not sure, but maybe it means you’re an excellent writer?” answered Sweetie belle.

“Nah if that was the case then wouldn’t it be a pencil or a journal?” added Scootaloo.

The cutie mark crusaders would continue to spend most of the day figuring out what the supposed, “cutie mark,” stand for not knowing its true purpose. However, unbeknownst to them the beings that placed that mark are already begun planning their plan of attack.

Meanwhile in dimly lit room three figures are standing in front of a desk with a chair facing the opposite direction of where they’re facing, “…So who’s the target for tonight?” asked a voice.

“A young filly named Applebloom, younger sister of both Applejack and Big Macintosh of the apple farm,” responded Paranoia.

“I see…” the voice pondered for a bit before responding, “Panic this one’s all yours.”

Panic was elated by this news, “Yes! I get to have fun first you guys!”

“Panic once nightfall hits, that’s your green light to start the challenge,” the voice said.

“Gotcha… so what does target look like?” questioned Panic.

“The target is colored with an interesting shade of yellow and her mane is colored red. However if that didn’t help the target is wearing a bow as well,” Paranoia explained.

“That’s it? Pfft, and here I thought we’ll be searching for Waldo.”

“I don’t enjoy the thought of kidnapping a child, but I want to show them we mean business alright? So act as antagonistic as possible.”

“Okey, Dokey, Macaroni,” Panic said before giving a mock salute.

The chair turned, revealing the masked face of the nightmare speaking to them. The mask in question is a full face dead wooden mask that is holding onto the wearer’s skin alone. The facial expression portrayed by the mask is disturbing as it is the face of a tortured soul bounded as seen with tape covering the mouth and left eye. To add to the image of horrendous bondage is the carve indentations in the image of chains going across his face three times. However, the most defining feature of the mask is the letters N, and E carved ritualistically on his forehead.

“That’s good to hear Panic, but remember not to harm the girl. There is reason for our actions and causing harm isn’t one of them,” The masked man said.

“Okay okay I get it, don’t harm the kid and everything will be dandy, I got it.”

“Good… you’re dismissed, all of you.”

As the Masked man attempted to resume to whatever he was doing. He was stopped by Paranoia who raised his hand in order to get his attention.

“Yes Paranoia?”

“Forgive me, but I must ask you something milord.”

“Speak, you have my attention.”

“Can you hold still? It would seem Umbra took a liking to your hat again.”

A couple of relaxed ‘caws’ came from the masked man’s hat as they all looked up to see the black to purple bird resting on top of his hat. For a brief moment silence dominated the room they’re in as everyone stared at the crow with mixed emotions.

“Paranoia…”

“Yes, I’ll take care of it. Come here you little trouble maker,” Paranoia reached out and grabbed the bird carefully before bringing it to his chest, “C’mon Umbra, you’re an adult now. Can you please start acting like one?”

The bird in question let out a few chuckles before the masked man made a small cough and brought attention back to him.

“Right, now that momentary distraction is over I’ll reiterate; you’re all dismissed!”

The brothers bowed respectfully before sinking into the shadows of the room and leaving the masked man to his own devices in the dark room as his only exposed eye shined colorfully in the dimly lit room, “I wonder how this is going to play out?”

Time has passed back at the Apple Farm, and repairs are going smoothly as most of the barn has been patched up and the house has been cleaned of damaged and broken items, but to Applejack there is still much left to do, “Well the farm is looking better at least, but our good ol’ home still has some holes in it,” Applejack said.

“Eeyup.”

Applejack began to think back to the message. Knowing that her time to find the unfortunate pony marked by the nightmares is at an end she wondered where to start looking, “Hmm… now who yah think this marked one is? Considering the lengths these messenger fellas wentah get the feeling whoever it is closer than we think.”

Having already checked Big Macintosh and Granny Smith Applejack couldn’t find the mark anywhere in the vicinity of her surroundings.

“Dang nabbit! How do I find a mark if I don’t even know what it looks like?” As if to answer her question, Applebloom cheerfully called out to her before running up to her.

“Sis! There you are!”

“Oh, Hi there Applebloom where you been this whole time?”

“I was with Sweetie Belle and Scootaloo trying to figure out what my cutie mark means.”

For a moment Applejack’s mind went blank as the words ‘cutie mark’ sank into her brain. It took a soild minute before the mare could make a response, “Uh Applebloom can you show this cutie mark?”

“Sure! I planned on showing it to you anyway.”

When Applebloom showed her flank to her, she immediately paled and her mind raced with panic. There was no doubt in her mind that this is the mark she is looking for, and the marked one just happened to be her younger sister.

“Uh Applejack are you okay?”

“Y-Yeah.”

“Okay, if you say so,” Applebloom then headed into their home, planning to spend rest of the day in her room.

However Applejack has only one thing on her mind, “I have to tell Twilight about this and fast!”

With adrenaline in her veins Applejack was already closing in on Twilight’s home. She needed to protect her sister, but she can’t do it alone. Her friends are ready to help, but she needed to get the word out so the team can gather together and face the threat head on. She was so determined that by reached the door she was almost out of breath, but that didn’t stop her from knocking on the door furiously. “Twilight, open up! Things just took a turn for the worse!”

After Applejack yelled it wasn’t hard to hear to Twilight rushing down the stairs and quickly unlocking the door in order to meet with mare face to face. Once the door opened Twilight stepped out with a look of concern on her face, “What do you mean it took a turn for the worse?”

“Remember in that message we got ‘bout a marked one?”

“Wait you mean you found the pony with the mark?”

“Yes, and Twi, it’s my sister!”

Twilight nearly froze from pure shock at this new information, but quickly composed herself, “Spike!”

“On it!” Spike shouted as he went to get a scroll and feather.

“Good we need to tell a princess who’s the marked one is so they can lend us some support.”

“Got it.”

“Applejack did you already tell Applebloom about this?”

“No, but ah just know she’s not going to take it well. She’s going to be scared Twilight.”

“I know, but we’re going to protect her with all we got.”

Applebloom was trying hard to sleep, but the terrifying revelation of her “cutie mark” still haunted her. Even though the Canterlot royal guard is here to ensure her safety, she still felt uneasy.However her only piece of mind is her brother and sister, who are just outside her door just in case anypony try to go through her door.

7:58 P.M.

She continued to fight off the temptation of sleep, but she was fighting a losing battle.

8:04 P.M.

Applebloom slowly felt her eyelids shut as she succumbed to slumber.

8:10 P.M.

Applebloom continued to sleep blissfully unaware of a clawed figure stepping closer to her bed. Even in the darkness of her room the figure can be seen giving off a grin that would make skins crawl.

8:11 P.M.

The figure kneel before her bed, and positions its head where its mouth is close to her ear. With a twisted grin the figure spoke.

“I…know when you’re sleeping…”

Chapter 11: Problems, Mysteries, and Solutions
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Masks Lie and Nightmares Never Die

Chapter 11: Problems, Mysteries, and Solutions

The Nightmare Realm a place where nightmares of varying types roam because of this many beings fear this realm. The realm itself is said to be only accessible through sleep, but there is other means in reaching this realm…

Out in the wastelands of the nightmare realm a lone figure is seen running across the blacken terrain. This being is on a mission to expose a crime The Lord of Nightmare’s has committed against the creator. The being continued to run for another four miles before coming to a complete stop. It sensed something in the air and immediately hid itself behind a dead tree. Once it did a portal slowly opened up in the wasteland the being narrowed his eyes and pulled out a camera. Did the moment finally come already? A few moments later gave the being its answer. Five ponies jumped out of the portal one larger than the others and the large one seems to be giving off a power similar to the high council. However, before it could dwell on any further the being felt another presence right next to it.

“Are you seeing what I’m seeing Hopper?” asked a voice.

“I’m seeing it and I still can’t believe it!” added another voice.

“Yes, I do Lucain and Kiki, they’re definitely from the same world as that one Alicorn Lord Nightmare has taken with him.”

“They must be trying to rescue her,” Lucain said.

“That’s not surprising; I mean who takes a kidnapping lying down? Not me that’s for sure,” Kiki added.

“Well even though we may share a similar goal with these ponies, we must avoid contact with them for now. Our mission is a stealthy one and that means the less people who are aware of us the better,” Hopper stated.

“Well can’t argue with that logic,” Lucain said.

“But if we share the same enemies why shouldn’t we work together? I feel like we can accomplish more by working together,” Kiki said.

“Er…right but anyway we have mission to do, so we can’t stand on here all day. If we accidently run into them again then I suppose an alliance would be unavoidable,” Hopper said.

“I suppose it’s better that way, I mean there is no need to get them involved until we actually meet right?” added Lucain.

“Yay! Alliance!”

After their conversation was over they all left the tree as quietly as possible leaving the new arrivals by themselves.

When they finally exited the portal everypony felt slightly disoriented save for Luna who was used to going through portals. Everypony took a moment to steady themselves, once they finally got their bearings Applejack was the first to speak.

“Well we’re finally here, but where is here exactly?” she asked.

“This should be the Nightmare World, but unlike the one in our world this one seems to be quite expansive,” responded Luna.

“It sure is,” added Rarity as she looked around them.

“And empty!” Pinkie also added with her usual enthusiasm.

“This must be a wasteland, if I had to guess this empty landscape only makes up one-twelfth of this realm,” Luna said while scanning the landscape.

“Only that much?! But it looks like it goes on forever!” Applejack exclaimed in surprise.

“I have to agree with Applejack, I mean where do we go from here? How are we going to save Twilight if we don’t even know which direction to go?” Rarity questioned.

Luna brought her hoof to her chin while thinking of an idea, “I’m not sure yet Rarity, but if we can find a stray nightmare we could ask it where the nightmare brothers live.”

“Uhh…no offense Princess, but I only see one problem with that idea,” Applejack said while rubbing the back of her head with her hoof.

“Hmm..? And what would that be Applejack?” Luna said with a raised brow.

“It’s that… we are kinda of in the middle of nowhere, and I don’t see anypony else for miles” Applejack said nervously.

However, before Luna could answer Applejack. Pinkie shouted, “Hey! Is that a nightmare over there?” she asked while pointing. Everypony looked to where Pinkie was pointing to only to see a lone figure in the distance slowly trudging along the wasteland.

“Good work Pinkie Pie, not only you found a nightmare, but it’s also low ranked fear so it shouldn’t pose much of a threat to us,” Luna said gratefully, “You were saying Applejack?”

“I stand corrected.”

It took a while for them to close the distance between them and the nightmare, but when they finally caught up to it they were caught off guard on what the nightmare actually looked liked. To be frank the creature is humanoid in structure, but that was the only part that was human about it. Its skin is sickly pale white as dry blood stained both its torn clothes and rotten face. Adding to its look was exposed flesh, bones, and an open hole in its stomach which revealed some internal organs. The creature’s dead eyes noticed the ponies presence and turned to face them.

“Ew…what is that thing?” Rarity said as she took steps back from the nightmare.

“Ruaaah…” moaned the nightmare.

“Rarity, I’m just as clueless as you are,” Applejack said with a confused look.

“Well, it looks corpsey and should be buried in the dirt so…nope I got nothing,” Pinkie said as she attempted to figure out the nightmare’s identity.

“All I know is I don’t like the looks of it…” Shining said as he got his magic ready.

“Ruahh?…” The nightmare said in confusion. However, nopony caught the fact the creature itself is confused by the colorful ponies.

Thankfully, Luna noticed the creature’s confusion and explained the situation to it, “Forgive us for popping up unexpectedly, but let me explain. We aren’t from your world we came from a different world to your world through the use of a portal, and the reason we did so is to find our friend who has been foalnapped by The Nightmare Brothers. Which leads into my question do you know where they are?”

The creature jumped back a bit when Luna mentioned about The Nightmare Brothers, but when it also heard they were trying to rescue their friend it nodded its head in agreement, “RuahRuah.”

“You’ll tell us where they took her?” Luna exclaimed happily.

However, before the creature could respond Applejack added her thoughts into the conversation, “Wait a darn minute. Luna you can understand all that moaning?”

“Indeed, how can you understand that horrid looking beast speech,” added Rarity, but realizing what she said the mare then looked at the nightmare with a nervous expression on her face, “…Uh no offense.”

“RuahRuahh,” the nightmare said, not looking offended at all.

Luna sighed before turning towards the group, “I can talk to this nightmare because of my affinity with the night which in turn allows me to enter anyponies dream and interact with said dream; even the creatures the ponies dreamed up. This may not be the dreamscape I’m used to, but I can still communicate with the beings in this realm no matter how distorted their speech pattern may be,” When Luna finished her explanation everypony became silent deciding not to question the Princess any more. Luna then turned back to the nightmare and continued the conversation, “So you know where they took her?”

“Ruaah Ruaaahaaah.”

“What do you mean not exactly?”

“Ruuuah Ruah Ruaahaa Ruah Ruaah Ruah Ruaah RuaaahRuah RuaahRuaaah.”

“They took her to Lord Nightmare’s Mansion?” Luna translated causing everypony around her to make sudden anime styled face plant into the ground while Luna sweatdropped.

As they recovered from their fall Applejack was the first to respond, “Yeah, we shoulda seen that coming. Of course those nightmare fellas would’ve brought Twilight to their Lord.”

“That is not new information to us. We already know that Lord Nightmare wants Twilight, but the only question we have now is why?” Rarity added.

“Princess Luna, It’s nice to know that we need to look out for a mansion, but we need to know which direction the mansion is from here,” Shining said as he rubbed his head.

Luna chuckled slightly before responding, “Right….I was just about to ask that,” After a moment of embarrassing silence Luna then again turned back to the nightmare, “Umm…thanks for telling us that, but do you know which direction we should take to get to Lord Nightmare’s Mansion?”

The creature shook his head, “Ruah…Ruaaah.”

“Oh…you don’t?” Luna said slightly disheartened.

“Ruaaaah Ruah Ruah Ruah Ruah Ruah Ruaahha Ruah Ruah Ruah Ruah Ruah.”

Luna looked at the nightmare in surprise, “But you know somebody in your village that could help lead us to the mansion? Where is your village?”

“Ruah Ruah Ruah Ruah Ruah Ruaaahh Ruah Ruah Ruah Ruahhaa Ruah.”

“So in order to find your village we need to follow you?”

The nightmare nodded its head, “Ruah”

Luna turned to the group, “Anypony okay with following this nightmare to his village?” she asked.

Everypony looked at each other with unsure looks. After a brief moment Shining responded “Uh, are you sure we can trust this nightmare?”

“Do not worry this creature has no reason to deceive us, besides even if it did betray us I have more enough power to deal with it and it’s kind.”

“Well… I just hope this thing doesn’t waste our time.”

Meanwhile back in the mansion, Twilight didn’t know what to do. She originally thought of escaping the mansion when she first realized she was in the mansion, but immediately threw that plan out the window for two reasons. One, she didn’t know the current layout of the mansion, furthermore, even if she did tried to escape where would she go? This world is completely new to her just like when she first entered the human world through the mirror. Finally, her second and final reason would be Fredrick himself. She still wasn’t sure if she could trust him, but so far he treated her kindly and was willing to answer most of her questions which was something she didn’t expect from him. Also he told her that he was dying mentally, but even though a part of her thought he may be lying. Another part of her still thought, “What if he isn’t lying? If I left him the way he is and he does goes insane. Then it would be the same as leaving somepony to die.”

“What should I do?...” Twilight muttered to herself as she paced around her room, “Should I help him? Or should I refuse? Grah! Why is this so difficult! I mean he did order the foalnappings of Applebloom, Spike, and Fluttershy which also caused the hospitalization of countless royal guards. I can’t think of any good reasons to help him, but…he did it because he knew I can save him from a fate far more terrible than death. I guess if I was placed in his shoes and everpony in the world feared me I probably would have made the same mistakes as well,” Twilight continued to pace around her room until she heard three knocks from her door.

*Knock, Knock, Knock*

“Who’s there?” she asked.

“It’s me my dear…um can I come in?” answered a familiar voice.

“Fredrick?!?” Twilight exclaimed in shock as she was not expecting the Lord of Nightmares to meet her again so soon.

“Yes, my dear Twilight that is my name…can I come in?” Fredrick asked again in a polite tone, confusing Twilight further.

“Uh…why are you asking? Couldn’t you just come in anyway?”

“I could do that, but that would be impolite especially, for beautiful mare such as yourself.”

Twilight felt her face go red from the compliment, “Uh…thanks I guess?”

“Your very welcome my dear, so do I have your permission to enter or do I have to come at a different time?”

Twilight took a moment to think before coming to a decision, “Uh…sure, you can come in.”

As soon as she said that Fredrick phase through her door, “Thank you my dear,” he said with a bow.

However, Twilight noticed something off about him despite the calm and gentleman-like composure he is showing to her, she saw that he was shaking slightly especially when he was holding his hat in his hands, “Are you okay? You’re shaking,” she asked with concern.

Fredrick upon hearing this immediately responded, “Oh you noticed that huh? Well…after I asked Paranoia to send you back to your room I thought about the last question you asked right before you went through the portal, but as I was pondering the thought, one of the nightmares trapped in my body came to surface and started talking to me. While she means no harm, the side effect of her talking to me is painful headaches and the worsening of my condition. Right now I can hear a few voices in my head whispering things I rather not repeat,” he explained.

“Did all of that really happen after you sent me to my room?” she asked disbelievingly.

“I’m being honest my dear I’m not lying, although, considering the grief I caused you I don’t blame you if you don’t trust me, but I’m not here to talk about trust.”

“Then why are you here?”

“I’m here to talk about Sir Desmond.”

Twilight’s eyes widen a bit. She tried to ask Fredrick about him before being taken back to her room, but thought he didn’t want to talk about him. However, now here she is about to answers about who this Desmond is and if there is a connection between him and Fredrick, “What do you know about him?” she asked.

“Hold on my dear before I answer your question there is one I wish to ask myself. Where have you heard of that name? Last time I checked no other being from my world crossed to your world other then the Nightmare Brothers.”

“I didn’t hear that name from anywhere. I found the name on the back cover of a journal I stumbled upon when I checking through my library. As I read the journal I learned that Sir Desmond was an imaginary friend that was apparently created by a young girl named…”

“Jocelyn,” Fredrick finished.

Twilight was surprised again, “That was her name, how did you know that?”

“Because I heard of stories about the two.”

“You heard stories?”

“Yeah from my mentor, apparently he met them before; they helped him during the Nightmare Civil War when the Dream Fairies ignored his pleas for help. From what he told me they were inseparable; wherever she goes he follows,” Fredrick explained.

“Like a parental bond.”

“Exactly.”

“But whatever happened to them after the war?”

“That I don’t know, my mentor didn’t tell what happened afterwards. He simply told me he never saw them again, but there is a memorial to them in the garden.”

“Wow, they impacted the Nightmare society that much?”

“More then you know.”

“But there is still one mystery left unsolved.”

“Which is what?”

“The blank pages in the journal.”

“Blank pages? Explain.”

“Well when I was reading the journal with my friends we discovered that the entries ended when Desmond and his mother were entering the ranks of the Dream Fairies.”

“Interesting, I assume you have an idea why it’s that way?”

“Actually it’s more of a theory, but my friends and I think the rest of the entries are written in lemon juice or invisible ink, and the only way to reveal those entries is using a certain type of light.”

“You mean a black light?”

“Yes, Exactly! Do you have anything that could make that kind of light?”

“I can create such light through magic, but I have one question. Why do you wish to read the hidden entries?”

“Originally, I wondered if Desmond has a connection to your subordinates the Nightmare Brothers, but by the looks of it he doesn’t have a connection with them or you. Rather he has a connection with your mentor.”

“That’s a good way to summarize it.”

“So the best person to probe for information would be your mentor, do you know where he is?’

“As a matter of fact I do, he lives here on the mansion and has taken residence at the gardens.”

“Can you take me to him?”

“For you my dear I’m happy to oblige, but do you even have the journal with you?”

Twilight was about to answer a confident yes, but quickly she realized she doesn’t have it, “I just remembered… I left it back in my world!”

“Where did you last leave it?”

“Ummm…Oh! In the Ponyville Hospital; I left it in lobby in my bag.”

“Good to know. I’ll have Paranoia pick it up as we walk to the garden.”

“Wait, why the garden?”

“Because it’s nice place to walk around in,” Fredrick explained simply, although, this Twilight furrowed her brow in annoyance at his response, “And during this time of night he should be maintaining the garden and the memorial.”

“Then what are we waiting here for? Let’s go!” Twilight said as she opened her door and attempted to run out into the hall, but before she could do so she felt a tight grip on her right wrist. She immediately stopped in her tracks and looked at Fredrick who was holding her wrist with his right hand, “What are you doing?!” she exclaimed as she broke out of his grip.

Fredrick sighed “Umm…my dear? Didn’t Paranoia tell you? You can easily get lost in my mansion without an escort.”

Twilight face immediately turned red in embarrassment, “Oh…right… I forgot,” she said sheepishly.

“It’s alright my dear we all forget something every-once-in-while, some more often than others. Now would you kindly stay close I don’t want to lose this mansion’s very first out-of-world guest,” Fredrick said as he stepped out the door with Twilight following.

However, as she stepped out into the hall Twilight remembered that Fredrick and the Nightmare Brothers can teleport, “Hey can’t you teleport?”

“Yes, yes I can my dear. What of it?”

“Wouldn’t it be easier and a lot less time consuming just to teleport to garden instead of walking?”

“It would be easier, but then I wouldn’t have you all to myself,” Fredrick retorted with an unseen smile.

“Uh…what do you mean by that?” Twilight asked, already feeling like she walked straight into a trap.

“What I mean my dear is we can talk more as we walk to garden, for I wish know more about this stunning mare who graces my mansion with her presence.”

Twilight once again blushed at the compliment, “Uh thanks, but honestly Rarity is the one usually get’s that compliment.”

“Oh don’t sell yourself short; beauty comes in all matter of form and shape. It just takes a fine eye to notice it.”

“Um…right.”

“By the way, you still haven’t answered my question.”

“Which is what?”

“Why do you wish to uncover the hidden entries in the journal? Since all of your old reasons are now obsolete”

“Oh, well by this point it’s just plain curiosity.”

“Ah…the thrill of solving a mystery has taken a hold of you eh?”

Twilight giggled a bit, “I guess a little bit,” she said with a sheepish smile.

“Heh, I knew it…that is so like you”

“Hey! What that’s supposed to mean!”

Fredrick laughed, “Ah ha ha ha, I love pushing your buttons sometimes, but enough dilly dally let’s get going shall we?”

“Sometimes I don’t get you,” Twilight said while rolling her eyes. After their conversation Fredrick started to walk down the hall with Twilight following. As they were walking down the hall Fredrick pull out his right hand and used his left hand to press certain parts of his finger as if dialing a number on a phone. Each time he press a part of his finger it made a ‘beep’ sound, after a short while he stopped pressing his fingers and turned his right hand into a phone-like gesture and pulled it towards his ear with odd ringing noise coming from his hand. Twilight has seen this gesture before with Panic or to be more exact his illusion and for some reason it worked.

The ringing noise eventually stopped, and once it did Fredrick begins to speak, “Hey, Paranoia. I need you pick something up for me…It’s a bag Twilight left behind…What’s in the bag? Oh there is a certain journal in that bag that I’m going to need later…Why I need the journal? I helping our very important guest solve a mystery…Where’s the bag? It’s in the hospital’s lobby you know the hospital I ordered you to break into in order to get our very important guest?...Good just checking if you still remember…Great! When you get it meet me and Twilight at the garden…Thanks just don’t draw any attention to yourself okay?...Alright, bye,” Once the call was over Fredrick pressed one segment on his finger which made an longer beep noise which ended abruptly, “Okay Paranoia should be on his way to your world to pick up your bag. He’ll meet us at the garden when he picks it up.”

“That’s good to hear, but I have one question.”

“You ask I will answer my dear.”

“How did you communicate Paranoia only using your hands? Because I remember seeing Panic’s illusion doing something like that before.”

Fredrick took a deep breath, “It’s a tad complicated to say my dear, for you see I’m not one-hundred percent sure myself how it works. What I do know magic is involved and the Nightmare Brothers themselves taught me how to use it, but that is all.”

Twilight furrowed her brow “How did they teach how to use it?”

“They told me just to think your hand as a phone and the segment’s of your fingers as buttons.”

“That’s it?”

“Unfortunately, that’s all I know. I’m just as curious as you are my dear, but when I asked Paranoia further about the subject he told me he could explain it all to me but he also said the explanation will get to a point where it sounds so complicated it will not just put me to sleep but him as well.”

“It’s that complicated?”

“Apparently, but Panic gave me a saying that I’ll use for everything that is complicated as it.”

“Which is?”

“A wizard did it.”

Forty-one minutes have passed since our equestrian group started following the nightmare to his village, and so far the landscape seemed unchanged to them.

“Are we there yet?” Groaned Pinkie.

“RuahRuah,” Replied the nightmare.

“He said we’re almost there,” Translated Luna.

“Good! I was getting tired of this wasteland,” said Applejack.

“I second that opinion,” added Rarity.

The nightmare then started to wave his arms wildly, “Ruah!Ruah!” he yelled in excitement.

“Whoa there partner what’s with the weird gestures?” Applejack questioned with a raised brow.

Luna laughed before translating, “He’s saying the village is just over that hill.”

“That’s great to hear. Now we can finally figure out where to go in this empty wasteland,” Shining said with relief.

“Then what are we standing here for? Let’s get going already!” Pinkie shouted impatiently. The group continue to walk over the hill save for Pinkie Pie who immediately ran straight up and down the hill, out of everybody’s line of sight.

“Hey, Pinkie wait for us!” Applejack shouted hoping that it will reach her hyperactive friend.

“Don’t waste your breath Applejack I don’t think she heard you,” Rarity said with a small smile.

“Heh, I didn’t think it would, but it was worth a try,” Applejack responded while rubbing the back of her head.

“Ruahhhh Ruah Ruah Ruah Ruah Ruah Ruaahh.”

“Uh…Luna what did he say?”

Luna giggled, “He said wow your friend sure has a lot of energy.”

“Well that’s Pinkie Pie for yah she never seems to be short of energy and enthusiasm.”

Once the group got to the top of the hill the village the nightmare told them about was in sight. The village itself wasn’t very large only having a total of fifteen houses; however, two of the houses seem to bigger than the rest. The big house in the middle of the village seems to be heavily decorated which reveals it importance. However, to everybody’s surprise except for Applejack, and Rarity it seems that a celebration is currently being held in the village.

“Ruah? Ruah Ruahh Ruah Ruah Ruaahh Ruah?”

“I didn’t know your people were holding a celebration. May I ask for whom?” Luna asked.

“Ruah Ruaah Ruahh Ruaahh Ruah Ruahh.”

“Really? Then I can only guess this is the work of your friend Pinkie Pie,” Luna said as she turned to Applejack and Rarity.

“Yep, this is Pinkie’s work alright,” Applejack confirmed while adjusting her hat.

“Wow, Twilight told me that she can make party out of nothing fast, but I didn’t think it would be that fast. I mean she was ahead of us for just a few seconds!” Shining said in surprise.

“I know, this is a new personal best for her,” Rarity added.

Before they knew it Pinkie called out to them, “HI GUYS!!! I’m throwing our first Visit to Another World Party! Come on in and join the fun! These nightmare’s guys are friendly people even though some of them are missing skin in certain parts of their body.”

The nightmare that was with the group immediately took off running with the intention of joining the party, “Ruaahh! Ruaahh!”

Once the nightmare left the rest of the group looked at each other, “Well…I reckon we might run into the guy we’re looking in the party, so I guess a little partying wouldn’t hurt,” Applejack said.

“The backdrop for this party might not be ideal for mare such as myself, but looking at the drab worn out clothes these creatures are wearing just gave ideas. Ooo…I knew should have brought my notebook,” Rarity added.

“Well…I guess if there’s no way around it,” Luna said awkwardly.

“Just remember we’re here for directions we can’t waste time, so once we find the guy we’ll head out again,” Shining said, however, to Shining Armor’s surprise Luna, Applejack, and Rarity already left to join the party leaving him alone on top of the hill, “And they left me behind great…” he said annoyed as he walked down the hill towards the village.

The hospital since incident remained on high alert until further notice by Princess Celestia. Business went along as normal for the doctors and nurse who worked there, just with more security than normal. However, for a certain nightmare it’s rather aggravating, “How annoying…since my last visit to this establishment security is tighter than ever. Looks like I actually have to put some effort into staying concealed, now where did Fredrick say where the bag is? The lobby? I guess I should start there.”

Paranoia then melted into the nearest shadow he could find doing his best to concealed his presence from the remaining royal guards patrolling the halls. Jumping from shadow to shadow Paranoia eventually reached the lobby of the hospital only to find out the bag is gone, “Hmm…the staff must’ve taken it, but where? I wonder if there is a lost ‘n’ found in this hospital,” he inquired. Paranoia looked around the lobby from the shadows and eventually found what he was looking for, “Ah…a directory. Let’s see…heh what do you know they do have a lost ’n’ found and it’s on the 2nd floor. I better get moving.”

With this information in mind Paranoia continued to jump from shadow to shadow whether it belongs to pony or an object in order to reach his destination. Once he found the lost ‘n’ found he slipped underneath the door and looked around the room, “Hmm…guess the pony that works here is on break…this just made my job easier,” he commented. Paranoia slowly formed out of the shadow he was hiding in and begun looking around, “If I was a bag that belong to a lavender alicorn where would I be?” After searching a bit further he found a brown bag with Twilight’s cutie mark on it, “Of course.”

He picked up the bag and opened it up to check its contents, “This mare sure loves her books she even has notes in here as well; a very studious individual indeed,” Paranoia closed the bag as he created a small portal made of shadow, and dropped the bag into it, “And into the storage it goes. …hmm…I wonder how milady Fluttershy is doing? I can still feel her presence in this hospital…she should have checked out yesterday, did I put too much power into the sleep spell?” with this said Paranoia once again melted into the shadows.

Paranoia after more shadow jumping eventually reached the room where Fluttershy and a few others were staying in. He slowly formed himself as he made his way to Fluttershy’s bedside, when he got close to her he saw that she was still sleeping, “Still asleep? This isn’t right, he should have woken them up by now,” he said to himself in a low voice. Not long after he said that a crow cawed in the room and landed on Paranoia’s shoulder, “Umbra, you should have woken them up a long time ago what was the delay?” Paranoia said to the crow with a slight threatening tone.

The crow recoiled from Paranoia’s tone *Cawww..?* It said in a sorry tone.

“Sorry doesn’t really cut it my son…now return home I’ll wake them up myself,” The crow nodded its head in acknowledgement and left Paranoia’s shoulder into a small portal leaving Paranoia by himself.

“I’m do apologize everyone, for my son’s negligence but hey…it’s tough being a single parent there is only so much I can teach that boy,” He said to the sleeping forms of everypony in the room, “But I digress…from the shadows I place within your dreams I recall them to me so that these beings may rise once again” he chanted causing dark shadows to come out of the sleeping bodies of Fluttershy, Rainbow Dash, Nurse RedHeart, Applebloom, and Spike. The shadows once outside the bodies immediately flew towards Paranoia and quickly absorbed by him, “And it is done.”

Paranoia then created portal that led back to his world, but before he left he turned back to the sleeping Fluttershy and created a small portal which dropped out a bouquet of strange colored flowers, “These are for you my dear Fluttershy,” He then left the bouquet near her bedside and then shortly left through the portal.

Once he left, Fluttershy’s eyes began to open slowly and the first thing she saw was the bouquet Paranoia left behind and more importantly a small message left along with it.

For the mare who caught my eye,

I’m terribly sorry for what ordeal I had to put you through, and I know you may never forgive me for what I done. But I let me say this you are truly a mare that radiates innocence, and honestly, that is one of the reasons you have drawn me to you. However, the distance between us may be too great and fate may not want us to be together, but for you my dear I’m willing to defy fate just like my brother.

With love,

Your secret admirer.