Starlight was moving as fast as she could, with Sweetie clinging to her chest, Nightmare Freadbear was directly behind them and closing in when Starlight spoke.

"I apologize but I think we are about to be ended," Starlight said as she felt Nightmare Fredbear's breath on her back "Shame that," Before the looming Presend of Nightmare Freadbear could grab them a shadow covered them and Starlight was snatched off the ground and carried to a nearby building, Nightmare Fredbear stumbled and fell to the toothy road as his prey was carried off.
Starlight clutched Sweetie Tightly as the two were dropped on a roof, before them stood a white mare, and the Alicorn who had plucked them off the street landed.

"Rarity!" Sweetie cried out as Starlight dropped the child and let out a groan.

"Your welcome," She said as she got to her hooves and looked down at the gyrating flesh that made up the building they were standing on, "I hate this place," She declared.

"Why is a golden Starlight here?" Rarity asked in confusion as she hugged her sister.

"She's one of the lost souls, they're all gathering in this one dream, which is fortuitous for us, we can put them all to rest as once,"

"Do what?" Starlight demanded as she took a step back "I dunno what that means but I'm already a dead pony asleep, I don't need to be any more at rest than that," Luna paid no mind to Starlight's complaints and instead lit her horn and in a flash, Starlight was alone on the flesh house, "Oh, yeah thanks!" She said angrily, her voice echoing through the nightmare town and she started hearing noises. "thanks a lot," Starlight looked around the roof, and found no way off save for jumping from the roof.
"Well I'm already dead" she decided before she casually flung herself over the side of the building and slammed into the toothy road below, getting up with nary a scratch. "As I thought," She brushed herself off and froze when she spotted a pair of glowing eyes looking at her from a nearby alleyway, as she no longer had a living child to protect she walked over, expecting it to be Fredbear, but she stopped when it spoke.

"Hello?" it asked as it walked out from the alley and down from the top of the small stairway it had been on, revealing itself to be Nightmare Balloon colt.

"No," Starlight groaned as she fell to her knees "Not you, anyone but you,"

"Well Hello to you too," Balloon colt replied with indignity, Starlight stared at him blankly for a moment.

"You little punk, have you been able to talk this entire time!?" she demanded angrily "I thought you could only say Hello!"

"Well I still can," Balloon colt replied as he leaned against the gyrating wall of flesh nearest to him "I happen to like Hello,"

"Why are you even here?" She demanded as she motioned around the hellscape that was the Nightmare world "Didn't you break or something,"

"Well..." Nightmare Balloon colt said as he motioned around "It all started when that exoskeleton broke the Puppet..."

Sweetie blinked at the sudden flash of the teleportation spell and found that she, her sister, and Luna were now in the middle of the road, with no sign of Starlight.

"Hey," Sweetie complained at the lack of her companion "Where's Starlight?"

"She's dead, little one," Luna replied softly "There is nothing you can do for her other than leave her be, she and the others will soon be put to rest once this Nightmare collapses,"

"But...but they're still here," Sweetie said angrily as she motioned around "Why should they have to be 'put to rest if they don't want to,"

"They were murdered," Luna replied patiently "They are violent and filed by murderous vengeance and if left alone for too long there vengeance will become unfocused and they may end up killing anyone to achieve their goal, even if it could be easily avoided, they will become sporadic, and above all else, Spike's Nightmare is seeping into the reality of dreams, if I leave him to his devices he will spread fear and horror across all of the dream real within a few days at best," Luna looked away from Sweetie. "It may sound nice to let them stay, but they lost themselves as soon as they died, the longer they stay the less they will resemble their former selves, They have already forgotten their pasts as it is, but passing on will restore what they lost, passing on will give them the peace they unknowingly crave,"

Sweetie bell looked like she desperately wanted to argue with Luna on this but Rarity stepped in.

"Sweetie regardless of what you think it's more important to get you out of here, you're still alive, there not, as much as I'll miss Spikey-Wikey...he's already gone. As your older sister, I have to put my hood down, they're gone, we have to let them rest," Sweetie simply looked away from her sister, knowing that nothing she said would make her sister or the Princess change their minds.

"Now," Luna said looking around the Nightmare ponyville with her horn alight with magic "We just need to find a strong point in the dream, destroying it will cause it to fall apart and will give us the opening we need to send Sweetie to Rarity's dream world and from there it will be child's play to return her to the waking world," they were about to set out when a new voice spoke out.

"Who are these guys?" a female voice questioned, the trio all turned and found a set of three Nightmare animatronics standing behind them.

"No idea, tiny one looks familiar though," Nightmare Freddy said as he looked down at them, next to him were Nightmare Chica and Nightmare Foxy. Luna and Rarity stood at the ready but Sweetie rushed the nightmare's without hesitation and put her hand on Nightmare Freddy's chest, knowing who the trio was and desperately wanting to see their faces again, Nightmare Freddy took a step back at Sweetie's fast movement before shifting to Withered Freddy and then melting into Scootaloo, who was instantly laughed at by Foxy.

"Ye be punny!" He howled out with laughter while Chica had a different reaction.

"Oh, your so cute," She said before pointing to herself, "Can you do me?" Sweetie tapped Nightmare Chica and she Shifted into Withered Chica before melting into Applebloom, who seemed ecstatic to have her upper jaw properly attached to the rest of her head as she began patting her face. Scootaloo seemed confused at the wings on her back and Foxy was now on his hands and knees hitting the ground with his one hand while laughing.

"Ye both look so pathetic," His laughter was cut off when Sweetie tapped his nose and he melted into Foxy before shifting to Pipsqueak, and instantly took offense. "Hey!" he complained in irritation.

"Why and I a girl now?" Scootaloo asked as she continued inspecting her wings "And what are these petty things for?"

"Oh my jaw isn't broken," Applebloom cheered, "I bet my family would love me like this, they have to come for me now!"

"You died," Pipsqueak shot at her, "You have no proof that they left you there,"

"Why else would I have been crying for them?" Applebloom shot back, confident in her massively flawed logic.

"Yeah great, Magic child why did you turn us into children?" Scootaloo asked as Rarity and Luna approached the group, Sweetie had nothing so Luna explained the most likely reason.

"When you were sucked into this dream in the first place, I am assuming you wanted to turn Nightmare back into Spike, and after the dream trapped you in it you now can make the Animatronics look like their old selves when you touch them, it's fairly simple," before Sweetie could confirm if it sounded simple or not Applebloom let out a scream and backed up towards Luna quickly. while admiring her own jaw she had started swinging her head around and had caught sight of her own nightmare self ripping apart at the fleshy side of a building as it attempted to get to her, along with Nightmare Chica Nightmare Freddy and Foxy were emerging from the nearby flesh homes.

"It is time we end this dream," Luna said, making the three dead children instantly turn to Luna angrily

"Wait what?" Scootaloo motioned to the approaching Nightmare "We were fine until this magic child touched us, now we're coming to kill us, and you're just gonna bounce?" Scootaloo arm lashed out and she gripped onto Sweetie's arm "Turn me back into a bear, I can't fight...myself as a child," the Nightmares freed themselves from whatever was holding them back and they rushed the children, Luna lit her horn and in a flash all of the children where gone, leaving only her and Rarity.

"Sweetie!" Rarity cried out as Luna watched the Nightmares stop in place and turn towards the direction Luna had teleported Sweetie and the dead children.

"She is safe, all we can do is wait for the children to lead us to the source of the dream, we, as outsiders to the dream, will never find it and neither will they as long as we are near them, I have placed a spell on Sweetie that will activate once she had been at the source long enough and that will tell me where it is, then we can extract you and her, And I will end this,"

Starlight and Nightmare Balloon colt were making their way down the road cautiously, not knowing where Nightmare Fredbear had gone or if he was coming for them when the children were teleported in front of them. Starlight took a step back from then and Balloon colt rushed behind Starlight without hesitation.

"Oh hey," Starlight said once she got a good look at the group "I remember you guys, I guess that means everyone's accounted for,"

"Yar," Pipsqueak said, his voice no longer matching his vocal tones and making everyone chuckle at him as he spoke, "Ah be very confused 'bout this here situation, can one of ye 'xplain where the Freddy fazfuck we are?"

"Wow," Ballon colt said, his ears raised high at the swear, "I see why you were tossed into storage,"

"Oh, who cares," Pipsqueak shot back "ah certainly don't, now how 'bout an answer?"

"Foxy where you not listening to the tall purple lady?" Applebloom asked as she rolled her eye "She was talking about us being in a dream,"

"This is not me dream body," Pipsqueak complained, as Pip and Applebloom began arguing Scootaloo rolled her eyes and made her way to Starlight, who greeted her kindly.

"Hello young Freddy," Starlight said as she offered her hand and Scootloo shook it in greeting.

"Hello older Fred bear, it's nice to see another Freddy again,"

"Yeah, Kind of miss Toy Freddy, a shame he died or something,"

"Toy Freddy's back at Freddy Junior's," Nightmare Ballonboy said, making the rest of the group jump as he peeked out from behind Starlight.

"What the hell be that thing!?" Pipsqueak demanded in shock as Starlight lost all interest in the new arrivals.

"He is?" Starlight asked scratching her head as she looked around the horror show that was her current reality "The heck is Freddy's at?"

"Oh, that's an easy one," Balloon Colt replied with a smile that made the group step farther away from him. "Just come on this way, Me and Mangle are supposed to be meeting back up soon anyway, we were both trying to find the You, Bonnie, and Puppet, so here's hoping she found the others,"

Spike was Riding on Mangle's back while Silver was being cradled like a baby in its arms. They had just climbed to the top of a building and before them sat the only none-nightmarish landmark as far as either of them could see. Freddy's Junior's stood proud amidst the nightmarish landscape.
"Of all the places," Silverspoon shook her head with a sigh "we end up back at Freddy's"
"Yeah," Spike said with a chuckle "You know it's weird, but I kind of miss the place,"
"You know your right," Silver agreed "That is weird, although...I do kind of miss Toy Bonnie, can't wait to see him again,"
"Oh everyone's gonna be so excited to see you guys again," Nightmare Mangle garbled in cheer as it made its way to the building as fast as it could, However, the second they stepped foot on the small area around Freddy's Jr that wasn't Nightmarish Nightmare Mangle glitched out for a moment and Mangle froze in its tracks as it was now only holding Silver, It looked back and found that Nightmare Mangle was holding Spike and staring at him, shaking slightly.

"Ah," Spike said looking at the Nightmare version of Mangle that no longer housed its mind, "This isn't good," Nightmare Mangle let out a screech and one of its spindly legs swung out and swatted Mangle and Silver away before it rushed away, with Spike still in hand. "Remember me," Spike called out to his friends "I mean I'm already dead so I doubt this thing can really do much to me but still, tell the Toys I miss them all, Balloon Colt too!" Nightmare Mangle slunk out of sight, and Spike along with it. Mangle and Silver lay in silence.

"What the fuck?" Silver demanded, earning a gasp from Mangle.

"Language Bonnie!" She cried out. Before Silver could retort to the pointlessness of staying PG in a world of pulsating flesh she spotted Starlight and the team of ragtag lost souls, featuring Nightmare Balloon colt and Sweetie Bell.

"Hi Bonnie," Starlight called "Now all we're missing is the Puppet and..."

"Balloon colt wait!" Mangle and Silver both called as he rushed to help his friends up, as soon as he crossed the line that divided the Nightmare from Freddy Juniors he was split in two, Balloon colt fell to the ground while Nightmare Balloon colt stood on Nightmare side.

"Oh boy," Silver said, Nightmare Balloon colt turned to the group still in the Nightmare and ran at them, only to be putted by the much taller Starlight.

"Nope," She declared as she rushed her entourage into the Non-Nightmare zone. Nightmare Ballon colt got back into an upright position and then bolted in the same direction that Nightmare Mangle had taken Spike.

"So we just be missing one?" Pip asked.

"Well Pupper got yoinked by Nightmare Mangle when we crossed the Nightmare line," Silver noted "So he's less missing and more accurately stolen,"

"Do what?" Starlight demanded before looking around "Everyone inside now, before someone else gets nabbed," Mangle opened the door and the lost souls all flooded in.

"Withered!" Toy Bonnie cried out "My dear Brother! you're a little girl now?"

"Yeah, this place sucks," Silver said as she hugged Toy Bonnie "But seeing you makes it worth the trouble," as Toy Bonnie picked up SIlver and began fawning over her the rest all approached their doubles, Starlight and Scootaloo walked over the Toy Freddy.

"Oh, my stars!" Toy Freddy cried out as he picked up Scootaloo, "Another Freddy, what a wonderful day, so nice to meet you, my dear brother,"

"Right back at you my dear Freddy," Scootaloo said as she smiled at Toy Freddy "Always lovely to meet another bear of taste,"

Pip and Mangle examined one another in silence, the look in their eyes showing an odd distaste for one another.

"This here crew only be needing one fox, and I be covering that thar position,"

"Oh come now," Mangle garbled back as it glared at Foxy with judgment in its eye "I'm not sure if you've noticed but Pirates are somewhat of a dated attraction, at least at Kid's cove I had other attractions, what was your station called in the old Freddy's? Pirate's cove? How dull,"

"Ye' looking fur a fight scrap pile?" Pip demanded "Cause it be somewhat hard to tell what with that thar deafening blind noise ye be calling a voice," As Pip and Mangle continued to show off their lack of skills in coming up with Insults on the fly Toy Chica and Applebloom had instantly started fighting in a different way.

"Prove it," Applebloom demanded as she cracked her knuckles. "You'll never be able to beat me!"

"You're so on," Toy Chica replied "But I must warn you, my powers are unmatched, not even Pupper could beat me," Toy Chica did a knuckle cracking notion and in synchronization, they both grabbed a joystick and began fighting each other in one of the Video games stationed around Freddy's.

"Hello," Balloon Colt said to Sweetie.

"What?" Sweetie asked, looking away from all the Animatronics's greeting their lost brethren. Balloon Colt looked at her for a second then his eyes went wide.

"Hello?" he repeated that fell to his knees and began hitting the floor "Hello!" He cried out in anguish.

"Oh..." Sweetie said understanding what was going on "You lost your voice?"

"Hello" Balloon colt sobbed out as he fell flat on the floor and began banging on the floor "Helllllloooooo!" Sweetie looked at all her friends talking to the Animatronics before clearing her throat.

"Um excuse me," She called out loudly, getting some of their attention, after a few failed attempts to get Pip, Applebloom, Toy Chica, and Mangle to notice her Starlight called out loudly.

"Hey, a Child want's our attention," Instantly all four of them rushed to the center of the room.

"Um...The Puppet was stolen by the Nightmare's outside and..."

"Do what!!" Toy Chica demanded with a fire in her eye "My bestie got Nightmare-napped!"

"Charge!" Toy Boy cried out, the two ran to the door and began pushing against it.

"They can't leave can they?" Starlight asked with a sigh.

"Nope," Mangle confirmed as it scratched its head "But it's weird, I and BC have been coming back and forth for a while now, why did we un-nightmare?"

"Sweetie bell is infecting the Nightmare," Starlight replied casually "She did the same to the rest of us, Alright listen up everyone, I'm going after Puppet, the rest of you bunker down and protect the child and prepare for me and Puppet's return, we'll probably have all the Nightmare's chasing us down.

Spike silently watched Nightmare Mangle as it carried him further and further from Freddy's.

"You know," He said as he looked at Nightmare Mangle "I never really thought of myself as having a favorite, but if I did have one, I'd probably be the Unnightmared you" After a moment of Nightmare Mangle giving him no reply he frowned and gripped the metallic tendril holding him, deciding to try something he hadn't done in a while. "Hey, Wake up!" Nightmare Mangle stopped instantly as Energy surged across its body, it blinked and looked around.

"Where am I?" It gargled out in confusion.

"Where you need to be," A voice replied, a Chill went up Spike's spine and he turned as The Nightmare formed behind them, the rest of the Nightmare's emerging from the building surrounding them. "Hello, so nice to see the rest of me again," Spike and Nightmare Mangle stared at The Nightmare blankly.

"Who are you?" Nightmare Mangle asked politely.

"Uh...that's me?" Spike said in confusion.

"Oh," Nightmare Mangle set Spike down and took a step back as The Nightmare looked down at Spike, Spike watched as a small hand reached out from the Nightmare's Sholder and The Puppet pulled itself into view and looked at him.

"Hello me," it said sweetly.

"Uh?" Spike replied, no longer knowing what was happening "What?"

"This is your mind fool," The Nightmare replied, rolling its eye "You are Lolbit, I am the Nightmare, and this is the Puppet," Spike just stared at them in Silence as The Puppet got to the ground and lightly poked Spike's nose. Spike glitched out and fell over. Lolbit blinked as she looked at The Nightmare and The Puppet and looked at her Hand in confusion.

"Oh hey," She said giving herself a look over "You undragonized me, thanks," Lolbit got to her feet and held up her hand in the direction of the shambling nightmares, "Wake up," all of the Nightmares save for Nightmare Mangle froze and after a moment they began looking around in confusion.

"Oh no," Lolbit said as she realized what she had just done.

"Where am I?" They all asked in unison.

"oh Great," She groaned "Alright everyone, listen up, I'm only going through this once,"

Author's Note

I'm not gonna lie, the name situation in this chapter fucked me all kinds of up, keep forgetting who was what and what was who, sorry about that but I went too far with this to stop it now.

Any way happy Halloween, I'll be sure to post a few more chapters of this (One on All Hallow's Eve itself,"