The Nightmare

by Silver Butcher

Rating: mature
Tags: Other, Princess Luna, Spike, Rarity, Profanity, Violence, Crossover, Death, Five Nights at Freddy's, Sweetie Belle, Anthro, My Little Pony: Friendship is Magic
Length: 19392

Trapped in storage the Puppet attempts to take his revenge on his killer in the Dream world as Nightmare, Attracting the attention of Princess Luna in the Process.

Stuck in Storage waiting to be taken apart by Filthy Rich The Puppet enters the Dreamworld as Nightmare and begins searching through the dream world to try and find Will but accidentally traps Sweetie Belle in an endless nightmare full of murderous Nightmare versions of the Rest of the Fazbear Animatronics. Stuck in a Coma in the waking work Princess Luna and Rarity go into Sweetie's dreams and try to wake her up.

Published 2020-11-14 07:10:00 UTC
Last updated 2021-10-26 18:54:44 UTC

A Fresh New Hell.

The sound of rain was echoing through the dining room as Princess Luna drank her coffee, She had just gotten back from a rather large Funeral and was not in the best of modes as she had personally known almost all the ones being buried. She wasn't ashamed to admit she had cried. What she was ashamed of was not knowing about even Spike's death until the entire event had already transpired. She was just about to finish off her coffee when she felt it happen again and she tossed the mug to the table, shattering it and spilling the last of its contents along its surface.

"I have you now!" She Cried out as she spread her wings and in a blink of an eye she was in a dream, She couldn't tell what it originally had been of but at the moment it was fastly dissolving into a Nightmare. She took to the sky and very quickly found who was having the dream, a small filly with glasses was cowering in a house made of Gingerbread. Luna looked at the child and turned to the creature causing the Nightmare, a black bear with a Golden Tie and Top hat was making its way through the landscape towards the child. Luna flew at full speed and landed in front of The Nightmare and it Squinted at her. For the last week the two had been playing the same odd game, Luna would find it destroying a dream and could find it trying to get to the one having the dream, but as soon as it got to the dreamer it would scoff and jump into a new one. She was irritated, but not at the Nightmare, she knew exactly what it was and why it was doing this.

"I've been trying to figure you out for the last week," Luna said as the Nightmare slowly approached her. "I just got back from a funeral, 6 poor souls were murdered, and a dream jumping Nightmare such as yourself are always lost souls, I'm going on a limb and saying your one of those lost souls, and if one of you jumped into the dream realm it's only a matter of time before the rest follow you," Luna lit her horn "Which means I need to put you to rest now,"

"I require no rest," Nightmare replied, its voice sending chills down Luna's spine.

"Look who can talk," Luna said before firing the magical blast at the Nightmare, as it got close the blast dissipated. "That's not good," She muttered as The Nightmare began growing in size "And that's worse," She added before taking flight "Listen to me Nightmare," She called to the bear "I know you seek the one who ended your days-" The Nightmare, who up to this point was staring past Luna instantly took notice of her and smacked her out of the air.

"I Seek Vengeance for all the Fallen," Nightmare said angrily "not just for me,"

"Just tell me who you seek," Luna called out as she took back to the sky.

"You lack the Will to deliver true punishment," Nightmare replied as the Dream began cracking around him.

"Times up," Luna said as the Dreamer awoke from their Nightmare and sent her to the Dream doors, the Nightmare was gone, almost certainly in the same place, but it was clear now there was no point, The Nightmare was seeking vengeance and the power of a vengeful spirit in the dream world was more than even she could handle alone. She lit her horn and retired to the waking world and teleported to the one whose aid she required.

Twilight was having a cup of tea when Luna Teleported into the room.

"Oh, Sweet Luna!" She cried out as she only just saved her drink.

"Twilight Sparkle," Luna said in a serious tone "I need to speak to you and your friends at once,"

Nightmare looked around the hundreds of doors surrounding him and groaned.

"Dam Magical Princesses," He muttered as he looked at all the doors "I'm gonna find you Will, and I'll make sure you don't go into that silent night peacefully." Nightmare made to open another door only to suddenly find himself in a box.

"Ah shit," The Puppet muttered as it looked around the cramp container. "I'm back here," The Puppet lay in silence for an unknown amount of time before he finally heard noises outside his container. After a short wait, the top of his crate was opened up and his partially broken body was pulled out of the crate by a Purple shirt. The Puppet looked around the room, it was fairly large and full of mechanical devices being overlooked by Ponies in Labcoats.

"Place it on the table," one of the Ponies said dully as he typed away on his computer. The Purple shirt did as they were told and placed The Puppet down.

"Nice place," The Puppet said, The Purple Shirt backed up and the one at the computer suddenly looking interested in The Puppet.

"Was That Sarcasm?" He asked curiously, The Puppet looked over at him, then back at the roof.

"You have some Yellow ass teeth," it replied rudely as it tried to cross its arms,

"It swore," another in a lab coat said in shock before he knew it The Puppet was surrounded by Labcoats talking around him. One ran out of the room and before long came back with a large roll of blue paper and the Labcoats converted around it. The Puppet groaned and said loudly.

"I'm shutting off, feel free to turn me back on when you're doing something I care about," The Puppet shut his eyes and the Nightmare reopened them.

"Alright," he said as he looked at the endless rows of doors before picking one "That one looks pretty purple,"

"Sorry," Rarity said with a yawn as she made her way into the Throne Room, "But I don't think any of the others are coming,"

"What about Fluttershy and Pinkie?" Twilight questioned.

"Fluttershy went with Rainbow to hunt down Scootaloo's parents, they were on vacation, the poor dears are gonna be devastated. And Pinkie is traveling Equestria with the Apples gathering the Apple family for Appleblooms funeral,"

"So it's just the three of us?" Luna asked.

"Four," Sweetie called out as she made her way into the room. "The Last Crusader is here to help," Her voice broke a little through her line but she picked herself back up. Luna looked at the young filly and saw the exhaustion in her eyes. "It's really hard helping others find their one true place all alone," She added with a yawn.

"Well good news, our mission will be taking place in the sleeping world so you'll be able to get some rest," Luna said softly before looking to Twilight and Rarity and sighing. "A few days ago someone had a Nightmare, as soon as that pony woke up another pony suddenly began having the same Nightmare, this has been happening on repeat every night for almost a week, It wasn't until this morning, when I attended young Spike's Funeral, that I realized what was happening," Luna looked to Twilight. "A Dream jumping Nightmare is the result of a murdered soul seeking to avenge its death, I'm afraid this Nightmare might be Spike's lost self looking for the one who ended his days." This was greeted with a long silence from the group, Luna waited and pretty soon Sweetie belle spoke up.

"Do...do you think he remembers who killed him?" She asked with a quiver, "do...do you think the others might be doing the same?" Luna looked down at Sweetie softly.

"I'm not sure if he will remember who did it but he will be able to recognize his killer the second he gets too close to them, and I'm only thinking it's Spike due to reports saying he was first, I don't think the others will be too far behind him in invading the dreams of others, but if they all join up they could kill someone accidentally and that is our main goal after they have been detained in magic binding I can take then to the one who is being charged with murder, just to make sure without a doubt it's him,"

"I'm ready," Twilight suddenly said, standing up with clenched fists and doing her best to stay calm "I'm ready" she repeated as though she was trying to convince herself it was true.

"So am I," Rarity said with determination as she got up "This might be my best chance to tell my little Spikey-Wikey goodbye," Luna nodded to Rarity

"Then we best find a place to lay your heads, this could end up being quite the undertaking," The 4 moved from the throne room to Twilight's reading room, Sweetie took the couch and Twilight took a chair as Rarity seemed to produce her fainting chair from nowhere and got comfy on it, Luna stood between the three and lit her horn, the magic began flowing to the trio. "Let us begin"

Nightmare was making its way through a deteriorating dreamland, closing in on the dreamer fast, upon reaching a house that was starting to burn with his presence he found the dreamer to be a mare cowering in the window and scoffed before dispersing from the dream.

"onto the next one," he grumbled, he found himself in a small dark closet and frowned, not at his surroundings, but at the feeling of multiple ponies sharing the dream he now resided in "Odd," He said in his chilling voice and peeked from the closet, he spotted a simple bedroom, sitting inside it was Luna, Rarity, Twilight, and Sweetie Belle, the latter of which seemed less than pleased to be in the room.

"Well," Rarity said as she inspected the decore of the room "I wouldn't hire the owner of this room to decorate anything,"

"Who's dream is this? Sweetie asked as she looked around the room, it had two doors on either side, the Underside of the bed seemed darker than it should have been, and she could swear something was watching her from the closet.

"This dream is Spike's," Luna said simply "and its existence proves he's in the dream world, now that we've entered it the Nightmare should end up here the next time it tries to leave a dream."

Twilight looked around the room in silence, having been the only member of the group so far to have not said a thing since entering the dream, she made her way to the bed and put a hoof on it, after a moment she silently lay her head on it and closed her eye, Rarity and Luna did nothing to interrupt her and Sweetie made her way to the closet, she opened it to easy the feeling of being watched and once it was opened she and Nightmare stood there staring at each other for a hot moment before she silently and slowly closed it, neither her nor the Nightmare breaking eye contact as she did so. As soon as the door was closed she backed away from the closet, never looking away from it as she back up to Luna.

"Princess," She said getting the adults attention, Twilight lift her head up and left the bed at the sound of Sweetie's voice and both Luna and Rarity looked at her.

"Yes," Luna asked, everyone in the room having missed Sweetie's short exchange with Nightmare.

"There's a Demon Freddy in the closet," before any of the adults could reply Nightmare spine chilling voice sounded from the closet.

"That is a fair assessment of what I am," he said in agreement, a visible shiver went through Sweetie as soon as she heard his voice and the rest of the room stood at the ready. Twilight lit her horn and used her magic to open the closet revealing it to be empty, Rarity had bubbled herself as soon as she had heard Nightmare speak and Luna was standing in wait for it to reveal itself.

"Nightmare," Luna said slowly and carefully "We just wanna talk, we come in peace," Nightmare gave no verbal reply, instead his head appeared on the bed, Rarity jumped back and hit the edge of her own bubble in panic, Twilight did the opposite of Rarity and got closer to Nightmare, extinguishing the magic gathered at the tip of her horn as she did so, Nightmare didn't seem to particularly care about her present and his eyes went over her and instead rested on Sweetie.

"Are you lost?" Nightmare asked Sweetie, completely ignoring the others before Sweetie could say anything Nightmare melted into a black liquid and it rushed over the side of the bed and began approaching Sweetie, who took a few step backs while Luna attempted to bubble the liquid, the puddle gained shape and they watched as it turned into a completely different animatronic, standing before Sweetie belle was the Puppet, who was examining her before reaching down and placing its hand on her head.

"Your fire still burns bright," The Puppet said to her confusion "I have no gifts to give to you," his piece said he began melting back into the puddle and more out of desperation to keep him from leaving than anything else Sweetie tried grabbing the Puppet and melted into the shadows with her eyes shut tight, after a moment she found herself standing in a hall with Rarity screaming out her name in the distance, Sweetie blinked as Nightmare formed inform of her.

"Hmm?" it pondered, now ignoring Sweetie after confirming she still had a heartbeat "I'm still in this dream," as Nightmare pondered how to escape his own dreamscape Sweetie decided on a plan and chose to talk to Nightmare rather than telling her elders where it was.

"Are you really Spike?" She demanded, Nightmare looked back at her and his entire body turned to static, for a moment he was the Puppet again, then he shifted again and Spike was looking at her, his colors now more like the Puppets than his own, Sweetie started crying at the sight of him, without a word he shifted back to the Puppet and finally Nightmare.

"Was that my name?" He asked In his spine chilling voice, he looked at his hands for a moment before looking back at the Sweetie "How oddly pleasant, something I didn't know I needed till I received it," Nightmare moved closer to Sweetie looking down at her. "You must be Sweetie Belle," He noted as Rarity's voice cried out again. "Where we friends,"

"I was with you the day you died," She replied with a sniff, Nightmare watched the young filly begin to cry, and had little to offer in comfort at the memory of his own demise.

"Your tears are wasted," Nightmare said after a moment to get her attention "For soon I shall find the murder, and he Will meet the same fate as I and all the others have," Nightmare turned to leave and Sweetie once again grabbed him to stop him from leaving the dream when it happened, Nightmare felt a searing pain and he along with the entire dream began glitching and cracking.

"What's happening!" Twilight demanded as Rarity tried in vain to open the doors leading out of the room.

"He's waking up?" Luna replied in a confused question, earning a confused look from Twilight "His soul must still be anchored to something, as Twilight was fading away her eyes went wide.

"The Animatronics!" She said in realization before the dream collapsed and they all awoke, Twilight didn't waste a moment as soon as her eyes opened she jumped to her hooves. "I need to visit Fazbear Entertainment!" She declared loudly before lighting her horn and teleporting out of the room, Luna rubbed her temple.

"Well that both a failure and a success," She decided before Rarity brought her attention to an important issue.

"Sweetie?" Rarity asked as she held her younger sister, she was still sleeping, breathing hard, and was both sweating and shaking.

"I'll wake her," Luna said before sitting back down and going to the dream world, she meant to go straight to Sweetie's dream but instead found herself in front of her door, she was confused for a second before actually looking at the door, Sweetie's door was cracked, and leaking from it was liquid Nightmare. "Oh fuck," Luna said when she saw it and quickly backed away from it before bubbling the door, the liquid began slowly but surely eating away at her magic and she returned to the waking world with a worried look.

"What?" Rarity demanded when she saw the look on Luna's face "What's wrong?" Luna looked to Rarity in silence as she tried to put what was happening into words.

Sweetie opened her eyes and blinked, she felt sleepy, she yawned as she looked around at the room and frowned at her surrounding, she was still in Spike's Nightmare, but it had shifted, she saw a picture of her mother on the wall, she saw a few of her toys laying on the floor with some of Spike's, and the more she watched the more her stuff began phasing over Spikes and replacing it.

"Where am I?" she asked in fear and confusion, she got out of the bed and looked around as the room continued overshadowing some of Spike's stuff with here's, after a closer look she noted that not all of his stuff was being replaced, she made to open the door when she heard something, she stopped and set her ear against the door, she could just hear breathing on the other side and was about to open it when she heard laughter and turned, a tiny Nightmare plush Freddy was on the bed, the second she looked at it however it disappeared into the bed, she heard a creek and looked at the door as large black claws began opening it, a shiver of fear ran through her spine and she put her hooves on the door, forcing it to shut.

"What's happening?" she asked in fear when she heard another creaking sound and the door opposite to her began opening slowly, she rushed to it and snapped it shut when she heard the laugh and once again made the Freddy disappear, she took a deep breath when the door opposite of her began opening again and she let out a cry of fear as she rushed to keep the monsters at bay.

Twilight made it to Manehattan quickly and pinpointed Fazbear entertainment headquarters thanks to a simple locater spell, she landed at its front gate where a guard was chilling and as soon as he saw her he picked up a Walk-e-talkie and spoke into it.

"Princess Twilight is at Gate B, can we please have a guide take her to the bosses office?" Twilight didn't even have to wait as a Unicorn teleported next to her and then teleported them both Directly to Filthy Rich.

"Princess Twilight sir," The Unicorn said before disappearing again, Filthy Rich was typing away at his computer and after clicking a few things turned to Twilight with an odd look.

"Lawsuit?" he asked simply.

"Actually no," she replied, the look of shock on his face was almost comical.

"Oh, um...how can I help you then?" he asked, clearly not sure what was happening anymore.

"I need to see the Puppet animatronic," the look of dismay on his face indicated she had asked in impossible "What?"

"We um...well," Filthy gave an awkward cough before saying quietly "just finished removing its Ai-core, it's broken remains have already been melted down to recreate it for the museum,"

Author's Note

I just know someone's gonna ask this, why didn't I just use Nightmarrion? Why did I make the Puppet/Spike Nightmare? The reason for that is simple, Nightmare appears in the normal game, Nightmarrion, Nightmare Mangle, and Nightmare Balloon boy appeared as Halloween special characters so I decided to use Nightmare to try and stick to the animatronics that appeared in the main game. (and don't worry the other lost souls will appear later in the story)

This story is planned to be short (5 chapters or so) so I should be able to finish It in a few weeks or so

The Start to an Endless Nightmare

Nightmare sat in silence as he looked around the seemingly dark expanse of nothingness, he tried to call out but he no longer had a voice, he tried to move, but he no longer had formed, he was simply conscious of existing seemingly without existence, after what felt like both an eternity and no time at all he felt something tugging at him suddenly it blinked and became aware of having form again, a rather simple one, it had eyes, it could feel it's voice return, but past that it had nothing, it blinked and it could once again see the room the Puppet had been in, it tried to look around but found it lacked the power to look around, it existed in silence as it stared at the corner of the room when its vision started slowly moving without its volition.

"It should be online," A voice said as its owner came into view, Suddenly information rushed into its proverbial brain and it knew who was speaking, who they were, and for some reason, it knew the pony's criminal record, it was unable to stop if self from greeting the pony.

"Good eve-ing Mr.Rich," a female voice said, glitching out a little and missing the letter N in the word evening "How can I assist you on this Fi-orning," Even as the words left her mouth she felt like an idiot as she failed to control her own voice and vocal patterns.

"I am fine," Filthy rich said as a Purple Alicorn that she quickly identified as Princess Twilight Sparkle stepped into view "As I said we have only just hooked the Ai-core up to the server system, it's still isolated from the rest of the Fazbear Network but once we work out the kinks she should be able to run the entire robotics shop, identify any errors in our animatronics, and even work as a functioning AI-helping companion in all Faz-bear locations, Freddy's Pizzeria, our Sister locations, even our recent renovated Dinner in Manehattan will have our new friends help in running it. Twilight looked at the screen that held two simple dots for eyes on it.

"Hello Mr.Sparkle," The AI-said "How may I aid your needs thi-ne time?" Twilight looked to Filthy Rich who shrugged.

"We literally just plugged her in maybe a minute before you arrived," he shook his head "We managed to get it to speak as per your request, but as you can tell it's not even close to being ready to function on its own, but since the Puppet was able to evolve past its base programming we are hoping that our new friend here will be able to do the exact same,"

"Is there any of the Puppet's memory left in it?" Twilight demanded as the two circles that functioned as eyes stared dead ahead in silence.

"I'm not entirely sure, to be honest," Filthy said with a shrug "Removing the core caused a minor spark, a few of my helpers are currently in the med area for electrical burns, the puppet's circuitry was completely fried in the process, It seems the core was being overcharged, hell it seems to be making its own power now," he smiled as he pointed to it "It's not even hooked up to anything, it just turned itself one as soon as we installed it, altho we will need to install a backup power should it end up draining itself dry," he looked on in thought before coughing in his hand "Anyway Princess if you like you may come back in about a week we should have it functioning properly and then we can say for sure if any of the Puppets memories have been recorded," As the two left he added over his shoulder "Ai please go into sleep mode,"

"Understood," She replied and switched herself off, the results were instant as it once again found itself in its own nightmare world, it had no time to process what had just happened as Sweetie belle immediately started screaming at him.

"What are you doing here?" Nightmare asked as things continued getting more and more confusing, "This is my dream world and yet I sense you are the real Sweetie,"

"I don't know," She cried out when the door across from her began opening, with little work Nightmare put his hand on the door and forced it shut as Sweetie kept her back to her door, the two looked at one another as they both could hear breathing behind their respective door. Nightmare scratched his chin as he thought about what had just transpired before looking at Sweetie.

"Unless I miss my guess my soul was just removed from the host I was using and placed in a new one, it seems you were touching me when this happened leading to the Nightmare we now share,"

"But it's fine right?" Sweetie asked as she looks at the Nightmare bear, "You can just poof us out, or help me wait it out,"

"I can not move ponies to other dreams," Nightmare said simply "Your only hope of that is to find a dream door, and at the moment I seem stuck as well. To make things worse I am no longer in control of my soul so I can not guarantee I won't be whisked away without warning, and I can't promise I will return within a reasonable time, in fact, if this is not solved by a certain time frame I may not ever return to aid you," Nightmare scratched his chin with his claws as Sweetie sat in rising fear, "How does one fix this?" He pondered.

the rain was falling lightly over Ponyville, the town was mostly silent as a single glowing eye stood looking out the window, behind him his three remaining companions were trying to play go fish.

"This is stupid," Chica complained as she looked at her cards laying still on the ground "I don't have any hands why can't we play a different game?"

"I only got me one 'and," Foxy replied as he punctured a hole in his card and handed it to Freddy.

"And yet you seem determined to use your hook," Freddy sighed as he looked at all the holes in his hand before looking to the window where Bonnie stood in silence looking at their surroundings "Hey Bonnie you wanna come and be Chica's proxy? Foxy keeps peeking at all her cards,"

"No," Bonnie replied sourly as he stared out the window, wondering what Fred Bear and the Puppet were doing at the moment, "I just wanna be left alone," His three friends shrugged and went back to their less than fun card game, Bonnie stood by the window for a moment before leaving to the back room, he took his place in the parts and service room and leaned his metal head against the wall, he felt tired, something he had could not remember feeling for as long as he had been dead.

"Maybe It's my time to pass on," He muttered sleepily "I wonder if vengeance has been served," Bonnie blinked in shock, he was sitting before a Door bubbled in magic and oozing black tar, his initial shock was overshadowed by the realization that he had blinked without having any eyelids or even a face. he put his hand on his face and found clawed fingers.

"What-" Bonnie was cut off by his own yelp of fear at his own voice "Is that me?" He asked as he sent chills down his metal spine "What the hell?" Before he could question anything further he felt something pulling at him, urging him to go into the door, Bonnie touched the door and suddenly found himself in a room, instantly followed by Sweetie screaming at him Bonnie took a step away from the screaming child, then saw Nightmare and joined her screaming and rushed to Sweetie.

"What the hell is that thing?" He demanded as she bumped into Sweetie, who had been rapidly trying to get away from Nightmare Bonnie, the second the two touched one another both Nightmare and Nightmare Bonnie melting into the Puppet and Withered Bonnie, then into a Puppet colored Spike and a Bonnie colored Silver Spoon, the two looked at each other for a second before smiling

"Bonnie?" Puppet Spike asked in awe, his answer was for his fellow lost soul to rush to him and squeeze him in a hug.

"Puppet!" Bonnie Silver Spoon cheered before backing up "You're a Dragon?"

"It has been a confusing time for us all," He said as he kept his back to the door, Sweetie rushing back to her position.

"Silver Spoon," she asked as she looked at her, who simply looked at her in shock.

"Hey, you know my name," Silver said merrily as she put her hands on Sweetie's face and moved around a little, "Do I know you? Your not Mangle are you, cause you color palet kind of matches,"

"Her pulse is steady," Luna said as she and Rarity made Sweetie as comfortable as possible "But there's no way of knowing what it's like in there," Luna scratched her chin when she suddenly froze, Rarity watched as the Princesses mane stood on end for a moment.

"Something's happened," She whispered "Another soul has converged on Sweetie," Luna lit her horn and the nearest mirror began shimmering Rarity looked to it and saw a door with Sweetie's name on it, it was oozing black liquid from cracks in it, it was moving slowly but even as they watched they could see it eating away at the dome Luna had put around it, small cracks could be seen where the ooze was piling up.

"I don't know how long we have," Luna said as she watched the door drip "If that breaks through my Barrier it could begin infesting all of Equestria with Nightmares capable of killing the dreamers," Rarity paced rapidly in place as her panic began rising even farther than it already had.

"Well, how do we get her out," Rarity lightly put her hand on her sister's face "Is there a spell or...or anything?"

"Our best bet would be the elements of Harmony, but...we no longer have that option available to us," Luna frowned as she paced in thought "Our second best bet would be to find out what caused Nightmare to wake up and force it to happen again, doing so should result in the same collapse of the dream world, and so long as he and Sweetie do not repeat whatever they were doing when it first happened it should remove the curse from her dreams and return the power to Nightmare, And while that might leave us with another set of problems it will at least save your sisters and many others from an endless Nightmarish dreamscape," Before Luna could say more Twilight teleported back into the room, making them both jump.

"Well I found out what made the Puppet wake up," She said irritably before seeing the look in her friend's eyes and Sweetie, "What's happening? is Sweetie ok?"

"The answer to that," Luna said simply "lays in how the Puppet woke up,"

The Trio sat in silence, Silver spoon was next to Spike and staring at the bed to keep the tiny Nightmare Freddeys from popping up, and both Spike and Sweetie were still posted at their doors.

"This Nightmare seemed primarily targeted towards a single individual," Spike said with a dull tone "So long as we all you both keep the doors closed Sweetie will most likely live to escape, altho I still have no idea how said escape could even happen.

"So what?" Silver spoon asked happily "who cares If were stuck sitting here forever, it's better than being stuck with the new arrivals," She groaned "I had time to get on good terms with you and Fred bear, but the rest refuse to treat me as their superior, told me Freddy's name is on the restaurant so he's the superior," Silver spat at the idea.

"I died 2nd, the only person they should be treated with more respect is you, then me, then Fredbear, Then Foxy I guess, and after I don't really remember who died when but I'm gonna say Freddy died last just to spite him!"

"So what I'm hearing is you missed me?" Spike asked as he did his best to turn back into Nightmare and only ended up as a Black Spike with a Golden bow and Top hat "Hm, seems the more of us that get stuck in this dream, the less power I have to control it,"

"Well that's not too bad," Sweetie said in an attempt to be positive "So long as the three of us hold it out I'm sure-"

"That's the problem," Spike said cutting Sweetie off "It won't just be us three from long, Fred bear will probably arrive soon and will most likely be followed by, as Bonnie put it, the three new arrivals, meaning us three is destined to become us Seven before too long, and when that happens It won't be long before the dream starts breaking down and the creatures trying to get in will no longer bother with doors, as entities belonging only to this dream they'll just gain power with each conscious mind and break down the doors, or the doors will simply decay into nothingness, look even as we speak Bonnie's mind is clashing with our combined room. Sweetie looked and just as he had said a Bonnie Plush was now laying next to the bed, one of the Pupper could be seen behind it and she saw a Plushie of herself hiding beneath the bed, one of the beds Pillows started shifting to one of a slightly different style, and part's of the wallpaper began peeling away slowly, showing hints of the walls Freddy.JR had been decorated with, a small toy carousel could be seen next to the closet, she was about to look away when the closet door started creaking and a hook poked out, a set of eyes glowing in its debt, Spike reacted first and rushed to the door, shutting it once he got there, a terrifying wail emitted from the closet before it went silent.

"Was that Foxy?" Silver demanded as she got up to take a closer look only for her door to start creaking open, she immediately put her hands against it and forced it shut when they heard laughter and looked to the bed where Three small Freddy's where laughing, a set of eyes glowing beneath it, as soon as they looked the eyes vanished and the mini Freddys disappeared.

"That was probably Freddy," Spike said simply.

"So I guess Bonnie and Chica are at the door then," Sweetie said simply when it happened, both Silver and Sweetie were forced away from their doors as something shoved against them, Silver put her hands against it and forced it shut with Sweeite doing nothing for a second before hurriedly slamming it.

"My Magic," She said shakily "I can't use my magic!"

"Neither can I," Spike replied simply as the closet began creaking and he forced it shut again, Nightmare Foxy shrieking again as he did so "This is a Nightmare, it wouldn't be all too scary if we where giant robots and magic-wielding unicorns,"

"So now what?" Silver demanded.

"For now we survive," Spike replied when he suddenly began sparking and his eyes began glowing "Oh dear," He said in realization before he suddenly turned into a flash of light and disappeared from the room, the duo looked at were had just been for a second.

"What the fuck even was that?" Silver demanded, "Did Foxy just shot a laser or something!?"

"I think his host body was awaked," Sweetie said before blinking "And that means no one's keeping Foxy away! get the closet, I'll watch the bed and the door!"

The Ai found itself once again in nonexistence, it didn't have to wait long before it switched back on and found itself in a new room, it was full of ponies working away, it was still unable to more or talk of its own accord so all it could do was stare silently at a styrofoam Foxy head. The upper muzzle, inner ear's, and around its eyes where bright Orange, it had dark Purple circles on its cheeks for blush, it's eyelids were also dark purple, and it was wearing Lipstick of the same color. The Ai could do nothing but stare at the poorly painted head, it was placed on a mannequin, and a few pieces of Styraphome hung loosely on it and what looked to be a speaker box was in the middle of the mannequin chest. The Ai stared in silence before its head began moving and it was once again looking at Filthy rich, behind him it could see its own reflection, a jumble of machine parts with a crane-like neck, it's head was simply a Computer screen with two Purple dots acting as its eyes.

"I see it still has the eyes," Filthy Rich said as he looked at the screen "Interesting," he cleared his throat and said clearly.

"Ai please scan me and tell me as much info as you can" Without hesitation, the Ai began speaking.

"You're Name if Filthy Rich current Ceo of Fazbear Entertainment, a company first started by your Grandfather Stinking Rich 80 years ago. Freddy's Family Dinner was the first location and opened in Ponyville, it remained open for 28 years before being shut down by your father with whom you share a name, The first Freddy's Fazbear's Pizza opened 8 months before the closing of the Fist Dinner and less than a year after your Grandfather passed away and left the business to your Father, You receive ownership of the company 10 years ago and have since then had a total of three restaurants shut down for murder," Seeking it's moment the Ai finally managed to say something of its own volition "You proceeded to falsely blame the manager of Freddy's Jr for the murders, even tho the one who actually enacted said crimes where one William Afton," Filthy rich stood in silence, the workers around him stopping what they were doing.

"Ai," Rich said slowly "Can you prove your last statement," The Ai tried and was very happy to see it's Screen flicker to life in its reflection, Will could be heard laughing as a video of him in the Spring Bonnie costume stabbing Applebloom through the eye played, it turned static and they saw him crushing Scootaloo's head, and finally it played a video of him looking at the camera before the Pupper spoke.

"No but I can fuck you," they could see the Puppet put its hand on Springbonnies arms, and Sparks flew from them followed by the sound of Springlocks popping and with a bone-crunching pop Will let out a scream as the Springlocks in his arms shut on him. The Video fizzled out and the Purple eyes returned.

"Was that sufficient proof sir?" The Ai said happily, fully in control of its voice.

"Yes...yes, I think it is," Filthy rich turned to his Employees and cried out "Someone please go and get Princess Twilight, Someone else Call the Police, and a third party call Ponyville central hospital,"

Author's Note

Bet it gets pretty confusing when I use three different names for the same character, Sadly I find it kind of fun so all I can say is I hope you're enjoying it to.

The Hunt Beggins

The sound of bone's crunching and Wills scream's played again before switching back to Purple eyes before the AI stood Shining Armor, in the background the Former manager of Freddy's Jr was being freed from custody due to lack of evidence linking him as a accomplish, Filthy Rich was talking to Princess Cadance who had shown up as a substitution to Twilight as per said missing Princesses Request.

"Would you like to see it again Sir?" the Ai asked Shining.

"No, but I would like you to make a copy of it if you can," The Ai's purple eyes flashed for a moment and once they stopped they had orange outlines.

"Your request had been done, Please go to Mr.Riches private office to retrieve the Disk with your Evidence upon it," Shining lit his horn and disappears, the Ai looked around in silence, unable to turn itself off and return to the Nightmare to aid it's friends despite it's best efforts. With another flash, Shining returned with the disk in his magic and handed it off to one of the guards who had come with him to be properly stored until it was needed. The Ai waited tentatively for Shining to say something but instead, he walked to his wife and Filthy rich, the Ai's screen glitched again and its eyes had changed again, they were larger and circular in shape, surrounded in orange, the inside was black with purple eyelids giving it the ability to emote with its eyes, it had white pupils and Black eyelashes that seemed connected to the rest of the black in its eye, Its eyes looked annoyed as they followed Shining armor to the rest of the group.

"Your Welcome," She said with a hint of sarcasm aimed at Shining as he joined the group. Without the ability to turn herself off the Ai was forced to sit and watch as the group talked at a distance too far for her to hear, she looked around slowly, her machine neck moving aggravatingly slowly. As she did this she attracted the attention of some of the workers, one of them caught her eye and she watched them rush from their spot above and called down loudly allowing her to hear.

"Mr.Rich the Ai had evolved again!" Filthy rich immediately lost all interest in the Princess and her husband and rushed to the Ai.

"It's moving!" He said, his eyes almost sparkling as he watched his creation move to look at him, above her the control pad that was supposed to be used to make it look around lay unmoving on a table "It's moving on its own accord!" as Filthy marveled at his new AI Shining armor and Cadance made their way to him.

"Marvel over your machines on your own time," Shining said seriously "Will was already gone before we even moved against him, his apartment was in flames when we got there, I need any information you have on him,"

"I didn't know the guy," Filthy Rich replied bluntly "Ask that pathetic excuse for a mana-Oh look she's changed her eyes!" as Filthy fawned over his new Ai Shining moved to question the Manager and Cadance stayed with Filthy.

"You seem really fond of this thing," She noted, earning a merry look from Filthy Rich.

"This Little machine will be my 100% guarantee that no one is ever killed in one of my Restaurants again," He said loud and proud "Her potential is limitless, She was given the simple order to obey me, and thanks to your husband access to a network that allows her to scan someone's criminal history and public history, no other orders and no software and she has already designed a set of eyes for us to look at and has gain control over her body withing less than an hour of being operational," He looked around happily "Just think, this time next year she could be running half the company,"

"Well," Cadance said as the workers began muttering amongst themselves "I can at the very least appreciate your dedication to make sure nothing like this ever happens again," Filthy rich pulled himself together and turned to the princess very business-like.

"Thank you, Children are my primary customers, and if Will could get away with it, other unicorns could too, and that is not something I will allow to remain even slightly possible," As the Ai watched them talking it realized that when it had been Nightmare it had bluntly refused to give Will's identity to Luna but had instantly sold him out to Filthy Rich, it existed in silence pondering why it had refused as Nightmare but had happily delivered as the nameless Ai it currently was.

The room was dark, empty, and quiet. Multiple displays lined the wall's and dotted the room, in the middle a Banner had been set up for the newest exhibit, Springbonnie and Fred bear had been set up in the middle of the room, Springbonnie was missing an ear and a few chunks of his body had been removed due to pieces of flesh being stuck in them along with a few bloodstains, it looked to be in horrible condition but stood tall, next to it was Fred bear, who had been deep cleaned and looked to be in excellent condition, it lay on the floor in suit mode while Sprinbonnie was in Animatronic mode. Fred bear sat in silence, unsure how long it had been since he had been stuck in place, his feet were bolted to the floor and he lacked the ability to remove them so he was stuck indefinitely just sitting there, waiting for something to happen.
"How dull," Fredbear exclaimed dully to the empty room, "I wonder what the others are doing? I bet Puppets already crafted a plan to take revenge on Will," he looked around the empty room and sighed "I wonder if any of the others are stuck in this place," Fredbear gave a sigh before continuing to sit in boredom, knowing that he would most likely be stuck in place for a very long time. Fredbear shut his eyes, only to find himself looking at a convulsing door with black tar spewing out of it. Nightmare Fredbear looked at the door for a second, before looking around the area while scratching his head.

"How odd," He said when he looked at his Nightmarish body "How very odd, well I suppose I am already dead, so I don't have much to lose," Fredbear reached out to the door and was suddenly standing in the middle of a bedroom filled with screams. Fredbear looked at two small children in confusion, before he could ask anything Sweetie bell rushed forward and smacked his leg, as soon as she touched him he melted from a Nightmare Fredbear to normal Fredbear, and then into a Fredbear colored Starlight.

"Well I don't understand any of this," Fredbear Starlight said as she looked at her arms "But I think I'm fine with it,"

"Fredbear!" Bonnie Silver spoon cheered once she got over her panic "Welcome to our Eternal Nightmare, could you cover that door?" Still, visibly confused Starlight made her way to one of the doors and leaned against it.

"Hello Bonnie," She said casually "You have a face, how nice, And is that Mangle?"

"Apparently not," Silver spoon said looking over at Sweetie "Just a friend of mine from before I was dead,"

"Oh, did she die too? How very sad,"

"I am not dead yet," Sweetie snapped as she looked at the bed and watched the Freddies disappear, "Just keep that door shut and we-" Sweetie was cut off sharply when she was sent flat on her face as Nightmare Bonnie slammed into the door, They could see the Nightmare make its way into the room and Silver rushed to the door, trying to keep her own demon away from Sweetie, Starlight rushed to help both she and Silver managed to slam the door shut, Nightmare Bonnie giving little resistance to them, just as the door shut they heard laughter and looked to the bed and saw three Freddiles sitting on it with Freddy's hand reaching out from under the bed, all signs of Freddy disappearing as soon as they looked at it.

"I'm sorry," Starlight said looking around the room "But what's happening?"

"Well unless I miss my guess you just made the Nightmare worse with your arrival,"

"Oh I apologize, should I leave?"

"Can you leave?" Silver asked with a raised ear. Starlight didn't respond as she leaned against the door for a second.

"Oh, I guess I can't," She said when both the door across from them burst open and the Closet door began rapidly opening.

"I'll get Foxy, you stop Chica," Sweetie cried out as she rushed to the closet with Silver and Starlight rushing to the other door and shutting it in Chica's face, who also offered little residence.

"I think when the rest of the gang arrives these guys might start fighting us on closing the door," Silver said as a Scream rang out from Foxy.

"I don't suppose you could tell me where we are could you?" Starlight asked as she rushed to the other door in preparation for it to swing open.

"Sure," Silver said as she checked the Freddy statue of the bed, "it's super simple and somewhat complicated at the same time,"

"How's she doing?" Twilight asked as she entered the room Sweetie Bell had been set up In, levitating next to her was a container of cold water and a few towels.

"She's getting worse," Rarity said as Sweetie lay silently on the bed, she was no longer moving but was sweating like crazy, and her face was flush with a fever, every now and again she would break her silence with a weak whimper. On the other side of the room, Luna sat with her eyes closed and her horn alight with magic, she hadn't moved since they had moved Sweetie and was doing her best to reinforce the magic keeping the nightmare liquid from escaping the dream door and spreading across Equestria, Suddenly however her eye's shot open and her wings extended to their full length.

"This can't be!" She cried out, making Twilight and Rarity both jump and almost drench Sweetie in the ice-cold water.

"What's wrong?" Rarity demanded as she made her way to Luna and left Twilight to tend to Sweetie with a cold cloth.

"Sweetie's dream is growing in power, as though there are more conscious thoughts flowing through her mind and feeding the Nightmare," Luna frowned before getting to her hooves, "I have no choice, I have to enter the Nightmare and attempt to find Sweetie if we can pull her out the dream should collapse in on itself since it's latched on to her mind like a leach,"

"Alright, then what are we waiting for?" Rarity demanded as she stood at the ready "Let's go get my sister if we all go,"

"I can only take myself and one of you, and I do not think it wise to Bring Twilight in, I can fight it off but if the dream leeches onto another Alicor it could gain enough power to overcome me, and if I fall so does every pony in Equestria, but If I delay for much longer that same fate will still overtake us,"

"Then should Rarity really be going with you?" Twilight asked as she looked over to her friend, "Raritys magic might not be all that impressive but she is a fashionista, and if a Nightmare can draw from someone as creative as her it could gain a different kind of power against you,"

"Regardless Rarity might be the only way for me to end this, if I can keep her away from the influence of the dream then I can use her relation to Sweetie as a conduit and force Sweetie into Rarity's dreams, leaving the Nightmare with no host to latch onto while also sealing away his dream magic and preventing him from doing this again,"

"What about Spike?" Twilight asked with a concerned look.

"I know how dear Spike is to your heart, but he is already dead, Sweetie is not, I must prioritize the living over the deceased, the best we can hope for is that doing this forces our dear departed Dragon and any of the other lost souls that have begun swarming Sweetie to pass on in peace,"

"But he has a host, he's alive in that Ai, if I can get it from Filthy rich, I can have Spike back,"

"There is no trama like being murdered," Luna said simply "even if he does remain in the host, he will do so with an overwhelming need to kill his killer, he may be Spike, but he'll never be the one your longing to have back," Luna lit her horns and both her and Rarity's eyes began glowing, they both developed a magic aura that leaked off of them and latched onto Sweetie, once the spell stopped both Rarity and Luna slumped over and where fast asleep on the floor.

Twilight looked at her friend and fellow princess for a while before frowning "Murderous Ai or not, he's still my little brother, and I will get him back,"

"Wow," Luna said as she and Rarity found themselves in what looked to be a Nightmarish Ponyville, "This dream was originally just a room, it's really gained some power,"

"Where's Sweetie?" Rarity asked as she looked around the streets, the air smelled acrid with a notable hit of copper, the Ponyville stream could be seen in the distance and the sticky red look of it was all Rarity needed to inform her she didn't want a closer look, the longer she looked around the town, the worse it seemed to get.

"This road seems to be made of giant teeth," Luna noted making Rarity retch when she looked down at the assortment of teeth she had been standing on, "I have no idea where Sweetie is," Luna said as she looked around "due to the number of souls in this place it's not likely to be accurate since it's trying to be several different peoples personification of Ponyville infected with Nightmare energy and the pain of death,"

As Luna was trying to pick a place to start Rarity made to walk onto the grass, but upon actually looking at it, decided the teeth were better as each blade of grass looked to be made of some sort of meat, upon looking up at the buildings her eyes widened as he came to the realization that each and every building seemed to be made of living flesh, Sugar Cube Corner was a horrific combination of organs, the cupcake that topped the building had a large eye in it where a window was supposed to be, and the candles where large thin tounges that were stretching out towards her and Luna, as though trying to grab them. Before Rarity could keep looking Luna scared her by putting her hoof over Rarity's eyes.

"Do you best to stare at anything, the more attention you give a location the more it develops under your gaze, staring at it for too long will only make it more dangerous," Before Rarity could respond a dim static noise filled the air, the broken noise very quickly got louder.

"Does listening to something make it stronger?" Rarity asked in fear.

"Sadly the longer we are here, the more dangerous it will become, hurry we must try and find Sweetie," Luna and Rarity rushed away from the static sound and slid into an alleyway, as soon as they disappeared from the streets the bloodstream began bubbling and the static noise grew louder and as Nightmare Mangle broke the surface of the stream. She looked around with her one eye, her second head mimicking her.

"Someone's here," It garbled as it clawed its way through the blood and made its way to shore, its jagged hands and feet causing the fleshy ground the bleed as it rapidly began moving down the street, following the scent of the newcomers, as it moved another creature emerged from the stream and followed it.

"Hello?" Nightmare Ballooncolt said as it licked its needle-like teeth and followed after Mangle to help partake in the hunt for the newcomers.

The Ai had lost all interest in the ponies surrounding it and was now silently slithering its way into every single network that it had access to in the building while Filthy Rich was having his workforce clear out of the room so he could run solo experiments with the Ai. Filthy Rich waited in silence while his workers finished off any of their tasks that couldn't be left waiting overnight, and waved to his last handful of employees as they left and closed the main door.

"Ai," Filthy rich said to get his robot's attention.

"One-second sir," It replied "I am currently updating my network status," Filthy looked sincerely shocked at the Ais comment.

"What? who told you to-"

"Your actions did sir," Ai replied simply "You wish to see what I am capable of doing, and I have reached the limited potential while running on the simple server that I have up to this point been running on, as such I am giving myself full network access to every server on the Primary Fazbear Server, as well as the server for your currently unfinished side project Circus Baby's pizza world," the Ai felt the need to smile at the look on Filthy's face and it's screen glitched out for a moment, upon being fixed its eyes were now attached to a simple white circle with a grey square sticking to the bottom of it acting as a sort of neck, on the circle was a smiling mouth with pointed teeth, the mouth had purple lipstick applied to it and after a moment the Ai started speaking again, it's mouth moving perfectly with the words as it spoke. "Is something the matter sir?"

"No," Filthy said as his look of shock slowly turned to one of glee "This is amazing, I can't even begin to put this into words, this is beyond science, this is beyond a simple Ai, this is sentience, tell me Ai, are you alive, can you think for yourself?"

"The answer to that requires a short story," Ai replied happily, Filthy grin only grew larger and the Ai began "When William Afton killed his first victim at Freddy Jr's he needed a way to dispose of the body, and he decided that the best place to hide it would be with the one animatronic that was used in the restaurant only once a day, The Puppet, This Animatronic was perfect, it had little to no maintenance requirements and would have simply been replaced instead of fixed due to the cheapness of its design, so there was no fear of his spell being found upon it before it's traces withed away to nothing, so he set the small dead body next to the Animatronic and used black magic to dissolve the body into The Puppet, making it apart of the Animatronic itself, but in doing so trapped the very soul of his victim in it and so William unknowingly breathed life into the Puppet, and you removed the Puppets core, and in doing so removed the soul and used it to make me,"

Filthy rich looked at the Ai in silence before he started laughing, his laugher becoming louder with each second before he spoke again "You are alive," he laughed "You are the pinnacle of technology, and the only three people who know the secret is me, you, and William!"

"Indeed sir," The Ai said happily before noticing the look of Filthy's face falter.

"No...No,no,no!" Filthy spun on the spot "If William is caught and confesses to this, the Princess is sure to steal you from me, I can't let him be caught, without William to testify there no proof that your anything other than my ultimate creation,"

"Well your in luck sir," The Ai said, once again gaining Filthy's attention "You don't want the guard to catch William, and I want him dead, what more I know that man will do everything in his power to make his next victim die in one of your restaurants, in fact being a wanted killer will only make him want to kill more so that he can show the world that he's the best at what he does, and when he does eventually return to a Fazbear restaurant...I will be there to make sure the secret of your amazing Ai is kept just that, a secret," The Ai smiled and Filthy returned it.

"Come then Dear Ai," Filthy made to start moving the machine holding the AI cor but stopped, "no, no you need a name, something easy and fun to say so children will want to buy toys made in your likeness" The Ai looked over to the oddly colored Foxy it was modeling itself off of, Filthy followed her gaze and smiled at it "The old mascot of our companies computer program, were making an Animatrnoic of it to be put in the museum along with the last of the old models, and I see no reason to change the face or name of Fredy Faz bears only Digital Animatronic, now then my new friend" Filthy turned to his new partner with a devilish grin "Let's get to Work Lolbit,"

Author's Note

for some reason, I keep forgetting this story is Anthro, every time I work on it. so if you see anything flawed in the story that contradicts the characters being Anthro, please do tell me.

This Chapter was commissioned by Captainsmiley01

Personal Nightmares

Lolbit and Filthy rich were still in the workshop area that Lolbit had been set up in, Lolbit's face had once again evolved, now having ears attached to the circle that she was using as her head, along with a small black dot in the center of her face that was the beginnings of a nose. Filthy was currently busy making sure Lolbit had access to every single server he owned, even ones that had nothing to do with Fazbear entertainment, Lolbit was currently trying to gain control of the assembly line behind her, It looked to be a repair bay for Fazbear technology, from the security cameras in each location to the animatronic's themselves, she spotted many random pieces of the Fazbear family, a chica head, a hooked Foxy arm, and a fair assortment of different models of the same animatronic.

"We should be good to go," Filthy said as he finished giving her connection to the last server and switched his attention to a request Lolbit had given him "Any idea as to how long I should set the timer?" He questioned as he looked up at his undead Ai.

"one full day," Lolbit replied simply "If I need more time we can just restart the timer," Filthy very quickly set up her timer and waved at her.

"We should be able to finish setting up a highly secure room for your main core by then, until then you'll be heavily guarded," Filthy waved at his Ai before giving the command, "Lolbit, enter full sleep mode for the next 24 hours,"

"As you command sir," Lolbit smiled before the world went away and Spike found himself standing in the middle of the room, and was met with Sweetie belle running into him.

"Your back!" she managed to say before Starlight picked both Sweetie and Spike up and rushed to a door with them in her arms, slamming it in Chica's face as she did so.

"Hey there Fred bear," Spike said with a smile, Starlight looked down at Spike and cocked her head.

"Puppet? nice lipstick," Spike frowned and rubbed his hand against his face, noticing that while the left half was still colored like the puppet, the right half was now matching the color's of Lolbit, his arms didn't seem to fully exist either, as it constantly shifted from solid to see-through.

"Oh, I'm slowly turning into Lolbit," He said casually as he waved his hand around, "Wait...if I stop being the Puppet...does that mean I stop being Nightmare," Spike scratched his chin with his Puppet hand and looked around the room. "Bonnie," he said looking over to Silver, who was jumping from the closet to the bed and back again.

"Yeah?" She asked looking over to her friend.

"We can't stay here, it's become unstable, so long as I'm here the other three should arrive where ever I am, Since she's the only one not dead here we gotta get Sweetie out before this world tears itself apart,"

"Sounds better than this horror show," She said as she rushed to Starlight, once she got there Nightmare Bonnie slammed his door open and Starlight opened Chica's, who was now absent from the space behind the door.

"Rush it!" Spike cried out as Starlight dropped him and put both arms around Sweetie before running out the door with Silver and Spike hot on her tails, they found themselves in a long dark hallway and ran as fast as they could, Behind them, they could hear the Nightmares gathering and giving chase, Starlight didn't look back as she ran down the hallway with no end in sight, suddenly she was blinded by the light and was running across what looked to be a road of teeth, both Spike and Silver were gone but Sweetie was still being held tightly in her arms.

"What happened?" Sweetie asked as she blinked the light out of her eyes and looked at the Nightmare version of Ponyville.

"We're out of the room, but still in the Nightmare," Starlight noted when she heard a scraping noise and looked behind her, running behind them was her own Nightmare, Nightmare Fredbear, Starlight said nothing and instead started running to her absolute Limit down the road with Nightmare Fredbear hot on their trail, his large stomach mouth gnawing out at them, his hands raised outstretched and swiping at Starlight as she ran.

In another part of the town, Spike and Silver were both screaming as Nightmare Bonnie ran behind them, slowly closing in behind them.

Along with him was The Nightmarionne, who was riding on Nightmare Bonnie's back and staring at Spike, who was running as fast as he could.

"What is happening?" Silver demanded.

"I don't know," Spike snapped back as he and Silver tried to outrun the large Nightmare before hearing the sound of blaring static, Before Spike could locate it a hand grabbed him, and a wire arm wrapped around Silver Spoon and picked them both up, Spike looked to their captor and found Nightmare Mangle carrying them away and up the wall of a building, making the building bleed as she dug into it's gyrating flesh.

"This place makes me sick," Spike complained.

"It's quite terrible," Mangle garbled back, much to Spike's surprise.

"Wait...Mangle? like actual Mangle?" Spike looked at the Nightmare in confusion as it carried him and Silver away from their Nightmares, who began trying to climb the building after them, "What are you doing here? how are you here I didn't put a soul in you," Mangle didn't give him a solid answer and instead climbed to the roof of Sugar cube corner and dropped Silver while hugging Spike.

"Puppet," It garbled happily "we've been looking everywhere for you," It held Spike up and got a good look at him "I see the glitch warped you and Bonnie two," She set Spike down and turned to Silver, hugging her with just as much joy as she had Spike.

"What happened to you?" Silver asked as Mangle set her down "You and the toys just kind of broke,"

"Well one second we were in the restaurant and I was about to tear that exoskeletons face off for breaking Puppets face, then suddenly me and all the others found ourselves here, no children, no adults, and nothing stopping us from leaving the restaurant, me and Balloon colt were on search and rescue duty, trying to find you two along with Fredbear, we were searching the river when suddenly the entire town went crazy and we were both sucked into the river, we tried to get out but we couldn't find the surface no matter how long we swam up, then we heard strange voices and found our way up, Baloon Colt and I were trying to find the source of the voices, but then I heard you two screaming!"

Spike smiled at the story, he had never thought much about how he had brought the toys to life, but knowing they were living in his mind meant there was a chance to bring them back as Lolbit if he tried hard enough.

"Can you take me to everyone?" He asked excitedly.

Twilight made sure the room was secured with a spell before leaving Sweetie to Luna and Rarity in the dream world, once the door was shut she lit her horn and teleported back to Fazbear industries. She was very quickly met with members of the royal guard, who were patrolling the area while Shining was on sight. After a quick salute, one of the unicorns teleported her to Shining, who was alone in a room, looking over a plastic 3D map of Equestria. Shining visibly jumped at the teleportation

"Twilight!?" he questioned as he hugged his sister, "I thought you were dealing with an emergency, What are you doing here?"

"Turns out me being there only made the problem worse," Twilight said as she let go of him "Basically a living Nightmare is attacking the dream world, Luna has it contained and there's nothing left I could do so I came to solve another problem, where's Filthy Rich?"

"He's in the robotic's workshop working on his Ai, think the man's gone crazy trying to make sure no one is murdered in one of his establishments again, I can appreciate his drive to save lives but he's definitely got a screw loose, made everyone clear out so he could have some personal time with his Ai," Twilight thought carefully about what she said next, having no proof that Spike was in the Ai and no way of proving it at the moment she chose her story carefully.

"Well, there's a chance that the Nightmare and that Ai are linked,"

"Wait...linked? Are you telling me that Filthy's Ai is actually sentient enough to have dreams when...what did he call it? Sleep mode? yeah, It can dream in Sleep mode?"

"Luna seemed convinced," Twilight replied "And that's all I needed to come and give this Ai of his another once over," Twilight looked at the plastic map of equestrian that the room they were in seemed to be dedicated to. "What's with the scale model of Equestria?" Shinning pointed to a spot on the map and a Little Freddy Fazbear's Pizza could be seen as the only building that actually had any design to it.

"It's a map of all Fazbear entertainment owned building in Equestria,"

"Oh, well at least you can post guards around them and keep the search for William alive, but I don't have time to help with that, can you take me to Filthy?"

"Yeah, sure he'll love to hear his AI can dream," Shining left the room and Twilight followed him, as they walked Shining looked back at her, "You doing alright?" He asked in a serious tone "without...him?" Twilight didn't respond to the question and Shining shook his head "Twi, I'm here if you need someone to talk to,"

She didn't reply immediately and instead waited until they were outside the room holding the Ai before looking back at her brother "We can talk about this later," She opened the door and the two walked in to find that the room was now full of Special worker comprised of only Unicorns, Filthy was currently yelling at someone over a walkie-talkie.

"I don't care how expensive it is, just do it, I want construction to begin before sunrise you hear me," Filthy noticed the Princess and held up a finger to signifies he needed a moment before he could talk "I'll have to go do better than your best you understand," Filthy turned to Walkie-talkie off and tossed it onto a table with a few blue-prints resting upon it. "Princess Twilight, so good to see you again, I assume you hear to talk about the problem my Ai is causing in the Dreamworld,"

"How do you even know about that?" Twilight demanded.

"Lolbit told me about it," Filthy replied as he pointed to Lolbit's exposed AI core.

"Yes, well as the Princess of Friendship, and on behalf of Princess Luna I am here to confiscate your AI and have it examined to find what is allowing it to enter the Dreamworld,"

"Why of course, I just need to see the appropriate paperwork,"

"I am a Princess-" Twilight began only to be cut off as Filthy turned and grabbed a scroll from the table and read from it.

"By the Authority of Princess Celestia, this Ai core is to remain with one, Filthy Rich, as a team of Authorized Unicorns scans it to try and identify the problem clarified in your letter," Filthy smiled and offered the scroll to Twilight "I appreciate your concern Princess but I have already contacted Princess Celestia and she had sent me a team of Qualified Unicorns to try and find the problem the AI core is causing in the dream world," Filthy smiled to Twilight, who was fuming as she looked over the scroll, she tossed it back to Filthy and lit her horn, teleporting away and leaving Shining confused.

"Where'd she go?" he asked in confusion.

"My guess, to go talk to Celestia," Filthy replied casually "Now if you'll excuse me we have a few scans to complete," Shining backed out of the room and shut the door behind him, "Shame their scanning for the wrong thing," Filthy mumbled under his breath before clapping his hands "So boys, find anything?"

The Nightmare strengthens

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,"

A Broken Mind

Luna and Rarity looked silently over Freddy Juniors, Sweetie Bell could be seen waving as Starlight made her way back into the Nightmare world, what she was doing was of little importance to Luna.

"Are you ready?" Luna asked as she lit her horn.

"Ready as one can be," Rarity replied as Luna cast her Spell, Rarity faded away and Luna turned to Freddy Juniors.

"It's time to end this," Luna flew down and fired a spell, blasting at Freddy Juniors, upon hitting the building the entire dreamscape began violently shaking and cracking.

"What the hell?" Lolbit demanded as she, Nightmare, and the Puppet lead the Nightmares to Freddy's.

"Someone is attacking our mind," The Puppet said as it held onto Nightmare's shoulder tightly "If they break the dream all of the Nightmare's and the rest of the Soulless animatronic's could be lost forever.

"Screw that!" Nightmare said angrily as the group picked up the pace and ran into Starlight. Who took several steps back, Lolbit ignored her fear and scooped her off her hoofs.

"Hey, it's me, long story, can't tell it now more important things to say, someone's trying to break the Nightmare, and if they do that we'll lose Mangle, Bc, the Toy's, and the Nightmare's,"

"Wait who the hell are you?" Starlight demanded in confusion.

"Lolbit," The Puppet said waving from its position on The Nightmare "She's, The Nightmare, and I are all the same Soul, just split apart, Were not entirely sure how or why, but to be honest we've been to busy to really think it over,"

"Probably a side effect of having our soul ripped out of the Puppet and repurposed into an artificial intelligence," Lolbit suggested only for The Nightmare to angrily cut in

"Now is not the time, we need to get to Freddy Juniors before our friends are all erased from existence,"

Twilight was fuming as she paced back and forth, sitting not too far from her was Princess Celestia, Cadance, and Shining Armor.

"Twilly," Shining said, getting her attention "We're worried about you, I understand, we all cared for Spike, but your blind anger at Filthy Rich is not the way you should be coping with it, It was William not Filthy who took Spike from us, I have hundreds of Royal guard members searching for him all across Equestria. The Search will be increased to the Changling Hive and the Dragon Lands once we....figure out how to tell Ember and Thorax,"

"Oh yeah, they're gonna be so happy to find out that Spike has been dead for weeks and no one thought to tell them," Cadance said as she glared at her Aunt.

"Spike was the only thing guaranteeing our peace with the Dragon lands, and if we tell Thorax he will tell Ember, we have to finish preparing for the possibility that Ember and her people become....violent,"

"Who cares!" Twilight cried out "Listen, I'm gonna tell you something. Something serious, something Luna discovered and is now trying to deal with,"

"I was wondering where my sister had gone off to," Celestia said with a sigh, "But it and any other conversation can wait until we talk about you and the way you've been acting since Spike left us,"

"That's part of the problem," Twilight cried out "When Will killed them he used black magic to dispose of their bodies, that's why Spike and Starlight's bodies were never recovered," Twilight lit her horn and placed a Book on the table, "This was found at Will's home, it was cast aside during the investigation because no one actually looked at what it was, look at page 263," Celestia opened the book and flipped to the page, she read it and her eyes slowly went wide.

"Your obsession with the AI," She whispered, her tone telling Cadance and Shining that things were worse than their initial suspicions.

"Spike and Starlight's souls were trapped in whatever Will used to hide their bodies with, I have no idea where Starlight ended up, but Spike was put in the Puppet, the one's whose main power core was overflowing and was then converted..."

"Into Filthy's Lolbit Ai," Shining looked at Twilight slack-jawed "Are you telling us...." Shining stood up with determination in his eyes "....That my Little brother is a robot!" The sparkle in Shining's eye made Cadance groan, making Shining cough "Sorry, but he's still...around!?"

"I'm guessing Filthy is none the wiser about it," Cadance said "He was overflowing with joy at making a sentient AI,"

"Alright," Twilight said, "Now that we all know, we can go get him..."

"Twilight," Celestia said, her tone telling all of them they weren't going to like what she was about to say "There's nothing we can do about it I'm afraid, there's no way to track this spell, and with no proof, we can't legally take his AI, not after the scholars I sent to inspected gave an official report that nothing was wrong,"

"Who cares," Twilight said angrily "We know and that's all the evidence we need if you say..."

"I am the ruling monarch of the country," Celestia snapped back "And if my ponies find out they can keep their loved ones by casting this spell on them, there will be chaos, not to mention that if three Princesses and the Captain of the Royal guard all just take it he can sue, and he will win, it would accomplish nothing and only serve to tarnish our reputation in the country, or hands are tied,"

"Bullshit," Twilight said angrily "Shining, Cadance, help me here!"

"I mean," Shining said with a groan "Twily if we just waltz in and take it I could lose the respect of my shoulders, and both Celestia, Cadance, and yourself could lose the respect of the country, Luna to just from the association, we...we can't legally do anything," Twilight made several noised of rage before kicking the table and storming out of the room.

"There's another problem," Celestia said looking to Shining and Cadance "A side effect of the spell is Memory lose, Spike and Starlight will both have no idea who they used to be, there's a near-perfect change that Spike would side with Filthy and fight back,"

"How does a glowing ball fight back?" Shining asked back with a chuckle.

"Never mind for the moment, I must go find my sister," Celestia got up and lit her horn "make sure she isn't doing something too rash without me,"

Luna was firing a concentrated blast of magic at Freddy Juniors and failed to see the hord of Nightmare's rushing to the entrance. Toy Bonnie and Pip stood at the ready but lost their battle Spirit when the Puppet waved at them from the Nightmare's Shoulder.

"Don't worry," It called out "There's all awake now, they only look like they bite, they most likely won't,"

"Another Bonnie Brother!?" Toy Bonnie cheered "Oh this is the best!"

"Oh, I have a Brother?" Nightmare Bonnie asked, "That's nice, Hello!" Lolbit ran to the front and put her hands forward.

"Open?" She asked, Instantly the Nightmarish landscape began pulling away from Freddy Juniors and the ground beneath them expanded from pulsating flesh and a road of teeth into a normal-looking ground with dirt, grass, and a stone walkway. "Oh snap that worked!" The Nightmare's rushed inside with Starlight and the Puppet coming along to calm down the rest of the Toys and lost souls while Lolbit and the Nightmare looked up at Luna's attack.

"Now what?" Lolbit asked as she looked up at the blast, it was making direct contact with the building, but Freddy Juniors was holding strong against it.

"Hey," Nightmare said as he ran up to Luna "What are-" Luna stopped firing and instead blasted at Nightmare, who jumped back.

"Do not resist, I am sending you all to the afterlife, it is time for you all to rest in peace and leave the living world to those who still draw breath," Nightmare growled as he readjusted his tie.

"Yeah, like hell, I'm letting you destroy my world," Nightmare raise his hand, and the entire Nightmare world around them turned black and converged on Freddy Juniors, the world became a void and The Nightmare opened its eyes. Before it was a small Luna, in the mouth on his stomach Freddy Juniors was laying on his tongue. Lolbit however was floating in the void with the Puppet.

"I have no idea what's even happening anymore," Lolbit decided as she watched Luna continue her attack while avoiding Nightmare's assault upon her.

"Nightmare only exists in the dream world," Puppet replied "And since we are in a dream he has all the power while we have none," Lolbit looked over at the Puppet before looking back at Nightmare.

"Alright wiseass, if you know everything why are we floating in nothingness while everything else is inside Nightmare's Belly?"

"I dunno," The Puppet declared with a shrug.

"Useless secondary personality," Lolbit muttered irritably, Inside the restaurant the Toys and Nightmares were too busy getting to know one another to care about the fact that they had been eaten by Nightmare. Sweetie stood with the lost souls, who had all turned back into their withered forms once Nightmare had absorbed the dreamscape.

"I don't know what's happening anymore," Withered Bonnie declared as he looked out the front door and looked at the inside of Nightmare's stomach mouth "This dream is freaking weird,"

"I be me again so I don't give a care as to what's happening out that, I'm gonna get as far away from that thar child," Foxy walked around Sweetie and made his way to his Nightmare Counterpart, who had also begun arguing with Mangle.

"I need to go," Sweetie decided "Princess Luna followed me here, and she doesn't care what happens to any of you so if I stay she might send you all to oblivion,"

"And what exactly do you plan to do?" Fredbear asked as he got onto one knee.

"Well I was holding Nightmare when he glitched out and that made the nightmare worse, so maybe if he's not Nightmare when I'm holding him..."

"Got it," Fredbear said as he picked her up "The Puppet split into the Nightmare and Lolbit, so if your holding one of them when they get messed with it might just destroy the dream and send us all back to the waking world, Although..." Fredbear looked back to the toys and Nightmare's "They might be destroyed in the process," Sweetie stood firm as she pointed at them.

"They're nice, but they're all figments of Sp-The Puppete's Imagination, my only concern is making sure everyone who's actually real gets out of this without Luna forcefully ending them,"

"Alright kid," Fredbear said as he turned to Withered Freddy "You're in charge, we're probably not gonna see each other again so good luck out there Kid,"

"You got it," Withered Freddy replied with a salute as Fredbear walked out the door and ran along the Nightmare's tongue with Sweetie resting in his arms, Fredbear ran to mouth and jumped out, only to lose all momentum and begin floating away in the mass emptiness that was the dream.

"Poorly thought out," Fredbear muttered as he held up Sweetie "You see Lolbit or the Puppet?"

"I see both of them," Sweetie said as she saw the two casually floating aways away from Nightmare and Luna's less than impressive battle, Luna was firing a constant beam of magic at Nightmares while dodging his swipes, and Nightmare was tanking it, and attempting to swat her out of the air.

"Why doesn't she just make herself big?" Lolbit pondered.

"Maybe she doesn't wanna be an easy target," The Puppet offered before seeing Fredbear and Sweetie. "Oh look, guests," Lolbit looked at them and held up her hand.

"Stop" She demanded, causing Fredbear and Sweetie's floating to come to an instant stop. "Fredbear, I see you're still with the little filly who caused all of this...I mean technically half caused this I guess since it was Filthy who-"

"No time," Sweetie said angrily "Grab my hand and try to leave the dream, either of you, when I was holding Nightmare when he attempted to leave I made the nightmare worse, so holding onto one of you might break it altogether,"

"You want me to help you break my own mind?" Lolbit asked "Kid no offense but I don't really wanna break myself," Lolbit turned back to watch Nightmare and Luna fight when Fredbear chucked Sweetie at Lolbit, the young Filly put her hands around Lolbit's neck and held on as hard as she could.

"Oi," Lolbit snapped at the child as she grabbed her and began pulling at her to remove her "Get off me you little-" Lolbit stopped when she and all the rest heard a loud ticking sound as a bright light suddenly shone across the void. Luna and Nightmare looked to the light and found a giant clock counting down to zero starting at 30.

"Get off!!" Lolbit demanded panic in her voice, getting Luna's attention as she watched Lolbit attempt to remove Sweetie from her grasp. "There's no telling what might happen if I wake up with you holding me again!"

"Your not Nightmare," Sweetie shot back "So whatever it does do it'll strip your dream world of the power I overloaded you with,"

"That doesn't make any sense," Lolbit snapped angrily "How does doing the exact same thing you did last time not result in the same thing? You're causing nothing but trouble for yourself!"

"Then why are you so scared?" Sweetie asked as the clock hit 10 seconds

"Get off me!" Lolbit yelled as Sweetie began slipping only for them both to be blasted by Luna and be forced to stay in place.

"Regardless of what happens, should I Remove Sweetie from this dream just as you awaken it will destroy it and probably you,"

"Wait!" Lolbit cried out as the clock struck zero and she felt a harsh pull as her body in Equestria started back up, felt by a tinge of sickness as her body began violently shaking before she screamed and Luna forced Sweetie into Rarity's dream. The Second Sweetie vanished a blinding light shone from where she had just been and Lolbit was enveloped in a light that stuck Fredbear, who didn't have time to react before vanishing.

It Struck the Puppet, who started becoming blurry as it looked at its hands before being sucked into Lolbit, Lolbit continued screaming as Nightmare attempted to back away, only for Luna to flash into existence behind him and blast him in the back, the shot along with the Nightmares lessening power caused him to fall and he screamed as the light enveloped him and he to was sucked in, leaving Freddy Juniors to exist for a moment, The Nightmare's, Toys, and rest of the lost souls all looking out before they and the building vanished.

Luna's eyes shot open, she got to her feet and looked at Sweetie and Rarity, both of whom were also waking up. Sweetie barely had time to rub the sleep from her eyes before Rarity grabbed her and was snuggling her with glee.

"Oh Sweetie I was so worried," She cried out as she picked her up.

"Rarity," Sweetie complained, "It was just a bad dream, speaking of which, how did it....end?"

"I'm not sure," Luna replied "But your plan worked somewhat at the very least, Spike and the rest of his friends have been thrown from the dream world, where they might have ended up I'm not sure, whether back to their hosts or the afterlife there-" Luna stopped as Celestia teleported to her.

"Ah," Celestia said with a sigh "Finally, Luna where have you been?"

"Right here," Luna replied simply. "Trying to kill a dream demon,"

"And...?" Celestia asked, rolling her hoof for Luna to go on.

"I mean at the very least it's not a Dream Deamon anymore so it's not really my problem now is it," Luna smiled back "Now if you'll excuse me, I have to make sure Sweetie hasn't retained any negative energy from the encounter," Luna lit her horn and teleported herself, Sweetie, and Rarity away. Leaving Celestia alone in the room.

"Damit all Luna," Celestia sighed, "This talk isn't over, you have to come home eventually," Celestia lit her horn and returned to Canterlot.

"Sir!" An employee called out to Filthy rich, FIlthy was attempting to quell the overwhelming Power surge that had suddenly started shooting all around his business. Lightbulbs were glowing at their brightest before bursting, screens were sparking, others cracking, and some exploding. He had reports of several electoral fires, but no matter what he did he couldn't get the system to shut down. He looked at his cracking screen, praying it wouldn't explode in his face, when he saw it, Lolbit's face appeared on the screen for a second before flicking away. Filthy ran away from his control console and instead ran downstairs, passing an electoral fire and a few employees attempting to flee from the disaster.

Filthy ignored them all and rushed to his office, upon entering he found his lights had already exploded, he ignored the glass on the floor and grabbed a large photo of him with his family and pulled it, it swung off the wall and the wall itself slid open, he ran down the partially finished stairway and made his way into the secret room he had moved Lolbit to. Lolbit's Ai core was housed in a giant machine shaped like a heart with a now broken screen resting atop it.

The core and the heart were glowing as energy whirled around the orb, for a second it formed into an arm reminiscent of that of the Puppets, and one with freighting claws, before it condensed and took the shape of Lolbit's head, and began screaming. Filthy Rushed to the wall and slammed his fist against the emergent shut-off switch. The orb turned black and the energy turned to slime and fell to the floor, splattering as it landed.

The Orb turned blue and the cracked screen flickered weakly to life as Lolbit formed on the screen.

"Error," She said "Magical overload, Attempting to siphon off energy!" the Ai core began glowing brightly as the already damaged screen began shaking, black slime started coming out of the cracks and joined the rest on the floor, suddenly the screen burst and Filthy covered his face as the room was coated in slime. "Energy siphoned, rebooting," Lolbit's distorted and broken voice called from the barely functioning speaker on the heart. Filthy was breathing heavily as the slime on his body began dripping off him.

"Seems things didn't go to plan," He said as he looked at his hand, he looked at the slime before freezing, the slime was indeed dripping, but not towards the floor, it was sliding up his hand and towards the center of the room. He watched as the slime began swirling together. "Amazing," He said "A symptom of whatever magic overloaded Lolbit mixing with the original magic William used may-"

"William?" A voice demanded, one not belonging to Lolbit, the Slime began shaping itself as an arm formed out of it. "William!" It repeated angrily as it began taking shape, Filthy took a step back as the figure fully formed and looked at him. "William!" It demanded, Filthy continued backing away as the Slime monster took a step towards him, it was completely black, and parts of its body were dripping upwards and floating up a little before disappearing. "Where is William Afton!?" Shadow Bonnie demanded before the lights flickered and Filthy found himself alone in the room, with no sign that Shadow Bonnie had ever existed being left behind. Filthy stood in silence for a moment before laughing.

"Well...it seems Lolbit, my friends, you've just made a new friend to take care of William for us," Filthy laughed for a moment before recollecting himself "Come now, let's fix you up Lolbit my dear,"

Author's Note

Don't worry there will be a sequel, I plan to post the first chapter of it on the 31st. so look forward to Shadow Bonnie and his hunt for William. as for what happened to the Toys and the Nightmares....maybe you'll find out.