SLEEP / WAKE / BE MISERABLE

by TheInfamousFly

Rating: teen
Tags: Violence, Pharynx, Sex, Death, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Night Light, Princess Luna, Night Glider, Trixie, Science Fiction, Suicide / Self Harm, Horror
Length: 9269

Pharynx has one chance to save his hive. And it requires bringing about the end of the world.

It had been seven years since Queen Chrysalis' invasion terminated with the obliteration of Celestia's palace and half of Canterlot. Now the Great and Powerful Leader and her allies have all but eradicated the blight of the Changelings and thrust a war-torn Equestria into a golden age of unsubdued innovation.

There's only one thing that can stop them now.

WARNINGS: Indepth discussions of body horror, mental illness, various forms of elitism and racism, genocide, torture, and other various human rights violations

First Place winner of the Cyberpunk Nightmare Night Story Contest.

Published 2023-11-24 19:00:00 UTC
Last updated 2023-11-24 19:00:00 UTC

The peace and safety of a new dark age

"IF YOU DREAM SOMETHING SAY SOMETHING"

That was the banner hanging over the drawbridge to the keep. It was flanked, just as the entrance was, by two of the smaller colossi erected in the Great and Powerful Leader's image, throughout New Canterlot. Some ponies whispered that those statues had cameras in their eyes, to surveil everything that happened on the streets of New Canterlot.

Why would they? Pharynx thought. The ponies inside that keep already knew everything that happened in New Canterlot and throughout Equestria.

"Changeling check." Said the pegasus at the front.

Pharynx tried to remain as stoic as his escorts, a platoon of bat ponies who'd turned out to be incredibly receptive to the changeling cause. Before Queen Chrysalis' murder, he'd been trained as a shock trooper, not an assassin, and certainly not as a saboteur. But the hive wasn't what it used to be. It was either Pharynx succeeded in this mission, or no one did.

A little trapdoor opened up and the Diamond Dogs came out, their eyes covered in the red glass visors that the Royal Tinkerers had devised to "cut out unproductive external stimuli". From what Pharynx had gathered on reconnaissance, the visors were bolted to the skull of their wearer and powered by their inherent magical properties. Which was a useful tactic for making sure that the family of whoever you were mutilating never tried to free them. Certainly, these Diamond Dogs seemed even more feral than the ones he'd encountered half a decade earlier, when he'd led a squadron underground to explore the nest's expansion.

Back when the nest had still existed.

The hounds slobbered and panted, sticking their wet noses up against Pharynx's muzzle and barrel and he couldn't help noticing their teeth, which, like their eyes had been replaced with chunks of jagged metal. He repeated to himself that the mixture of pheromones his brother had formulated made him smell more like a pony than most of these half-metal guard stallions. Still, he was unable to hide his relief when the dogs finally crawled back into their dens, to gnaw on whatever bones the Royal Guard provided for them.

"All clear." Said the pegasus. He was an aquamarine pony, with a chunk of ruby glass where his left eye had once been and bits of silver protruding from the prosthetic across his skull. The eye was supposed to scan for changeling magical signatures. If it wasn't for the armor the bat ponies procured for him, then the guard and a dozen other ponies would have been on top of him in a second.

Did they know, any of them, how few changelings were actually left? It had been the Great and Powerful Leader's first decree after the annexation of the Crystal Empire, that Changeling-Be-Gone, another cursed invention of her avaricious tinkerers, be introduced into every nook and cranny of the newly expanded Equestria. She'd sent wave after wave of pony, draped in those hideous green suits, their muzzles hidden beneath grinning gas masks, their backs ladened with pressurized canisters.

Pharynx remembered the first time he'd taken out one of those sprayers. The mare must have never been exposed to the toxic smoke she was flooding his home with, because the second her mask was off, she was writhing and screaming just as pitifully as any of his broodmates.

That was the problem with Changeling-Be-Gone, it didn't just kill changelings. It killed everything, usually in a searing fog of writhing agony.

Did any of these guards know that? Had they seen how toxified the land had grown, out past the eastern mountains, where the sulfurous rain ran rivulets through the lichen-encrusted rock? Did they know how doomed their nation was?

Worse, if they had, would they have done anything differently? It was hard to tell with ponies. Especially nowadays.

The Canterlot Keep had been erected on the rubble of Celestia's Palace, a morbid monument of obsidian and steel, which towered over all it surveyed. It was rendered even darker by the soot of New Canterlot's smokestacks and roiling smog which had overtaken most of Equestria. It was topped by several metallic towers, known as "droners" which emitted the necessary magical energy to suppress dreaming within the capital. More of those towers dotted the surrounding landscape. Most places in Equestria, even those bastions of population that had weathered the Crystal War only needed one or two.

The keep supported seventeen and they were supposedly working on an eighteenth.

It was normally staffed with over a hundred guards, as well as a variety of diamond dogs, dragons, griffons, and minotaurs from Equestria's allies. But Pharynx's moment of entrance had been perfectly planned. It was Nightmare Night, some pony tradition that even most of them didn't seem to remember the original purpose of. And every year on Nightmare Night, the Great and Powerful Leader met with her fellow despots to discuss their plans for future defilements.

The notion of all those powerful creatures in one room sent a shiver of vengeful thirst through his carapace. It was the perfect opportunity to ensnare them all and use them as meals for the next few weeks until they were all withered, loveless husks.

Except that he didn't have the personnel for so extensive an operation. In truth, he and Thorax would have never been able to pull off this "belated rescue mission" without the support of not only the bat ponies but several other interested parties, almost as pissed off as he was. He tried not to focus on how far his kind had fallen, to be relying on ponies, the most despicably cowardly creatures he'd ever encountered, to gain access to these facilities.

It was their tradition surrounding this pointless holiday, which had provided the means for him to reach the entrance to the mines. More royalty in one place meant more guards. And that meant all he had to do was wait for the signal. Well, that and try not to attract the attention of the twenty-ton visored dragons guarding the stairs to the upper levels.

The Great and Powerful Leader stood on the balcony overlooking the crystal-coated spires of New Canterlot. Sombra's magic had proved to be quite a powerful tool, not just as a means to further cement the stability of the Princess's vacation but to ensure that defiance was the furthest thing from her subject's mind.

Well, most of them at least. They were children and like all children, they squabbled at times and whined about the rightness of her rule. But always they would return to her loving embrace, as the new goddess, as the only creature capable of saving them from the unrelenting horror of the past ten years.

"Lighting...?" She asked.

Her bodyguard appeared beside her in a flash, her mechanical wings clicking and creaking as she saluted. "Yes, Your Majesty!"

"Have the delegates from the unenlightened lands arrived yet?" There were no nations outside Equestria. Just places that had not yet embraced her as their eternal empress.

"Yes, Your Majesty. The Matriarch of Mazes and the Dragon Lord are here. The Minister of Education and the Grand Howler have not yet arrived."

Trixie sighed, then reached up and caressed the band of the amulet around her neck. It had always remained separate from her; she just hadn't realized that until the coronation. Then and only then, when it had finally achieved its goals of making her the most powerful and beloved creature in Equestria, had the velvety whispers it sent scurrying along the inside of her temples turned to a rhapsody of worship almost worthy of her resplendence.

She clutched it eagerly at the thought of tonight's entertainment. "And has our special package been prepared for their entertainment?"

"Yes, Your Majesty. She's waiting in the conference room."

Trixie's grasping intensified and her lips curled into the most cruelly serene smile. "What's the name of that pegasi who turned her in?"

"Night Flyer, Your Majesty."

"Did she happen to turn in any other traitors?" Trixie asked, gliding her hoof across the intricately filigreed surface of her greatest friend.

"No, Your Majesty. She gave us names, but every pony she mentioned had already been captured and reprogrammed."

Trixie nodded. "And what did we do with her? Night Flyer, I mean."

"We uh, gave her a cushy job in the underworks as recompense for helping apprehend such a dangerous traitor to the throne." Lightning Dust seemed to have noticed how premature that promotion was. "Would you like me to call her up?"

Trixie hmmmed briefly. But the ruby in the center of her partner, the necklace which by divine providence had chosen her to succeed the great Celestia, sang "No." The Pegasus was of no significance. Not when the real object of her aggression was downstairs waiting to be dealt with. Assimilating Night Flyer into the neural network would serve only to spoil the fun planned for her deplorable excuse for a unicorn.

"She turned in the head troublemaker, but she allowed her fellow conspirators to evade our embrace." Trixie echoed. "Did we record a video of her being rewarded for her service?"

"Yes, Your Majesty. It was broadcast over the neural channel."

"Good. Tomorrow morning, do us a favor and put her in the Memory Vault?"

Lightning Dust swallowed. The Memory Vault had been Flim's idea. And like all of his and his brother's inventions, it had originally been intended to have some kind of beneficial if not benevolent purpose. It had ended up turning the pony they first tested it on into a vegetable. It turned out the amount of magical energy required to copy and paste somepony's entire mind inside of a machine, also destroyed the original copy.

On the plus side, it made extracting information from those few ingrates displeased with her rule laughably easy.

"We'll put out a statement that she was poisoned by her former friends. That's sure to stir up anti-Equalist fervor." Trixie said.

"Yes, Your Majesty."

The Equalists were just about the stupidest group to ever attempt to reject Trixie's love. Even the centaur, who'd been stupid enough to challenge her to a duel, had understood that magic was power and that the more power you had, the more power you deserved. The Equalists believed that gifts like Trixie's mastery of mysticism or Flim and Flam's intuition for innovation were curses that inevitably brought about the oppression of less talented ponies. Of course, they did! That was the whole point. The Earth Ponies shoved at rocks and pawed at the dirt, while unicorns like her and the Flim-Flam Brothers moved the heavens. Of course, some creatures were less worthy of celebration than others. You wouldn't reward a pig for wallowing in filth...

The Equalist's insistence on stripping themselves of any useful abilities would have made them easy to snuff out if their leader had not proved so annoyingly competent. In another world, the mare could have ruled by her side, as court sorcerer. Her powers would of course have been secondary to Trixie's, but that needn't have been an issue. If they hadn't been secondary after all, she'd have no reason to worship Trixie and what greater honor could there be than to kneel daily at the hooves of the goddess who gave purpose to your worm-bitten existence?

"Lightning Dust."

"Yes, your majesty?"

"Do you think we're beautiful?" Trixie asked. She'd had such difficulty finding ponies devoted enough to her to be worthy of her affection. Of course, they could alter somepony, and replace half her brain with metal. Rip out her emotions and replace them with pre-programmed responses.

But that was the thing about being the most powerful creature in the universe. It was too easy to make creatures worship you. What was hard was making them want to do it...

"Of course, your majesty." Lightning Dust tripped over herself to adequately respond. "Too beautiful for words."

Like all the guards, she lived in perpetual fear of someday being dragged into that room, with that silly barber's chair and all those needles waiting to wiggle their way into her skull.

Trixie would have preferred it if they were more afraid of her than Flim and Flam's inventions. After all, it had been her who had torn the sun from the sky, after months of ponies trying and failing to replicate Celestia's power. It had been her who ended the war with the Crystal Empire so definitively, and who had dragged Equestria back into the peace and stability of a new golden age.

But it had been a while since she'd demonstrated her omnipotence. For PR purposes, it just wasn't good politics to go around turning ponies into mouthless, limbless monstrosities even if they were traitors.

Maybe she'd get her chance to perform one of her classic routines tonight though.

"If I asked you to be my consort, would you agree?"

"Of...course, your majesty. It would be my honor."

Trixie sighed. None of them loved her, not like she needed them to. Not like she deserved to be loved. Oh well. Plenty of time to rectify that in the future, either through more inventions or pure magic. While her mind wandered, her eyes were drawn to the horizon

"Lightning, is it just us, or is the smoke from the Everfree less...apocalyptic than normal?"

"I believe that Dragon Lord Smoulder removed some firebreathers off the burn line for personal protection."

"Ah. Remind me again why we can't just kill her and seize control of the dragons ourselves?"

Lightning coughed like she did whenever she was placed in the unfortunate position of telling The Great and Powerful Leader, the one True and Forever Ruler of Equestria, no.

"The dragons we've ummm...enhanced are stupid enough to obey simple commands. But the process of...installation removes higher thought, not instinct. So even if they remain highly aggressive, hungry, and avaricious after reprogramming. Without the coercion of the Dragon Lord, they could easily turn against us."

Trixie nodded slowly.

"It's a problem that the Royal Tinkerers have assured me they are working on."

Add that to the fucking list. Trixie had crushed the changelings. She'd turned Sombra's forces against him and laughed as they tore him apart. Now she's squashed the Equalists just as easily. Only one true foe remained.

The Everfree.

Those cursed vines just didn't know when to quit. Soon though, she'd figure out a way to wipe that miserable forest off the face of the planet once and for all. Flim and Flam were already working on a weed killer eight times more powerful than the spray they'd used to abolish the changelings. They just hadn't figured out yet how to create a vessel to adequately contain such a caustic substance.

Of course, Moondancer, her last consort, had tried to convince her that there was a "rich and complex ecosystem" existing within those woods. She'd tried to appeal to Trixie's better nature (as if everything Trixie did wasn't better on account of her doing it). She'd begged her not to condemn the deer who called those woods home to death. She'd insisted if they only recovered the Elements of Harmony, they could prevent the forest's spread and gain a powerful weapon against their enemies.

Trixie had laughed. It was the Elements of Harmony that had led to her degradation and the destruction of her home. And while she was grateful for Twilight's hubris setting her down the path to uniting with her one true love, she was not about to give anypony that kind of power.

The Elements of Harmony had destroyed Nightmare Moon. They had imprisoned that ridiculous chaos god for another thousand years of petrification. It was their power that had disintegrated Chrysalis, causing her love-swollen form to detonate with enough uninhibited mana to reduce Celestia's perfect palace to rubble and crush every pony attending Cadence's wedding (aside from that ridiculous unicorn in the vault downstairs). Who knew what they would do to Trixie or her partner if they were revived?

"Lightning Dust, where did we send Moondancer after she started laughing at things that weren't funny?"

"I'd have to check with the palace foreman. But I believe we put her in charge of cleaning your statues."

The statues were everywhere. Worse, they were all the same statues, all perfect black marble depictions of the pony's leader, rearing up onto two legs, with her forehooves ready to bash in the skulls of her enemies.

The bat ponies, who by reason of suspicion had lost access to the higher levels of Equestrian government following the change of regime, had been subsequently relegated purely to guarding these perfectly polished statues. It was a duty that made intercepting his first contact all the easier.

She was a unicorn with a frayed mane and a pair of goggles which hid crazed eyes and she muttered to herself as she led Pharynx to the service elevator. The same distrust that refused the bat ponies entrance to the Great and Powerful Leader's chambers also banned them from entering the mines beneath the keep. It was that reason and that reason alone that they had required Pharynx's assistance in reaching their imprisoned goddess deep below.

It was a terrible irony, given that it was the changelings' fault that she was down here, to begin with. But the extremity of circumstances had demanded solutions regardless of how desperate.

Pharynx didn't ask for the mare's name. He just waited until he was inside the elevator to change himself into a copy of the pegasus who'd guarded the front door. The cybernetic implants which had become standard for the Equestrian military served dual purposes. Not only did they enhance the might, speed, and docility of their hosts, but they also made replicating their form via Changeling magic impossible.

It was true that Pharynx could not shapeshift himself to have the metallic bits attached to his body. But he could, with the aid of an earring gifted by the king of the deer, whose long-suffering citizens were on the verge of suffocating beneath a billowing blanket of dragon smoke, make himself appear to have such synthetic components. The illusion was so detailed that provided nocreature attempted to touch his supposed implants, he'd remain undetected.

"Have you seen her?" The mare asked once they were on their way down to the cellar.

Pharynx glared at her; in the hope she would recognize this was hardly the time for conversation. When her smile remained unbroken, he spoke in his best approximation of the voice of the creature he'd copied. "This is my first time in the castle."

She shook her head. "Has she...called to you in your dreams?"

Pharynx narrowed his eyes. "Changelings don't dream."

The unicorn laughed. "All creatures dream silly...they need it for their brain to function properly. That's why everypony has become so easy to manipulate...when they took her away from us, they took away our ability to imagine, to believe in anything other than fear and force."

Pharynx huffed. "It sounds like they turned you into changelings."

She laughed again; an awful, fluttery, hollow sound that made him wish the elevator would just reach its destination. "You'll see...she doesn't just belong to us. She isn't just our princess...once you set her free, she will show us all the truth."

Pharynx could feel the slime of doubt creeping into his shell. The way that this pony, and the way that all the bat ponies talked about their goddess. It was wholly distinct from how he and his siblings had spoken of their queen. They had been devoted to her, entirely, as their mother and their general. But they had never attributed to her power that she hadn't been able to back up. If her tyranny had become...unuseful, they would have exiled her from the hive and elected a new queen.

The way the ponies spoke of the One Who Sleeps, was with spirituality. A few years ago, Pharynx would have gagged at the thought. But in this era, hope, of any variety, from any kind of creature, seemed...important somehow. Not because Pharynx believed there was some inherent power to positive energy as ponies had believed before their country went to shit. Only because he understood the power of morale.

He watched the sprayers bring his people low. He'd seen their swarms, blinded, agonized, pouring into poisonous fumes and plummeting through the air in shrieking confusion. He watched, as the same massacre which had infused in him the rage potent enough to repay the ponies in kind, drained all-purpose from the eyes of his comrades. And the realization not only that they'd lost all they loved, but that they were the last of their kind, was so soul-pulverizing, that any delusion, no matter how fanciful was preferable.

It was amusing all the same, to smell the love oozing from the ponies, as they described the weapon of their ultimate annihilation. They believed, mistakenly, that the creature they had imprisoned, betrayed, and abandoned, would welcome them back into her loving, umbral embrace once freed from the shackles they had imposed on her. It served only to better whet his appetite for the destruction that was nigh.

He'd be destroyed along with them, unable to appreciate the fullness of their reckoning. All the same, even the possibility of doing onto them as they had to him, was too rewarding a premise to ignore.

They would writhe and foam at the mouth just as his hive had. The only difference was that the nightmare which they were about to assist him in releasing, would never blow away on the wind, or be absorbed into the atmosphere. Nor would it burn at the body with the same intensity that it destroyed the mind.

His people would be remembered as warriors who died protecting their home after the execution of their queen.

The ponies would be remembered solely for the decades of mouth-foaming foolery that brought a frenzied and idiotic end to their once mighty empire.

"What's with all the sour faces?" Flim asked as he was swaddled into the conference room alongside his twin, by a minotaur in a white cloak. Their manservant and bodyguard was the largest and most acerebral member of the state sect they had devised following the Crystal Empire's annexation, Schmientology, a religion which consisted almost entirely of giving the two of them bits.

Of course, the prophecies of the sagacious Flim-Flam Brothers had never taken off, largely because the Great and Powerful Leader didn't like her subjects worshipping anything other than her and had made it clear that she would feed them their tongues if they ever tried to steal the spotlight again. Still, a small cult of cog-worshipping simpletons been permitted to persist, most of whom ended up as test subjects for whatever the Royal Tinkerers had most recently cooked once they ran out of cash.

"Yes, it's been a wonderful year for us all, hasn't it?" Flam asked, levitating out an electrical abacus. "Gem recovery is higher than it's ever been...the alliance has just signed a deal with the last of the griffon clans...and by this time next year, all northern opposition should be nothing but memory. More land for the minotaurs!"

The Matriarch of Mazes, who loomed twice the size of the minotaur who'd just deposited Flim and Flam into their seats on either side of the Great and Powerful Leader's extravagant throne, snorted, and the great brass ring between her nostrils raised and fell with the exertion. "You think I am stupid? First, you give us the desert and it turns out to be full of bison. Then you promise us the tundra, where the yaks turn out to be even more dangerous than the bison are."

Flim rolled his eyes as he lifted a jeweled chalice of cider. "It's not as if there's much useable land left in Equestria, madame. Between the clouds of smoke, the crystals-cluttered battlefields left behind by the war, and the toxic rain, you're lucky we ponies have anything to spare!" He smiled. "Besides, you know that with a few Earth Ponies, all that land can be made arable. It's just a matter of paying the piper."

Dragon Lord Smoulder, whose magma-cracked scales made her just as imposing as the Matriarch, despite the difference in their size, snarled and slammed her claw down on the massive crystal table. "I want to know when you will be finished with the solution you promised."

Flam raised an eyebrow. "Come now...the dragons requisitioned to deal with the Everfree are as brainless now as they were when you turned them over to us. You described them as... 'heartless brutes', traitors to your rule...and the rule of your late brother."

Smoulder's eyes narrowed. "Watch your tongue, insolent insect. Or I will do to you as I did to my brother's usurpers."

"The point is, why are you so nostalgic for their return if you hate them so vehemently." Flim chimed in. "What use could they possibly serve to you back in the Dragon Lands?"

Smoulder bared her jagged, diamond-crushing fangs, the same fangs that had torn out the throat of the last Dragon Lord. "As warriors."

Flim and Flam traded a look, then Flam leaned forward. "But once the Everfree is gone, we won't have cause to pay you for their services. What about all those gems you like so much?"

"Oh...I'm sure if you thought about it long enough, you could come up with some reason to continue your tithe." Smoulder growled, flame licking between her teeth. "We dragons are no strangers to such arrangements."

"I hope you didn't come here in a half-hearted attempt to extort me." Said the Great and Powerful Leader as she floated down from above. As she landed on the table in the center of the chamber, her magnificent star-etched cape wafted slowly to its crystalline surface and pooled around her hooves. And Smoulder, who had given herself to the Heart of the World, and felt its heat peel away her scales, still winced at the glint of the thing around Trixie's neck, the bit of enchanted jewelry that had sunken into her skin and all but replaced her actual collarbone in the process.

Smoulder stood up. "We don't need the sun to get our food, Lulamoon. Any leverage you ponies had disappeared when Celestia and her sister were killed."

The Great and Powerful Leader leaned forward and grinned. "I suppose you don't need to sleep either?"

Smoulder snarled.

"That's what I thought." Trixie turned to glare at the Matriarch of Mazes. "Everycreature needs sleep. And unless either of you plan on spending the next hundred years without closing your eyes, you'll avoid displeasing the goddess who controls your dreams!!"

As if on cue the door to the conference room burst open and Grand Howler Ajax, Successor to the Ninth Litter of the Effulgent Abyss came bounding inside. The half-dozen bulbs clinging to the bridge of his helmet rattled and flickered and gauntlets atop his pads clanged and clattered as they scraped the conference room floor.

"Lulamoon, we had a deal! I allowed you to mine in my realm and give you hounds to guard your keeps. And you were supposed to keep the nameless horrors of the nightmare world from the minds of my pups!" He snarled, pushing past Smoulder and drooling profusely over her claws in the process. Smoulder hissed in unison with the saliva, as it bubbled and evaporated against the molten rock oozing between her knuckles.

"My dogs keep complaining about dreams...bad dreams of some...power-crazed unicorn sinking the world into endless slumber!" Ajax declared.

The Great and Powerful Leader narrowed her eyes. Then she turned to Flim and Flam. "That...is not possible..." She said, trotting toward the brothers who suddenly looked extremely concerned. "That's not possible!" She shouted.

Flim and Flam traded another look, one far less self-satisfied.

"You told me she couldn't escape...you said she would never get out!!" She bellowed, her eyes glowing red as fissures of dark energy crackled through the air around her horn.

The Matriarch of Mazes quirked a look at the brothers and then leaned forward, the jewelry around her horns swinging and clinking with the shifting of her mass. "What...did you do, Lulamoon?"

Once Pharynx was in the kitchens, the unicorn directed him to the freight elevators. His second contact was waiting for him there, outside the doors. She wasn't nearly as chatty as the last one, thank the stars. But she did have the same...hollow look in her eyes as if she too had seen the strange dreams the unicorn had mentioned.

She was a pegasus, with a dark coat and a bright white mane, barely contained by the black helmet atop her head. She was the only non-bat pony guard he'd seen so far, who didn't have cybernetic enhancements.

"We have to walk through the mines to reach the lab." She explained as the doors re-opened. "Just follow my lead."

She strode forward, summoning the perfect unspoken contempt to her face, for the miners to either side of the pit railway ahead. They were all Earth ponies, most of which had the strange translucence to their skin which marked them as prisoners of the war with the Crystal Empire. The most noticeable commonality between them though, was the visors they all wore. These were green instead of red, like the ones used on the diamond dogs. Pharynx wondered briefly, what the visors showed them as they shuffled about the ever-expanding excavation, pawing at precious stones.

Then he decided he didn't want to know.

The mine was one great shaft, with curling ledges carved into the rock face all around the edges and half a dozen steel bridges connecting the labyrinth of tunnels and chambers. Illuminated only by the occasional sconce, the bottom of the shaft was unlit, creating a murky pit in the center of the mine. Chains snaked up from its depths and coiled around pulleys grafted to the ceiling. Metal buckets, hooked to the chain, descended into the pit empty and rose on the opposite side of the cable glittering with the day's haul.

"Watch it!" The pegasus said as one of the miners, dragging a minecart full of recently deposited gemstones bumped into her.

The stallion didn't even acknowledge her presence and Pharynx understood at last the staggering lack of security in this area. Of course, there weren't many guards down here...there was nothing to guard. The miners were as incapable of stealing anything as they were escaping their sunless existence. And below the Underworks, diamond dogs stood guard against anything that might rise from below.

Speaking of...

As they reached the unremarkable steel doors on the other side of the massive bridge spanning the Underworks, Pharynx could...feel something, stimulating his senses. It spoke, not in the language of the ponies, out loud. Nor in the language of pheromones which the changelings used. No, it was more like...a ripple in the air, like a passing breeze beneath his wings. Except that was foolish because they were under thousands of tons of dirt and rock right now.

F R E E M E

Pharynx wondered if he was dreaming and realized with mounting unease, that he could no longer tell.

"He's a recruit for the Vault Guard." The pegasus said as she paused in front of the stone-faced guards to either side of the gate, gesturing to Pharynx. "I have to take him to Dr. Light for orientation."

They glanced at each other, and then one of them turned to some kind of device beside the door and it lit up, spraying his non-biological eye with light. Then the doors shifted and opened without manual aid. This place was like a changeling hive, Pharynx thought, as he followed the pegasus inside.

The doors hissed shut behind them, driving the chamber deeper into the darkness than the mine had been. It was wet too, in a musty way. And cold. Occasionally its silence was broken by a faint "BEEP."

Well, it wasn't home. But it had a charm of its own that was worth admiring.

The pegasus began to move and he followed, raising his wings in case they were heading straight for a hole. Slowly, little pinpricks of light seeped out of the darkness ahead. Pharynx paused when he first saw them, but when he heard his companion outpacing him, he continued along more cautiously. Were they stars? It sounded too audacious, even for the ponies, to capture the stars and seal them beneath the earth. But all intel had indicated a connection between the younger princess and the night sky.

Bashfully, they grew with each step, until he finally recognized them as merely the bluish glare of several dozen distant monitors. The chilly glow was enough to illuminate the tangle of cables and tubes descending from the ceiling into...something, large and oblong, which the monitors seemed to surround. Above it all was a screen from which the echoing beep that had haunted their journey seemed to be originating.

"What-? Who's there!?"

A unicorn stuck his head out from behind one of the consoles, an apparatus trailing from his horn to the computer.

"It's me, Dr. Light. I've just brought a recruit with me."

"Oh...Night Glider...right...sorry...it's hard to tell sometimes...you know...what's real and...you know..." The unicorn unhooked himself from the tube and stumbled over to them, his reddened eyes squinting not at them, but at the darkness at his hooves. His coat was a lighter blue than Night Glider's. Like the sky when the sun has just gone down.

"This is Lieutenant Breeze." Night Glider said, gesturing to Pharynx. "He'll be taking for me in a few days and I was hoping you could show him around the machine. Zephyr, this Night Light. He's the unicorn who designed the machine that keeps the Princess asleep."

"That-that's not what it was for originally..." Night Light corrected. "I was trying to wake her up actually..."

Pharynx remained unimpressed.

"You uh, probably heard that the Princess was killed after the changeling attack..." Night Light said, wandering back over to the monitor and pressing several levers. As he did, Pharynx noticed his uneven gait, and its cause was revealed when the information of the screens reflected off his silvery forelegs.

Unlike the guards outside the chamber right now, Night Light hadn't had pieces of metal added to his bones to reinforce his body. His front two legs had been completely replaced with some kind of prosthetic.

"Something like that..." Pharynx answered.

He hadn't believed the Bat Ponies when they'd first told him what lay beneath Canterlot Keep, it seemed too fantastical. But the measures of security and secrecy surrounding gaining access to this chamber had convinced him that some version of their claim was true. And any chance was worth taking.

"Well, obviously, that's not the case..." Night Light said, turning toward the oblong thing as the machine around him whirred to life. Two spotlights, suspended from the four massive tubes converging on the monolith, snapped on, bathing the pod-shaped device in the center of the room. Or more specifically, the glass window on its center contained a dark-coated alicorn suspended by spools of cable, many of which appeared to be piercing her skin.

"She wasn't in the immediate blast like Celestia or Cadence...or...me..." Night Light lifted one out a little laugh. "She uh...she wasn't drained of her power either, like the two of them had been. She was asleep, upstairs, at the time. Of course, when the castle collapsed around her, she...uh...ended up in a coma..." He turned to the two of them. "I...I tried to wake her up...I couldn't...I..." His eyes drifted to the floor of the chamber. "Night Glider...my wife is she...? Did you visit Canterlot Clinic, like you said you would?"

Night Glider cleared her throat. "We can discuss that matter after Lieutenant Breeze has finished receiving his training."

Night Light nodded slowly. Then he rushed back over to the monitor, suddenly all giddy. "Anyway, The uh, Great and Powerful Leader, she let me monitor the Princess' state. Of course, I had to redesign the machine...especially since now it's supposed to keep her asleep..."

"This machine is the only thing keeping her from waking up," Pharynx asked, marching over to the window and pointing with a hoof.

"Hmmm...the tubes up there pipes in gas. But that only incapacitates the body...once she recovered from the coma, we had to find a way to keep her out of ponies' dreams. That's where they come in."

Night Light gestured to the other chairs facing the monitors and for the first time, Pharynx noticed that there were four other ponies in this room, all in miniature versions of the one in the center. And all with more tubes running from their capsules to the central cell.

"It takes the full attention of four ponies to suppress her telepathic abilities." Night Light said, absently. "We found that out through...trial and error."

Pharynx moved to inspect one of the podded ponies. It was a filly, with a golden coat and strawberry hair. Her eyes were closed and there were more tubes, going into her muzzle and her mouth. Something slimy and gray slid down one of them and into her throat.

"Duh-don't worry about them." Night Light chuckled. "They get to dream whatever they want...forever." He said with a chuckle. "They volunteered for this. It means they aren't forced to live with what the world's turned into..."

"What happens when they die?" Pharynx asked.

Night Light swallowed. "Well, their vitals are monitored, just like the princess. That beeping sound you're hearing, that's a brainwave monitor. If it ever goes over 4 Hz, it means she's growing lucid."

"Okay, so you know when these ponies are about to die...what do you do then?"

"Well, in that case, I put my hoof on this sensor here..." He motioned to a glass circle on the console. "...and we take the older volunteer out and uh...hook a new one in."

"And I'm assuming your hoofprint is the only way that happens," Pharynx asked.

He chuckled. "No, uh, the Great and Powerful Leader she-she can also activate it remotely if she wants to...I don't know why she would though..."

Pharnyx nodded and shifted to inspect another of the pods. As he did, he stumbled over something long and banded that he'd mistaken for a hose.

It was warm, and slick with something that made him want to bathe in acid. And it twitched after he touched it and then began to lift and curl reflexively.

It was a tail. The tail of a hydra, a thirty-foot tall, shadow-scaled behemoth, with its ropy necks wrapped around the machine keeping the princess unconscious. Blood-red visors gleamed over each of its many sets of eyes.

"Oh, don't worry...that's just Lerna." Night Light said, without evening looking away from the monitor. Whatever he'd imagined coming out of the darkness earlier, was worse than this.

"She won't attack unless anything happens to Dr. Light or anycreature tries to damage the machine." Night Flyer said very pointedly.

Pharynx nodded, slowly. It was so tempting to do just that, to start smashing surfaces and yanking out wires. But it would take too long to destroy the machine and it would set off too many alarms. The guards would be inside and on him before he had a chance to do any permanent damage.

Night Flyer coughed and then stepped over to the console. "Now, about your wife..."

"Oh! Yes! Has she recovered? They-they said that I could come see her once she was awake...please, it'll only be for a few hours and then I'll be back here, I promise!"

Night Flyer took a deep breath. "Why don't we discuss this privately, doctor? Lieutenant Breeze, guard the machine until we return."

Night Light's face fell, then he nodded, numbly. Like a pony on his way to the gallows, he trod into the darkness as Night Flyer led him away from the machine.

Pharynx maintained his salute until they were gone. Then he trotted over to the monitor and after making sure that the hydra wasn't looking his way, he shifted his form again. This time, he was a middle-aged unicorn, with a blue coat and a cutie mark that looked like the moon.

Lifting a hoof into the air, he took a deep breath. The ability to shift his form had never been put to such a stringent test. Either his hoof would be identical to Night Light's and the machine would recognize him as such. Or...his abilities would prove imperfect, and all of this would be for nothing.

He pressed his hoof to the little divot in the console and prayed, although to whom, he did not know. He held his breath as the machine read the chips and grooves in his hoof.

Then it glowed green and there was a click as the first of the four capsules opened.

The whisper returned, louder this time and closer...so close he could feel the heat of the breath on his ear. It took every ounce of restraint not to look behind him like a frightened grub.

Pharynx had fought on countless battlefields. He'd witnessed the vicious slaughter of his hive. But the thing behind the glass, the thing which he was now sure could see him just as well as he could see it, was somehow worse than Queen Chrysalis had ever been. It should have been silly, being afraid of a pony, even one this old and powerful. Even the ponies acknowledged they were too squishy, too vulnerable to survive in the New Equestria. Why else would they have altered themselves so painfully?

But this thing...it wasn't a pony, was it? Ponies lived and died. They had magic. They could manipulate the world around them. When Celestia had died, the sun had refused to move. It wasn't until the Great and Powerful Leader took over that she was able to coax it into regular rhythms. It had taken permanently sapping the magic from a dozen unicorns to replicate what Celestia had accomplished effortlessly. The same applied to her sister.

She hadn't manipulated the moon to move across the sky. She WAS the moon. She hadn't manipulated the dreams of ponies like its wardens. She WAS dreams. She dwelled as much inside each and every one of their minds as she did right here in this chamber, regardless of any gas or any "telepathic suppression".

She only said one word to him. But she savored that word so viciously, he couldn't help but tremble at the magnitude of its implication.

Y E S

Minister of Education Neighsayer had arrived to find the council chamber even more disruptive than usual. He sometimes wished he could send them all to detention and be done with it. They were all young creatures...the so-called Dragon Lord was barely out of her shell. They acted their age, reinforcing what he had always known. If you permit a foal to become a brat, they will never become anything more.

The same had applied to Princess Celestia, may the stars covet her soul, wherever in Tartarus it surely was. She'd been raised by parents who would literally move the sun and the moon for her. No limitations, no restrictions. Just a thousand years of ponies kissing her hooves. It was that self-righteousness of hers, her insistence on allowing creatures like griffons and minotaurs to mingle with ponykind, which had allowed the Changelings to crawl in under the door.

Neighsayer would have liked to say that Celestia got what she deserved for that one, but it was hardly fair that because of her incompetence and naivety, they would be reduced to cooperating with their greatest enemies. Still, even Celestia, incompetent and naive as she'd been, was a preferable leader to Trixie and the twins, all three of whom were too narcissistic to care about protecting Equestria's youth and maintaining the security of its borders.

"Neighsayer! You have that...helmet-thingy which lets you read foal's minds, don't you?" Trixie said, with a stomp on the table.

Neighsayer removed the aforementioned helmet, a bit of circuitry which allowed him to monitor the thoughts of Equestria's student entire body for unsavory notions. "That is correct..." He hadn't been listening to any of them, so he had no idea what it was they'd been arguing about. And if he was lucky, he never would.

"Have you caught any of them dreaming?" She demanded.

"No, of course not. Ponies can't dream anymore, thanks to those wonderful devices of yours, right Flim?" He asked, lifting an eyebrow.

"See?" Flim said, trying to appease Trixie with a cheesy smile. "I told you! The towers are working better than ever."

"Of course, I did catch quite a few daydreaming. That's why I was late." Neighsayer said, using his horn to levitate the helmet closer so he could polish the various dishes on it with the edge of his cloak. "The only reason it set off the device was because of how dangerous their line of thinking was. They were all fantasizing about one unicorn rising and bringing an end to civilization as we know it. I figured it must be some story they told to each other since they were all daydreaming the same thing, so I had them punished and put in solitary..."

He looked up from his polishing to see the horrified faces around the table.

"What? Is it something I said?"

Pharynx stood and watched, as the window of the central capsule began to shudder. He stood and watched, as the pony in the opened capsule coughed and hacked up silver sludge, begging to be plugged back in. He stood and watched, as the echoing sobs of the real Night Light morning the loss of his long-dead wife bounced off the stone walls of the chamber.

She was so...beautiful. He didn't know how he hadn't seen it until now, but she was...radiant. She was an angel, wrapped in a tapestry made from every constellation. She was a serpent of pure death, invisible beneath the new moon, sliding between the blood-splattered boughs and slithering inside through the most unyielding bedroom windows.

She was a glittering masterpiece of coruscating teeth in a black maw as big as the horizon.

And she was devouring him. Every thought, every unspoken desire, every undiscovered need, was pouring into her...and feeding her malnourished form. And her wings would soon close around him and welcome him into her realm so that he might walk sky-clad across her starry dreamscape.

He knew he had to turn away now if he ever wanted to see his brother again. But none of that was real. That world, which was bathed in ash and betrayal, was too cruel and too boring to ever be real. This was. This was every song he'd ever heard, every calming trill of wings, every succulent snack of love, every coveted perversion and stolen joy, all rolled up into one and served in a bottomless trough.

He walked forward, dropping his disguise completely. He didn't know if Lerna was being affected by her waking up the same way he was. But he didn't care. He wanted to show her what he was, just like she was showing him.

He smashed the glass with his hooves while the distant sobbing and the croaking pleas turned into wails. Then they were cut off entirely. It was just him and her.

She wanted him to kiss her, to complete the compact. It was an old kind of magic. A fairytale about a pony princess high up in her tower, dreaming forever above a kingdom overcome with vines. Waiting for her prince charming to kiss her and break the curse of a jealous witch.

She was awake. She'd been awake for a long time after she'd become resistant to the gas. After she'd wormed her way into the minds of not just Night Light but every single prisoner in the mine outside. She'd spread like a virus, jumping from dreamer to dreamer, her caress infinitely subtle but always appreciated.

She'd selected him. Out of all the creatures to come and lift her from the spell, she'd wanted him.

He should have been disgusted. He should have been horrified. He wasn't attracted to ponies. Ponies had their bones on the inside of their bodies. Ponies were lumpy, fleshy things that were trapped forever in the same ugly form.

But she wasn't a pony. And to kiss her would be like kissing the night. No, it would be like kissing the idea of the night, with all the myths about it, and all the fear-steeped, lust-drenched secrets it enshrined.

He leaned forward and took the form that she most desired before he pressed his lips to hers. A chaste exchange for a passionate moment, rich with a thousand years of virginal hunger.

Then she opened her eyes. And the world ended.

"What did you do!?" The Great and Powerful Leader snarled at the unicorn in the cage.

Starlight Glimmer, who had been beaten, stabbed, and enchained in the hours preceding this meeting laughed. The inhibitor ring around her horn gleamed uselessly, as her chuckles filled the room.

"Take a guess." She said, with a smile.

The Great and Powerful Leader's rage only progressed to hysteria, and she slammed her hooves into the bars, rattling the cage as she shouted her commands. "WHAT DID YOU DO? WHAT DID YOU DO?!"

That was when the lights went out. Several horns lit up the room and the guards who were stationed along the wall of the room readied their lightning launchers and steel-cutters.

Then a whimper filled the room and the Grand Howler Ajax, Successor to the Ninth Litter of the Effulgent Abyss, sprinted out the nearest exit, blubbering apologies to his "queen".

There was a clatter, a second later, of bits of metal hitting the ground. Then the Matriarch of Mazes began to shriek in a very unladylike way. She tore at her priceless silk garments, then at her fur and her horns, before lurching away from the table and slamming her head into a pillar. At first, it seemed like an accident, caused by her panic and the dim light. Then she did it again. And again.

And again.

No creature tried to stop her. But they all watched, except for Dragon Lord Smoulder who was smiling, dreamily and muttering something to herself about beat poetry. No sooner had Smoulder passed out, than Neighsayer grabbed the helmet and slid it atop his head.

Starlight met his terrified gaze and shook her head slowly as it dawned on him how little protection it would serve. She watched, as the violent impossibilities of a thousand schoolchildren crashed down upon his strictly ordered mind. She watched as his body twitched with every psychic indignity, as he was stoned, burned, buried alive, drowned, and drawn and quartered by their adolescent imaginings. It must have been so terrible, to die and then die again and still know that your torment was not over.

He clawed at his eyes with his hooves as he fell from his seat and sought refuge somewhere under the table. Starlight thought she heard him whimpering something about not having any lunch money. But she couldn't be sure.

Not when Flim and Flam were making such terrible choking noises. It sounded like their most devoted follower had turned against them. Except that wasn't true. The minotaur who had served them so dutifully for so long appeared to have passed out as Smolder had. Or perhaps he'd died of terror like all the guards.

The twins were strangling each other.

Trixie shouted at them to stop, commanding them with every bit of royal bluster she'd adopted. She was too busy staring at them beating each other to a pulp, to see the massive, black silhouette rising out of the table between her and Starlight. It was not Nightmare Moon that had returned from the depths below to bring equality, to bring peace, to return harmony to the land.

It was Princess Luna, the last heir to the alicorn throne.

And she was so much worse, now that she was royally pissed off.

Trixie screamed when she saw the grim reaper figure looming over her. Then she began to tear at her neck, just as the others had attacked themselves. Starlight wondered what it was she was imagining. Bugs under the skin? A snake as thick as your leg? Or something worse?

It took a second to realize that Trixie was trying and failing to remove the bit of jewelry that had fused with her chest. There was blood and...other...worse things. But she couldn't get it off. Or maybe she already had, but she couldn't tell. How could any of them tell, when the barriers between dream and reality had just become nonexistent?

All over Equestria, creatures of all kinds were waking up. Or going to sleep...six of one, half a dozen of the other.

Starlight smiled as Luna finally put Trixie out of her misery, sending her running screaming out the nearest window, to be impaled on one of the spikier bits of rampart.

Then she turned to Starlight and Starlight quivered and bowed. She had no idea what the princess would do, now that she had incapacitated all who opposed her. But she was prepared for whatever terror might be unleashed. Whatever it was, it couldn't be worse than the previous regime.

The door to the cage opened, the chains melted into darkness, and a hoof wrapped around one of hers. She limped out onto the floor of the chamber and stared up into the gleaming white eyes of her rescuer.

"Thank you...thank you so much!" Starlight said, throwing herself to the floor and sobbing in relief.

"Shhhhhhhh...." The hoof, still clad in a magnificent magic horseshoe, smoothed over her blood-caked mane. Then all the exhaustion that Starlight had been carrying around flowed freely.

"...Sleeeeeeeeeep..."

No creature was quite certain what dwelled in the Valley of Thorns. Most creatures said nothing, that the vines had always been there and always would be. A few, intelligent creatures pointed to the collapsed structures and moss-coated unicorn statues and argued that a civilization had once existed there, one whose citizens must have worshipped the legendary creatures known as ponies.

But an even smaller group, of those who were exceptionally immature and foolish believed the old legends. They claimed that ponies themselves had existed there and had once been the most powerful creatures in the world. They claimed that the ponies had entrapped a being of ultimate power, who'd burst forth from the vine-strangled landscape after two thousand years of imprisonment to revenge himself upon the world. And they claimed that the pony's princess was a goddess, who could move the moon and the sun, and who had secreted away all her subjects into the land of nod.

Most importantly, they said that when a creature was finally brave enough to penetrate her overgrown kingdom and ask for her hand in marriage, she would return, and bring her dreaming subjects with her, and a new age of unfiltered magic would flood the world.

No creature believed them though. After all, everycreature knew that the moon and the sun were moved by gravity. And everycreature knew that dreams were nothing more than the crackle of static between synapses.