//------------------------------//
// The Nightmare Engine Chapter 3 
// Story: The Nightmare Engine 
// by H3ph3stus 
//------------------------------//

	The elevator shaft was a pitch black tunnel of steel and concrete, the sound of its wings thundered off the solid walls, blending with the roar of the wind that raced past its ears. It slowed the beat of its wings as it approached its destination, clasping the steel cable between its chitinous limbs. It hissed quietly as it scurried up the cable, dangling in front of the door. It’s eyes glowed as it willed the door open and leapt out, expertly shifting its form so it exited the door as Rose Tailor. It looked down the hall, making sure that the coast was clear, it was. It sighed and turned around to enter its glamour’s office, coming face to face with a bemused-looking orange earth pony.
“Luna’s mane!” the somewhat pudgy manager said. “Didja hear the racket that thing was making, Miss Tailor?”
“Err…” it paused. “Racket? What racket?”
“Some awful buzzing sound!” he said explanatorily. “I suppose elevators are pretty well insulated, but still! It was like a lawn-mower or something!”
“If you’ll excuse me,” it said, turning down the hall.
“O-oh, sure!” he stammered. “Sorry, I didn’t mean to–”
The elevator dinged as the door opened, a young-looking unicorn mare blinked in confusion. “Sorry! Wrong floor!”
She pushed a few buttons and the door closed again, the elevator continued down the building.
“Huh…” he muttered, not noticing the ‘mare’ before him slowly beginning to crouch, “Say didn’t you just come u–?“
There was a thunderous buzzing noise followed by a short, terrified yelp before silence one again.


The Doctor’s ears perked up in the elevator, his hackles beginning to rise.
“Doctor?” Twilight said with concern. “What is it?”
“Didn’t you hear it?” he said quietly.
Twilight listened; all she could hear was the low droning of the irritatingly unctuous elevator music. “Hear what?”
“Trouble…”

(Dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da etc)

DOCTOR WHOOVES
Episode 3
The Nightmare Engine: Part 3

Starring:
The Doctor
Twilight Sparkle 

Featuring: 
Rose Tailor
Mop Up
The Victor

The Doctor and Twilight Sparkle exited the elevator, The Doctor looking up and down the hall suspiciously. Twilight noticed the hard-edged look in his eyes, the same sort of cold burning she had seen in their first adventure together. 
“Doctor…” she started before he raised his hoof.
“Twilight, can we please leave the introspective mumbo-jumbo for later?” he said, his eyes scanning the hallway before turning to her with a smile. “After we figure out what’s going on here, and over a basket of chips for preference?”
Twilight sighed and nodded. “Alright…so, why are we looking for Rose Tailor?”
The Doctor went stiff and snapped around to face her. “Excuse me?!”
“Rose Tailor…” she said cautiously. “The program manager of CNN?”
“Oh! Tailor, as in…right, of course! I just…hmm,” he mumbled, looking across the hallway, his eyes lighting up with relief. “Anyway, I think I just found her office!”
“Well, that’s convenient,” Twilight said as she read the plaque on the door. 
“Practically contrived…”
“What?”
“Nevermind,” he said rapidly. “C’mon, let’s investigate!”

They quietly entered the darkened room; the office itself had a large lobby with a dozen comfortable-looking chairs against the walls. The floor was hard tile that clacked as their hooves set down for each step, forcing both Twilight and The Doctor to carefully control each pace forward.
“Doctor,” Twilight began to say.
“Shh!” he hissed quietly. “What?”
“Sorry,” she whispered. “What are we doing in here? Why are we being so sneaky?”
“Because…” The Doctor said, pointing at a small green splotch on the floor. “…Of that.”
“Changeling slime?” she said, examining it. “So? Doctor, there were tens of thousands of those things and they got everywhere! I’m actually surprised that there isn’t more of this stuff, they must have a really kick-flank custodial service around here!”
“Exactly!” The Doctor said, pawing at the gelatinous spot. “This place is spotless, everywhere else in this building is practically museum-exhibit clean! Why would there be even a single spot left, let alone one in the PM’s lobby?”
“You think a Changeling managed to avoid the love wave?” Twilight said.
The Doctor manfully suppressed a laugh. “–Snerk!– ‘Love wave’? Really? Sometimes I forget how silly this universe can be, it’s got a great sense of humor, that’s for sure!”
“Doctor, this is serious!” Twilight exclaimed. “A Changeling could still be in Canterlot! Do you have any idea what this could mean?”
The Doctor waved dismissively. “Twilight, I just came back from the era that birthed these things, they were basically the goombas of the time!”
“Goombas?”
“What, this universe doesn’t have Mario?” The Doctor said.
Twilight blinked, “Who?”
The Doctor shook his head and patted her on the shoulder. “You poor, deprived creature…”
“Doctor!” she said, frustrated. 
“Relax! What I’m saying is, how much trouble could a single Changeling cause?” The Doctor said as he scanned the ceiling. “Poor thing probably just wants to feed; their normal M.O. is much less intrusive than you’d think. Normally folk don’t even notice when they’ve been, it’s how they’ve survived all this time.”
“Then why all the sneaking around?” Twilight said anxiously. “What’s got you so on edge?”
The Doctor pulled out his sonic screwdriver and trilled it through the air. “Because it’s likely that it’s none-too-happy about that whole ‘love-wave’ business, so it’s probably hungry and scared, a very bad combination. Could be a serious distraction…”
Twilight scanned the room with her horn alongside The Doctor. “Distraction from what?”
“From finding out who’s sending those transmissions and why,” he murmured, inching his way towards the officer door.
Twilight examined the door lock and shrugged. “What if the Changeling, if it’s even here, is the one behind it all?”
“Ha!” The Doctor scoffed “Not even getting into the magitechnical logistics of this sort of operation, but Changelings feed on love, not fear! Why would a Changeling risk its life to spread an emotion it can’t even use?”
“Why would a Changeling queen imitate an Alicorn despite knowing they’re immune to telepathic-synchronization?” Twilight retorted. “I’m telling you, none of this business with the Changelings makes sense! We should at least entertain the possibility.”
“I guess it is possible…” The Doctor said, running his sonic screwdriver over the locked door. “…Anyway, we should find whatever we’re looking for in here!”
The door swung open and a startled noise greeted them. Twilight and The Doctor exchanged glances and switched on the light. The two carefully entered the seemingly empty room. 
Twilight’s horn glowed menacingly. “Whoever’s in here, by order of Princess Celestia, reveal yourself at once!”
“Very good, very authoritative,” The Doctor muttered.
“Quiet, I’m making an impression,” she whispered before turning back to the room. “You have three seconds to come out, after that and I start rearranging furniture!” an incrementally louder trilling sounded through out the room. “Three…twooooo…”
“Alright!” a voice said frantically from behind the desk. “Alright, I’m coming out! Please, don’t hurt me!”
“See? Results,” Twilight muttered aside to The Doctor before turning to the desk. “Come on out, slowly!”
A haggard earth stallion inched out from behind the desk, a look of terrified apprehension on his rounded face. “Please don’t hurt me! I wasn’t doing anything, I was just hiding in here!”
“Hiding?” The Doctor said, walking over to the stallion and grabbing his face. “Here, look at me. Hiding from what?”
The stallion looked confused for a moment, wavering under the intensity of The Doctor’s stare. “Uhh…f-from Ms. Tailor! I dunno what I did, but I started talking to her in the hallway and she just attacked me!”
“Attacked you?” Twilight exclaimed. “Why?”
“I don’t know!” he cried, growing more and more uneasy with The Doctor’s examination. “I heard she was under a lot of stress trying to cover the Changeling Invasion, but it was like she was trying to kill me! Luckily I managed to grab her keycard and lock myself in here! She was kicking at that door for about a minute before something seemed to scare her off!”
The Doctor unceremoniously dropped the sweating stallion. “Well, he’s telling the truth and he isn’t a Changeling.”
“Changeling?!” he gasped. “Where?!”
“Can you tell us anything about what’s been going on with Ms. Tailor recently?” The Doctor said, inspecting the desk. “Aside from the attempted homicide–er, I mean–equucide.”
The pudgy stallion furrowed his brow. “I’m not sure, really. I hear she had a particularly bad reaction to them, she was scared stiff for days! But then, like magic, she just came into work one day and began to run everything again. The day after her return she announced that she was going to oversee those information programs on the Changelings. Ever since then, she’s been a little…snappish. I just chalked it up to stress, y’know…”
The Doctor nodded, checking his screwdriver for readings. “Yeah, stress can do that–is she a unicorn?”
“No…earth pony,” he said slowly. “Who are you, again? I think I heard you say you worked for Celestia?”
The Doctor smiled wryly and activated the desktop computer. “Yeah…but, in a way, don’t we all?”
He turned to Twilight, who rolled her eyes and clicked her tongue. “I’m Twilight Sparkle, personal apprentice of the Royal Sisters. He’s a…special case operative, codename ‘The Doctor’.”
“Hah! Codename!” The Doctor said happily. “I like it!”
“Anyway, we found something unusual about the broadcasts earlier today,” Twilight said. “So now we’re investigating.”
“Understood,” the stallion said with a nod. “Well, if you need my help with anything, just ask. I’m a manager, y’know, I have passwords and such!”
“Say…” The Doctor said, walking back over to the stallion. “I don’t think I ever caught your name, may need it if I’m going to write my dissertation.”
“O-oh!” his eyes darted back and forth nervously. “I-it’s–”
“No!” The Doctor raised a hoof. “Lemme guess…hmmm…noun-verb or verb-noun? What do you do?”
“I’m a manager…” he said slowly. “I manage things…and stuff.”
“Hmm!” The Doctor scratched his chin. “I got it! Over See, right?”
“Uhh…” ‘Over See’ stammered.
The Doctor threw his head back and laughed. “No, I’m joshing you! I read your file on the computer!”
“O-oh!” Over See exclaimed. “I thought you were a mind-reader or something!”
“I wish!” The Doctor said. “Now, what is it that you oversee, exactly, Over See?”
“I manage, uh, censorship and help enforce, uhhh…standards and practices,” he responded, still visibly unnerved by The Doctor. “Why?”
“I might be able to use you, then,” The Doctor said. “Those programs were far too alarmist for Equestrian television. What sort of strings did Ms. Tailor have to pull to get it on the air, hmm?”
Over See pawed at the ground nervously. “W-well, she kind of went over my head at that point. Called in a bunch of honchos and hotshots to get the thing through, so I’m afraid I’m not much help. But the secretary’s desk in the office waiting room should have a detailed list of the ins-and-outs for the past week, though!”
“Ah!” The Doctor said with a nod, he turned to Twilight. “Could you run out and get those, please?”
Twilight nodded and left.
“It’s funny…” The Doctor said, waiting for her to leave the room. “…Your profile says you’re a manager-editor of local-broadcast commercial jingles, not censorship.”
Over See went ram-rod stiff before cracking a nervous smile. “W-well…pretty girl in the room, thought I’d impress her…c’mon, look at me, I need every advantage I can get, right?”
The Doctor nodded and shrugged. “I’m quite sure I have no idea what you’re talking about.”
“Well…” Over See said, drawing out the word in a familiar way. “That’s not entirely true, is it?”
“What?” The Doctor said, an inexplicable shill racing up his spine.
“The way you look at her, the way you banter…” ‘Over See’ said, his voice a far cry from the tremulous whimper it was before. “…The…aura you give off.”
The Doctor slowly turned around, his hard blue eyes meeting the almost glowing emerald eyes of the smirking ‘stallion’ before him. 
‘Over See’ continued to talk, “I must say, you’re a very difficult read. It’s not ‘love’ I see, but it’s so far from any other emotion I’m familiar with that ‘love’ is the closest I can get, ‘horror’ being a close second. Complex emotions for a complex being.”
“You’re…” The Doctor said quietly. “…Different from the others. You’re more…complicated.”
‘Over See’ laughed, it was a cold hard sound. “You should talk! Pony on the outside, Eldritch Other on the inside! Calling you ‘complicated’ would be like recounting a rainbow by saying ‘it had red in it’: A technically accurate but grossly inadequate description.”
“What are you?” The Doctor said coldly.
The creature before him smiled, his mouth now filled with razor sharp teeth. “Me? Heh heh heh…”
In a movement to fast to see the creature opened its mouth and a barbed tendril shot out, picking The Doctor in the neck before retracting in an instant. The Doctor blinked, there was a sensation somewhat like pain racing up his neck, but a thick, almost gelatinous wave of numbness seemed to outrace the it. It spread up and down his body until he felt his front legs give out, his back legs following after a token resistance. 
A single blue eye looked up at the creature, a wide toothy grin on its face. “…I’m The Victor.”
“Doctor! I found the notes, it looked like she…” Twilight said as she entered the door, words dying in her throat. “What–?”
“I assure you…” The Victor said calmingly. “…There’s a completely satisfactory explanation for all this.” The Victor opened its mouth and the tendril shot out once more, pricking Twilight’s neck in a tenth of a second. “There. Satisfied?”
Twilight’s horn glowed and began to spark, she gritted her teeth and took a step forward only to have her front legs fold out from underneath her.
“Now…” The Victor dropped its glamour and grinned at the two interlopers. “…The fun can begin.”


The Doctor groaned and rubbed his head. “Oooh…my oh my, those Changelings know how to party…” he looked around, seeing Twilight and two other ponies in a circle of light no more than four meters across, beyond the circle was an abyss so pure The Doctor knew that wherever they were, it wasn’t the CNN building. “…Well, this doesn’t look good.”
Twilight stirred, a low groan emanating from her. “Doctor…remember what I said, about entertaining certain possibilities?”
“Twilight…” The Doctor sighed.
“And I think you said it might be a ‘serious distraction’,” she shakily rose to her feet. “It looks rather hale and hearty for a ‘hungry and scared’ creature!”
“Now is not the time!” he said, gesturing at their surroundings. “We’re in a bit of a spot, at the moment!”
“Oh, you think?” she scoffed, looking around. “Looks more like a ‘dot’ to me, maybe a ‘splot’, or even a ‘blotch’!”
“Would you two kindly shut up?!” the blonde-maned mare seethed as she sat up. “Whatever that thing dosed us with left the inside of my head in something of a state, and your bickering isn’t helping!”
“Mu-m-muuuu…” the youngish stallion stammered as he regained consciousness. “…Y-yeah.”
“Who’re you two?” The Doctor said.
“Ah-ah-ah!” a voice said from the darkness above. “I believe we’ll all benefit from a healthy bout of group discourse! Why don’t we all introduce ourselves, hmm?”
“A touch dramatic, isn’t it?” The Doctor muttered.
“Oh, you have no idea!” the blonde mare said curtly. “Full-tilt diva, this one!”
“I’ll be your venerable host this eternity/however long I allow you to live, I have no name but my title is The Victor!” the voice said, it seemed to come from everywhere. “I never truly understood my place in ‘her’ plan or how it related to my title until today! But now, I know! I am The Victor, and I–”
“Question!” The Doctor said calmly. “Who’s ‘she’?”
“What’s her plan?” Twilight added. 
“And when will you get on with it?” the mare muttered snidely.
“…Eager, aren’t we?” The Victor said flintily. “Well then, let’s get on with it, shall we?”
A pillar of light shot down and encompassed the blonde mare. “Name, profession, and fear, please.”
“Uhhh…Rose Tailor, Program Manager at CNN and…I’m not sure…”
“Insects,” The Victor said pithily. “Well, just any conglomeration of swarming, buzzing, angry things, really. Stems from a childhood trauma involving bees.”
“Next!” the light set down on Twilight. “Second verse, same as the first!”
Twilight rolled her eyes and looked at The Doctor, who nodded. “Twilight Sparkle, professional student, and uhhh…failure, I guess.”
“Very astute!” The Victor cheered. “Yes, a deep-seated fear of failure brought on by the near-constant pressure of being Celestia’s pupil since early childhood. Always having to be the best, always having to prove yourself to her, to your peers, to yourself that you’re worthy of your position! The slightest misstep, the smallest slip-up and you’re back in…kindergarten? Bit of an overreaction, don’t you think?”
“You’re reading our minds, aren’t you?” Twilight said flatly. “You know, this whole ‘I know your fears’ stuff is a lot less effective when you can just read our minds. You’re not impressing anyone.”
A low chuckle filled the air; something in it cause her hackles to stand on end as another spotlight shone down, this time on the earth pony stallion. “Next. Explain yourself.”
The stallion began to sweat profusely, his lips twitching as he tried to spit out the catching words “M-m-m-muh-muh-mmm! …Muh-Moh-mmmm!”
“Come on!” The Victor said, a sort of cruel joy in its voice. “Spit it out! Duh-duh-don’t you want to make fruh-fruh-friends?”
The poor stallion lowered his head and continued to try and mouth out the words, Twilight could see a tear rolling down his reddening face, she turned to the blackness outside. “Stop it! You think you’re intimidating, picking on ponies who can’t defend themselves? You’re just a bully!”
The stallion’s head snapped up, a look of sheer terror on his face as a voice that was simultaneously his but with The Victor’s inflections resonated from his mouth. “Hello! My name’s Mop Up, I’m a janitor, and my greatest fear is being around other ponies and existing in general! My life is constant misery!”
Mop Up collapsed into a panting heap as The Victor’s high cruel laughter rang through the air. “On the nose, maraca-mouth!”
Twilight and Rose rushed over to help the stallion when the final spotlight shone on The Doctor, who simply looked up at the light with a cold look in his eyes. “Now that we’re all friends…”
“This isn’t about them, is it?”
“No,” The Victor said calmly. “This is about you, Doctor. I was just getting all that simple stuff out of the way, because when it comes to what you fear…well, things get complicated. And who knows? Maybe once they witness what actually goes on in that mind of yours, perhaps they’ll see just how insubstantial their own phobias and insecurities truly are…before they go stark raving mad, of course!”
“You think you scare me?” The Doctor said coldly. “You think you’re saying anything I haven’t heard literally countless times before? You eat emotions, specifically fear, this isn’t new for me!”
“Oh, I know!” it responded. “But the beings you faced were rank amateurs compared to me! They only knew their one emotion; they painted with just one color! I am an artist! The full spectrum of emotion is mine to command, to manipulate, to channel! Trust me Doctor, I am no simple fearmonger, I am The Victor!”
“That’s nice,” The Doctor said with a sigh. “Well then, scare me. C’mon, are you just going to prance about, or are you going to act?”
“Very well…” The Victor said, its voice now coming from a point directly in front of The Doctor. “Here I come.”
A tall equine shape emerged from the abyss, it appeared to be a Changeling but it was much larger with a writhing harlequin mane and glowing green eyes. It gave a wide shark-like smile, the tooth-bearing expression synching with the calculating cruelty that glinted in the creature’s eyes. It was certainly cunning, possessed of a dangerous combination of intuition and ruthlessness, but The Doctor had faced cunning before.
“So,” he said quietly. “What now?”
“We–” The Victor said before a purple lighting bolt passed through its chest, causing the image to ripple slightly; The Victor donned an unimpressed expression. “Doctor, tend to your pet will you?”
The Doctor turned around to Twilight, her horn still glowing and her expression shifting from anger to mild embarrassment. “Twilight, he’s not really there, and we’re not really standing in some abstract domain of vague menace. It’s a projection, probably some kind of gestalt psychic link in a secure location.” He turned back to The Victor. “Some place secluded, some place only a few people even have access to, let alone actually go often. Some place…warm? Yes…a bit humid too, with a touch of rust in the air. A boiler room, or the Equestrian equivalent at least, right?”
“Er…” The Victor blinked as the smug expression fell from its face. “…Eh, lucky guess.”
“Actually, I can access my external senses while unconscious or otherwise psychically indisposed,” The Doctor said, closing his eyes to concentrate. “So! Let’s get to delving into my darkest nightmares, hmm?”
The Victor sighed in irritation. “I can’t help but feel that you don’t quite comprehend the gravity of the situation.”
“Oh, I comprehend!” The Doctor said, stepping out of the circle of light, causing a textured plane to manifest from the darkness. “But if you can read my mind, then you should know I’ve been in tighter situations than this!”
“The Doctor’s seen things that you can barely even contemplate, Changeling!” Twilight said, looking The Victor straight in the eyes. “To him, whatever you’ve concocted is a sweet dream!”
The Victor blinked and Twilight disappeared in flash, an unpleasant smirk tugging at the side of its mouth. “Sweet dreams, then.”
“Twilight!” The Doctor raced forward, looking around frantically. “Where is she?! If you’ve done anything to her I’ll–”
“Oh, don’t be so dramatic!” The Victor scoffed. “She’s perfectly safe…physically.”
“If anything happens to her, I’ll make you sorry,” The Doctor said coldly.
“I know you will!” The Victor nodded, retrieving a memory. “Ahhh…you would condemn me to some sort of karmatically relevant hell! Confined within mirrors and such? Truly, great minds think alike!”
“What do you mean?” The Doctor didn’t like the direction this conversation was taking, was there more to this creature than simple cunning? He recalled from before how the it had fooled him, its glamour perfect, its body language and emotions seamless. This Changeling was one that waited and watched, examining reactions and formulating strategies therein. Had it simply been gauging him the entire time, allowing him to strut about until it was ready?
“For you see…” The Victor said as it cast a sweeping gesture over at the other two ponies, causing them to disappear in a blur of light. “The hell you will face is not of my design…but yours. As you deduced Doctor, you’re all connected via a psychic link, but what you didn’t know was that your minds operate within a focal point, the heart of my power: The Nightmare Engine!”
“The carrier wave…” The Doctor muttered. “It’s been funneling the psychic event of fear and paranoia caused by your transmissions back to this ‘Nightmare Engine’ of yours!”
The Victor tapped its hoof on the ground in a slow sarcastic clap. “My, my, my! You are a clever one, aren’t you?”
“But why?” The Doctor said unaware of the landscape forming around him. “There’s got to be an easier way to siphon fear off an already frightened populace!”
The Victor nodded and grinned. “You’re right, there certainly is! But…?”
“But you’re not after the fear, are you?” The Doctor said, a look of horror spreading across his face as he began to recognize his surroundings. “…Oh no.”
“Oh yes!” The Victor cackled, its body evanescing as its voice echoed throughout. “The engine itself inspires the very fear it runs on, I just needed a kick-start. It reaches deep inside and creates fear from the subconscious! Once the transmissions start again it will sow terror and panic throughout the city, terror and panic on which it will feed! But all that is the least of your worries! Your hell is ready, Doctor, don’t keep it waiting!”
The Doctor futilely rushed forward. “Victor!!”
The Changeling clicked its tongue in irritation as it faded away, its voice echoing as it did, “…That’s ‘The Victor’, to you…”
The Doctor cursed in his native tongue, causing a deep black ripple in the psychic ether as he did. He turned around, ears lying flat against his head as he took in the environment. The sky was the bright burnt orange color of autumn leafs; black smoke and dust hung in the air and turned the shimmering silver light of the dual suns into a smoky haze of dull grey. Shattered mountains touched the horizon, huge scars of cooled slag crisscrossed their sides, razing black gouges into ubiquitous crimson grass that otherwise smothered the scenery. The remnants of forests lay at the feet of the damaged mountains, the odd shimmer from the few remaining silver leafs sparkled in the cold twilight. Glittering in deathly pale light of the once proud suns were enormous shards of hypercrystal, the remnants of the kilometers-high domes that dotted the landscape before the cataclysm, within the ruin was a smoldering city belching ashy corpse-smoke. Scattered about the city was its destroyers, smoldering discs covered in symmetrical domes. Dalek battle-saucers.
The Doctor breathed in, the scent of his homeland aflame cut deep into him, the scent of burning corpses corrupting the fragrance of his world’s peerless blossoms. He squeezed his eyes shut, vainly willing himself not to gratify the illusion with a title. “Gallifrey…”