Fallout Equestria: War Never Changes

by jarmari


What a Fright

What a Fright:

(So I need to explain a little before you get into this chapter. This is a stand alone story within the War Never Changes story. All my same characters are there, but this story doesn't have a lot of bearing on the main storyline, hence the fact that it has a real name instead of just a chapter header. I had all these ideas i wanted to work into the story involving Rosalea, and then a whole thing about a haunted hospital. I couldn't work out a way to insert these ideas organically into the storyline so it became What a Fright and here we are, my longest chapter to date and it's not even a real chapter :P Anyway I hope you still enjoy it. Apologies to Regolit because this chapter isn't as happy go lucky as most of the rest of the story and I know you've been enjoying the much brighter world I've built so far)

It wasn't a good night...vivid terrible dreams plagued me...I was just lying in bed, looking up at the roof, worried about going back to sleep. The clock on my pipbuck told me it was almost 3A.M. I reflected on the conversation we'd have when we'd gotten back to the store earlier that night. When we'd come back to town it had been late already and the children had wandered off to bed quickly, CB had sat with Xem for hours until he'd fallen asleep. The rest of us had sat down with Firebird to talk about the Mare-Do-Well situation. She wasn't pleased that Lily had blown their cover so completely, but she was chagrined by Ruby's absolute rage at not being told the truth so Lily hadn't suffered too badly for it.

“Ruby, honestly, if Lily had never come into my life, you would have been in her place by now.” Firebird had said. “We have a LOT of enemies in the wasteland and we can't just go around telling anypony who we are. If something happened and for whatever reason they ended up being tortured for information about us, it's worse to know because you can give them answers...and I know that sounds selfish, but it doesn't just jeopardize me or Lily, it jeopardizes the whole MDW network, and all their families and friends...”

“I know...and I'm sorry I got so mad.” Ruby sighed.

I looked blankly at the ceiling while I went over the conversation in my head.

“Sugar?” I heard Ruby's voice through the door and almost jumped out of my bed.

“Uhh yeah? Come on in...” I called, sitting up in the bed.

She opened the door and smiled sheepishly. “I'm sorry to have woken you so late.”

“It's okay, I wasn't asleep. With everything that's been happening I've been having trouble sleeping.”

“Well I have something for you downstairs that might help...” She smiled, though I could see a sadness tugging at her lips and dulling her eyes.

“What is it? You don't seem happy about it...”

“What? Oh no no I'm fine.” She said, shaking it off. “Come on.”

I got up and followed her into the hallway of the store. Firebird had quite a few storage rooms and most of them had been emptied and turned into spare rooms. Emerging on the second floor I was surprised by all the ponies below, a griffon and two zebras as well. The clock on the wall showed it was almost 6A.M. though so it made sense, prepping before heading out with a caravan or something. CB and Xem sat in a corner of the second floor, both of them buried in magic books. Crackshot was sitting in a chair a few feet from them, amazingly reading Sherclop Holmes.

Firebird and Lily were running around below, helping ponies round up supplies, showing weapons and answering questions. Brutus was running the till and making sure no one tried anything funny with the weapons when Firebird took them out of the case. I was so amazed by the hustle and bustle of the store that I didn't even notice when someone landed behind me.

“Hey there tall, cute and nerdy. What's a buck like you doing in a place like this?” This time I did scream, making a lot of the others below look up in confusion for a moment before resuming their shopping. I turned slowly and came face to face with a beautiful pink face I never thought I'd see again...

“Rosalea?” I gasped, falling back on my butt. I looked down again to make sure Lily was still running around the shop then back to the mare in front of me. Her mane was much longer, braided down though it was. She wore a patchwork ceramic armour of some kind and had a battle saddle with pristine looking sniper rifles in them. The rifles had a riveted framework and it was obvious they could be controlled through the pipbuck judging by the dozens of wires that ran from each, along her armour, and to the pipbuck on her leg.

Ruby landed beside her and grinned. “Told ya I had a big surprise for you.”

“I...but...how...you...here...”

“Articulate as ever Cane.” Rosa giggled. “Come on, lets go for a walk, I'll explain everything.”

I got up slowly and followed her downstairs and out of the store. The sun was just coming up but some of the other shops were already in full swing.

“So do you want to try and stammer out more words or should I just talk?” She asked.

“Uhh...go ahead.” I shrugged.

“You went missing, I was pregnant, alone, heartbroken. So mad I wanted to kill you.” She started and I immediately felt terrible. “Don't blame yourself, it's not your fault. When you vanished Venture started to change. He got more aggressive about weapons development. He was getting paranoid, angry, always yelling at the staff for small things. Without you there to shout him down and knock some sense into him he just got worse and worse. Your parents took it pretty hard too. Your dad reenlisted and was commanding a couple battalions out on the western front. Your mom got quiet. Spent a lot of time reading and cooking, but never really did much any more,” and now I felt worse, “I got fed up with Venture, took my team and most of our equipment and moved to the gamma site.”

The gamma site was another warehouse we owned that had been mostly storage. We ended up wandering into the bar and settling down at a table. “When things finally started to get really bad I shut it all down, sent everypony home to defend their families to prepare for the worst. Gave them prototypes we'd perfected but never had a chance to implement, told them if things settled down to check in with me in a few weeks, but I knew what was coming...I used your computer access to get into the cryo pod network, decided to freeze myself, set it up so that if there was ever a power spike somewhere in the grid, anywhere from the computer systems coming back on to the surge protectors shutting down from a catastrophic failure, it would send a wake up signal to me. I figured if you came back you'd go back into the computer systems. When you were thawed by your friends it triggered my pod. I found the world in ruins, took some armour and guns and set out to try and find out what had happened. When I heard DJ Pon3 on the radio talking about the pony from the war I knew it had to be you. I traveled all the way to Tenpony tower, met with a lovely unicorn named Homage who pointed me your way, seemed she'd talked to you in Clopton over the radio?” I nodded. “So it was just a matter of making my way here to find you. I was asking around and got pointed towards the Phoenix, ran into Ruby and the next thing I know there you are.”

“What about the baby?” I asked.

Rosa got quiet and shook her head. “I gave her away...I wasn't locking myself away in a vault to hide from our mistakes, but it wasn't fair to her to pay for our mistakes. My cousin's family was guaranteed a spot in vault 49, their son was serving in the military and refused to abandon his post to join them, so they let them take her instead.” She poked at her pipbuck and after a moment a small envelope floated out of her pack. She set it down on the table and slid it towards me. I opened it and pulled out a small stack of pictures, a lilac purple unicorn baby was grinning happily at the camera, some of them by herself, others with Rosa, a few with my parents, one with Rosa's parents and even one of her sitting on Venture's desk. He was smiling and playing with the baby but his eyes didn't reflect his actions.

“Candy?” I asked, looking up at Rosa and she nodded.

“What else would I have called her?” She chuckled.

“You know Ruby is our great grand daughter?”

“Is she?” Rosa smirked. “Well I'd like to get to know her I think.”

“I missed you so much.”

“I missed you too, but we're back together now and we have the rest of our lives ahead of us.” She got up and moved to sit beside me, snuggling into my side. “You smell terrible.” She sighed.

“You don't smell so rosy yourself.”

She chuckled and kissed my cheek. “I missed you so much Cane...you have no idea...”

“I have a pretty good idea.” I replied. “Because I missed you just as much.”

We just sat in silence for a long time, holding each other, enjoying the closeness. Something about the whole thing gave me an odd feeling in the pit of my stomach, but I wrote it off as nerves and ignored it.

“Why don't we head back to the store? I'd like to meet your friends.” Rosa said, standing up from the table slowly.

“Sure, I think that's a great idea, since you're going to be working with them.” I smiled, standing up too. “Assuming your staying of course?”

“Nah, after being apart for 200 years I thought maybe I'd take a trip out to Hoofington and see how they made out in the end.” She rolled her eyes and chuckled and we headed out of the bar.

We returned to the shop and found it was much more to the normal operating level, namely quiet and empty. Everyone was sitting around the counter making plans for breakfast when we walked in.

“Well well, where have you been mister?” CB demanded, giving me a stern look.

“Out with my friend.” I said simply, sticking my tongue out at her.

“Don't lie, you don't have any friends outside of this room.”

“CB, she's IN this room with us.” Xem pointed out and got a death glare of his own from the little filly.

“Everyone, this is Rosa...” I said, the adults looking more than a little shocked.

“THE Rosa?” Crackshot asked quietly.

“THE Rosa.” I nodded.

“Hello everyone.” She smiled nervously.

“Rosa, this is Crackshot, you're her new best friend I'm sure. She's a gun nut.”

“Oh good, we'll have lots to talk about then.” Rosa grinned and Crackshot nodded happily.

“You've obviously met Ruby.”

“We have a lot to talk about young lady.” She said and Ruby blushed a little and nodded.

“This is Brutus, he's in charge of the team. Firebird and Lilith run the store...”

“I'm Concussive Blast.” CB interrupted, marching over and studying Rosa intently. “How are you already Cane's friend? I don't know you, how does he know you?”

“CB...” Ruby started but Rosa waved it off.

“It's okay. I knew Cane in the past. I got frozen just like he did, just in a different place, and when he was woken up, I was woken up too. He's my fiancee.”

The sudden tension in the room couldn't have been cut with a dragon's tooth it was so thick...

“You can't be Cane's fiancee, Ruby is Cane's fiancee.” CB said, matter-of-factually, gesturing to the other pegasus.

“Oh she is is she?” Rosa asked, looking up at us, both looking very sheepish about it. “Well, my mistake.” She shrugged it off and the whole situation was defused.

“Anyway, you two are going to be late for school.” Crackshot said.

“Aww!” CB and Xem both cried in annoyance. “But we want to work with you guys!”

“Look you might be members of this team but every single one of us went to school.” Brutus said, getting more grumbles from the children. “Get going NOW.”

“And don't try to sneak off. The teacher is a changling like me.” Lily said. “He wanders around town before class making sure no one is skipping, he could be ANYONE you see.” Both children looked nervously at each other and then nodded quickly and hurried out of the store.

“So, you're getting married to your grand daughter?” Rosa asked coolly, giving me that flat icy glare she was so good at.

“Uhh actually no.” Ruby said quietly. “When we found out we were related we cancelled the wedding. We haven't told CB yet. She lost her mother when our base was attacked. We're the only family she has now and the only good thing she had going in her life was our wedding and looking forward to it, helping with it, the whole thing. We were afraid telling her the truth would break her.”

“So she's...?” Rosa asked, looking to me.

“CB? She's my adopted daughter, but all of us take care of her.”

“And the zebra?”

“We're still figuring him out. He's a new addition to the team. His name is Xem by the way.” Brutus said.

“So I'm allowed to re-stake my claim on Cane then?” Rosa smiled.

“He's all yours Grandmare.” Ruby chuckled.

“Good cuz I've been desperate to jump your horn since I saw you earlier.” She winked, kissing me deeply.

She even tasted the same...I returned the kiss happily, more happily than I'd have thought possible. I was pretty sure I head Firebird starting to get worked up but Lily pushed her off before she could say anything. I wasn't sure if she was mad that I wasn't with Ruby anymore or if she was getting worked up about the romance, either way I didn't care. She finally broke the kiss and I knew I had a dopey love struck look on my face by the way Rosa smiled when she looked at me again.

“What say we pop out to that apartment in the middle of town?” Rosa whispered in my ear. “I understand the first two floors are hotel rooms. We can see how many guests we disturb with our noisy rekindling of our romance.” I was already nodding before I'd even fully processed what it was she wanted to do.

She was already pulling me along out the door when I caught sight of Ruby's face. She was turning to look at Brutus but I saw the look, the heartbroken sadness that filled her eyes.

“Wait...wait...” I said, pulling away from Rosa.

“What?” Rosa asked, looking back at me and then to Ruby.

“No no...I just...” I looked away from Ruby and back to Rosa, seeing just as much hurt and confusion on her face. “I just need to think about a few things...Just gimme a little time.” I said to Rosa, moving away from her, passing Brutus and Ruby, both of whom looked very surprised by my actions, and heading upstairs and back into the bedroom, dropping onto the bed in a heap.

It wasn't supposed to happen this way...Rosa coming back into my life should have been the greatest moment ever, but here I was conflicted by my feelings for Ruby, feelings I knew I shouldn't have, though they were already there, it wasn't like I could just turn them off...

There was a gentle knock at the door half an hour or so later. “Come in.” I called quietly, sitting up as Rosa came in. She'd removed her ceramic armour and battle saddle and I felt this wave of nostalgia almost crush my heart. I just watched in silence as she went about her business. She had a blanket folded up over her back. She closed the door and walked over to the bed. She sat down beside me and wrapped the blanket around me, then slipped inside and cuddled against me, sliding her wing along my back. She rested her head on my shoulder and kissed my neck gently.

“We shouldn't be doing this...” I whispered, I was still wracked with uncertainty and discomfort, I never thought I'd have an issue like this in my life.

“Are you sure?” She asked, kissing me again.

“Yeah...Rosa please stop...” I said, shifting away from her a bit.

“But I thought this was supposed to help you love me.”

“I do love you...what was supposed to help me love you?” I looked down and realized the blanket she'd wrapped around us was the enchanted blanket Xeha had given us for Xem.

“Rosa what the hell?” I pulled away from her and stood up.

“Dammit Cane, just love me!” She snapped, hopping off the bed and glaring angrily at me. “You're MY fiancee, you're MY Buck. You don't get to go with some stupid tramp.” She shoved me hard and I fell backwards to the ground.

“Rosa what the fuck is wrong with you?” I slid back a bit to put more space between us. I'd never seen her like this...

“What's wrong with me? WHAT'S WRONG WITH ME?! ALL I WANT IS YOUR LOVE CANE!” She screamed, rearing up and smashing her hooves down on me.

//////////

I shot up in bed and screamed. I sat panting for a long moment, looking around the dark room. I was still in bed, it was still night out...My Pipbuck said it was just after 2 A.M.

“C...Cane?” A soft voice whispered. I looked down at the edge of the bed and realized CB was on the floor beside the bed, cowering back a little.

“I'm sorry sweetie, did I scare you when I screamed? I just had a bad dream is all...”

“I did too...” She said, crawling up to the bedside again and looking up at me with big sad eyes.

“Well what are you doing down there?” I asked, sliding over. She smiled and hopped into the bed.

“It's Nightmare Night...” She said, cuddling up to me.

“Really? But that's great.” I said. “I used to love Nightmare Night.”

Her eyes got wide and she shook her head furiously. “It's the worst night of the year...” We were interrupted by a yell from below. It was Brutus from the sounds of it.

“Should we go check on him?” I asked and she nodded, getting out of the bed again. I followed and we walked downstairs to Brutus's room. We knocked and he told us to come in. He looked much like I must have when I woke up. “Nightmare Night?” I asked curiously and he nodded, throwing off the sheets and rolling out of the bed. We walked downstairs to find the others sitting around a table in the backroom.

“Well isn't this just the party to end all parties?” I asked, taking in all the tired and haggard looking faces around the table. CB walked over and plunked herself down beside Xem, leaning tiredly against him. “So...Nightmare Night...not about candy anymore I take it?” I asked and Crackshot shook her head.

“You mean it really did used to be about candy?” CB asked, yawning out the last few words.

“Yeah it did. Children would dress up and go out and get candy from every house...”

“Nopony would ever believe me when I told them that. Now it's actually a nightmare.” Crackshot said. “Some creature, most think it was a unicorn with strong telepathic abilities that was mutated by Radiation and Taint, haunts dreams tonight, starts off happy and pleasant, then quickly spirals into madness, and the creature feeds on your terror. It happens to everyone in the Wasteland, and it's never on the same day either, keeps anyone from being able to predict it's arrival and just staying up all night to avoid it...”

I sat down between Ruby and Lily and both of them flopped against me. “Ladies please, one at a time, there's enough of me to go around...” I smirked but they both just waved their hooves and kind of grunted at me.

“Only a few ponies have ever seen this creature and survived. It's been said that if you recite the Nightmare Night chant in your dreams she'll appear and swallow your soul.” Crackshot continued, shuddering. “I miss the days when it was all about candy and costumes...”

“So how have these other ponies even seen the monster and survived?” I asked and Crackshot shrugged. “So in all likelihood they had nightmares about the creature and didn't see it at all?” Again Crackshot just shrugged.

Outside there was a blood curdling scream that made everyone at the table jump in surprise.

“What was that?!” CB asked, pressing against Xem, both shaking with fright.

“Just stay here where it's safe.” Brutus said, getting up from the table, grabbing his shotgun from it's holster.

I had left Ebony and Ivory upstairs but Firebird gave me a revolver from her case and I followed Brutus out into the front room of the store, organizing a quick plan and five minutes later we were out the door. There was a group of ponies gathering outside of a medical supply store up the street and we hurried to join them, squirming our way through the crowd.

“He-he fell asleep at the-the d-d-desk in the b-back...” A unicorn mare sobbed into the shoulder of one of her friends. Guards were keeping the crowd back while two medics floated a body out of the home, a white sheet draped over the corpse.

“Wow the response time in this town is amazing...” I said softly and Brutus nodded.

“Constant patrols, medics everywhere...they're fast and efficient...come on, we should get back, there's nothing we can do here...” He explained

I nodded sadly and followed him back towards the house.

As we came up to the store again Clank rounded the corner and hurried towards us. “Hey! Hey!” He called, sliding to a stop quickly beside us. “Please, I need your help! Ratchet is having a nightmare and won't wake up.” He explained in a rush.

“Whoa whoa whoa.” Brutus said quickly. “You can't wake him up at all?” Clank shook his head quickly, looking desperate.

“I don't know what to do, I didn't know who else to go to. The medical staff won't technically come unless it's an actual emergency.”

“It's Nightmare Night and they are probably going to have their hooves full.” Brutus said, moving to the door and going inside the store. “Come on everyone, Ratchet needs our help!”

Ruby was the first to come running out of the back. “What happened?”

“Ratchet is trapped in a nightmare from the sounds of it.” I said. “Ruby I want you to go to the medical centre and get the memory orb machine that you and Mare-Do-Well built.” She nodded and leapt into the air, Lily taking off after her quickly.

CB, Xem and Firebird were out of the store a moment later. “What's happening?” Firebird asked.

“Ratchet is trapped in a nightmare.” Brutus said.

“CB, can you teleport me to the apartment?” I asked and she nodded, moving out from the doorway of the store.

“You guys too?” She asked, looking at Brutus and Clank.

“Only if you can manage it sweetie.” Clank said. She nodded and hopped up on my back, turning and looking towards the apartment building in the middle of town. She closed her eyes and magical energy wrapped around all four of us.

“What about us?” Firebird asked quickly.

“You'll have to find your own way!” CB called. I felt the talisman around my neck warm suddenly with the rush of magical energy and we vanished in a flash, all four of us reappearing not outside the apartment building as I'd expected but actually right in the living room.

“I thought you had to know what the place looked like exactly to teleport somewhere...” Brutus said as Clank rushed off to the bedroom.

“You do...I don't know how I managed that.” CB said curiously, getting down again.

“CB go back to the store and come back with the others.” I said, moving to follow Clank.

“I don't know if I can manage another big group teleport like that.”

“You don't have to, just walk back with them.” She sighed and nodded, vanishing in a flash again.

Ratchet was tossing and turning in bed, groaning and whimpering, his nose was bleeding and he looked like he was in terrible pain. Clank looked helplessly at us. “What do we do?”

“We have to wait for Ruby and Lily to get back with the machine. I should be able to use it to enter Ratchet's dreams and try to help him. If there really is a nightmare night monster it won't be able to escape the memory cube world, and it might just rob them of their powers.”

We jumped when there was a bang on the window, turning to see Lily, Ruby and Firebird all holding the computer and massive tangle of wires and cases with memory orbs in them. Clank opened the window and they came in one at a time with the machine.

“Set it up there.” I said, pointing to a desk beside the bed, pulling all the stuff off the desk quickly and setting it in the corner for the time being. Lily set to work quickly, pulling and straightening wires, running them over to the bed. I booted up the computer and started running the memory program. The hospital was still stored in the orbs, and it'd have to do...I powered up the program and Ruby put the re-collector helmet on his head. As soon as I started the program he grew still and relaxed.

“How'd you manage to get back so fast?” I asked Ruby.

“Mare-Do-Well put the computer into storage here in town without informing us.” Ruby whispered. “They took it when no one was looking.” She looked at Clank, still in hysterics beside the bed, not paying any attention to us. “Believe me I'll be talking with them about it later.” She added.

I nodded and stood up again. “Alright who's coming with me?” I asked, looking around at the group. “Unicorns and changelings can just connect through magic but we have the other helmet too.” I ran the control cables to my pipbuck so I'd be able to keep track of the real world in the memory cube world and shut down the simulation from inside when we were finished or if there was an emergency.

“I'm going.” Lily said, stepping forward. She floated the leg piece of her Mare-Do-Well uniform out of her pack and slid her leg into it. It slid shut and the pipbuck lit up and a moment later she ran another set of cables into her pipbuck.

“I...I...should wait here.” Clank said, sitting beside the bed.

“I'm coming.” Brutus said, stepping over to us from the end of the bed.

“Me too.” Ruby said, pulling on a re-collector helmet. I looked to her and smiled, nodding a little. I took a blank memory orb and slid it into her helmet.

“Someone else should wait for the children to get here.” Firebird said, moving to sit with Clank.

“Well four certainly works, and we've got more than enough magical power between us.” I said, turning to the others.

“Ready?” They nodded and I fired up the machine...

<-=======ooO Ooo=======->

The whole world resolved itself slowly. I was in the foyer of the hospital, looking at the fountain in the middle of the massive hub. My vision swam pretty badly for a few moments before finally clearing, I was sitting on a bench. This wasn't like going into a normal memory orb, it was slow and made me really sore. I realized that I was alone in the foyer.

“Brutus?” I called, pausing when I heard my voice. It was still mine, but it was...effeminate...”Hello?” I pressed a hoof to my throat. “The hell...” I got up off the bench slowly and walked over to the water, looking at my reflection and screaming, far more shrill and girly than I'd have liked. “What the fuck is this?!” I hopped up on the ledge and looked at myself fully. My barding was gone, but my skin wasn't burned, my coat was full and intact again, including my cutie mark, though the brand of Rosa's cutie mark was still missing. However there was something much more shocking in the sight...“I'M A FUCKING MARE!?” I looked at my much more shapely body, softer features, no unshaven stubble...I was damned cute too...So much for the nightmare creature not having any control over this world...

“Sugar? Is that you?” I heard Ruby's voice echoing above. Then I saw her circling down from one of the upper levels. She paused in the air beside me, looking at me with a mixture of shock and confusion.

“Oh...my...sweet Celestia...” She giggled, spinning around me rapidly. “You're SO CUTE!” She cackled, poking my side with one hoof, covering her mouth with the other.

“Hey, do you mind?” I snapped, pulling away in annoyance and walking towards the elevators.

“No no I do not.” She said, poking me again. “You walk like a buck.” She said flatly.

“I am a buck!”

“Not with those hips you ain't.” She laughed, coming up beside me and landing before she leaned in close. “I can see your lady parts back there.” She whispered loudly.

“Ruby seriously.” I growled, shaking my head and hitting the call button. “Most of the simulation is set around the 15th floor right?” I asked, watching the indicator work it's way down.

“Yeah, are you sure we should be taking an elevator? Isn't this a nightmare?”

“We're in a memory orb that was constructed to be soothing, I'm thinking that should suppress the powers of the creature.” I said, watching the elevator tick down and finally ding, opening to reveal the spacious elevator, clearly designed to hold a gurney as well as two or three others.

“I have a bad feeling about this.” Ruby sighed, getting into the elevator. I got in after her and hit the button for the 15th floor. The elevator doors slid shut and with a small lurch it started upward.

“See? Nothing to worry...” The elevator slammed to a stop and the lights stared flickering off, after a moment leaving us in the dark. “...about...” I sighed.

“You just had to say that didn't you?” Ruby groaned, pressing against me in fright. After a moment the lights snapped back on and I let out a relieved breath. Ruby however, screamed in my ear and I leapt in surprise, turning to see a small filly standing behind us. She had a pure white coat and a long unkempt black mane. Her face seemed to shimmer as it snapped up to look at us, her eyes somehow an even deeper black than her mane. She let out an unearthly howl, it chilled me to the bone, a sound that scared me more than anything I'd seen in the whole wasteland. The sound cut off abruptly and with another strange ripple she vanished.

“The...fuck...was that?” Ruby whispered, clinging tightly to my side in terror.

“I...don't...know...” I muttered in response, both of us jumping when the elevator dinged, opening to reveal what I first thought was another nightmare area, but after a terrified moment I realized it was actually an unfinished hospital floor...

“Sugar...” Ruby said, tapping my shoulder. She pointed to the floor indicator above the buttons. It said '13'

“Oh come on Ruby, you can't seriously be spooked by that?” I asked, trying to sound braver than I felt.

“After what I just saw? Are you kidding? Also...” She gestured to the elevator buttons, the floors went '11-12-14' skipping over 13.

“Well the 13th floor still exists, it's just...” I gestured out of the elevator. “Creepy looking storage...instead of a floor...”

“Can we just go?” Ruby demanded, moving to press the button for 15 again.

“Probably a good idea...” I said, stepping back. Ruby hit the button, but nothing. The doors stayed open and we didn't go anywhere.

“Dammit, oh come on!” She groaned, hitting all the buttons, but nothing happened.

“Well we can't just stay here...” I sighed, looking over at her again and slowly stepping out of the elevator. “We should go find the stairs and head up that way.”

“If I get murdered by some crazy screwball pony ghost I'm gonna haunt the SHIT out of you.” Ruby grumbled, storming out of the elevator to follow me.

“Not if I die too.” I smirked. Ruby didn't seem impressed with that answer and just started down the hallway. The hall turned left a few feet ahead, a massive industrial fan set into the wall on the right, blowing a gentle breeze down the hall as we turned and started down it. “I'm amazed they put all the walls and everything in on this floor. I guess to divide the storage area.”

Ruby looked at me and shook her head. “I can't believe I'm in a memory orb of a place from the past and I'm still stuck wandering a place that looks like an abandoned ruin, with ghosts of all things, with my great great grandfather, who has been turned into a mare...seriously, this is messed up even for the wasteland.” She sighed.

“Well it's a memory cube with a nightmare monster of some kind trapped inside it, so it stands to reason that the creature can still exert some control over the world we're in because the 15th floor, the foyer we just left and a little bit of the outside are all that should exist, whatever this is, the creature must have created it.”

I turned back to the hall in front of us and came to a stop. Three blood red balloons were floating slowly towards us. I put a leg out in front of Ruby and she stopped and looked forward at the balloons. “What? They're just balloons, what could possibly be so bad about that?”

“Well for one thing, this is a nightmare so we should be wary of everything...secondly, I realize you're a pegasus so you might not understand how air displacement works...” This got me a smack upside the head. “...but there's a wind blowing UP the hallway from behind us, so they should be going away from us, not towards us.” Ruby gulped and looked around quickly, a door at our side sat slightly ajar and Ruby grabbed me and hauled tail through the door, slamming it shut behind us and plunging us into darkness. For a moment there was just the sound of us panting softly then a high pitched giggled echoed around the room, making Ruby whimper.

My horn lit up and filled the room with blue light, though I wish it hadn't...the roof was covered in balloons, a deep almost black purple, though because of the blue light of my horn I knew they were the same blood red as the balloons in the hallway. Worse though was the pony sitting in a chair on the opposite side of the room. He was dressed up in a clown costume, rainbow stripes running down a full body jumpsuit, a big frilly collar wrapped around his neck, a fake rose in his lapel. His face was powdered white with make up, a rainbow wig covering his head, a white horn just barely jutting out from the wig, which sagged down over his eyes.

He was making balloon animals with his magic, somehow I hadn't seen his magic field before the room lit up, but in all likely-hood it hadn't been there until my magic had lit up the room, in front of him were the skeletal remains of a group of children, each had a balloon on a string tied to a hoof or a horn or a wing, but all the balloons were now deflated and sagged on the ground around the bodies. The clown looked up at us slowly and giggled again, the wig shifted back on his head and Ruby gasped loudly. Instead of eyes he had two big black buttons sewn onto his face, small trickles of dried blood caked into the hair just below the buttons, showing that a needle had pierced his skin over and over to put the buttons in place. Only a unicorn could have managed something like that...or a creature able to manipulate the very world they occupied, which was all the worse because a creature like that could have just changed his eyes into buttons, but this one had clearly gone to the trouble of removing his eyes, sealing them shut and then sewing the buttons in place.

“Why hello there my little ponies.” He giggled, barely speaking above a whisper. “Would you like a balloon animal? My little friends here have been ever so patient so far, I'm sure they wouldn't mind waiting just a little longer while I make one for you.”

“Uhh that's okay.” Ruby said quickly, taking a step back.

“Oh you're a pegasus.” He said, his voice raising a little. “Would you float up to the roof and get my balloons down? I'm afraid I'm so very clumsy and I forgot to tie strings to them and they floated out of my reach, but you Pegasi float better than my balloons.” His voice had risen to a normal speaking level now and I stepped forward to put myself between the clown and Ruby.

“Oh and you're a pretty unicorn mare aren't you?” He asked, his voice getting still louder as he walked towards us. “Maybe you could use your magic to float up and get the balloons?”

“Y...You're a unicorn t...too.” Ruby stammered. “Why don't you just pu...pull em down?”

“Because I can't use magic to float of course!” He was almost yelling now. “It's the only way to get up to the ceiling!”

“You can just use your magic to make them come off the roof to you.” Ruby insisted, actually taking on an annoyed tone. “You don't have to float up to them.”

“But that's how it works, you float up and get them!” He was yelling loudly, only a few steps from us now.

“How what works, why do we have to go up to them?” I asked, pressing Ruby back against the door.

“BECAUSE EVERYTHING FLOATS DOWN HERE!” He roared, inches from my face.

“THEN WHY DON'T YOU?!” Ruby screamed back at him. The clown gasped and fell back, exploding in a shower of confetti and the sound of a child's party horn. The balloons on the roof all burst, soaking us completely with their contents. I groaned and wretched a little but realized it wasn't the smell of blood, but the smell of something sweeter. I floated a small puddle off the floor and examined it, but it was still too dark to tell what it was.

“Chocolate...fucking...milk...” Ruby grumbled. I risked putting the tip of my hoof in my mouth and realized she was right, it wasn't even spoiled.

“Still gross.” I sighed, looking around the room slowly. How had the clown been so easily destroyed? I mean it wasn't a computer you could confuse with a logical paradox or anything, but such a simple statement of fact had destroyed it...it sounded familiar...

The lights snapped back on and I jumped. The room was empty now. No skeletons, no clowns, neither of us dripping with chocolate milk...I couldn't even taste it anymore...Just a few dusty boxes in the corner and a single popped balloon sitting in front of a door on the opposite wall from where we'd come in. I grabbed the door in my magic and opened it slowly. Beyond we could see a large area full of boxes, but more importantly we saw Lily, sitting on a box, poking angrily at her pipbuck.

“Lily?” Ruby called softly and the changling jumped. “Geeze don't scare me like that!” She laughed, getting up and coming over to the doorway. “Are you two as lost as...I...am...?” She trailed off when she looked at me. “C...Cane?” Her eyes went wide and I groaned. “Oh my sweet Celestia!” She burst out laughing and fell backwards in a fit of tears. “Y-you're s-so cute!” She howled, rolling around on the floor.

Ruby snorted a little but kept herself composed. “Lily don't you think we have more important things to worry about?”

Lily sat up slowly, giggling and struggling to get herself under control. “Why are you a mare?” She asked quietly, wiping tears from her eyes.

“I don't know, I woke up like this.” I sighed, trying to keep my annoyance in check.

She pushed herself to her feet and with a flash of energy changed into a muscular Earth pony buck and grinned impishly. “Wanna go for a role in the hay? Feel what it's like to be deflowered by a big strong stallion?” She asked, her voice deep and...the rest of her...all too visible...

“Seriously? Are you kidding me? With all the crazy shit that's going on in this place your penis would probably come to life and try to eat us.”

“What crazy shit? I've just been sitting here trying to make my pipbuck work.” She said, transforming back into her normal form. “You being a mare is the first weird thing I've seen.”

“Really?” Ruby asked. “No crazy clowns, no undead fillies? Balloons filled with chocolate milk?”

“Balloons with what now?” She laughed, but when neither of us laughed she got quiet. “Really?” We both just nodded.

“We need to get up to the 15th floor and find Ratchet.”

“Why the 15th floor?”

“It's where I was in the cube. Most of the cube was built up with my memories of the hospital right?” Lily nodded. “Well I only have really clear memories of the lobby, the hallway outside my room and my room, so those are the only places I can imagine us going to.”

“What about this place?” Ruby asked.

“This place, I have no idea.” I sighed. “I'm very freaked out by it. I think it must be a creation of the Nightmare creature.”

“Umm there are stairs over there eh?” Lily asked, pointing to a green stairs sign.

“Couldn't mention that earlier?” Ruby asked.

“I didn't know it was relevant. I was looking for the elevators.” She shrugged.

“You don't wanna take the elevators.” Ruby and I replied in unison.

“Okay okay, I get the message. We'll take the stairs.” She sighed, walking towards the door and pulling it open. She wandered in without a moments hesitation, Ruby and I taking off after her, worried both that we'd be left behind and that something terrible would happen to Lily. We made our way up the stairs, when we passed beyond the 13th floor the lighting seemed to get brighter, the area much nicer. We passed the 14th floor door and continued on. We reached the top of the staircase, the steps only went up a single flight more and then just stopped, and Ruby and I both let out a sigh of relief.

“Oh come on you two, it's just a little creepy, nothing bad is gonna happen.” Lily laughed, walking out onto the main floor. “And why couldn't we take the elevators?” She asked, gesturing towards the two sets of doors at the far end of the hall.

“What? No way the elevators were that close.” Ruby said. “We were no where near that close.”

“Well we did have to go around those creepy balloons.”

“You're really hung up on that aren't you?” Lily sighed. “You're not going to scare me with silly stories like that.”

“We're not TRYING to scare you. It's all true!” Ruby snapped. “Now what way do we go?”

“Uhh this way I think.” I started down the hall with the two falling into step beside me. As we got towards the end of the hall the elevator dinged. “That can't be good...” The doors of both slid open and unleashed a torrent of blood. Lily just barely managed a scream before the wall of blood hit us and swept us all down the hall, back the way we'd come. I tumbled end over end, something slamming into my backside hard and then continuing down the hall with me. After a minute I finally struck the back wall of the hallway and was pinned under whatever had hit me, the torrent of blood keeping it stuck fast to me until the pressure finally died down. I managed to put up a magical barrier and divert the blood away and down the hallway. The thing that had hit me collapsed to the ground and I realized it was another pony, completely soaked in blood. It wasn't breathing but when it fell to the ground it gasped and coughed up mouthfuls of blood.

“Fuck...” It groaned angrily and I looked down at the pony.

“Brutus?”

“Yeah?” He pushed himself up slowly and I realized he's suffered a similar transformation to my own.

“You realize you're a mare?” I asked softly.

“Yeah, I noticed...” He grumbled angrily, his own voice still familiar but just as feminine as mine. The blood finally died down enough that I let the barrier drop while he pushed himself back to his hooves.

“I woke up in the fucking morgue, dozens of bodies, most of em strung up from rusty hooks and chains on the ceiling. I freaked out and took off out of the room. I ran into the elevator and hit the button for the main floor. It stopped, the lights went out and it started raining blood until the whole box was full. I tried everything I could to get out but nothing worked. Just as I started to black out I heard the elevator ding and I was falling through the hallway.” He looked at me and snorted a little. “You're a mare too?” He asked and I just nodded. “Well shit, think Lily and Ruby are somewhere and they're bucks?”

I gestured in the direction the blood had gone and was about to point out that the girls were right there when...

“HOLY FUCKING SHIT! THAT'S SO MUCH BLOOD!” Lily screamed from down the hallway. She and Ruby were up at the ceiling to stay above the blood still trickling down. “Cane! Who's that with you?”

“It's Brutus, he's alright.” I called back and the two fliers started back to us quickly. They were both dripping with blood as well, giving Lily an even stranger sheen on her coat, and making Ruby look just horrifying.

Lily landed first and looked Brutus over for a moment. “Are you...a mare too?” She asked, gasping softly when she realized he was and she broke into a fit of laughter again, Ruby lost her own composure and fell down beside Lily, joining her. Despite my annoyance I knew it was still a good thing to help with the stress of the situation.

Brutus just 'harrumphed' at them and wrapped himself in a magic field, shaking himself off furiously to try and remove the blood as best he could. I wrapped myself up and did the same, going from a dripping bloody red mess to a sticky purple mess, my mane still stained blood red. Lily got herself enough under control that she got to her hooves, erecting her own magical bubble and transforming into a pegasus, the burst of magical energy from her transformation throwing the blood off her completely, leaving her totally clean when she dropped the field and changed back.

“Hey, what about me?” Ruby demanded, pushing herself up.

“We all have our own ways, I'm sure you can figure one out on your own.” Brutus said flatly. Lily just shook her head and wrapped Ruby in a magic field letting the pegasus shake off. It left her looking a lot like Rosa and I felt a sad ache in the pit of my stomach for both my lost loves.

“So Brutus, this is every gay buck's dream isn't it?” Ruby asked, smirking at him. “You're a mare so now it isn't weird to like guys.”

“Not really no.” He replied. “And since when is it weird to like guys?” He demanded.

Ruby started to stammer a response but Lily was looking from Brutus to me and back, covering her mouth and giggling.

“What's so funny?” Brutus asked. Lily grabbed both of us in her magic and pushed our heads towards each other.

“You two are just so cute side by side...” She giggled. “Now kiss...”

“Lily seriously, this isn't funny.” I grumbled, turning my head and pulling away. “Now's really not the time for this.”

The changling sighed and dropped her magical grasp. “I suppose you're right. I'm just freaked out...”

“Oh NOW you're freaked out.” Ruby rolled her eyes. “Come on, we really need to get the hell out of here, I'm sticky with blood and and the sooner we end this memory the sooner I can be clean again.”

We moved up the hallway again slowly, keeping an eye on everything. We got back up the hallway and reached the hospital door. I reached out to open it when...

“SUGAR!” We all jumped in surprise at the sudden shout, turning to see my father standing just a few feet behind us. “What are you doing out of your room soldier?”

“Dad this isn't the time.” I found myself saying without even thinking about the fact he was part of the program. “We're busy.”

“Sugar, that explosion nearly killed you and your brother, I don't want you over exerting yourself.” My mother appeared from the other side.

“Guys, it's really okay. I'm fine!”

“Cane...they're a program, you can't argue with them.” Ruby said softly.

“Sugar please get back into bed.” Mom insisted, pulling open the hospital room door. Inside looked like a piece of hell. The walls were thick rusted metal, chains dripping with gore hung from the ceiling.

“NO!” I snapped, pushing back against my father when he tried to push me into the room. Brutus grabbed at him to get him off me but he fell right through him, landing on the ground. Lily tried to grab my mom in a magic field but she walked through it like it was nothing, coming over and grabbing me and pulling me along. “No! Stop! I'm fine!” I screamed, struggling in vain to get away from them. Ruby jumped into the door way and pushed against me but she was pushed up onto her hind legs and fell backwards, the two not even hesitating to step through her and drag me on. There were two beds in the room instead of one like there was supposed to be. Both were horrifying death traps. Rusty spiked chains, thick shackles on the ends, IV poles with sickly glowing green liquids in them. Worse, in the other bed, Ratchet was on his back, chained in place, cut and bruised and bleeding.

“LET...ME...GO!” I screamed, pushing a blast of magical energy outwards like a shield. It threw the two of them off of me and they struck the opposite walls of the room, exploding in a digitized burst of electricity and vanishing.

I ran over to the bed, the others hurrying into the room after me, “Ratchet are you alright?” I started pulling the IV leads from his leg and Lily and Brutus started trying to break the locks with their magic.

“Please...help Clank...” Ratchet wheezed. His eyes were glazed and unfocused, he was looking at the far wall, tears running down his face.

“Clank isn't here.” Ruby said, stroking his head gently. “Just breath deeply and we'll get you out of here as fast as we can.” I pulled the last of the IV lines out and threw the whole pole across the room. Lily and Brutus managed to break the first two shackles around his forelegs and Ruby helped him sit up, holding him close. He kept trying to pull away from Ruby but he didn't have the strength to do more than squirm. When they finally got the other shackles loose Lily transformed into a muscular pegasus and Brutus lifted Ratchet up onto her back.

“You're cute...” Ratchet muttered, his voice slurred and lethargic. “What happened to Clank?”

“I'm a woman.” Lily laughed. “Clank is back home waiting for us to get back with you.”

We moved away from the bed, desperate to get out of that horrible room.

“What do we do now?” Brutus asked.

“We get back to the lobby and I can shut the simulation down with my pipbuck.” I said, moving back to the doorway.

“Well hello Sugarcane.” I looked up for a moment but only caught sight of a black blur as a magical blast hit me and threw me, along with everyone else in the room, backwards. I heard the windows along the back wall shatter and next thing I knew I was flying out into the sky, then a moment later, falling towards the ground. The outside of the hospital only extended about a hundred feet out from the wall of the hospital, just the area you could see beyond the window.

“Oh shit, oh shit, oh shit, oh shit.” I turned and twisted in the air. “I can do this...” I managed to get my hooves under me again.

“Cane!” Ruby was diving towards me but I was already focusing myself and with a burst of energy I slowed my descent and actually landed gently on the ground, that was it...I knew what had to be done, that test right there had proved my theory right...I was ready to face this monster.

Lily, still in the form of the muscular pegasus, landed a moment later, Brutus held in her forelegs, she set him down and then landed beside him. Ratchet hung onto her neck lazily.

“What the hell was that?” Ruby demanded, still hovering in the air.

“I think it was the creature.” Lily said, scanning the area. “This is the edge of the simulation.” She pointed to the wall of white a short distance away.

“Yeah these orbs weren't really meant for wide scale area display.” I explained.

“Well what do we do now? The barrier prevents us from getting around the building to the entrance.” Brutus said, examining the area around the edge of the wall, trying to find a way around it but coming up empty.

“I say we stand and fight.” I said firmly. “I'm sick of being on the defensive, I think we should summon this beast and put it out of our misery.”

“But how do we fight something that can manipulate the world around us?” Ruby asked.

“Oh I've got that figured out too. You helped me figure it out.” I said. “I'm silly for not thinking of it earlier, it's an answer almost as old as I am.”

“Care to fill us in?” Brutus asked.

“Oh come on, it wouldn't be as fun if I shared it.” I laughed.

“Then how are we supposed to help?” Lily asked.

“I'll give you lots of time to piece it together yourselves, I promise. Also I'm going to explain as I go...” I said, moving away from the wall of the hospital, gesturing for the others to follow. Once we were sitting basically at the very edge of the memory I turned to the wall, took a deep breath and called out “Nightmare night! What a fright! Give me something sweet to bite!”

The air seemed to shimmer for a moment and then started to grow dim, slowly oozing to black, starting to swirl around slowly and form into a pony...a tall pony...with wings...and a horn...familiar black armour and astral patterning...

“Finally!” Nightmare Moon cackled, rearing up as lightening flashed in the sky, which grew dim and grey.

“N...Nightmare M...M...Moon...” Lily gulped, falling back slowly.

“You're not Nightmare Moon.” I said flatly. “Show me who you REALLY are.”

“It is my night Sugarcane. I am as you see me.” She replied.

“No you aren't!” I snapped. “I met Princess Luna, and YOU are not Princess Luna. Nightmare Moon was defeated by the wielders of the Elements of Harmony more than 200 years ago and she became Princess Luna again. I don't know what you are, but I'm willing to bet you aren't as old as I am if you don't know that story.”

She glared at me but after a moment black energy wrapped around her and she swirled down into a normal pony size, taking on a familiar red pegasus form.

“Would you prefer me like this?” I found Rosa asking me. “It's not too late to take me up on that offer for a night of fun together.” She said, the marriage blanket rolling out along her back and draping over her sides.

“Don't you DARE pretend to be Rosalea.” I had to breath deeply to keep from playing my hoof too soon out of anger.

“How do you know I'm not?” She giggled. The others in the group seemed too stunned for words at my actions and just watched the exchange intently. “I know what you like Cane.” Chains shot out of the ground and shackles clamped around my hooves, tripping me up and pulling me to the ground.

Brutus stepped forward quickly to help me but another chain shot out and knocked him backwards into the solid white barrier of the edge of the memory.

“I know why Rosa's cutie mark was burned into your flank.” She smirked. “She wasn't just your fiancee...She was your owner. You were in love with her, but she just didn't want to die a lonely nerd. You were cute, you were available...you like being dominated by a mare...you submitted yourself to her as her slave.” She circled me slowly and I twisted to try and keep her in my sights. She came up behind me and put a hoof on my side. “Now you're a cute little mare. Too weak to fight like a big strong buck could...” It was Ruby's turn to try and make a move, leaping up and trying to dive bomb the creature but with a flash of energy her wings vanished and she face planted into the ground.

“If you agree to stay here as my little filly I'll let your friends go.” She offered. “See I REALLY like mares, and I REALLY like you Cane. Stay and play with me Cane, forever and ever and ever.” She whispered, coming around the front of me again. “It's a dream, so we can do anything and everything together.”

“Answer my questions.” I replied flatly, struggling to stand back up.

She growled and with a flash of black energy I found myself looking at a grey pegasus. She had broken shackles around her hooves, one of her wings was mangled and broken beyond repair, though the other looked to be intact, her face was badly burned and if not for the rest of her body being normal, except her broken wing of course, I'd have thought she was a ghoul. “Happy now?” She snapped.

“I don't understand. Who are you?” I asked, hoping beyond hope we could resolve this peacefully.

“My name is Lonesome Heart.” She said, sitting down against the wall of the hospital. She still looked angry but sadness seemed to be creeping into her tone. “I was a slave a hundred years ago. I was terrorized by my owners. Beaten, tortured, my wing broken so I couldn't fly. My life was hell. One day they had me chained up beside their table and they got blackout drunk and I managed to steal the keys to my chains and escaped, but when I fled I got lost. They came after me, they'd put a tracking spell on me so I couldn't get away. They chased me for two days, finally they cornered me in an old M.A.S. Warehouse. I jumped down from a catwalk onto the lid of a massive chemical vat to try and leap down to the ground, but the lid of the vat broke and I fell into these horrible chemicals. They burned and hurt so badly. I could only struggle for a few moments before I lost control of my body and blacked out...I woke up like this.” She said, transforming again, this time into a much more ghoulish form. Her face was melted and scarred. Her body was warped and deformed, though she covered it quickly with a long red and green stripped sweater. “Now you know.” She croaked, her voice deep and emotionless and garbled, like she'd been eating gravel. The chains and shackles fell from me and vanished into the ground.

“Wait a minute...” Lily said, stepping forward. She transformed back into her normal form and held up the pipbuck on her leg, poking through the information.

“What is it?” I asked, turning to look back at her.

“I know that name...” She flipped through the screens and then nodded. “Lonesome Heart...A bounty hunter who specialized in escaped slave retrieval. HE lived a hundred years ago. He was chasing an escaped pegasus slave, cornered her in a M.A.S. Warehouse but she had mined the catwalk, it exploded when he walked over it and it threw him into a vat on the far side of the room. She escaped and was rescued by one of the Mare-Do-Wells of the time.”

“What? You have that information?” Brutus asked in amazement.

“Yeah we keep a database as complete as possible...Any cases the MDWs have worked on since the group was organized. It also helps that she went on to become an MDW herself.” She added.

I turned back to Lonesome Heart and she was smirking evilly. “Oh well...can't win em all. How was I to know you brought such an egghead with you?” She laughed darkly, a pulse of black energy throwing me backwards now, right into Lily and sending both of us end over end. “This party is losing it's flair.” She said, standing up. Black energy lanced out from her sides along the wall. The little black and white filly appeared on one side of her, the evil clown on the other, my parents appearing on either side of them, then Venture, Rosa, Crackshot, CB, EB, Brutus, Ruby, Lily, Firebird, Ratchet and Clank all appeared on either side of her, each with the same demonic grin and each armed to the teeth, their features warped, cut, burned, tortured...each and every one of them a bastardization of their real selves. The black energy shot out in every direction, filling the whole area with blackness.

“That's ENOUGH!” I roared, blue energy shooting out of me much like hers had, pushing back the darkness, throwing the monstrous versions of my friends and family into the wall where they burst into black energy and vanished

“What, how did you do that?” Lonesome Heart demanded. “Nopony has been able to resist me!”

“You're not as old as I am. I have a very good imagination, and a very good set of...weird knowledge.” I said. My horn flashed and I became a buck again, no sticky blood, no injuries, no nothing, back to the way I was when I first woke up in the wasteland, though dressed in my armoured barding, Ebony and Ivory whining in their holsters as they charged automatically, Rose's Thorn appearing in a proper scabbard on my back, a small leather band on either side of the hilt holding it in place so it didn't slide out, the handle itself just a few inches back and to the left of my neck. “I missed this sword.” I said, sliding it out and spinning it around lazily. “I lost the real one in the Pyro attack, I barely got to use it you know. Well I'll make sure it gets a proper workout in here.” I slid the sword back into the scabbard then turned to my friends. My horn flashed again and they were cleaned of the blood as well, Brutus being returned to his proper self as well, complete with armour and power hooves.

Lily was enveloped in energy and when it faded she was in her MDW armour again, “Sweet.” She laughed, the helmet hissing open. She shifted and her battle saddle snapped open, revealing two very mean looking Gatling lasers. “Whoa, these aren't mine.”

“They're yours for now.” I said.

Ruby was back in her armour as well, her wings restored and her own saddle equipped with a pair of shiny new carbines. “Ooo, Crackshot is gonna be mad she missed this.”

Ratchet groaned and pushed himself to his feet. No longer looking like he'd been put through the ringer, he was back in his normal armour, but he sported Clank's battle saddle. “Can somepony please tell me what's going on? Where'd Clank go?” He asked, looking to us.

“I'll explain later, just focus on this for now.” I asked and he nodded, snapping to attention.

“I...I don't understand.” Lonesome Heart whimpered, falling back against the wall.

“When I was young,” I started, “There were these horror movies, scared the daylights out of me until I was older, but I still saw every one of them with my brother and our friends. It was about an evil pony who was murdered by a group of parents who found out he'd been abusing their children. The courts let him off on a technicality, so the parents got together, hunted him down, and burned him alive when they had him cornered. Years later he started haunting the dreams of the children he'd originally abused, first hunting and torturing them, then killing them off one by one until only one was left alive, but she managed to beat him. They made a whole series of these movies, new children, new locations, new more fucked up dream sequences...and in the third movie the children discovered they could fight back. It's just a dream after all, and if you know you're in a dream then you can control the dream.” I gestured my head upwards, no magic this time, just a gesture, and steel bars shot out of the ground around Lonesome Heart, wrapping around her and pinning her to the wall. “They were called the dream warriors, and they bested him in some of the funniest combat in the whole series. I don't know why I didn't think of it sooner.”

She struggled against the restraints but the shock of the whole situation had still robbed her of her focus.

“See, when Ruby and I were confronted by the clown he was terrifying, but she stood her ground against him and he was destroyed for it. I knew it was familiar but I couldn't remember why. Then when the program of my parents showed up and tried to restrain me I obliterated them just from sheer willpower and resistance to what they wanted. That's when the pieces really started to fall in place. I tested my theory when you threw us out the window up there and when I landed safely I knew I was right. This might be a memory orb, but there are still active minds inside it, and since your power still works I figured mine would too.” I pulsed with energy again and this time it was my turn to make all my friends to appear, their faces and disposition distinctly happier, the weapons were nicer too.

“No...no...no no no no NO!” Lonesome Heart snapped, working up from a whisper to a roar, thrashing against the restraints, shattering them and pushing herself up again. “This is MY world, NOPONY else comes in here dictating the terms of combat.” She pulsed and became Nightmare Moon again, the evil warriors appearing at her side again. I also took the chance to add in a few of the technicians that had been on Rosa's staff, just to balance out my team for the creatures Lonesome Heart had on her side.

“I just did.” I said firmly. “You want me? Come get me!”

She roared and rushed me, all her minions rushing to attack at the same time, my own rushing to meet them, my real friends diving into the fray as well. Lonesome Heart lunged at me and I dodged to the side, pulling Rose's Thorn from it's scabbard at the same time, drawing the sword along her side, cutting through the star armour like it was nothing, which split apart and revealed the tattered sweater she still wore, cutting through that and then splitting the skin underneath, revealing an even more horrifyingly mutilated flank. She flipped backwards and grabbed caught my mane in her teeth, pulling me along as she went, a pulse of black energy and we were gone from the raging battle outside. I found myself tumbling through the air and crashing into a wall on the far side of a hallway, landing upside down, I could see Lonesome Heart stalking down the hall towards me, again her burnt horrifying self, the massive industrial fan on the far end of the hallway. I was back on the 13th floor of the hospital. I flipped around quickly and brandished my sword at her. She stepped back to dodge it and with another pulse of power the roof was covered in blood red balloons again.

“You'll find no chocolate milk in them this time.” She snapped, all the balloons exploding at the same time. I just barely had a chance to throw a shield over myself as some kind of acid poured out of the balloons, hissing against the shield, burning the walls and floor all around me and down the hall as Lonesome Heart moved backwards to the massive fan. “Come and get me if you can.” She called, the acid coating the whole floor with a bubbling unstable mess. But I was a scientist, I knew chemicals well and I knew how to work around them...

I closed my eyes and the roof started crumbling, the massive panels in the ceiling disintegrating into sand, the fluorescent tubes shattering as they fell. While not exactly somepony I'd normally have gone with, the pyro pony, Xekron I think Xeha had called him, appeared in front of me, his flamethrowers spewing streams of fire down the hall. Lonesome Heart cried out in surprise, barely getting her own magic field up as the flames licked at her.

“You bastard!” She grabbed Xekron in her magical grasp and wrapped him into a magic sphere and hurled him down the hallway. He ricocheted off the walls, squirming in terror as he bounced off the wall above me and was yanked down the hall back towards Lonesome Heart. He soared past her and smashed into the industrial fan, screaming in pain as the magic bubble released him and the blades cut into him. After a moment there was a burst of blue magic and he was gone.

“Well so much for that.” Lonesome Heart laughed, turning back, only to find me standing right in front of her. She shrieked and fell back again. “How did you...?”

I gestured to the hallway behind me. The roof panels that had dissolved to the ground had melted and turned to glass when Xekron's fire had passed over it, glassing over the acid eaten wood and blocking out almost all of the acid still sitting on the floor. Sure in the real world it might have taken more time and WAY more heat, but this was a dream world, time was hardly even a factor here.

“Well aren't you clev...er...” She croaked out the last word as Rose's Thorn came up to her neck and bit into her skin, a small trickle of black blood running down the blade. “Do you really think it's so easy to kill me?” She croaked. “I live on in the nightmares of everyone in the wasteland. Every pony, every zebra, even alicorns and Sand Dogs live in terror of my arrival every year, not everyone knows I exist but they still fear me.”

“Oh but see I didn't even realize when I started out that I already have a solution to deal with you. I didn't plan it...it was just an after thought before we even got in here...” With a burst of power the hallway exploded outwards. Rooms flew apart, boxes shattered, their contents scattering in the magical wind I generated. All the materials, all the debris settled against the far walls, leaving just a massive open floor. “This floor isn't part of the memory cube that Lily built with my memories. I only really know the 15th floor and the lobby. I got hurt so much that the room on 15th was like a home away from home.” Sure it was a lie but she didn't know that. “But this, all this, I didn't know, I didn't dream up, I didn't invent. That means this is all YOUR work isn't it?”

She responded by trying to kick me in the groin, only to end up getting her hoof shot by Ivory, which floated at my side out of her sight. She yelped in pain and fell back, the sword cutting along her jaw and down to her neck, drawing a spurt of blood as she fell. “You bastard.” She croaked, clutching at her neck.

I gestured a hoof and my friends appeared around me, just my real friends, not the mental copies. Brutus face planted suddenly, he'd obviously been grappling with someone else in the fight and when I moved them he no longer had the thing he'd been pressing against.

Lily pulled her battle saddle to the side, a burst of laser fire lancing out and burning a line along the far wall. “Geeze how bout a little warning next time?” She snapped, her helmet hissing open.

Ruby had been soaring through the air and slowed to a stop now. “What's going on? Why're we back inside.”

Ratchet spat the battle saddle trigger out of his mouth and looked around in confusion

“Sorry everyone.” I said without turning away from Lonesome Heart. “We're getting ready to leave and I needed all of your here so we could go together.”

“What about her?” Brutus asked, stepping up beside me, lifting a hoof and pointed the pistol chambers of the powerhoof at her, but she was panting hard on the ground, blood still pouring from her jaw

“Don't worry about her. I have that dealt with.” I said coldly, putting a hoof on Brutus's, which he finally lowered. “This part of the simulation isn't in the memory cube. It's in her mind. She created it, it's all her. Lily I want you to take Brutus and Ratchet to leave through your Pipbuck, you hooked yours up to the machine too right?” I asked.

“Yes I did.” She answered.

“But what about you and Ruby?” He asked.

“I need her to help with dealing with our host here. Before we came into the memory, just as an afterthought, I put a blank memory orb into Ruby's re-collector helmet. When we leave, this floor is going to download into that orb and Lonesome Heart here will find herself trapped. No one to torture, no one to torment. No where to go, just a big empty space for the rest of eternity.”

She looked up in horror and gasped loudly. “I'd rather die.” She gurgled out, blood bubbling out of her wound.

“Well it's too bad that's not an option.” I said simply. Lily walked over to stand between Brutus and Ratchet then wrapped a wing around each of their backs and poked at her pipbuck. It squawked and they vanished. Ruby came over to my side and put her wing over me much as Lily had with the other two.

“Please, please don't do this.” Lonesome Heart groaned, looking up at me with pleading eyes, her neck and chest soaked black with blood.

“How many others asked you that same thing?” I asked coldly. “A hundred years of torture and torment, I'm sure hundreds, if not thousands of ponies have begged for their lives and you did NOTHING for them. Why do you deserve any better?” I pressed down on the download command on my pipbuck and the whole world flashed and the whole world started to spin quickly, threatening to make me sick, Lonesome Heart's anguished cry echoing around us as the world was sucked away.

<-=======ooO Ooo=======->

The world crashed back down around us, resolving back into the bedroom quickly. Clank was on the bed, holding Ratchet tightly and crying. Ratchet was patting his back and trying to reassure him. Brutus and Lily were in the middle of bringing the rest of the group up to speed about what had happened when they saw us wake up.

“What happened?” CB asked, jumping over to us.

“It's over.” I said softly, floating the orb out of Ruby's helmet, then taking off the helmet and setting it on the desk for her. She smiled softly and nodded. The orb had a swirling black aura inside it. “We trapped her inside this memory orb.”

“Wow...” CB looked at it curiously but I pulled it away just in case.

“Careful little one, you don't want to get trapped inside that orb.” Crackshot said seriously.

“You said it.” I sighed, pulling a memory orb case off the desk and putting the orb into it, closing it and setting the case on the floor beside me. “I think I'll give this to Mare-Do-Well next time I see her. I get the feeling she has a place for things like this.”

“I've heard she does too.” Lily nodded.

“Hey, why don't we leave these two?” Crackshot asked, gesturing to the still blubbering Clank on the bed.

“Probably a good idea.” Ratchet said. “He's going to be like this for a while...”

Crackshot and Brutus left with CB and Xem right away and the rest of us packed up the computer and left as quickly as possible.

“So what will you do with the memory orb?” I asked, looking at Firebird.

“We have a secure vault we can put it in.” She said simply.

“Cane, can I ask you a question?” Lily asked.

“Of course.” I replied, looking over at her curiously.

“Why did you get Rosa's cutie mark branded into your side? Ruby told me it wasn't even the exact same as Rosa's real cutie mark, you weren't really her love slave were you?”

Firebird snorted a little in shock at such a statement and Ruby just giggled.

“Well I guess you'd know wouldn't you Ruby?” Lily asked, looking to her cousin. “Did he like you to tie him up and call him a naughty pony?” She smirked.

“Oh every night.” She nodded, putting on as serious a face as she could manage. “I had a couple toys that got used on him more in two weeks than I ever used them on myself the whole time I had them. Ask Crackshot about the saddle he bought.” She finally cracked and started laughing.

“Hey come on! That's not fair!” I whined, stamping my feet. “I got the brand because I lost a bet with her. I bet her I could build a robot that could stand up to her new EMP weapons. The thing held for two shots before it exploded. Loser had to get branded with the others cutie mark, but we got kind of drunk and when we went to get it done we didn't do a good job explaining, so I ended up with the brand I had and she got to laugh at me forever.”

“You're kidding.” Ruby asked but I shook my head.

“Really that's what happened.” I said firmly as we walked back into the store.

“What's what happened?” Crackshot asked, coming out from the back room.

“Tell me about this saddle Cane bought?” Lily asked and Crackshot burst out laughing.

“A group of traders came in once, they had this decorative saddle that Ruby wanted, Cane said it would look better on him. Turned out it was meant for slave bucks, to keep their stallion-hood at attention at all times for their masters and mistresses. Had this line of rings along the bottom to do it.”

Lily was in a fit of hysterics by the time Crackshot got to the word 'masters' and even Firebird cracked up.

I just rolled my eyes and suppressed a yawn. “I'm going to bed.” I said, starting for the stairs.

“Me too.” Ruby said, moving to follow.

“I have a store to run still.” Firebird said, still chuckling to herself. “You kids sleep as long as you need.”

“I'll help you out with the store.” Crackshot offered. “Let Lily go get some sleep too. I think she's earned it.”

“Agreed.” Firebird nodded, walking behind the counter, putting the memory orb case under the till. “Someone will come get this later today.”

Lily nodded and moved to follow us upstairs.

We walked out into the hallway and I couldn't have been happier to see my room at the end of the hallway. Memories of the nightmare I'd had earlier filled my head. Rosa coming in, sitting with me, wrapping the blanket around us...My mind trailed off as I thought about that. I knew it hadn't been the real blanket in the dream, and Rosa would have had no way of knowing it existed which should have been an indication right there that something was wrong...but when she put the blanket over us I hadn't felt anything...I had thought it was supposed to put any worries or hesitation from your mind...

“Hey...” I turned and looked at Ruby and Lily, both just about to enter Lily's room to go to sleep.

“Hmm?” Ruby asked, pausing and looking over at me.

“I know this is going to sound weird...but do you have the blanket Xeha gave you for Xem?” I asked.

“Uhh yeah, it's in my pack, why?” She asked, giving me a funny look.

“The nightmare I had about Rosa...she had the blanket...it didn't work the way I thought it would. Can you get it for me? I need to know something.”

She still gave me a funny look but shrugged and went and got the blanket, coming back with it draped over her neck.

“Okay?”

I opened the bedroom door and gestured, the two of them following me. I hopped into the bed and sat up, grabbing the blanket in my magical grasp and floated it off Ruby, unfolding it and laying it over myself. “Lily come sit with me.” I said, floating the blanket up so she could sit down beside me.

“Cane what are you doing?” Ruby demanded firmly.

“Just be ready to pull it off if the need arises okay?” I asked. We hadn't told anyone else about the blanket's magical properties or what it was meant to do, just that it was a gift for Xem when he was grown.

Lily walked over slowly and got up on the bed beside me, sliding under the blanket and pulling it down around herself. She sat there awkwardly for a moment before looking up at me. “Cane this is really weird...” She said, pushing herself up off the bed and walking back to the door. Neither of us had been affected by the magic of the blanket.

“Yeah, sorry Lily, thanks for your help. You can go to bed now. I'm sorry I kept you away from it.”

She just waved her wing at us and left, closing the door behind her.

“Cane's what's the big ide...” Ruby started but I cut her off, “come sit.” I said, lifting the blanket back up.

She looked at me once again like I was insane. “Why would I do that?”

“I need to know...if we're meant for each other.” I said finally. “Lily and I didn't react to the blanket because it's designed for soul mates...the one you're meant to be with forever...and I just need to know...” I tried and failed to hide the sadness and longing in my voice.

Ruby sighed softly and walked over to the bed, sitting beside me and cuddling into my side, wrapping a wing around me. I lowered the blanket over her frame gently and released it.

I heard Ruby gasp softly just moments before I felt a rush of energy course through me, then her lips on my neck, pushing me down to lay on the bed now, rolling off my side to lay beside me, pulling me into another kiss, which I happily returned...Xeha's words echoed in my head, “Just lay down beneath with your loving bequeathed, fire and lust will fill both to their peak.” Maybe this was really a sign we were meant to be together...genetics be damned...I loved Ruby and I was going to stick with her...


Footnote: Level up

Perk Added: Dream Warrior: your mind has been expanded by your encounters with the nightmare monster. Your magical prowess has increased (+25% damage increase, more spells can be learned) your imagination has expanded as well, giving you broader views on problems and the ability to come up with more creative solutions, this affects both combat situations (+1 perception in battle, increased item drop rate) as well as unique dialogue options.


This fanfiction is based on Fallout Equestria by Kkat; a familiarity with the source material may aid your understanding.
You can read Fallout Equestria by Kkat on Equestria Daily
The Fallout: Equestria logo used above was designed by DotRook, who, according to the original deviantArt page, allows usage in supplementary materials created for and associated with the series. Images really do make a difference, so he has our eternal gratitude and respect.
If you enjoy Fallout Equestria Side Stories, you will want to check the Fallout Equestria Side Stories post on Equestria Daily and the Fallout Equestria Side Stories thread on Ponychan
The Ponychan group is also a hatching ground that you can join if you want to share your experience, writing or comments with us.