• Published 3rd Jan 2015
  • 4,480 Views, 108 Comments

A Route Obscure and Lonely - JapaneseTeeth



Spike awakens to find that an unknown foe has cast all of Ponyville into a deep sleep. Luckily, the Princess of Dreams is wide awake.

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Grins and Lies

Spike, Apple Bloom, and Applejack sat in one of the tree-rooms. They had shoved most of the unnecessary debris out of the window, leaving the space mostly empty except from a sofa, a chair, and a few boxes that served as an impromptu coffee table.

“So we can’t go back to that other dream with Scootaloo and Sweetie Belle?” Apple Bloom asked cautiously.

“No,” Luna said.

Apple Bloom recognized the tone. She had heard the basic combination of emotions before when she and Sweetie Belle had wandered away from Rarity during a trip to Manehattan and subsequently gotten lost. When they finally reunited, it was hard to tell whether Rarity wanted to hug or strangle them.

“Why not?” She tried to keep from sounding whiney. “I didn’t have any trouble gettin’ here.”

“That is true. It is also true that it was nothing short of miraculous.” Luna glared at her so hard that Apple Bloom had to turn away, an impressive feat given that Luna’s head currently manifested as the embroidered pattern on an old, dusty throw pillow.

“I am still somewhat baffled that you managed to make the journey without being noticed. Spike can slip through because of his resistance to the spell, and I have the knowledge required to remain unseen. You have neither of these things. Obviously, we cannot risk trying it again.”

“So I guess we’re stuck here.” Apple Bloom hopped off of the couch where she had been sitting next to Applejack and poked her head over the windowsill. “This dream is kinda freaky, but I guess I can deal with it. At least my sister won’t be stuck here all alone.”

“Thanks,” Applejack said with a smile as she patted her sister on the head. “I know your friends aren’t here, but this dream isn’t all that bad. At least now there aren’t timberwolves runnin’ around anymore. We’ll find something to do to pass the time.” She turned to Luna. “Unless there’s something you need us to do, of course.”

“At the moment, you need to do nothing. Aside from staying away from the portal” —she glared at Apple Bloom for a split second— “and contacting me should anything unusual occur. I will go inform Sweetie Belle and Scootaloo that Apple Bloom is safe, and ensure that they stay away from the portal. These portals could be a difficulty, but it is possible that we may be able to turn them to our advantage. The ability for anyone other than Spike to travel from dream to dream could prove to be a great benefit. Assuming, of course, that it is possible. I will inform you if I require your assistance in any way.”

“Well, best of luck getting this all sorted out,” Applejack said. “You and Spike have been doin’ a great job so far.”

“Thank you for the encouragement. Hopefully, the next time I see you, it will be after this whole incident has been resolved.” Luna’s face dissolved and the pillow reverted to its old, flower-shaped pattern.

Apple Bloom turned back to Applejack. “So now what do we do?”

Applejack shrugged. “I dunno. I think me and Spike saw a checkerboard in one of these trees here. Want to go look for it?”

“Sure!”


For all of a few minutes, Spike had thought that he had finally acclimated to the eerie silence that hung over Ponyville. Then he arrived at Fluttershy’s cottage. He had never really thought about it before, but as soon as he stepped through the doorway, it hit him like a bucket of cold water. There were no birds chirping, no paws thumping, no scratching of mice in the walls, and no bear snoring as it took a nap in the back yard. It gave the strange sensation of somehow being even more quiet than silence.

Almost involuntarily, he brought his feet down extra hard as he climbed the stairs, the dull thumps holding the stillness at bay. He sighed in relief as he poked his head into Fluttershy’s room. There had been a worry at the back of his mind that Fluttershy had already left, or that she had decided to rehearse somewhere else with her birds. Fortunately, she hadn’t. She was curled up in front of the open window. On the windowsill perched a line of sleeping songbirds.

Spike sat down carefully next to her, trying to find a comfortable pose so that he wouldn’t be so achy when he woke up. Hopefully she didn’t have any hidden neuroses that would make her dream unexpectedly terrifying. If he was lucky, it would be something full of flowers and bunnies and —he thought of Angel— maybe not the bunnies. Puppies. Puppies were nice and hopefully Fluttershy’s dream would be full of them. Probably not, but he could always hope. He settled himself against the edge of her bed and put his claw on her hoof. He barely even noticed as the dream sucked him in.

As he entered it, he found himself falling, with green and white blurs rushing past him. He opened his mouth to scream, but before he had the chance, he smashed facedown into something. He lay still for a moment, grateful that whatever it was that had broken his fall was spongy, though slightly slimy as well. The surface he lay on was slightly curved, as if he had landed on some sort of enormous pipe. He opened his eyes and found himself staring at what seemed to be a thick layer of bright green moss growing on a tree branch.

“Trees, huh?” He began to rise to his feet. “Not like I just got out of a dream with hundreds of those or any-WHOA!”

He had barely stood when his feet slipped out from under him and he found himself falling once more. But this time he didn’t even have time to scream. His fall was broken by something stretchy and sticky, like an enormous trampoline covered in gum.

“What is going on?!” He blinked. Whatever it was he had landed on was at an angle, but the stickiness was keeping him from sliding. “What is this—”

He swallowed involuntarily as he recognized the thing that had caught him. Thick, white threads crisscrossed beneath him in a—one word jumped to mind, and he shoved it away to replace it with another—net. Yes, a net. Definitely a net, and certainly not anything else. He turned his attention to his surroundings.

Trees of nearly every shape and size, from full grown redwoods to narrow saplings, stretched into the distance as far as he could see. Branches curled from tree to tree, forming paths through the forest. The tree trunks stretched far upwards above him, so high that he couldn’t see a single treetop. He chuckled to himself. Twilight would’ve been frustrated to no end by the implausibility. Everything was covered by a coat of moss so aggressively verdant that it hurt his eyes. The only break in the endless greenery were interlacing gossamer threads that crisscrossed between the trees in a tangle of… nets.

He stood and began to climb back up. There were more than enough wide branches to allow him to make his way through the trees. The cords beneath him stretched and bounced as he worked his way upward. He kept his eyes focused on the branch, refusing to look down. Then he saw something out of the corner of his eye.

A dark shape sat next to him, just a few scant feet away. The word web forced itself into his head. Obviously something had to have woven them, and now he was right beside one of those somethings.

He wanted to scream and scramble away, but he forced himself to stay still. It must be asleep or something. It hasn’t moved, so if I can just sneak past… He trembled as he continued to climb. If he could just get off of the web without disturbing the spider, he’d be safe. If he could just—

The strand snapped. He had clenched his fist too tightly as he pulled himself up, and his claw sheared through the string. He toppled downwards, straight towards the spider. His claws flailed widely as he tried to grab the web. One of his feet caught in the threads, and he found himself hanging upside down, right next to the dark shape. He braced himself, expecting any moment to find himself assaulted by wriggling legs and mandibles and whatever other pointy bits of anatomy a spider had.

But he wasn’t. He hesitatingly opened his eyes, and with a sigh of inexpressible relief, he saw that the spider wasn’t a spider.

It was a mask.

It was the face of a pony, constructed out of paper mâché and painted in dark, earthy colors that made it stand out against the pale webbing. The eyes were darkest of all, simple holes cut into the surface. It looked just enough like a real face that the fakeness of it made him cringe. He turned away and continued to climb.

When he reached the branch, he sat carefully against the trunk of the tree and dug his claws into the moss for good measure. As the pangs of fear began to subside, he noticed that the mask he had fallen onto wasn’t the only one. He hadn’t seen them at first, but if he looked closely at the other webs, he could see similar dark shapes at the center of each one.

He looked down and saw nothing but trees, webs, and masks. It seemed obvious that no matter how far down he climbed, he would never reach the ground.

The forest was silent. He hoped that it would stay that way.

“I guess that I should get a move on,” he said, his own voice sounding loud in the silence. “Fluttershy’s got to be in here somewhere.”


The discovery of the dream portal in the Crusaders’ shared dream had raised all sorts of questions. It would be trivially easy for them to create portals that could be used only by the Nightmares themselves; why would they allow the possibility of a pony slipping through? Either it was an unbelievable oversight, or they had deliberately left a hole in their megaspell.

Luna sailed through the spaces between the dreams, keeping an eye on the shimmering threads of magic that flowed from the portal. The Nightmares had at least been competent at camouflaging it; at some points it was nearly invisible against rippling wall of magic that comprised the Nightmare’s spell.

A valiant effort, but it takes more than that to hide your spell from me. The magical pathway split into a myriad of passages as it weaved through the walls that kept the dreams from one another. It reminded her of the numerous secret passageways in the ancient castle where she and her sister had once lived. She picked one and followed it as it twisted and curled through the dreamspace.

This is just what I was afraid of. Luna thought as she reached the end. The branch of the portal network vanished into the thick wall of magic that defined the border of the Cake Twins’ dream. If the Nightmares bothered to connect that dream to their portal system, it is likely that the rest are also connected.

She was still as she watched the magic shimmer and spark. The spell was almost beautiful, in a way. Despite the nefarious purpose, she would have been lying if she claimed not to admire the craftsmanship. Only a master spellcrafter could possibly create such a thing. Which made it that much more of an enigma that it existed at all. Surely anyone skillful enough to design it would realize that it was wholly unnecessary.

Their oversight may be the key to shattering their hold over everypony. But doing so would risk drawing their attention, and if that happens... It is not a decision that I ought to make on my own.

She backed away from the spell and floated off in search of Spike.


Spike cringed as he crept past another mask. He couldn’t win. If he looked at it, the not-quite-rightness of the expression gave him the chills. If he looked away, he could feel its eyeless face watching him and again, the chills. He settled on watching it out of the corner of his eye. That’s number twenty-seven. Or is it twenty-eight? Yeah, twenty-eight. That sounds right. Twenty-seven was the one with the feathers...

Counting the masks was the only way to gauge his progress. The trees all started to look the same after a while, but each of the masks were unique. Most of the faces were ponies, but a number of other races, griffons, zebras, dragons, and even the odd minotaur, were scattered throughout. None of them seemed to be any particular individuals; at the very least, Spike didn’t recognize a single one of them.

The masks themselves were fashioned from a wide variety of materials in just as many styles. Paper mâché was the most common, with manes either cut from solid pieces of fabric, or woven from string, like an arts-and-crafts project. Other masks were carved from wood, like the masks that he had seen adorning the walls of Zecora’s hut. Some were porcelain, bone-white and shiny. A few were even yak-style, woven crudely out of some sort of plant he didn’t recognize. He had even seen one that seemed to be carved from stone and colored with chalk.

“How am I supposed to find Fluttershy in a place like this?” he asked out loud. “This forest just goes on forever in every direction!” He kicked out at a clump of moss on the branch and nearly lost his balance. He sat down heavily. “I guess I could start checking those masks” —he shuddered— “but there are just as many of those as there are trees. There’s no way I could actually look at all of them. I’d never get out of here.”

He flopped down onto his back, staring into the trees as they stretched infinitely upward.

“Spike.”

“Gah!”

There was always the thought in the back of his mind that Luna might appear at any time, but his effort to distract himself from thinking about what the masks might be hiding was a little too successful. He sprang upright with such force that he rolled right off the branch, tumbling a few feet before landing on a web.

“Apologies,” Luna’s voice said from above. “I did not intend to shock you in that manner.”

“No, no, it’s my bad,” Spike mumbled as he climbed up the web, being careful not to touch the wooden zebra mask at the center. He had brushed against it as he fell, and he didn’t intend to do so again. “I should be used to that by now.”

He clamored back onto the branch and found Luna’s face in the moss on the trunk of the tree. Her expression looked oddly tired.

“So, do you have some sort of hint about what I should be looking for?” he asked. “Or did you need me for something?”

“I have a question for you,” she answered. “A matter has come up, and I would like to hear your thoughts on the matter before I take action.”

“You want my thoughts?” he asked. “What on earth do you need my advice for?”

“I wish to hear your advice because the matter impacts you more than anypony else. I cannot press forward unless I know whether you believe it is worth the risk.”

“O-okay,” he mumbled, feeling like a load of bricks had been dumped on top of him. “So what’s going on?”

“I have been examining the inter-dream portal network that Apple Bloom discovered. It appears that it connects every dream that is affected by the spell. At least, it has nodes in every section I have examined. Furthermore, it seems that the network itself is entirely vestigial.”

“Vestigial?” The word sounded familiar; Spike knew he had heard it somewhere.

“It is likely a leftover spell component from an earlier iteration,” she said. “My guess is that when they were originally designing the spell, they included the portal system as a way to travel from dream to dream. However, the spell is designed in such a way that a dedicated method of transport ultimately wasn’t necessary.”

“Then why would they leave it in?” Spike asked. “Wouldn’t it just end up causing problems?”

“I do not know exactly, but my best guess would be that even though the portals themselves were unneeded, the magic is so entwined with the other elements of the spell that removing it was not possible. With a spell this complex, everything is interconnected, and changing a single component could prevent the spell from being properly cast. I’m certain that Twilight would be able to explain it in greater detail.”

Spike shuddered. “I’m sure she could.”

“Whatever the case may be, the fact remains that the portals were left in the dreams despite the Nightmares not using them in any capacity. If Apple Bloom’s experience was any indication, these portals can be used by ponies as well as Nightmares. Obviously, this offers us an unprecedented opportunity.”

Spike nodded excitedly. “If everypony can leave their dreams, it wouldn’t just be me having to run around and free everypony from their Nightmares! We could break the spell so much faster that way!”

“Yes,” Luna said, her voice free of enthusiasm, “we could.”

“Okay, what’s the catch?” Spike asked, noting her tone of voice. “If it were that easy, we’d have already starting doing it.”

“How astute of you. The short of it is that in order to make the portals viable for pony use, I will have to make some modifications to the spell. Apple Bloom was able to make her way into Applejack’s dream largely through luck. Furthermore, I believe it was only possible in the first place because your presence interfered with the spell’s normal operation.”

“So… we can’t use it, then?” He scratched his head. “I’m not sure exactly what I’m supposed to be helping you with.”

“We can, but first I must make some slight modifications to ensure the safety of anypony who uses it. And that is where I must ask your advice. In order to make such a plan feasible, I will need to directly interact with the spell’s component magic, something that I have mostly avoided thus far so as not to draw attention. Should I do so—”

“There’s a way bigger chance that you’ll get caught,” Spike finished.

“Yes. And if we are detected, I believe we can safely assume that our current plan would fall apart completely. We have only gotten so far because we have been overlooked.”

“Whew…” Spike took a deep breath. He knew it wasn’t real, but the motion helped keep him calm. “So it’s sort of an all-or-nothing thing, isn’t it?”

“More or less.”

“Why are you asking me about this?” he asked nervously. “Wouldn’t it make more sense to ask Rarity or Applejack?”

“I am asking you because this decision affects you the most.”

“Me?” Spike jumped to his feet. “But this affects everypony. Including you!”

“Yes,” she said. “Our circumstances are unique. You and I are the only two in this town with a natural resistance to the spell. Me, because of my special affinity for the magic of dreams, and you because your dragon magic interferes with the spell.”

“I already knew that!” he snapped, punctuating his words with a stomp. “What does that have to do with anything?!”

“It means that you are the only one who could escape.”

Spike froze. “What? Escape?”

“Do not tell me you have not already thought of it. Every time you wake up, you have the opportunity to leave. You are only in this dream because you chose to enter it. For every pony in Ponyville, they are already trapped. If my plan were to fail, if we are discovered, their situation would be no worse than it was to begin with. They would be sent back to the Nightmares where they were first imprisoned. That situation would be awful, of course, but at the very least we would have provided a few ponies a bit of respite. In your case, however, things are different.

“If we are discovered, you would almost certainly be captured as well. I cannot say how exactly they would go about it, but I have few doubts that they have the ability to patch the loophole through which you originally escaped. In short, you are the only one who has an escape route, and once my plan is put into motion, there is a very real chance of that escape route being closed.”

“So…” Spike mumbled, half to himself and half to Luna, “My choices are to either stay here and risk being caught, or to bail on everypony?”

“To put it bluntly, yes. I will not close off your escape route without first giving you a chance to use it. Perhaps you could make for the Crystal-”

“Wait just a second!” Spike interrupted. “What makes you think that I’m going to run off and leave everypony stuck here!?”

“Because the alternative is potentially being trapped in your Nightmares along with all of us! I could not possibly fault you if you want to take the opportunity to avoid that fate.”

“No!” A flame shot from Spike’s mouth, singing the moss beside Luna’s face. “I’m not going to leave all my friends, my family, stuck in their nightmares! Forget it.”

“Spike, I admire your dedication, but you really should consider just what is at stake.”

“I know what’s at stake. And that’s why I’m not going anywhere.” He sat back down, arms and legs crossed. “Besides, I don’t think that those are our only options.”

“Is that so?” Luna raised a curious eyebrow. “What, pray tell, is this other option that I have not considered?”

Spike shrugged. “You… just don’t mess with the portals. We’re doing just fine without them. If it’s so risky, why not save it as some sort of ace-in-the-hole and only use it when we really need to? You know, like a backup plan.”

Luna’s face was still for a few seconds before she answered. “You realize, of course, that this means you will continue to shoulder the entire burden of finding everypony yourself. Are you sure that you wish to do that?”

“Yeah!” He nodded confidently. “I’ve already been doing that for what seems like forever.” He puffed up his chest and thumped it with his claw. “I can keep going no problem! There’s no reason to risk everything when I’ve got things under control.”

“Under control,” Luna repeated. “Are you sure?”

“Sure, I’m sure. Why do you keep asking me that?”

“It is just… I want everypony to be freed from the spell as soon as possible. I can hardly bear the way they are suffering. But I suppose you are right about the portals. The risk is great enough that we ought not to take it yet.”

“Thank you!” Spike grinned, proud that he had managed to change Luna’s mind. “I know I haven’t exactly been going fast or anything, but I have freed quite a few ponies already. We’ll have this spell down before you know it!”

Luna couldn’t help smirking at his confidence. “In that case, I will leave you to your efforts while I conduct further analysis. I ask only that you be careful.” She began to fade back into the moss.

“Wait!” Spike said.

“What?” Her face reformed itself in the moss.

“I… uh…” Spike sheepishly twiddled his claws. “I was just wondering… if you had any advice about this dream. You know, just to make things go a bit quicker.”

Luna chuckled quietly to herself as she surveyed the dream from within. “I take it you’ve been exploring for a while?”

Spike nodded. “Yeah, and it’s all the same no matter which way you go. The only things that aren’t the same are the masks.” He cringed. “They’re kinda freaky. It feels like something is watching me.”

“Creepy though they may be, if I were in your position I would examine them more closely.”

Spike sighed. “I was afraid of that.”

“Masks are most often used to hide oneself, but I find that more often than not, you can tell quite a lot about somepony by the mask they choose to hide behind.”

“Okaaay… but what if behind the mask there are… spiders?” His eyes darted involuntarily towards a nearby web.

“I have every confidence that you will be able to handle it. You have already dealt with Timberwolves, ambulatory clothing, and a rogue taffy machine, after all.”

“Yeah, yeah, I get it,” Spike grumbled as his confidence drained away.

“And of course, if you ever need my help, you know how to contact me.”

“Great.”

“Do not sell yourself short, young dragon. It is no mistake that you have gotten us this far. Best of luck.”

Spike took a deep breath, then gave her a thumbs-up.

“Thanks. I got this!”

“Good. I will catch up with you later.” Her face faded away and Spike found himself staring at a moss-covered tree trunk.

The silence of the forest closed in on him as he found himself alone. A thought poked itself into his mind like a splinter. Maybe I should’ve considered her offer…

“No!” He shook his head vigorously as if he were trying to get the thought out. “Luna’s counting on me. Everypony is counting on me. We can’t risk the Nightmares finding us. I have to do this! Once I save Ponyville and everyone is safe again we’ll have a parade and I’ll get a giant pile of gems from everypony, and this whole thing will just be a chapter in a history book. Not even a chapter. Just a subsection, with my name at the top. Or a footnote. Hopefully I’ll get more than that.”

Spike walked carefully along the branch, as he had done so many times as he travelled through the dream. At the end, where the branch met the trunk, a large web was stretched between two trees. This time, he wasn’t going to pass by it.

The mask was a mare’s face, made from thin, pink plastic. A bushy blue mane and equally bushy set of eyebrows had been crudely glued on around the edges. I’m lucky, he thought. At least this mask isn’t all that creepycomparatively speaking.

He stepped out carefully onto the web and reached for the mask, half expecting it to explode or suddenly grow legs or any of another hundred possibilities. I shouldn’t have borrowed all those horror movies from Rainbow Dash. He braced himself and plucked the mask from the web.

Nothing happened.

“Huh, I though that would’ve done something.” He carefully stepped back onto the branch and began to study the mask. It didn’t seem to be particularly unusual. He turned it over. The inside of the thing was every bit as mundane as the outside. “Wait a second…”

He flipped it back over. Something was wrong. Something more than the normal uncanniness of a fake face. He cringed as he saw the problem. It was the eyes. They were dark as ink. He hadn’t noticed while it was still hanging on the tree, but now that he looked more closely the eyes were still filled with shadow, even though he should’ve been able to see through them. He turned the mask around and looked at the inside. Through the eyeholes, he could see the trunk of the tree behind the mask.

“Weird,” he said to himself. “Maybe if I put it on…”

He pressed the mask against his face. For a split second, a bizarre sensation erupted through his head, as if he had been smacked in the face with a block of electrified jello. He couldn’t feel his face. Or rather he could, but he couldn’t tell where his own visage ended and the mask began. The sudden rush overwhelmed him and he toppled flat on his back.

“Ugh…” He reached up to make sure that his face was still there. He only felt the mask. “What the-?! What happened to my face?!” He put a claw over his mouth. Even though he could feel his mouth move and hear the sound of his own voice, the mask was still. “How does that even work?” He sat up. “And I know that wasn’t there a minute ago.”

A path made of shimmering light wound through the branches. It glowed brightly, as if it were forged from red-hot metal. He stuck a foot out, prodding the pathway to make sure that he wouldn’t fall through it.

“Huh. I wonder why putting a mask on would make that thing show up. Maybe…” He reached up and felt for the edge of the mask. It was fused to his face, but there was still a ridge at the edge where the plastic gave way to his scales. He grasped it with his claws and pulled. His ears were filled with a sound like an enormous cork popping out of a gigantic champagne bottle. Everything went dark, the light sucked away in a flash of darkness.

He blinked a few times and found himself holding the mask in his claws. The glowing path was nowhere to be seen. He reached out to touch it, but his claw went through the air where it had been. “So I guess I can only see it while I have the mask on. What is this, some sort of video game?” He braced himself and slipped the mask back on. The path lay in front of him, glowing brightly.

“Well, at least I know where to go, even if I’ve got to have this thing stuck to my face.” He stepped onto the path. “Don’t worry, Fluttershy, I’m coming!”


Apple Bloom scratched her head as she observed the seemingly random assortment of objects arranged on the grid she and Applejack had scratched into the surface of the table. After some consideration, she selected a metal bolt and moved it to a different square.

“King me!”

“Uh…” Applejack eyed the bolt suspiciously, as if it owed her money. “I’m pretty sure that was my piece.”

“Nuh uh, that screw was your piece.” She pointed. “The bolt was mine!”

“Alright, fine. It’s been so long since I played somepony in checkers, I must be gettin’ rusty.” Applejack wrinkled her nose at the state of the game. “Since when did you get so good at this?”

“Sweetie Belle taught me a couple of tricks,” Apple Bloom said proudly. “She’s real good at checkers. She says Rarity’s even better.” Her demeanor deflated as thoughts of her friends began to float to the surface. “I hope she’s doin’ okay.”

“I’m sure she and Sweetie Belle are doin’ perfectly fine. Luna’s been checkin’ in on them. I’m sure she’d tell us if they were in trouble.”

“Yeah, I guess.” She poked at one of her pieces. “It’s sure been awhile since she showed up, though. You think somethin’s goin’ on?”

“Hey, Luna said that time passes all weird in dreams. I bet it feel like longer than it’s really been.” She poked one of the pieces. “Your move.”

“Hmm.” Apple Bloom considered the board for a moment, picked up a chunk of wood and tapped it down several times on the table. “Your move!”

“Ugh. You captured like half my pieces. Now what am I gonna—”

The board trembled for a moment, then Luna’s face erupted out of it, scattering the pieces.

“Gah!” Apple Bloom toppled backwards off of her chair and landed with a thud, while Applejack shielded herself from the rain of makeshift game pieces.

“Greetings, Apple sisters!” Luna anounded. Then she took a moment to survey her surroundings. “Have I interrupted something?”

“You popped right outta our Checkers game!” Apple Bloom grumbled. “I was about to win!”

“My apologies.”

“It’s just as well,” Applejack said as she gathered up the pieces. “I didn’t really have much of a chance of winnin’ anyway. So why’d you show up all of a sudden, Princess? Did something happen or are you just checkin’ in?”

“Mostly the latter. I have already checked with Rarity and the other Crusaders, and they are doing perfectly well. You need not worry about them.”

“Whew, that’s a relief.” Applejack patted her sister on the head. “You see? I told you things were fine.”

“However, there is a matter that I wish to talk with you about.” Luna glanced at Apple Bloom from the corner of her eye. “Privately.”

“Really?” Applejack swallowed nervously. “Apple Bloom’s gotta leave?”

“I would rather explain the situation to you, and once you are apprised of the situation, you can decide whether or not to explain it to her. She is your sister, after all. I will be brief. No more than a few minutes.”

Applejack looked from Luna to her sister, then back again. Even made from wood, the Princess’ eyes shimmered with determination.

“You heard her, Apple Bloom. Can you just wait outside for a few minutes while we talk?”

“I guess,” Apple Bloom said sullenly. “Y’all better tell me what’s goin’ on eventually though.” She began to climb out the window of the tree-room.

Applejack watched her sister descend the makeshift ladder to the ground, then she turned to Luna.

“Okay, what’s this thing you gotta tell me that you don’t want my sister around for?”

Luna cleared her throat in a way that ponies tended to when they were about to deliver bad news.

“It is about the portals…”


For the first time since he had entered the dream, Spike felt like he was making progress. His previous exploration through the forest had only scratched the surface of the dream. With the masks, he had begun to dig. And now that he had figured them out, he could see the real dream.

It had confused him at first. The bright path he had followed had come to a sudden end, as if someone had cut it like a ribbon and rolled up the rest of it. In an effort to see where it had gone, he had peered over the side. Or at least, he had tried too. No sooner had he poked his head over the edge than the path vanished beneath him, dropping him onto a branch below it.

As he climbed back up to where he had fallen from, the path reappeared, just in time for him to hit his head on it. He stepped back to go around it, only for it to disappear again. Then, as he carefully moved towards the empty space where it had been, it popped back into existence, and something clicked in his brain.

The masks must have a limited range. Once it goes too far away from where I found it, it stops working and the path vanishes. He snatched another mask from a nearby web, a griffon face made from cardboard, and put it on. Another path appeared. It looked different, a solid slab of gray stone rather than glowing, but it picked up exactly where the previous path left off.

He followed the new path as it zigzagged between the trees. Aside from the sharp turns and the occasional set of stairs, it didn’t appear all that different. Just like the first one, this one ended abruptly. And just like the first one, there happened to be a mask on a nearby web. It must be the masks. He climbed off the path and swapped the mask he was wearing for the new one. A new path appeared, this one carved out of wood and painted with dark red and green patterns.

The path was different for each mask. Sometimes it curved, sometimes it was straight as an arrow, sometimes it zig-zagged, and once it even showed up as a series of platforms. But there was only one path, and he followed it. As he went on, he began to notice that the path wasn’t the only thing that had appeared.

At first, the new bits of scenery were few and far between: a few flowers poking out of the moss, a lantern hanging from a branch, a flag hanging beside a web. But each time he put on a new mask, more and more bits of scenery appeared.

At this rate, I’ll be in the middle of a city before long. He popped off his old mask, a plaster pony mask, and replaced it with a carved wooden zebra mask. The path took the form of a wooden rope bridge, now flanked by a fountain on one side and a partially complete brick wall on the other. Fluttershy’s got to be around here somewhere. I just have to keep following the-

Spike froze. He had heard a sound in the distance. Or at least he thought he had heard something. The forest had been silent aside from the sound of his own footsteps. Well, more and more stuff has been appearing. Maybe there’s something that could make a sound. Like… maybe a clock or something. Sure, it’s just a chunk of a clock tower somewhere. Nothing to get worried about.

He started walking faster anyway.


“Oh my. That is quite the conundrum,” Rarity said around the needles clenched in her teeth. “But Spike does have a point. If there is no reason to take such a risk, why do so? It seems quite unnecessary. And would you please stop moving around so much? You are making it difficult to complete this headpiece.”

“That is true,” Luna said. She had manifested through one of the mannequins in Rarity’s dream, and Rarity had taken advantage of the opportunity to work through some of her dress ideas. “Taking such a risk may not be necessary.”

“And?” Rarity prompted.

“And what?”

“If the situation is truly that simple, there’s no reason for you to waste your time talking to me about it.” Rarity took a step back to get a better look at the feathers she had affixed to the top of Luna’s hat. “There must be something else going on.”

“You are very astute,” Luna said. “Spike is right in that as long as we have the time to spare, our current plan is likely the best course of action.”

Rarity froze, a ribbon floating in front of her. “But we do not have time to spare. Is that it?”

“It… I am not certain. I have been monitoring the spell for activity, and while I cannot say for sure at this time, it does appear that our time may be more limited than we first thought. The amount of magic being siphoned by the spell is beginning to increase, however slightly. Along with certain other factors, it would seem to indicate that the Nightmares are preparing for the next phase of their plan. And if my theory concerning the nature of their plan is correct, it would be best to break the spell before they do so.”

“I understand that, and I understand the risk,” Rarity said as she began to hem the edge of Luna’s dress. “What I do not understand is why you came to see me about this.”

“There are two things I must ask of you. First, I must know if you are willing to take part in the plan, should we be forced to attempt it.”

“I suppose I might as well,” Rarity answered. “I assume the risks are the same whether or not I actively take part, so it would selfish and foolish not to do all I can to help.”

“Very well. I expect nothing less from one of the bearers of the Elements of Harmony.”

But,” Rarity said sharply, “I have one condition.”

“...Is that so?”

Rarity spat out her needles and looked Luna in the eyes with a cold glare. “If you put this plan into motion, I want to see my sister before we go off to the other dreams. If things… go badly, I do not know how long it would be before I would have the chance to see her again. I have to have one last chance to talk to her.”

Luna bit her lip and looked away. Then she nodded. “I understand. You will get a chance to see her. I promise.”

“Thank you.” Rarity’s icy gaze melted. She began to pick up the needles she had scattered over the floor.

“In that case, I suppose I should ask your opinion on your sister’s involvement in this plan, once it is put into action.”

“Obviously, I would prefer that she not be involved in this at all, but that was never truly an option,” Rarity said. “If your theory is accurate, she would not be in any more danger from taking part than if she did not. So despite my worries, she ought to take part. We will need all the help we can get.”

“Very well,” Luna said. “I know this situation is difficult, but you are dealing with it admirably.”

“Now then, what was this other thing you wanted to talk about?”

Luna paused for a moment to compose her thoughts.

“It is about Spike.”


Spike had almost forgotten that the dream had originated as a forest. The masked world was so dense by now that the only reminders of the dream’s original forms were the moments when he switched masks. The trees were mostly hidden behind a row of building facades, like a bizarre compilation of Equestrian architecture. A compilation that was quite incomplete, as there wasn’t a single door to be seen anywhere. He had attempted to look through the windows, but they were either dark, opaque, or too shiny to see through.

“Maybe I could open one of these…” He selected a windowsill that looked like it might move, and pulled upwards with all the strength he could muster. It didn’t budge, solid as if the whole thing was carved from a single block of stone. “So much for that,” he muttered. “Oh, well, I guess it doesn’t matter. I must be almost there.”

He looked down the path. It had had its fair share of zigzags and turns, but for the most part it had gone in a more or less straight line. But now, it seemed to be curving, however inconsistently, a bit to the left. At first he had thought that it was all in his head, but after a while it became clear that the path was leading him in a spiral. And at the center of that spiral he would, hopefully, find Fluttershy.

He could only guess what was there. Whatever he was headed towards, he was still far enough away that it lay outside the mask’s range. There was nothing to do but keep following the path and hope that whatever he found wouldn’t give him too much trouble.

A rattle echoed through the trees. He spun around, just in time to see a dark shape in the distance dart out of view.

“What was that?” he whispered to himself. He stood as still as he could, hoping that the sound would stop along with his movement. The sound stopped, just half a second too late. Whatever it was, he hadn’t made it. “I should’ve known it wouldn’t be so easy,” he mumbled. “I must be getting closer. Ugh, I hope it’s not spiders. The webs are bad enough without the spiders.” He began to jog along the path. “Maybe I can get to Fluttershy before whatever that is catches up to” —he heard the rattle again, growing louder— “me.”

He didn’t want to look, but he knew he had to. What he saw was even worse than spiders. Giant spiders. No, not giant spiders. It was the masks. They had spawned long, chitinous legs that clicked as they skittered along the hidden path toward him. He cringed as he recognized them. It was all of the masks that he had used and discarded in his journey along the path. Something had brought them to life, and now they were bearing down on him. Spike sighed.

“Fluttershy, why?”

He turned and ran. The horde of spider-masks clattered along behind him, their legs tapping loudly on the path. As he turned to look back at the path he saw that it was coming to an end. He leaped off the end of the path, ripping the mask off of his face as he did so. He landed on a nearby web and hurled the mask as far away as he could manage. With some luck, the lack of pathways would stop the masks in their tracks. He watched carefully to see if they were still in pursuit.

His face fell as he saw the masks continue to skitter in his direction, now climbing from tree to tree. He plucked the mask from the web. The only thing he could do was try to stay ahead of them.


“If you want to get any respectable accuracy you will have to make sure the sling is the right length,” Luna said matter-of-factly. “Otherwise you will either overshoot your target or fall short. You may also want to consider modifying the placement of the fulcrum so that the beam is longer on the side of the sling. It will give you more power.”

“Yeah, that seems kinda obvious in retrospect,” Sweetie Belle said as she looked over the trebuchet, which really didn’t look much like a trebuchet unless one knew what it was supposed to be. “I’m pretty sure the counterweight isn’t supposed to drag.”

“It’s not my fault you put the main beam in backwards!” Scootaloo snapped.

“Ahem!” Luna cleared her throat loudly. It rustled the leaves of the bush she had manifested through. “Girls. We must focus.”

“Right!” Sweetie Belle and Scootaloo stood at attention.

“Now then, we do not know exactly how long it will be before I may require your help, but if it should come to that, I want you to be prepared. If I activate the spell I have been preparing, it will allow you to travel through the portal. However, there is a very good chance that doing so will attract the attention of the Nightmares. As a result, we must move swiftly, and you must know what to do.”

“So… what do we do?” Scootaloo asked.

“You wait and do not touch the portal until I tell you.” Luna’s voice was raised to a near shout. “Doing so would only cause a multitude of problems.”

“O-okay,” Sweetie Belle said as she poked her head out from behind Scootaloo. “So how do we know when you want us to jump in the portal?”

“I will let you know. Trust me, the signal will be very clear and you won’t miss it.” She blinked the flowers that served as her eyes. “When you receive the signal, you must head straight to the portal and enter it as quickly as possible.”

“How are we gonna know where we’re supposed to be going?” Scootaloo asked. “Do we each go to our own dream?”

“No, no, I would not send you out alone. I would not even have Spike working alone if it were not the only possibility. In all likelihood, I will have everypony proceed to the same dream, at least at first. If we attract the attention of the Nightmares, it would be best that we are together. In a direct conflict, it would be our only chance at mounting any sort of defense. You will not need to worry about finding your way. The spell will automatically send you where you need to go.”

“So, uh, do you know exactly how long it’s going to be before all this happens?” Sweetie Belle asked. “You know, so we can try to not be in the middle of anything?”

“Unfortunately, I cannot,” Luna said. “Aside from the fact that keeping track of time is difficult in a dream, I do not know when such a thing will become necessary. It may not happen at all. But if it does, you must be ready to drop what you are doing at a moment’s notice”

Scootaloo nodded confidently. “We can do that!”

“I certainly hope so,” Luna said. “I will let you know if anything changes, but for the time being, do not wander too far from the portal, and contact me if anything suspicious arises.”

“Got it!” Sweetie Belle saluted. “Anything else?”

“When all of this is over and done with, do not tell anyone that I had a hoof in helping you design your trebuchet. My sister would never let me hear the end of it. And should you attempt to fire it, make sure it faces away from Ponyville.”

“Will do!” Scootaloo saluted as she watched Luna fade into the bush. Then she turned to Sweetie Belle. “So, you think it’ll be long before she comes back?”

“I have no idea,” Sweetie Belle answered. “I wonder whose dream we’d end up going into?”

“Maybe we’d go into Rainbow Dash’s dream!” Scootaloo said excitedly. “How cool would that be?”

“Well, she’ll be having a nightmare, so I don’t know if it’ll be that fun. I mean, how freaky would it have to be if Rainbow Dash is afraid of it?”

“Oh,” Scootaloo bit her lip. “Okay, maybe that wouldn’t be cool. I can barely handle my own nightmares, let alone stuff scary enough to terrify her.”

Sweetie Belle thought for a moment. “Or it could be a chance to show her how brave you are.”

“Right,” Scootaloo said, stomping her hoof. “It doesn’t matter how terrible Rainbow Dash’s worst nightmares are! All of Equestria is counting on us, so I’m just gotta do it! Even if Rainbow Dash has a nightmare about the headless horse chasing her through the Everfree Forest while being followed by a pack of Timberwolves and… uh…” She swallowed hard.

Sweetie Belle patted her on the back. “Maybe we should get back to work on the catapult. We’ll worry about all that stuff later.”


Spike sprinted along the path, trying to block out the sound of dozens of spider-masks skittering behind him. The path spiraled tight enough that he was running at an angle. I’ve got to be almost there! But what am I going to run into? What if I’m just charging straight into the spiders’ nest? He felt a pang of fear at the back of his mind. No, I can’t think about that now. I’ve just got to keep going!

He glanced over his shoulder. They were still behind him. Not gaining, but keeping pace. One wrong move and they would catch up. The end of the path lay in front of him. He searched for a mask to switch to. With any luck, it would be the last one he needed. The path spiraled so tightly that it would be wholly within the mask’s range. He just needed to find one and make the switch.

He saw a mask and gasped.

Unlike every other mask he had seen, he recognized this one. It was Fluttershy’s face. For a split second he thought that it was Fluttershy herself, somehow protruding from a tree, but as he drew closer he could see that it was carved from some unidentifiable substance. He took a deep breath and leaped from the end of the path onto the web that held her face. He hurled the old mask away and snatched the new one from the web.

As he put it on, the dream seemed to change completely. The path appeared beneath him, same as always, but this time the path and the buildings stretched out as far as he could see. Fluttershy’s mask could see everything.

He could see where he needed to go.

The path spiraled tighter and tighter, finally leading to the base of a tower. It stretched unevenly and awkwardly upward as far as he could see, as if a CMC building project had gotten horribly out of hand. As he sprinted around, a smile broke out on his face. High above, a large window opened into the wall. Fluttershy’s got to be in there! I just have to outrun the- “GAHH!”

He shouted as a spindly spider leg tapped the path right beside him. The masks had cheated. Instead of following him along the lane, they had cut across and were almost on top of him. He looked ahead. A lamp post stood next to the path. He caught it as he ran by, swinging himself around with his momentum so that he was on a beeline for the tower.

Behind him, the masks skidded past, their pointed legs unable to slow them. They crashed in a heap as Spike charged forward.

“Why couldn’t Fluttershy have dreamt up an elevator?” Spike gasped as he reached his destination. At least there were stairs… about a dozen of them. After that, they were replaced by a ladder, then by a series of platforms, then a swinging rope. It reminded him of that one level in Daring Do’s Arcade Adventure that he had never been able to beat. He hoped that this wouldn’t be quite so frustrating.

He began to climb. A moment later, so did the masks. He kicked at the ladder, hoping to dislodge it before before they reached the top. It wouldn’t budge; it was embedded into the side of the tower. There was a rattling from below. He smiled as he realized that the ladder had worked in his favor. It was tough enough for a single spider to climb a ladder, let along several dozen all at once. The masks fumbled over each other as they fought to make their way up the rungs, landing in a heap at its foot.

Spike pushed the thoughts of the spiders from his head and kept moving. He couldn’t worry too much about the masks. He had to reach the top of the tower and find Fluttershy. She had to be there. And once he found her, he would be able to get rid of those things once and for all. At the moment, he had to make sure he didn’t fall. He kept moving. The path seemed to be trying to inhibit him, full of gaps, rope swings, even moving platforms.

“After this, the arcade is going to seem boring,” he muttered as he jumped over a gap. “Then again, this isn’t that tough. It would be like the first level at best.” He hopped over a spinning platform and onto a ramp that wrapped upward around the building. “You think that there would be some more—”

He heard a familiar rattle below him. He didn’t want to look but he did.

“Oh, come on!”

The spider masks had given up on the ladder and settled for simply scrambling directly up the wall, bypassing all of the obstacles that Spike had climbed through. It was only a matter of time before they would catch up.

Spike looked up. There was a window. All of the obstacles and platforms seemed to be leading right to it. But he wouldn’t have time to traverse all of them. The masks would catch him and drag him down, and he had a feeling that if he fell, they wouldn’t give him a chance to try again.

He turned his attention to the wall beneath the window. The stones of the tower were just uneven enough that they could serve as clawholds. Maybe.

“Here goes nothing!”

He dug his claws into the cracks between the stones and began to climb, trying to ignore the sounds of the spider legs getting closer and closer. He kept his eyes focused on the window. Once he hoisted himself over the windowsill he would be able to knock all the masks to the ground with ease. Either that or the tower would be full of webs and more spiders, and he tried not to think about that.

“Almost there!” he gasped. He felt something brush his foot and he kicked. One of the masks tumbled down, taking a few more with it. He didn’t look down to see how close they were. Every last bit of his energy went toward propelling him upwards to the window. Just a few… more… steps…

With a final grunt he hoisted himself into the opening, tumbling over the sill onto the floor of the room. The room was small and round, and there was only one thing in it. In the center of the room was a round cage. In the center of the cage, curled up and shivering, was Fluttershy.

Spiked sighed in relief. No spiders. Then the rattle of exoskeleton on stone reminded him that there were plenty of spiders outside. He ran to the cage and grabbed the bars.

“Fluttershy! It’s me! Spike!”

If she heard him, she didn’t show it. He tried to reach through the bars, but they were just close enough to keep him from getting through.

“Come on! Wake up!” He tried to shake the cage, but it was so solid that he only shook himself. The cage refused to budge. He felt around futilely for any kind of opening. “There has to be a door or a switch or something!” His eyes darted back to the window. They would be climbing through any second. There was nowhere to go.

“This isn’t fair!” Frustration overcame his better judgment and he slammed his head against the cage. Instead of the dull thump of scales, he heard a sharp thud. “The mask! The cage must be part of the mask stuff!” He ripped the false face from his own and hurled it as hard as he could out the window just as the spider masks peeked over the edge.

The walls of the tower suddenly became the trunk of the tree. He ran to the window, now a simple hole. The masks were popping like balloons, leaving smokey smears on the air for a split second before vanishing. He sighed in relief and wiped his forehead with a claw.

“Spike? What are you doing here?” He turned around to see Fluttershy staring groggily at him.

“Fluttershy!” He stumbled forward and gave her a hug. “You’re alright!”

“Y-yes. I am. I think?” She scratched her head. “I’m really not sure what’s going on.” She glanced around the room. “Where are we?”

Spike took a deep breath and leaned against the wall.

“Something happened in Ponyville, and we’re in your dream,” he said slowly. She stared blankly back at him. “It’s kind of a long story. You might want to sit down.”

Author's Note:

We wear the mask that grins and lies,
It hides our cheeks and shades our eyes,--
This debt we pay to human guile;
With torn and bleeding hearts we smile,
And mouth with myriad subtleties.
~Paul Laurence Dunbar, "We Wear the Mask"


Yeah, sorry this took so long. Take a while guess what video game I was playing while I wrote this chapter.


Thanks to
Yami Vizzini
CDRW
Meta Four
Sereg
for helping proofread and edit this chapter.